Exhibit 4(a)(1)









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                            J.P. MORGAN CHASE & CO.

                                      AND

                         BANKERS TRUST COMPANY, Trustee


                                   Indenture


                            dated as of May 25, 2001


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





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<PAGE>


                             CROSS REFERENCE SHEET*

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

Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of May
25, 2001 between J.P. MORGAN CHASE & CO. and BANKERS TRUST COMPANY, Trustee:

Section of the Act                                Section of Indenture
------------------                                --------------------
310(a)(1) and (2)...............................  6.09
310(a)(3) and (4)...............................  Inapplicable
310(b)..........................................  6.08 and 6.10(a), (b) and (d)
310(c)..........................................  Inapplicable
312(a)..........................................  4.01 and 4.02(a)
312(b)..........................................  4.02
312(c)..........................................  4.02(b)
313(a)..........................................  4.04(a)
313(b)(1).......................................  Inapplicable
313(b)(2).......................................  4.04
313(c)..........................................  4.04
313(d)..........................................  4.04
314(a)..........................................  4.03
314(b)..........................................  Inapplicable
314(c)(1) and (2)...............................  11.05
314(c)(3).......................................  Inapplicable
314(d)..........................................  Inapplicable
314(e)..........................................  11.05
314(f)..........................................  Inapplicable
315(a), (c) and (d).............................  6.01
315(b)..........................................  5.11
315(e)..........................................  5.12
316(a)(1).......................................  5.09
316(a)(2).......................................  Not required
316(a) (last sentence)..........................  7.04
316(b)..........................................  5.07
317(a)..........................................  5.02
317(b)..........................................  3.04(a) and (b)
318(a)..........................................  11.07

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* This Cross Reference Sheet is not part of the Indenture.


                                       2
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                               TABLE OF CONTENTS

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

                                                                          PAGE
                                                                          ----
                                   ARTICLE 1
                                  DEFINITIONS

SECTION 1.01.  Certain Terms Defined........................................1

                                   ARTICLE 2
                                   SECURITIES

SECTION 2.01.  Forms Generally..............................................7
SECTION 2.02.  Form of Trustee's Certificate of Authentication..............8
SECTION 2.03.  Amount Unlimited; Issuable in Series.........................8
SECTION 2.04.  Authentication and Delivery of Securities...................11
SECTION 2.05.  Execution of Securities.....................................15
SECTION 2.06.  Certificate of Authentication...............................15
SECTION 2.07.  Denomination and Date of Securities; Payments of Interest...15
SECTION 2.08.  Registration, Transfer and Exchange.........................17
SECTION 2.09.  Mutilated, Defaced, Destroyed, Lost and Stolen Securities...21
SECTION 2.10.  Cancellation of Securities; Destruction Thereof.............22
SECTION 2.11.  Temporary Securities........................................22

                                   ARTICLE 3
                            COVENANTS OF THE ISSUER

SECTION 3.01.  Payment of Principal and Interest...........................23
SECTION 3.02.  Offices for Payments, etc...................................24
SECTION 3.03.  Appointment to Fill a Vacancy in Office of Trustee..........25
SECTION 3.04.  Paying Agents...............................................25
SECTION 3.05.  Written Statement to Trustee................................26
SECTION 3.06.  Luxembourg Publications.....................................26

                                   ARTICLE 4
        SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

SECTION 4.01.  Issuer to Furnish Trustee Information as to Names and
               Addresses of Securityholders................................26
SECTION 4.02.  Preservation and Disclosure of Securityholders Lists........27
SECTION 4.03.  Reports by the Issuer.......................................27
SECTION 4.04.  Reports by the Trustee......................................27


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                                                                          PAGE
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                                   ARTICLE 5
        REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 5.01.  Event of Default Defined; Acceleration of Maturity;
               Waiver of Default..........................................28
SECTION 5.02.  Collection of Indebtedness by Trustee; Trustee May
               Prove Debt ................................................30
SECTION 5.03.  Application of Proceeds....................................33
SECTION 5.04.  Suits for Enforcement......................................34
SECTION 5.05.  Restoration of Rights on Abandonment of Proceedings........34
SECTION 5.06.  Limitations on Suits by Securityholders....................34
SECTION 5.07.  Unconditional Right of Securityholders to Institute
               Certain Suits..............................................35
SECTION 5.08.  Powers and Remedies Cumulative; Delay or Omission Not
               Waiver of Default..........................................35
SECTION 5.09.  Control by Securityholders.................................36
SECTION 5.10.  Waiver of Past Defaults....................................36
SECTION 5.11.  Trustee to Give Notice of Default, But May Withhold in
               Certain Circumstances......................................37
SECTION 5.12.  Right of Court to Require Filing of Undertaking to
               Pay Costs..................................................37

                                   ARTICLE 6
                             CONCERNING THE TRUSTEE

SECTION 6.01.  Duties and Responsibilities of the Trustee; During Default;
               Prior to Default...........................................38
SECTION 6.02.  Certain Rights of the Trustee..............................39
SECTION 6.03.  Trustee Not Responsible for Recitals, Disposition of
               Securities or Application of Proceeds Thereof..............41
SECTION 6.04.  Trustee and Agents May Hold Securities or Coupons;
               Collections, Etc...........................................41
SECTION 6.05.  Monies Held by Trustee.....................................41
SECTION 6.06.  Compensation and Indemnification of Trustee and Its Prior
               Claim......................................................41
SECTION 6.07.  Right of Trustee to Rely on Officers' Certificate, Etc.....42
SECTION 6.08.  Conflicting Interests......................................42
SECTION 6.09.  Persons Eligible for Appointment as Trustee................43
SECTION 6.10.  Resignation and Removal; Appointment of Successor Trustee..44
SECTION 6.11.  Acceptance of Appointment by Successor Trustee.............45


                                       ii
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                                                                          PAGE
                                                                          ----

SECTION 6.12.  Merger, Conversion, Consolidation or Succession of
               Business of Trustee........................................47
SECTION 6.13.  Appointment of Authenticating Agent........................47

                                   ARTICLE 7
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01.  Evidence of Action Taken by Securityholders................48
SECTION 7.02.  Proof of Execution of Instruments and of Holding
               of Securities..............................................49
SECTION 7.03.  Holders to Be Treated as Owners............................49
SECTION 7.04.  Securities Owned by Issuer Deemed Not Outstanding..........49
SECTION 7.05.  Right of Revocation of Action Taken........................50

                                   ARTICLE 8
                            SUPPLEMENTAL INDENTURES

SECTION 8.01.  Supplemental Indentures Without Consent of Securityholders.51
SECTION 8.02.  Supplemental Indentures With Consent of Securityholders....52
SECTION 8.03.  Effect of Supplemental Indenture...........................54
SECTION 8.04.  Documents to Be Given to Trustee...........................54
SECTION 8.05.  Notation on Securities in Respect of Supplemental
               Indentures.................................................54

                                   ARTICLE 9
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.01.  Issuer May Consolidate, Etc., on Certain Terms.............55
SECTION 9.02.  Successor Corporation to be Substituted....................55
SECTION 9.03.  Opinion of Counsel to Trustee..............................56

                                   ARTICLE 10
           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONIES

SECTION 10.01.  Satisfaction and Discharge of Indenture...................56
SECTION 10.02.  Application by Trustee of Funds Deposited for Payment of
                Securities................................................60
SECTION 10.03.  Repayment of Monies Held by Paying Agent..................61
SECTION 10.04.  Return of Monies Held by Trustee and Paying Agent
                Unclaimed for Two Years...................................61
SECTION 10.05.  Indemnity for U.S. Government Obligations.................62


                                      iii
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                                                                          PAGE
                                                                          ----

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

SECTION 11.01.  Incorporators, Stockholders, Officers and Directors of
                Issuer Exempt from Individual Liability...................62
SECTION 11.02.  Provisions of Indenture for the Sole Benefit of Parties
                and Holders of Securities and Coupons.....................62
SECTION 11.03.  Successors and Assigns of Issuer Bound by Indenture.......62
SECTION 11.04.  Notices and Demands on Issuer, Trustee and Holders of
                Securities and Coupons....................................62
SECTION 11.05.  Officers' Certificates and Opinions of Counsel;
                Statements to Be Contained Therein........................64
SECTION 11.06.  Payments Due on Saturdays, Sundays and Holidays...........65
SECTION 11.07.  Conflict of Any Provision of Indenture with Trust
                Indenture Act of 1939.....................................65
SECTION 11.08.  New York Law to Govern....................................65
SECTION 11.09.  Counterparts..............................................65
SECTION 11.10.  Effect of Headings........................................65
SECTION 11.11.  Securities in a Foreign Currency..........................65
SECTION 11.12.  Judgment Currency.........................................66

                                   ARTICLE 12
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.01.  Applicability of Article..................................67
SECTION 12.02.  Notice of Redemption; Partial Redemptions.................67
SECTION 12.03.  Payment of Securities Called for Redemption...............69
SECTION 12.04.  Exclusion of Certain Securities from Eligibility for
                Selection for Redemption..................................70
SECTION 12.05.  Mandatory and Optional Sinking Funds......................70


                                      iv
<PAGE>


     THIS INDENTURE, dated as of May 25, 2001 between J.P. MORGAN CHASE & CO.,
a Delaware corporation (the "Issuer"), and BANKERS TRUST COMPANY, a New York
corporation (the "Trustee"),

                             W I T N E S S E T H :

     WHEREAS, the Issuer has duly authorized the issue from time to time of its
unsecured debentures, notes or other evidences of indebtedness to be issued in
one or more series (the "Securities") up to such principal amount or amounts as
may from time to time be authorized in accordance with the terms of this
Indenture and to provide, among other things, for the authentication, delivery
and administration thereof, the Issuer has duly authorized the execution and
delivery of this Indenture; and

     WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms, have been done;

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities by
the holders thereof, the Issuer and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective holders from time to time
of the Securities and of the Coupons, if any, appertaining thereto as follows:

                                   ARTICLE 1
                                  DEFINITIONS

     SECTION 1.01. Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939, including terms defined therein by reference to
the Securities Act of 1933 (except as herein otherwise expressly provided or
unless the context otherwise requires), shall have the meanings assigned to
such terms in said Trust Indenture Act and in said Securities Act as in force
at the date of this Indenture. All accounting terms used herein and not
expressly defined shall have the meanings assigned to such terms in accordance
with generally accepted accounting principles, and the term "generally accepted
accounting principles" means such accounting principles as are generally
accepted at the time of any computation.


<PAGE>


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. The terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular.

     "Authenticating Agent" shall have the meaning set forth in Section 6.13.

     "Authorized Newspaper" means a newspaper (which, in the case of The City
of New York, will, if practicable, be The Wall Street Journal (Eastern
Edition), in the case of the United Kingdom, will, if practicable, be the
Financial Times (London Edition) and, in the case of Luxembourg, will, if
practicable, be the Luxemburger Wort) published in an official language of the
country of publication customarily published at least once a day for at least
five days in each calendar week and of general circulation in The City of New
York, the United Kingdom or in Luxembourg, as applicable.

     "Board of Directors" means either the Board of Directors of the Issuer or
any duly constituted committee of such Board duly authorized to act on its
behalf.

     "Board Resolution" means a copy of one or more resolutions, certified by
the secretary or an assistant secretary of the Issuer to have been duly adopted
or consented to by the Board of Directors and to be in full force and effect,
and delivered to the Trustee.

     "Business Day" means, unless otherwise specified pursuant to Section 2.03,
with respect to any Security, a day that in the city (or in any of the cities,
if more than one) in which amounts are payable, as specified in the form of
such Security, is not a day on which banking institutions are authorized or
required by law or regulation to close or a day on which transactions in the
currency in which the Securities are payable are not conducted.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.

     "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 as of which this
Indenture is dated, located at Four Albany Street, New York, New York 10006,
Attn: Corporate Trust and Agency Services - Corporate Market Services.


                                       2
<PAGE>


     "Coupon" means any interest coupon appertaining to an Unregistered
Security.

     "covenant defeasance" shall have the meaning set forth in Section
10.01(c).

     "Depositary" means, with respect to the Securities of any series issuable
or issued in the form of one or more Registered Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.03 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is
more than one such Person, "Depositary" as used with respect to the Securities
of any such series shall mean the Depositary with respect to the Registered
Global Securities of that series.

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

     "Event of Default" means any event or condition specified as such in
Section 5.01.

     "Foreign Currency" means a currency issued by the government of a country
other than the United States (or any currency unit comprised of any such
currencies).

     "Holder", "holder of Securities", "Securityholder" or other similar terms
mean (a) in the case of any Registered Security, the Person in whose name such
Security is registered in the security register kept by the Issuer for that
purpose in accordance with the terms hereof, and (b) in the case of any
Unregistered Security, the bearer of such Security, or any Coupon appertaining
thereto, as the case may be.

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both, and shall include the forms and terms of particular series of Securities
established as contemplated hereunder.

     "interest" means when used with respect to non-interest bearing
Securities, interest payable after maturity.


                                       3
<PAGE>


     "Issuer" means (except as otherwise provided in Article 6) J.P. Morgan
Chase & Co., a Delaware corporation, and, subject to Article 9, its successors
and assigns.

     "Issuer Order" means a written statement, request or order of the Issuer
signed in its name by any one of the following: the chairman of the Board of
Directors, the president, a vice chairman of the Board of Directors, the chief
financial officer or the treasurer or any other person certified by any of the
foregoing officers in an Officers' Certificate to be an executive officer of
the Issuer or authorized by the Board of Directors to execute any such written
statement, request or order.

     "Judgment Currency" shall have the meaning set forth in Section 11.12.

     "Officers' Certificate" means a certificate signed by the chairman of the
Board of Directors, the president, a vice chairman of the Board of Directors,
the chief financial officer or the treasurer of the Issuer (or any other
officer identified by any of the foregoing officers in an Officers' Certificate
to be an executive officer of the Issuer) and the secretary, an assistant
secretary or the controller of the Issuer and delivered to the Trustee. Each
such certificate shall comply with Section 314 of the Trust Indenture Act of
1939 and include the statements provided for in Section 11.05.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel
who may be an employee of or counsel to the Issuer and who shall be
satisfactory to the Trustee. Each such opinion shall comply with Section 314 of
the Trust Indenture Act of 1939 and include the statements provided for in
Section 11.05.

     "original issue date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

     "Original Issue Discount Security" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.01.

     "Outstanding" when used with reference to Securities, shall, subject to
the provisions of Section 7.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except


                                       4
<PAGE>


          (a) Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (b) Securities, or portions thereof, for the payment or redemption of
     which monies or U.S. Government Obligations (as provided for in Section
     10.01) in the necessary amount shall have been deposited in trust with the
     Trustee or with any paying agent (other than the Issuer) or shall have
     been set aside, segregated and held in trust by the Issuer for the holders
     of such Securities (if the Issuer shall act as its own paying agent),
     provided that if such Securities, or portions thereof, are to be redeemed
     prior to the maturity thereof, notice of such redemption shall have been
     given as herein provided, or provision satisfactory to the Trustee shall
     have been made for giving such notice; and

          (c) Securities which shall have been paid or in substitution for
     which other Securities shall have been authenticated and delivered
     pursuant to the terms of Section 2.09 (except with respect to any such
     Security as to which proof satisfactory to the Trustee is presented that
     such Security is held by a person in whose hands such Security is a legal,
     valid and binding obligation of the Issuer).

     In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.01.

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

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

     "principal" whenever used with reference to the Securities or any Security
or any portion thereof, shall be deemed to include premium, if any, any other
cash amounts payable under the Indenture, and the delivery of Securities or
baskets or Securities under the terms of the debt securities.


                                       5
<PAGE>


     "record date" shall have the meaning set forth in Section 2.07.

     "Redemption Notice Period" shall have the meaning set forth in Section
12.02.

     "Registered Global Security", means a Security evidencing all or a part of
a series of Registered Securities, issued to the Depositary for such series in
accordance with Section 2.04, and bearing the legend prescribed in Section
2.04.

     "Registered Security" means any Security registered on the Security
register of the Issuer.

     "Required Currency" shall have the meaning set forth in Section 11.12.

     "Responsible Officer" when used with respect to the Trustee means the
chairman of the Board of Directors, any vice chairman of the board of
directors, the chairman of the trust committee, the chairman of the executive
committee, any vice chairman of the executive committee, the president, any
vice president, the cashier, the secretary, the treasurer, any trust officer,
any assistant trust officer, any assistant vice president, any assistant
cashier, any assistant secretary, any assistant treasurer, or any other officer
or assistant officer of the Trustee customarily performing functions similar to
those performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
knowledge of and familiarity with the particular subject.

     "Security" or "Securities" has the meaning stated in the first recital of
this Indenture, or, as the case may be, Securities that have been authenticated
and delivered under this Indenture.

     "Trust Indenture Act of 1939" (except as otherwise provided in Sections
8.01 and 8.02) means the Trust Indenture Act of 1939 as in force at the date as
of which this Indenture was originally executed.

     "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article 6, shall also include any
successor trustee.

     "Unregistered Security" means any Security other than a Registered
Security.

     "U.S. Government Obligations" shall have the meaning set forth in Section
10.01(a).


                                       6
<PAGE>


     "U.S. Person" means a citizen or resident of the United States for United
States federal income tax purposes, a corporation or partnership, including an
entity treated as a corporation or partnership for United States federal income
tax purposes, created or organized in or under the laws of the United States,
or any state of the United States or the District of Columbia, an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.

     "vice president" when used with respect to the Issuer 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 of "vice president".

     "Yield to Maturity" means the yield to maturity on a series of Securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.

                                   ARTICLE 2
                                   SECURITIES

     SECTION 2.01. Forms Generally. The Securities of each series and the
Coupons, if any, to be attached thereto shall be substantially in such form
(not inconsistent with this Indenture) as shall be established by or pursuant
to one or more Board Resolutions (as set forth in a Board Resolution or, to the
extent established pursuant to rather than set forth in a Board Resolution, an
Officers' Certificate detailing such establishment) or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have imprinted or otherwise reproduced thereon such
legend or legends or endorsements, not inconsistent with the provisions of this
Indenture, as may be required to comply with any law or with any rules or
regulations pursuant thereto, or with any rules of any securities exchange or
to conform to general usage, all as may be determined by the officers executing
such Securities and Coupons, if any, as evidenced by their execution of such
Securities and Coupons.

     The definitive Securities and Coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.


                                       7
<PAGE>


     SECTION 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

                                            BANKERS TRUST COMPANY, as Trustee

                                            By:
                                               ---------------------------------
                                                     Authorized Officer

     If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Trustee's Certificate of
Authentication to be borne by the Securities of each such series shall be
substantially as follows:

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

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

                                                    as Authenticating Agent

                                            By:
                                               ---------------------------------
                                               Authorized Officer

     SECTION 2.03. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

     The Securities may be issued in one or more series and each such series
shall rank equally and pari passu with all other unsecured and unsubordinated
debt of the Issuer. There shall be established in or pursuant to one or more
Board Resolutions (and to the extent established pursuant to rather than set
forth in a Board Resolution, in an Officers' Certificate detailing such
establishment) or established in one or more indentures supplemental hereto,
prior to the initial issuance of Securities of any series,

          (1) the designation of the Securities of the series (which shall
     distinguish the Securities of the series from the Securities of all other
     series);

          (2) any limit upon the aggregate principal amount of the Securities
     of the series that may be authenticated and delivered under this


                                       8
<PAGE>


     Indenture (except for Securities authenticated and delivered upon
     registration of, transfer of, or in exchange for, or in lieu of, other
     Securities of the series pursuant to Section 2.08, 2.09, 2.11, 8.05 or
     12.03);

          (3) if other than Dollars, the coin or currency in which the
     Securities of that series are denominated (including, but not limited to,
     any Foreign Currency);

          (4) the date or dates on which the principal of or other amounts due
     under the Securities of the series is payable or the method by which such
     date or dates shall be determined;

          (5) the rate or rates at which the Securities of the series shall
     bear interest, if any, or the method by which such rate or rates shall be
     determined, the date or dates from which such interest shall accrue, the
     interest payment dates on which such interest shall be payable and (in the
     case of Registered Securities) the record dates for the determination of
     Holders to whom interest is payable;

          (6) the place or places where the principal of, any interest on or
     other amounts due under the Securities or delivery of any Securities or
     basket of Securities, as the case may be, of the series shall be payable
     (if other than as provided in Section 3.02);

          (7) the right, if any, of the Issuer to redeem Securities, in whole
     or in part, at its option and the period or periods within which, the
     price or prices at which and any terms and conditions, including the
     Redemption Notice Period, upon which Securities of the series may be so
     redeemed, pursuant to any sinking fund or otherwise;

          (8) the obligation, if any, of the Issuer to redeem, purchase or
     repay Securities of the series pursuant to any mandatory redemption,
     sinking fund or analogous provisions or at the option of a Holder thereof
     and the price or prices at which and the period or periods within which
     and any terms and conditions upon which Securities of the series shall be
     redeemed, purchased or repaid, in whole or in part, pursuant to such
     obligation;

          (9) if other than denominations of $1,000 and any integral multiple
     thereof in the case of Registered Securities, or $1,000 and $5,000 in the
     case of Unregistered Securities, the denominations in which Securities of
     the series shall be issuable;


                                       9
<PAGE>


          (10) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the maturity thereof pursuant to Section
     5.01 or provable in bankruptcy pursuant to Section 5.02;

          (11) any trustees, depositaries, authenticating or paying agents,
     transfer agents or registrars or any other agents with respect to the
     Securities of such series;

          (12) if other than the coin or currency in which the Securities of
     that series are denominated, the coin or currency in which payment of the
     principal of or interest on the Securities of such series shall be
     payable;

          (13) if the principal of, interest on, or other amounts payable
     under, if any, the Securities of such series are to be payable, at the
     election of the Issuer or a holder thereof, in a coin or currency other
     than that in which the Securities are denominated, the period or periods
     within which, and the terms and conditions upon which, such election may
     be made;

          (14) if the amount of payments of principal of and/or interest on, or
     other amounts payable under, the Securities of the series may be
     determined with reference to an index based on a coin or currency other
     than that in which the Securities of the series are denominated, or with
     reference to any currencies, currency units, composite currencies,
     commodity prices, securities, baskets of securities, indices, baskets of
     indices, interest rates, swap rates, baskets of swap rates or any other
     factors or other financial, economic or other measure or instrument,
     including the occurrence or non-occurrence of any event or circumstance,
     the manner in which such amounts shall be determined;

          (15) whether the Securities of the series will be issuable as
     Registered Securities (and if so, whether such Securities will be issuable
     as Registered Global Securities) or Unregistered Securities (with or
     without Coupons), or any combination of the foregoing, any restrictions
     applicable to the offer, sale, transfer, exchange or delivery of
     Unregistered Securities or Registered Securities or the payment of
     interest thereon and, if other than as provided in Section 2.08, the terms
     upon which Unregistered Securities of any series may be exchanged for
     Registered Securities of such series and vice versa;

          (16) whether and under what circumstances the Issuer will pay
     additional amounts on the Securities of the series held by a Person who is
     not a U.S. Person in respect of any tax, assessment or governmental charge


                                       10
<PAGE>


     withheld or deducted and, if so, whether the Issuer will have the option
     to redeem such Securities in order to avoid the obligation to pay future
     additional amounts;

          (17) if the Securities of such series are to be issuable in
     definitive form (whether upon original issue or upon exchange of a
     temporary Security of such series) only upon receipt of certain
     certificates or other documents or satisfaction of other conditions, then
     the form and terms of such certificates, documents or conditions;

          (18) the terms and conditions, if any, upon which the Securities of
     such series may or shall be convertible into or exchangeable or
     exercisable for or payable in, among other things, other securities
     (whether or not issued by, or the obligation of, the Issuer), instruments,
     contracts, currencies, commodities or other forms of property, rights or
     interests or any combination of the foregoing;

          (19) any other events of default or covenants with respect to the
     Securities of such series; and

          (20) any other terms of the series, including provisions for payment
     by wire transfers if any, or modifications of the definition of Business
     Day, (which terms shall not be inconsistent with the provisions of this
     Indenture).

     All Securities of any one series and Coupons, if any, appertaining
thereto, shall be substantially identical, except in the case of Registered
Securities as to denomination and except as may otherwise be provided by or
pursuant to the Board Resolution or Officer's Certificate referred to above or
as set forth in any such indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and may be issued from time to
time, consistent with the terms of this Indenture, if so provided by or
pursuant to such Board Resolution, such Officer's Certificate or in any such
indenture supplemental hereto.

     SECTION 2.04. Authentication and Delivery of Securities. The Issuer may
deliver Securities of any series having attached thereto appropriate Coupons,
if any, executed by the Issuer to the Trustee for authentication together with
the applicable documents referred to below in this Section, and the Trustee
shall thereupon authenticate and deliver such Securities to or upon the order
of the Issuer (contained in the Issuer Order referred to below in this Section)
or pursuant to such procedures acceptable to the Trustee and to such recipients
as may be specified from time to time by an Issuer Order. The maturity date,
original issue date, interest rate and any other terms of the Securities of
such series and


                                       11
<PAGE>


Coupons, if any, appertaining thereto (including Redemption Notice Periods)
shall be determined by or pursuant to such Issuer Order and procedures. In
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive (in the case of subparagraphs 2.04(a)(ii), 2.04(a)(iii) and
2.04(a)(iv) below only at or before the time of the first request of the Issuer
to the Trustee to authenticate Securities of such series) and (subject to
Section 6.01) shall be fully protected in relying upon, unless and until such
documents have been superseded or revoked:

          (i) an Issuer Order requesting such authentication and setting forth
     delivery instructions if the Securities and Coupons, if any, are not to be
     delivered to the Issuer, provided that, with respect to Securities of a
     series subject to a Periodic Offering, (a) such Issuer Order may be
     delivered by the Issuer to the Trustee prior to the delivery to the
     Trustee of such Securities for authentication and delivery, (b) the
     Trustee shall authenticate and deliver Securities of such series for
     original issue from time to time, in an aggregate principal amount not
     exceeding the aggregate principal amount established for such series,
     pursuant to an Issuer Order or pursuant to procedures acceptable to the
     Trustee as may be specified from time to time by an Issuer Order, (c) the
     maturity date or dates, original issue date or dates, interest rate or
     rates and any other terms of Securities of such series (including
     Redemption Notice Periods) shall be determined by an Issuer Order or
     pursuant to such procedures and (d) if provided for in such procedures,
     such Issuer Order may authorize authentication and delivery pursuant to
     oral or electronic instructions from the Issuer or its duly authorized
     agent or agents, which oral instructions shall be promptly confirmed in
     writing;

          (ii) any Board Resolution, Officer's Certificate and/or executed
     supplemental indenture referred to in Sections 2.01 and 2.03 by or
     pursuant to which the forms and terms of the Securities and Coupons, if
     any, were established;

          (iii) an Officer's Certificate setting forth the form or forms and
     terms of the Securities and Coupons, if any, stating that the form or
     forms and terms of the Securities and Coupons, if any, have been
     established pursuant to Sections 2.01 and 2.03 and comply with this
     Indenture, and covering such other matters as the Trustee may reasonably
     request; and

          (iv) at the option of the Issuer, either an Opinion of Counsel, or a
     letter addressed to the Trustee permitting it to rely on an Opinion of
     Counsel, substantially to the effect that:


                                       12
<PAGE>


               (A) the forms of the Securities and Coupons, if any, have been
          duly authorized and established in conformity with the provisions of
          this Indenture;

               (B) in the case of an underwritten offering, the terms of the
          Securities have been duly authorized and established in conformity
          with the provisions of this Indenture, and, in the case of an
          offering that is not underwritten, certain terms of the Securities
          have been established pursuant to a Board Resolution, an Officer's
          Certificate or a supplemental indenture in accordance with this
          Indenture, and when such other terms as are to be established
          pursuant to procedures set forth in an Issuer Order shall have been
          established, all such terms will have been duly authorized by the
          Issuer and will have been established in conformity with the
          provisions of this Indenture;

               (C) when the Securities and Coupons, if any, have been executed
          by the Issuer and authenticated by the Trustee in accordance with the
          provisions of this Indenture and delivered to and duly paid for by
          the purchasers thereof, they will have been duly issued under this
          Indenture and will be valid and binding obligations of the Issuer,
          enforceable in accordance with their respective terms, and will be
          entitled to the benefits of this Indenture; and

               (D) the execution and delivery by the Issuer of, and the
          performance by the Issuer of its obligations under, the Securities
          and Coupons, if any, will not contravene any provision of applicable
          law or the certificate of incorporation or by-laws of the Issuer or
          any agreement or other instrument binding upon the Issuer or any of
          its consolidated subsidiaries that is material to the Issuer and its
          subsidiaries, taken as a whole, or, to the best of such counsel's
          knowledge, any judgment, order or decree of any U.S. governmental
          body, agency or court having jurisdiction over the Issuer or any of
          its consolidated subsidiaries, and no consent, approval or
          authorization of any U.S. governmental body or agency is required for
          the performance by the Issuer of its obligations under the Securities
          and Coupons, if any, except such as are specified and have been
          obtained and such as may be required by the securities or blue sky
          laws of the various states in connection with the offer and sale of
          the Securities and Coupons, if any.


                                       13
<PAGE>


     In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium and other
similar laws affecting the rights and remedies of creditors and is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). Such counsel may rely, as to
all matters governed by the laws of jurisdictions other than the State of New
York and the federal law of the United States, upon opinions of other counsel
(copies of which shall be delivered to the Trustee), who shall be counsel
reasonably satisfactory to the Trustee, in which case the opinion shall state
that such counsel believes he and the Trustee are entitled so to rely. Such
counsel may also state that, insofar as such opinion involves factual matters,
he has relied, to the extent he deems proper, upon certificates of officers of
the Issuer and its subsidiaries and certificates of public officials.

     The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible
Officers shall determine that such action would expose the Trustee to personal
liability to existing Holders or would affect the Trustee's own rights, duties
or immunities under the Securities, this Indenture or otherwise.

     If the Issuer shall establish pursuant to Section 2.03 that the Securities
of a series are to be issued in the form of one or more Registered Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section and the Issuer Order with respect to such series,
authenticate and deliver one or more Registered Global Securities that (i)
shall represent and shall be denominated in an amount equal to the aggregate
principal amount of all of the Securities of such series issued and not yet
cancelled, (ii) shall be registered in the name of the Depositary for such
Registered Global Security or Securities or the nominee of such Depositary,
(iii) shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instructions and (iv) shall bear a legend substantially to the
following effect: "Unless and until it is exchanged in whole or in part for
Securities in definitive registered form, this Security may not be transferred
except as a whole by the Depositary to the nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary."

     Each Depositary designated pursuant to Section 2.03 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency


                                       14
<PAGE>


registered under the Securities Exchange Act of 1934 and any other applicable
statute or regulation.

     SECTION 2.05. Execution of Securities. The Securities and, if applicable,
each Coupon appertaining thereto shall be signed on behalf of the Issuer by the
chairman of its Board of Directors, its president, the chairman of its
executive committee, any vice chairman of its Board of Directors, the General
Counsel, any Managing Director or any vice president under its corporate seal
attested by its secretary or any assistant secretary. Such signatures may be
the manual or facsimile signatures of the present or any future such officers.
The seal of the Issuer may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Securities and, if
applicable, each Coupon appertaining thereto. Typographical and other minor
errors or defects in any such reproduction of the seal or any such signature
shall not affect the validity or enforceability of any Security that has been
duly authenticated and delivered by the Trustee.

     In case any officer of the Issuer who shall have signed any of the
Securities or Coupons, if any, shall cease to be such officer before the
Security so signed (or the Security to which the Coupon so signed appertains)
shall be authenticated and delivered by the Trustee or disposed of by the
Issuer, such Security or Coupon nevertheless may be authenticated and delivered
or disposed of as though the person who signed such Security or Coupon had not
ceased to be such officer of the Issuer; and any Security or Coupon may be
signed on behalf of the Issuer by such persons as, at the actual date of the
execution of such Security or Coupon, shall be the proper officers of the
Issuer, although at the date of the execution and delivery of this Indenture
any such person was not such an officer.

     SECTION 2.06. Certificate of Authentication. Only such Securities as shall
bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. No Coupon shall be entitled to the
benefits of this Indenture or shall be valid or obligatory for any purpose
until the certificate of authentication on the Security to which such Coupon
appertains shall have been duly executed by the Trustee. The execution of such
certificate by the Trustee upon any Security executed by the Issuer shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

     SECTION 2.07. Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable as Registered Securities or
Unregistered Securities in such denominations as shall be specified as


                                       15
<PAGE>


contemplated by Section 2.03. In the absence of any such specifications with
respect to the Registered Securities of any series, Registered Securities shall
be issued in denomination of $1,000 and any integral multiples thereof. In the
absence of any such specifications with respect to the Unregistered Securities
of any series, Unregistered Securities shall be issued in denomination of
$1,000 and $5,000. The Securities of each series shall be numbered, lettered,
or otherwise distinguished in such manner or in accordance with such plan as
the officers of the Issuer executing the same may determine as evidenced by the
execution and authentication thereof.

     Each Registered Security shall be dated the date of its authentication.
Each Unregistered Security shall be dated as provided in the resolution or
resolutions of the Board of Directors of the Issuer or the supplemental
indenture referred to in Section 2.03. The Securities of each series shall bear
interest, if any, from the date, and such interest shall be payable on the
dates, established as contemplated by Section 2.03.

     The Person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered
Security subsequent to the record date and prior to such interest payment date,
except if and to the extent the Issuer shall default in the payment of the
interest due on such interest payment date for such series, in which case such
defaulted interest shall be paid to the Persons in whose names Outstanding
Registered Securities for such series are registered at the close of business
on a subsequent record date (which shall be not less than ten business days
prior to the date of payment of such defaulted interest) established by notice
given by mail by or on behalf of the Issuer to the holders of Registered
Securities not less than 15 days preceding such subsequent record date. The
term "record date" as used with respect to any interest payment date (except a
date for payment of defaulted interest) for the Securities of any series shall
mean the date specified as such in the terms of the Registered Securities of
such series as contemplated by Section 2.03, or, if no such date is so
specified, if such interest payment date is the first day of a calendar month,
the fifteenth day of the next preceding calendar month or, if such interest
payment date is the fifteenth day of a calendar month, the first day of such
calendar month, whether or not such record date is a Business Day.

     Any defaulted interest payable in respect of any Unregistered Security
shall be payable pursuant to such procedures as may be satisfactory to the
Trustee in such manner that there is no discrimination as between the holders
of Registered Securities and Unregistered Securities of the same series and
notice of the payment date therefor shall be given by the Trustee in the name
and at the


                                       16
<PAGE>


expense of the Issuer by publication at least once in an Authorized Newspaper
in the Borough of Manhattan, The City of New York, and at least once in an
Authorized Newspaper in London (and, if required by Section 3.06, at least once
in an Authorized Newspaper in Luxembourg). In case an Unregistered Security is
surrendered for exchange for a Registered Security after the close of business
on any record date for the payment of defaulted interest and before the opening
of business on the proposed date of payment of such defaulted interest, the
Coupon appertaining to such surrendered Unregistered Security and due for
payment on such proposed date of payment will not be surrendered with such
surrendered Unregistered Security and interest payable on such proposed date of
payment will be made only to the holder of such Coupon on such proposed date.

     SECTION 2.08. Registration, Transfer and Exchange. The Issuer will keep or
cause to be kept at an office or agency to be maintained for the purpose as
provided in Section 3.02 for each series of Securities a register or registers
in which, subject to such reasonable regulations as it may prescribe, it will
register, and will register the transfer of, or cause the registration of the
transfer of, Registered Securities as in this Article provided. Such register
shall be in written form in the English language or in any other form capable
of being converted into such form within a reasonable time. At all reasonable
times such register or registers shall be open for inspection by the Trustee.

     Upon due presentation for registration of transfer of any Registered
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.02, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same series, maturity
date, interest rate and original issue date in authorized denominations for a
like aggregate principal amount.

     Unregistered Securities (except for any temporary global Unregistered
Securities) and Coupons (except for Coupons attached to any temporary global
Unregistered Securities) shall be transferable by delivery.

     At the option of the Holder thereof, Registered Securities of any series
(other than a Registered Global Security, except as set forth below) may be
exchanged for a Registered Security or Registered Securities of such series in
other authorized denominations, in an equal aggregate principal amount, upon
surrender of such Registered Securities to be exchanged at the office or agency
of the Issuer that shall be maintained for such purpose in accordance with
Section 3.02 and upon payment, if the Issuer shall so require, of the charges
hereinafter provided. If the Securities of any series are issued in both
registered and unregistered form, except as otherwise specified pursuant to
Section 2.03, at the option of the Holder thereof, Unregistered Securities of
any series may be


                                       17
<PAGE>


exchanged for Registered Securities of such series, maturity date and interest
rate of any authorized denominations and of a like aggregate principal amount,
upon surrender of such Unregistered Securities to be exchanged at the agency of
the Issuer that shall be maintained for such purpose in accordance with Section
3.02, with, in the case of Unregistered Securities that have Coupons attached,
all unmatured Coupons and all matured Coupons in default appertaining thereto,
and upon payment, if the Issuer shall so require, of the charges hereinafter
provided. At the option of the Holder thereof, if Unregistered Securities of
any series, maturity date, interest rate and original issue date are issued in
more than one authorized denomination, except as otherwise specified pursuant
to Section 2.03, such Unregistered Securities may be exchanged for Unregistered
Securities of such series, maturity date, interest rate and original issue date
of other authorized denominations and of a like aggregate principal amount,
upon surrender of such Unregistered Securities to be exchanged at the agency of
the Issuer that shall be maintained for such purpose in accordance with Section
3.02 or as specified pursuant to Section 2.03, with, in the case of
Unregistered Securities that have Coupons attached, all unmatured Coupons and
all matured Coupons in default thereto appertaining, and upon payment, if the
Issuer shall so require, of the charges hereinafter provided. Unless otherwise
specified pursuant to Section 2.03, Registered Securities of any series may not
be exchanged for Unregistered Securities of such series. Whenever any
Securities and the Coupons appertaining thereto, if any, are so surrendered for
exchange, the Issuer shall execute, and the Trustee shall authenticate and
deliver, the Securities and the Coupons appertaining thereto, if any, which the
Holder making the exchange is entitled to receive.

     Notwithstanding the foregoing, in case an Unregistered Security of any
series is surrendered at any such office or agency in exchange for a Registered
Security of the same series after the close of business at such office or
agency on any record date and before the opening of business at such office or
agency on the relevant interest payment date, such Unregistered Security shall
be surrendered without the Coupon relating to such interest payment date or
proposed date of payment, as the case may be.

     All Registered Securities presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the
Trustee) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuer and the Trustee duly
executed by, the Holder or his attorney duly authorized in writing.

     The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange
or registration of transfer of Securities. No service charge shall be made for
any such transaction.


                                       18
<PAGE>


     The Issuer shall not be required to exchange or register a transfer of (a)
any Securities of any series for a period of 15 days next preceding the first
mailing of notice of redemption of Securities of such series to be redeemed,
(b) any Securities selected, called or being called for redemption in whole or
in part, except, in the case of any Security where public notice has been given
that such Security is to be redeemed in part, the portion thereof not so to be
redeemed and except that an Unregistered Security may be exchanged for a
Registered Security of the same series if such Registered Security is
immediately surrendered for redemption or (c) any Securities if the Holder
thereof has exercised any right to require the Issuer to repurchase such
Securities, in whole or in part, except, in the case of any Security to be
repurchased in part, the portion thereof not so to be repurchased.

     Notwithstanding any other provision of this Section 2.08, unless and until
it is exchanged in whole or in part for Securities in definitive registered
form, a Registered Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series
or a nominee of such successor Depositary.

     If at any time the Depositary for any Registered Securities of a series
represented by one or more Registered Global Securities notifies the Issuer
that it is unwilling or unable to continue as Depositary for such Registered
Securities or if at any time the Depositary for such Registered Securities
shall no longer be eligible under Section 2.04, the Issuer shall appoint a
successor Depositary eligible under Section 2.04 with respect to such
Registered Securities. If a successor Depositary eligible under Section 2.04
for such Registered Securities is not appointed by the Issuer within 90 days
after the Issuer receives such notice or becomes aware of such ineligibility,
the Issuer's election pursuant to Section 2.03 that such Registered Securities
be represented by one or more Registered Global Securities shall no longer be
effective and the Issuer will execute, and the Trustee, upon receipt of an
Officer's Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount
of the Registered Global Security or Securities representing such Registered
Securities in exchange for such Registered Global Security or Securities.

     The Issuer may at any time and in its sole discretion determine that the
Registered Securities of any series issued in the form of one or more
Registered Global Securities shall no longer be represented by a Registered
Global Security or Securities. In such event the Issuer will execute, and the
Trustee, upon receipt


                                       19
<PAGE>


of an Officer's Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount
of the Registered Global Security or Securities representing such Registered
Securities, in exchange for such Registered Global Security or Securities.

     If specified by the Issuer pursuant to Section 2.03 with respect to
Securities represented by a Registered Global Security, the Depositary for such
Registered Global Security may surrender such Registered Global Security in
exchange in whole or in part for Securities of the same series in definitive
registered form on such terms as are acceptable to the Issuer and such
Depositary. Thereupon, the Issuer shall execute, and the Trustee shall
authenticate and deliver, without service charge,

          (i) to the Person specified by such Depositary a new Registered
     Security or Securities of the same series, of any authorized denominations
     as requested by such Person, in an aggregate principal amount equal to and
     in exchange for such Person's beneficial interest in the Registered Global
     Security; and

          (ii) to such Depositary a new Registered Global Security in a
     denomination equal to the difference, if any, between the principal amount
     of the surrendered Registered Global Security and the aggregate principal
     amount of Registered Securities authenticated and delivered pursuant to
     clause 2.08(a)(i) above.

     Upon the exchange of a Registered Global Security for Securities in
definitive registered form without coupons, in authorized denominations, such
Registered Global Security shall be cancelled by the Trustee or an agent of the
Issuer or the Trustee. Securities in definitive registered form without coupons
issued in exchange for a Registered Global Security pursuant to this Section
2.08 shall be registered in such names and in such authorized denominations as
the Depositary for such Registered Global Security, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent
shall deliver such Securities to or as directed by the Persons in whose names
such Securities are so registered.

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


                                       20
<PAGE>


     Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, neither the Issuer nor the Trustee (which shall
rely on an Officers' Certificate and an Opinion of Counsel) shall be required
to exchange any Unregistered Security for a Registered Security if such
exchange would result in adverse Federal income tax consequences to the Issuer
(including, without limitation, the inability of the Issuer to deduct from its
income, as computed for Federal income tax purposes, the interest payable on
the Unregistered Securities) under then applicable United States Federal income
tax laws.

     SECTION 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security or any Coupon appertaining to any
Security shall become mutilated, defaced or be destroyed, lost or stolen, the
Issuer in its discretion may execute, and upon the written request of any
officer of the Issuer, the Trustee shall authenticate and deliver, a new
Security of the same series, maturity date, interest rate and original issue
date, bearing a number or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen with Coupons corresponding to the Coupons appertaining to the
Security so mutilated, defaced, destroyed, lost or stolen, or in exchange or
substitution for the Security to which such mutilated, defaced, destroyed, lost
or stolen Coupon appertained, with Coupons appertaining thereto corresponding
to the Coupons so mutilated, defaced, destroyed, lost or stolen. In every case
the applicant for a substitute Security or Coupon shall furnish to the Issuer
and to the Trustee and any agent of the Issuer or the Trustee such security or
indemnity as may be required by them to indemnify and defend and to save each
of them harmless and, in every case of destruction, loss or theft, evidence to
their satisfaction of the destruction, loss or theft of such Security or Coupon
and of the ownership thereof.

     Upon the issuance of any substitute Security or Coupon, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith. In case
any Security or Coupon which has matured or is about to mature or has been
called for redemption in full, as the case may be, shall become mutilated or
defaced or be destroyed, lost or stolen, the Issuer may, instead of issuing a
substitute Security or Coupon, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated or defaced
Security or Coupon), if the applicant for such payment shall furnish to the
Issuer and to the Trustee and any agent of the Issuer or the Trustee such
security or indemnity as any of them may require to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Issuer and the Trustee and any agent of the Issuer or the
Trustee evidence to their satisfaction of the destruction, loss or theft of
such Security or Coupon and of the ownership thereof.


                                       21
<PAGE>


     Every substitute Security or Coupon of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuer, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set
forth in) this Indenture equally and proportionately with any and all other
Securities or Coupons of such series duly authenticated and delivered
hereunder. All Securities and Coupons shall be held and owned upon the express
condition that, to the extent permitted by law, the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, defaced or
destroyed, lost or stolen Securities and Coupons and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

     SECTION 2.10. Cancellation of Securities; Destruction Thereof. All
Securities and Coupons surrendered for payment, retirement, redemption,
registration of transfer or exchange, or for credit against any payment in
respect of a sinking or analogous fund, if surrendered to the Issuer or any
agent of the Issuer or the Trustee, shall be delivered to the Trustee for
cancellation or, if surrendered to the Trustee, shall be cancelled by it; and
no Securities or Coupons shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. The Trustee shall destroy
cancelled Securities and Coupons held by it and deliver a certificate of
destruction to the Issuer. If the Issuer shall acquire any of the Securities or
Coupons, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities or Coupons unless and until the
same are delivered to the Trustee for cancellation.

     SECTION 2.11. Temporary Securities. Pending the preparation of definitive
Securities for any series, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as Registered Securities without Coupons, or as Unregistered
Securities with or without Coupons attached thereto, of any authorized
denomination, and substantially in the form of the definitive Securities of
such series but with such omissions, insertions and variations as may be
appropriate for temporary Registered Securities, all as may be determined by
the Issuer with the concurrence of the Trustee. Temporary Securities may
contain such references to any provisions of this Indenture as may be
appropriate. Every temporary Security shall be executed by the Issuer and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary


                                       22
<PAGE>


Registered Securities of such series may be surrendered in exchange therefor
without charge at each office or agency to be maintained by the Issuer for that
purpose pursuant to Section 3.02 and in the case of Unregistered Securities
together with any unmatured Coupons and any matured Coupons in default
appertaining thereto, at any agency maintained by the Issuer for such purpose
as specified pursuant to Section 2.03, and the Trustee shall authenticate and
deliver in exchange for such temporary Securities of such series a like
aggregate principal amount of definitive Securities of the same series having
authorized denominations and, in the case of Unregistered Securities, having
attached thereto any appropriate Coupons. Until so exchanged, the temporary
Securities of any series and any unmatured Coupons appertaining thereto shall
be entitled to the same benefits under this Indenture as definitive Securities
of such series and any unmatured Coupons appertaining thereto unless otherwise
established pursuant to Section 2.03. The provisions of this Section are
subject to any restrictions or limitations on the issue and delivery of
temporary Unregistered Securities of any series that may be established
pursuant to Section 2.03 (including any provision that Unregistered Securities
of such series initially be issued in the form of a single global Unregistered
Security to be delivered to a depositary or agency located outside the United
States and the procedures pursuant to which definitive or global Unregistered
Securities of such series would be issued in exchange for such temporary global
Unregistered Security).

                                   ARTICLE 3
                            COVENANTS OF THE ISSUER

     SECTION 3.01. Payment of Principal and Interest. The Issuer covenants and
agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities and in the
Coupons, if any, appertaining thereto and in this Indenture. The interest on
Unregistered Securities with Coupons attached (together with any additional
amounts payable pursuant to the terms of such Unregistered Securities) shall be
payable only upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally mature. Except
as specified as contemplated in Section 2.03, the interest on any temporary
Unregistered Securities (together with any additional amounts payable pursuant
to the terms of such temporary Unregistered Securities) shall be paid, as to
the installments of interest evidenced by Coupons attached thereto, if any,
only upon presentation and surrender thereof, and, as to the other installments
of interest, if any, only upon presentation of such Securities for notation
thereon of the payment of such interest, in each case


                                       23
<PAGE>


subject to any restrictions that may be established pursuant to Section 2.03.
The interest on Registered Securities (together with any additional amounts
payable pursuant to the terms of such Securities) shall be payable only to or
upon the written order of the Holders thereof and, at the option of the Issuer,
may be paid by wire transfer or by mailing checks for such interest payable to
or upon the written order of such Holders at their last addresses as they
appear on the registry books of the Issuer.

     SECTION 3.02. Offices for Payments, etc. So long as any Registered
Securities are authorized for issuance pursuant to this Indenture or are
outstanding hereunder, the Issuer will maintain in the Borough of Manhattan,
The City of New York, the following for each series: an office or agency (a)
where the Registered Securities may be presented for payment and (b) where the
Registered Securities may be presented for registration of transfer and for
exchange as in this Indenture provided.

     The Issuer will maintain one or more offices or agencies in a city or
cities located outside the United States (including any city in which such an
agency is required to be maintained under the rules of any stock exchange on
which the Securities of such series are listed) where the Unregistered
Securities, if any, of each series and Coupons, if any, appertaining thereto
may be presented and surrendered for payment. No payment on any Unregistered
Security or Coupon will be made upon presentation of such Unregistered Security
or Coupon at an agency of the Issuer within the United States nor will any
payment be made by transfer to an account in, or by mail to an address in, the
United States unless pursuant to applicable United States laws and regulations
then in effect, such payment can be made without adverse tax consequences to
the Issuer. Notwithstanding the foregoing, payments in Dollars on Unregistered
Securities of any series and Coupons appertaining thereto which are payable in
Dollars may be made at an agency of the Issuer maintained in the Borough of
Manhattan, The City of New York if such payment in Dollars at each agency
maintained by the Issuer outside the United States for payment on such
Unregistered Securities is illegal or effectively precluded by exchange
controls or other similar restrictions.

     The Issuer will maintain in the Borough of Manhattan, The City of New
York, an office or agency where notices and demands to or upon the Issuer in
respect of the Securities of any series, the Coupons appertaining thereto or
this Indenture may be served.

     The Issuer will give to the Trustee written notice of the location of any
such office or agency and of any change of location thereof. In case the Issuer
shall fail to maintain any such office or agency or shall fail to give such
notice of the location or of any change in the location thereof, presentations
and demands may be made and notices may be served at the Corporate Trust
Office.


                                       24
<PAGE>


     The Issuer may from time to time designate one or more additional offices
or agencies where the Securities of a series and any Coupons appertaining
thereto may be presented for payment, where the Securities of that series may
be presented for exchange as provided in this Indenture and pursuant to Section
2.03 and where the Registered Securities of that series may be presented for
registration of transfer as in this Indenture provided, and the Issuer may from
time to time rescind any such designation, as the Issuer may deem desirable or
expedient; provided, however, that no such designation or rescission shall in
any manner relieve the Issuer of its obligation to maintain the agencies
provided for in this Section. The Issuer will give to the Trustee prompt
written notice of any such designation or rescission thereof.

     SECTION 3.03. Appointment to Fill a Vacancy in Office of Trustee. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee with respect to each series of Securities
hereunder.

     SECTION 3.04. Paying Agents. Whenever the Issuer shall appoint a paying
agent other than the Trustee with respect to the Securities of any series, it
will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section,

          (a) that it will hold all sums received by it as such agent for the
     payment of the principal of or interest on the Securities of such series
     (whether such sums have been paid to it by the Issuer or by any other
     obligor on the Securities of such series) in trust for the benefit of the
     holders of the Securities of such series or the Coupons appertaining
     thereto, if any, or of the Trustee, and

          (b) that it will give the Trustee notice of any failure by the Issuer
     (or by any other obligor on the Securities of such series) to make any
     payment of the principal of or interest on the Securities of such series
     when the same shall be due and payable.

     The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such series, deposit with the paying agent a sum
or sums in the required currencies sufficient to pay such principal or interest
so becoming due, and (unless such paying agent is the Trustee) the Issuer will
promptly notify the Trustee of any failure to take such action.

     If the Issuer shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold
in trust for the benefit of


                                       25
<PAGE>


the Holders of the Securities of such series or the Coupons appertaining
thereto a sum sufficient to pay such principal or interest so becoming due. The
Issuer will promptly notify the Trustee of any failure to take such action.

     Anything in this Section to the contrary notwithstanding, but subject to
Section 10.01, the Issuer may at any time, for the purpose of obtaining a
satisfaction and discharge with respect to one or more or all series of
Securities hereunder, or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust for any such series by the Issuer or any paying
agent hereunder, as required by this Section, such sums to be held by the
Trustee upon the trusts herein contained.

     Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 10.03 and 10.04.

     SECTION 3.05. Written Statement to Trustee. The Issuer will deliver to the
Trustee on or before May 1 in each year (beginning with May 1, 2002) a
written statement, signed by two of its officers (which need not comply with
Section 11.05) stating that in the course of the performance of their duties as
officers of the Issuer they would normally have knowledge of any default by the
Issuer in the performance of any covenants contained in this Indenture, stating
whether or not they have knowledge of any such default and, if so specifying
each such default of which the signers have knowledge and the nature thereof.

     SECTION 3.06. Luxembourg Publications. In the event of the publication of
any notice pursuant to Section 5.11, 6.10(a), 6.11, 8.02, 10.04, 12.02 or
12.05, the party making such publication in the Borough of Manhattan, The City
of New York and London shall also, to the extent that notice is required to be
given to Holders of Securities of any series by applicable Luxembourg law or
stock exchange regulation, as evidenced by an Officers' Certificate delivered
to such party, make a similar publication in Luxembourg.

                                   ARTICLE 4
        SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

     SECTION 4.01. Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Issuer covenants and agrees that it will
furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of the
Registered Securities of such series pursuant to Section 312 of the Trust
Indenture Act of 1939:


                                       26
<PAGE>


          (a) not more than 15 days after each record date for the payment of
     interest on such Registered Securities, as herein above specified, as of
     such record date and on dates to be determined pursuant to Section 2.03
     for non-interest bearing Registered Securities in each year, and

          (b) at such other times as the Trustee may request in writing, within
     30 days after receipt by the Issuer of any such request as of a date not
     more than 15 days prior to the time such information is furnished,

provided that if and so long as the Trustee shall be the Security registrar for
such series and all of the Securities of any series are Registered Securities,
such list shall not be required to be furnished.

     SECTION 4.02. Preservation and Disclosure of Securityholders Lists. (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the holders of each series of
Securities contained in the most recent list furnished to it as provided in
Section 4.01. The Trustee may destroy any list furnished to it as provided in
Section 4.01 upon receipt of a new list so furnished.

     (b) The rights of Holders to communicate with other Holders with respect
to the Indenture or the Securities are as provided by the Trust Indenture Act
of 1939.

     (c) Neither the Company nor the Trustee will be held accountable by reason
of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act of 1939.

     SECTION 4.03. Reports by the Issuer. The Issuer covenants to file with the
Trustee, within 15 days after the Issuer is required to file the same with the
Commission, copies of the annual reports and of the information, documents, and
other reports that the Issuer may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
or pursuant to Section 314 of the Trust Indenture Act of 1939.

     SECTION 4.04. Reports by the Trustee. Any Trustee's report required under
Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or
before January 15 in each year beginning January 15, 2002, as provided in
Section 313(c) of the Trust Indenture Act of 1939, so long as any Securities
are Outstanding hereunder, and shall be dated as of a date convenient to the
Trustee no more than 60 days prior thereto.


                                       27
<PAGE>


                                   ARTICLE 5
        REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

     SECTION 5.01. Event of Default Defined; Acceleration of Maturity; Waiver
of Default. "Event of Default" with respect to Securities of any series
wherever used herein, means each one of the following events which shall have
occurred and be continuing (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):

          (a) default in the payment of any installment of interest upon any of
     the Securities of such series as and when the same shall become due and
     payable, and continuance of such default for a period of 30 days; or

          (b) default in the payment of all or any part of the principal or
     other amounts on any of the Securities of such series as and when the same
     shall become due and payable either at maturity, upon any redemption, by
     declaration or otherwise; or

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

          (d) a court having jurisdiction in the premises shall enter a decree
     or order for relief in respect of the Issuer in an involuntary case under
     any applicable bankruptcy, insolvency or other similar law now or
     hereafter in effect, or appointing a receiver, liquidator, assignee,
     custodian, trustee, sequestrator (or similar official) of the Issuer or
     for any substantial part of its property or ordering the winding up or
     liquidation of its affairs, and such decree or order shall remain unstayed
     and in effect for a period of 60 consecutive days; or

          (e) the Issuer shall commence a voluntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect, or
     consent to the entry of an order for relief in an involuntary case


                                       28
<PAGE>


     under any such law, or consent to the appointment or taking possession by
     a receiver, liquidator, assignee, custodian, trustee, sequestrator (or
     similar official) of the Issuer or for any substantial part of its
     property, or make any general assignment for the benefit of creditors; or

          (f) any other Event of Default provided in the supplemental indenture
     under which such series of Securities is issued or in the form of Security
     for such series.

If an Event of Default described in clauses (a), (b), (c) or (f) above (if the
Event of Default under clauses (c) or (f) is with respect to less than all
series of Securities then Outstanding) occurs and is continuing, then, and in
each and every such case, except for any series the principal of which shall
have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Securities of all series
affected thereby then Outstanding hereunder (treated as one class), by notice
in writing to the Issuer (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Securities of any such affected series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of such series) of all Securities of such
affected series and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately
due and payable. If an Event of Default described in clauses (c), (f) (if the
Event of Default under clauses (c) or (f) is with respect to all series of
Securities at the time Outstanding), (d) or (e) occurs and is continuing, then
and in each and every such case, unless the principal of all the Securities
shall have already become due and payable, either the Trustee or the Holders of
not less than 25% in aggregate principal amount of all the Securities then
Outstanding hereunder (treated as one class), by notice in writing to the
Issuer (and to the Trustee if given by Securityholders), may declare the entire
principal (or, if any Securities are Original Issue Discount Securities, such
portion of the principal as may be specified in the terms thereof) of all the
Securities then Outstanding and interest accrued thereon, if any, to be due and
payable immediately, and upon any such declaration the same shall become
immediately due and payable.

     The foregoing provisions, however, are subject to the condition that if,
at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities, as
the case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the monies due shall have been obtained
or entered as hereinafter provided, the Issuer shall pay or shall deposit with
the Trustee a sum sufficient to pay all matured installments of interest upon
all the Securities of such series (or of all the Securities, as the case may
be) and the principal of any and all Securities of each such series (or of all
the Securities, as the case may be) which shall have


                                       29
<PAGE>


become due otherwise than by acceleration (with interest upon such principal
and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest, at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of each such series (or at the
respective rates of interest or Yields to Maturity of all the Securities, as
the case may be) to the date of such payment or deposit) and such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Trustee except as a result of negligence or bad
faith, and if any and all Events of Default under the Indenture, other than the
non-payment of the principal of Securities which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein, then and in every such case the Holders of a majority in aggregate
principal amount of all the Securities of each such series (or of all the
Securities, as the case may be) then Outstanding (in each case treated as one
class), by written notice to the Issuer and to the Trustee, may waive all
defaults with respect to each such series (or with respect to all the
Securities, as the case may be) and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.

     For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed,
for all purposes hereunder, to be such portion of the principal thereof as
shall be due and payable as a result of such acceleration, and payment of such
portion of the principal thereof as shall be due and payable as a result of
such acceleration, together with interest, if any, thereon and all other
amounts owing thereunder, shall constitute payment in full of such Original
Issue Discount Securities.

     SECTION 5.02. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. The Issuer covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Securities of any series
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days or (b) in case default shall be made in
the payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity
of the Securities of such series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole
amount that then shall have become due and payable on all Securities of such
series, and such Coupons, if any, for principal or interest, as the case may be
(with interest to the date of such payment


                                       30
<PAGE>


upon the overdue principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest at the
same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of such series); and in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including reasonable compensation to the Trustee
and each predecessor Trustee, their respective agents, attorneys and counsel,
and any expenses and liabilities incurred, and all advances made, by the
Trustee and each predecessor Trustee except as a result of its negligence or
bad faith.

     Until such demand is made by the Trustee, the Issuer may pay the principal
of and interest on the Securities of any series to the registered holders,
whether or not the principal of, and interest on, if any, the Securities of
such series be overdue.

     In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any
such judgment or final decree against the Issuer or other obligor upon the
Securities and collect in the manner provided by law out of the property of the
Issuer or other obligor upon the Securities, wherever situated, the monies
adjudged or decreed to be payable.

     In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities of any series under Title 11 of the United
States Code or any other applicable Federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to
the Issuer or other obligor upon the Securities of any series, or to the
creditors or property of the Issuer or such other obligor, the Trustee,
irrespective of whether the principal of any Securities of any series shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise:

          (a) to file and prove a claim or claims for the whole amount of
     principal and interest (or, if the Securities of any series are Original
     Issue Discount Securities, such portion of the principal amount as may be
     specified in the terms of such series) owing and unpaid in respect of the


                                       31
<PAGE>


     Securities of any series, and to file such other papers or documents as
     may be necessary or advisable in order to have the claims of the Trustee
     (including any claim for reasonable compensation to the Trustee and each
     predecessor Trustee, and their respective agents, attorneys and counsel,
     and for reimbursement of all expenses and liabilities incurred, and all
     advances made, by the Trustee and each predecessor Trustee, except as a
     result of negligence or bad faith) and of the Securityholders allowed in
     any judicial proceedings relative to the Issuer or other obligor upon the
     Securities of any series, or to the creditors or property of the Issuer or
     such other obligor,

          (b) unless prohibited by applicable law and regulations, to vote on
     behalf of the holders of the Securities of any series in any election of a
     trustee or a standby trustee in arrangement, reorganization, liquidation
     or other bankruptcy or insolvency proceedings or Person performing similar
     functions in comparable proceedings, and

          (c) to collect and receive any monies or other property payable or
     deliverable on any such claims, and to distribute all amounts received
     with respect to the claims of the Securityholders and of the Trustee on
     their behalf; and any trustee, receiver, or liquidator, custodian or other
     similar official is hereby authorized by each of the Securityholders to
     make payments to the Trustee, and, in the event that the Trustee shall
     consent to the making of payments directly to the Securityholders, to pay
     to the Trustee such amounts as shall be sufficient to cover reasonable
     compensation to the Trustee, each predecessor Trustee and their respective
     agents, attorneys and counsel, and all other expenses and liabilities
     incurred, and all advances made, by the Trustee and each predecessor
     Trustee except as a result of negligence or bad faith, and all other
     amounts due the Trustee and each predecessor Trustee pursuant to Section
     6.06.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or Coupons appertaining to such Securities
of any series or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Securityholder in any such proceeding
except, as aforesaid, to vote for the election of a trustee in bankruptcy or
similar Person.

     All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of any of the
Securities of such series or Coupons appertaining to such Securities or the
production thereof on any trial or other proceedings relative thereto, and any
such action or


                                       32
<PAGE>


proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, subject to the
payment of the expenses, disbursements and compensation of the Trustee, each
predecessor Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Securities or Coupons appertaining to
such Securities in respect of which such action was taken.

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the
Holders of the Securities in respect of which such action was taken, and it
shall not be necessary to make any Holders of such Securities parties to any
such proceedings.

     SECTION 5.03. Application of Proceeds. Any monies collected by the Trustee
pursuant to this Article in respect of any series shall be applied in the
following order at the date or dates fixed by the Trustee and, in case of the
distribution of such monies on account of principal or interest, upon
presentation of the several Securities and Coupons appertaining to such
Securities in respect of which monies have been collected and stamping (or
otherwise noting) thereon the payment, or issuing Securities of such series in
reduced principal amounts in exchange for the presented Securities of like
series if only partially paid, or upon surrender thereof if fully paid:

          FIRST: To the payment of costs and expenses applicable to such series
     in respect of which monies have been collected, including reasonable
     compensation to the Trustee and each predecessor Trustee and their
     respective agents and attorneys and of all expenses and liabilities
     incurred, and all advances made, by the Trustee and each predecessor
     Trustee except as a result of negligence or bad faith, and all other
     amounts due to the Trustee or any predecessor Trustee pursuant to Section
     6.06;

          SECOND: In case the principal of the Securities in respect of which
     monies have been collected shall not have become and be then due and
     payable, to the payment of interest on the Securities of such series in
     default in the order of the maturity of the installments of such interest,
     with interest (to the extent that such interest has been collected by the
     Trustee) upon the overdue installments of interest at the same rate as the
     rate of interest or Yield to Maturity (in the case of Original Issue
     Discount Securities) specified in such Securities, such payments to be
     made ratably to the Persons entitled thereto, without discrimination or
     preference;

          THIRD: In case the principal of the Securities of such series in
     respect of which monies have been collected shall have become and shall be
     then due and payable, to the payment of the whole amount then owing


                                       33
<PAGE>


     and unpaid upon all the Securities of such series for principal and
     interest, with interest upon the overdue principal, and (to the extent
     that such interest has been collected by the Trustee) upon overdue
     installments of interest at the same rate as the rate of interest or Yield
     to Maturity (in the case of Original Issue Discount Securities) specified
     in the Securities of such series; and in case such monies shall be
     insufficient to pay in full the whole amount so due and unpaid upon the
     Securities of such series, then to the payment of such principal and
     interest or Yield to Maturity, without preference or priority of principal
     over interest or Yield to Maturity, or of interest or Yield to Maturity
     over principal, or of any installment of interest over any other
     installment of interest, or of any Security of such series over any other
     Security of such series, ratably to the aggregate of such principal and
     accrued and unpaid interest or Yield to Maturity; and

          FOURTH: To the payment of the remainder, if any, to the Issuer or any
     other Person lawfully entitled thereto.

     SECTION 5.04. Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

     SECTION 5.05. Restoration of Rights on Abandonment of Proceedings. In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then and in every such
case the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

     SECTION 5.06. Limitations on Suits by Securityholders. No Holder of any
Security of any series or of any Coupon appertaining thereto shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture, or for the appointment of a
trustee, receiver, liquidator, custodian or other similar official or for any
other remedy hereunder, unless such Holder previously shall have given to the
Trustee written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of


                                       34
<PAGE>


not less than 25% in aggregate principal amount of the Securities of each
affected series then Outstanding (treated as a single class) shall have made
written request upon the Trustee to institute such action or proceedings in its
own name as trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity shall have failed to
institute any such action or proceeding and no direction inconsistent with such
written request shall have been given to the Trustee pursuant to Section 5.09;
it being understood and intended, and being expressly covenanted by the taker
and Holder of every Security or Coupon with every other taker and Holder and
the Trustee, that no one or more Holders of Securities of any series or Coupons
appertaining to such Securities shall have any right in any manner whatever by
virtue or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other such Holder of Securities of that or any
other series or Coupons appertaining to such Securities, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce
any right under this Indenture, except in the manner herein provided and for
the equal, ratable and common benefit of all Holders of Securities of the
applicable series and Coupons appertaining to such Securities.

     For the protection and enforcement of the provisions of this Section, each
and every Securityholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.

     SECTION 5.07. Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any other provision in this Indenture and any provision
of any Security or Coupon, the right of any Holder of any Security or Coupon to
receive payment of the principal of and interest on such Security or Coupon on
or after the respective due dates expressed in such Security or Coupon, or to
institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

     SECTION 5.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver
of Default. Except as provided in Section 5.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders 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.

     No delay or omission of the Trustee or of any Securityholder to exercise
any right or power accruing upon any Event of Default occurring and continuing


                                       35
<PAGE>


as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 5.06, every power and remedy given by this Indenture or by law to the
Trustee or to the Securityholders may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Securityholders.

     SECTION 5.09. Control by Securityholders. The Holders of a majority in
aggregate principal amount of the Securities of each series affected (with all
such series voting as a single class) at the time Outstanding shall have the
right to direct the time, method, and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee with respect to the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 6.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith by its board of directors, the executive
committee, or a trust committee of directors or Responsible Officers of the
Trustee shall determine that the action or proceedings so directed would
involve the Trustee in personal liability or if the Trustee in good faith shall
so determine that the actions or forebearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of Holders of the
Securities of all series so affected not joining in the giving of said
direction, it being understood that (subject to Section 6.01) the Trustee shall
have no duty to ascertain whether or not such actions or forebearances are
unduly prejudicial to such Holders.

     Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

     SECTION 5.10. Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Securities of any series as provided in
Section 5.01, the Holders of a majority in aggregate principal amount of the
Securities of all series at the time Outstanding with respect to which an Event
of Default shall have occurred and be continuing (voting as a single class) may
on behalf of the Holders of all such Securities waive any past default or Event
of Default described in Section 5.01 and its consequences except a default in
respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Security affected. In the case of any
such waiver, the Issuer, the Trustee and the Holders of all such Securities
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair
any right consequent thereon.


                                       36
<PAGE>


     Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

     SECTION 5.11. Trustee to Give Notice of Default, But May Withhold in
Certain Circumstances. The Trustee shall, within 90 days after the occurrence
of a default with respect to the Securities of any series, give notice of all
defaults with respect to that series known to the Trustee (i) if any
Unregistered Securities of a series affected are then Outstanding, to the
Holders thereof, (A) by mail to such Holders who have filed their names and
addresses with the Trustee within the two years preceding the notice at such
addresses as were so furnished to the Trustee and (B) either through the
customary notice provisions of the clearing system or systems through which
beneficial interests in such Unregistered Securities are owned if such
Unregistered Securities are held only in global form or by publication at least
once in an Authorized Newspaper in the Borough of Manhattan, The City of New
York, and at least once in an Authorized Newspaper in London (and, if required
by Section 3.06, at least once in an Authorized Newspaper in Luxembourg), and
(ii) if any Registered Securities of a series affected are then Outstanding, by
mailing notice to the Holders of then Outstanding Registered Securities of each
series affected at their addresses as they shall appear on the registry books,
unless in each case such defaults shall have been cured before the mailing or
publication of such notice (the term "defaults" for the purpose of this Section
being hereby defined to mean any event or condition which is, or with notice or
lapse of time or both would become, an Event of Default); provided that, except
in the case of default in the payment of the principal of, interest on or any
other amounts due under any of the Securities of such series, or in the payment
of any sinking fund installment on such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee, or a trust committee of directors or trustees and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders of such
series.

     SECTION 5.12. Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security or
Coupon by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits


                                       37
<PAGE>


and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series or in the case of
any suit relating to or arising under clauses (c) or (f) of Section 5.01 (if
the suit relates to Securities of more than one but less than all series), 10%
in aggregate principal amount of Securities then Outstanding and affected
thereby, or, in the case of any suit relating to or arising under clauses (c),
(f) (if the suit under clauses (c) or (f) relates to all the Securities then
Outstanding), (d) or (e) of Section 5.01, 10% in aggregate principal amount of
all Securities Outstanding, or to any suit instituted by any Securityholder for
the enforcement of the payment of the principal of or interest on any Security
or Coupon on or after the due date expressed in such Security or Coupon.

                                   ARTICLE 6
                             CONCERNING THE TRUSTEE

     SECTION 6.01. Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities
issued hereunder, the Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a particular series and after the curing or
waiving of all Events of Default which may have occurred with respect to such
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise with respect to such series of Securities
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

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

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

          (i) the duties and obligations of the Trustee with respect to the
     Securities of any series shall be determined solely by the express
     provisions of this Indenture, and the Trustee shall not be liable except
     for the performance of such duties and obligations as are specifically set
     forth


                                       38
<PAGE>


     in this Indenture, and no implied covenants or obligations shall be read
     into this Indenture against the Trustee; and

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

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

     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders pursuant to Section 5.09 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust power conferred upon the Trustee, under this Indenture.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties or in the exercise of any of its rights
or powers, if there shall be reasonable ground for believing that the repayment
of such funds or indemnity satisfactory to it against such liability is not
reasonably assured to it.

     The provisions of this Section 6.01 are in furtherance of and subject to
Section 315 of the Trust Indenture Act of 1939.

     SECTION 6.02. Certain Rights of the Trustee. In furtherance of and subject
to the Trust Indenture Act of 1939, and subject to Section 6.01:

     (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, Officers' Certificate,
Issuer Order or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, bond, debenture, note, coupon, security or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;


                                       39
<PAGE>


     (b) any request, direction, order or demand of the Issuer mentioned herein
shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the secretary or an assistant secretary of the Issuer to
have been duly adopted by the Board of Directors and to be in full force and
effect on the date thereof;

     (c) the Trustee may consult with counsel and any 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 to be taken by it hereunder
in good faith and in accordance with such advice or Opinion of Counsel;

     (d) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Securityholders pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred therein or thereby;

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

     (f) prior to the occurrence of an Event of Default hereunder and after the
curing or waiving of all Events of Default, the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document unless requested in writing so to do by the Holders of not
less than a majority in aggregate principal amount of the Securities of all
series affected then Outstanding; provided that, if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it
by the terms of this Indenture, the Trustee may require indemnity satisfactory
to it against such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every such investigation shall be paid by the Issuer or,
if paid by the Trustee or any predecessor Trustee, shall be repaid by the
Issuer upon demand; and

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents,
attorneys, custodians or nominees not regularly in its employ and the Trustee
shall not be


                                       40
<PAGE>


responsible for any misconduct or negligence on the part of any such agent,
attorney, custodian or nominee appointed with due care by it hereunder.

     (h) In no event shall the Trustee be liable for the selection of
investments or for investment losses incurred thereon. The Trustee shall have
no liability in respect of losses incurred as a result of the liquidation of
any investments prior to its stated maturity or failure to provide timely
written direction.

     (i) The Trustee shall not be charged with knowledge of an Event of Default
unless a Responsible Officer of the Trustee has actual knowledge or the Trustee
has received written notice thereof.

     SECTION 6.03. Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein
and in the Securities or Coupons, except the Trustee's certificate of
authentication, shall be taken as the statements of the Issuer, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or Coupons. The Trustee shall not be accountable for the use or
application by the Issuer of any of the Securities or of the proceeds thereof.

     SECTION 6.04. Trustee and Agents May Hold Securities or Coupons;
Collections, Etc. The Trustee or any agent of the Issuer or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
or Coupons with the same rights it would have if it were not the Trustee or
such agent and, subject to Sections 6.08 and 6.13, if operative, may otherwise
deal with the Issuer and receive, collect, hold and retain collections from the
Issuer with the same rights it would have if it were not the Trustee or such
agent.

     SECTION 6.05. Monies Held by Trustee. Subject to the provisions of Section
10.04 hereof, all monies received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
monies received by it hereunder except such as it may agree with the Issuer to
pay thereon.

     SECTION 6.06. Compensation and Indemnification of Trustee and Its Prior
Claim. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust) and the Issuer covenants and agrees to pay or reimburse
the


                                       41
<PAGE>


Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and
of all agents and other Persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Issuer also covenants to indemnify the Trustee and each predecessor 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 Indenture or the trusts hereunder
and its duties hereunder, including the costs and expenses of defending itself
against or investigating any claim of liability in the premises. The
obligations of the Issuer under this Section to compensate and indemnify the
Trustee and each predecessor Trustee and to pay or reimburse the Trustee and
each predecessor Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. Such additional indebtedness shall be a senior
claim to that of the Securities or Coupons upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Securities or Coupons, and the Securities or Coupons
are hereby subordinated to such senior claim. The Issuer's obligations pursuant
to this Section 6.06 shall survive the earlier termination of this Indenture or
resignation or removal of the Trustee.

     SECTION 6.07. Right of Trustee to Rely on Officers' Certificate, Etc..
Subject to Sections 6.01 and 6.02, whenever in the administration of the trusts
of this Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted by it
under the provisions of this Indenture upon the faith thereof.

     SECTION 6.08. Conflicting Interests. The following indentures are hereby
specifically described for the purposes of excluding such indentures and this
Indenture with respect to Securities of any other series from the operation of
Section 310(b)(1) of the Trust Indenture Act of 1939: (i) the Indenture dated
as of July 1, 1986, as amended or supplemented, between the Issuer and the
Trustee, (ii) the Indenture dated as of December 1, 1989 between the Issuer and
the Trustee (as supplemented by the Agreement of Resignation, Appointment and
Acceptance, dated as of March 29, 1996) and (iii) this Indenture with respect
to the Securities of any o ther series, and there shall also be so excluded any
other indenture or indentures under which other


                                       42
<PAGE>


securities, or certificates of interest or participation in other securities,
of the Issuer are outstanding if (i) this Indenture, with respect to Securities
of such series, and, if applicable, this Indenture with respect to such other
series issued pursuant to this Indenture and such other indenture or indentures
are wholly unsecured, and such other indenture or indentures are hereafter
qualified under the Trust Indenture Act of 1939, unless the Commission shall
have found and declared by order pursuant to Section 305(b) or Section 307(c)
of such Trust Indenture Act of 1939 that differences exist between the
provisions of this Indenture with respect to Securities of such series and one
or more other series, or the provisions of this Indenture and the provisions of
such other indenture or indentures which are so likely to involve a material
conflict of interest as to make it necessary in the public interest or for the
protection of investors to disqualify the Trustee from acting as such under
this Indenture with respect to Securities of such series and such other series,
or under this Indenture or such other indenture or indentures, or (ii) the
Issuer shall have sustained the burden of proving, on application to the
Commission and after opportunity for hearing thereon, that trusteeship under
this Indenture with respect to Securities of such series and such other series,
or under this Indenture and such other indenture or indentures is not so likely
to involve material conflict of interest as to make it necessary in the public
interest or for the protection of investors to disqualify the Trustee from
acting as such under this Indenture with respect to Securities of such series
and such other series, or under this Indenture and such other indentures.

     SECTION 6.09. Persons Eligible for Appointment as Trustee. The Trustee for
each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having a combined capital and surplus
of at least $5,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal,
State or District of Columbia authority. Such corporation shall have its
principal place of business in the Borough of Manhattan, The City of New York,
if there be such a corporation in such location willing to act upon reasonable
and customary terms and conditions. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 6.10.

     The provisions of this Section 6.09 are in furtherance of and subject to
Section 310(a) of the Trust Indenture Act of 1939.


                                       43
<PAGE>


     SECTION 6.10. Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign with respect to one or more or all series of Securities by giving
written notice of resignation to the Issuer and (i) if any Unregistered
Securities of a series affected are then Outstanding, by giving notice of such
resignation to the Holders thereof (A) by mail to such Holders who have filed
their names and addresses with the Trustee within the two years preceding the
notice at such addresses as were so furnished to the Trustee and (B) either
through the customary notice provisions of the clearing system or systems
through which beneficial interests in such Unregistered Securities are owned if
such Unregistered Securities are held only in global form or by publication at
least once in an Authorized Newspaper in the Borough of Manhattan, The City of
New York, and at least once in an Authorized Newspaper in London (and, if
required by Section 3.06, at least once in an Authorized Newspaper in
Luxembourg), and (ii) if any Registered Securities of a series affected are
then Outstanding, by mailing notice of such resignation to the Holders of then
Outstanding Registered Securities of each series affected at their addresses as
they shall appear on the registry books. Upon receiving such notice of
resignation, the Issuer shall promptly appoint a successor trustee or trustees
with respect to the applicable series by written instrument in duplicate,
executed by authority of the Board of Directors, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor
trustee or trustees. If no successor trustee shall have been so appointed with
respect to any series and have accepted appointment within 30 days after the
mailing of such notice of resignation, the resigning trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee, or
any Securityholder who has been a bona fide Holder of a Security or Securities
of the applicable series for at least six months may, subject to the provisions
of Section 5.12, on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

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

          (i) the Trustee shall fail to comply with the provisions of Section
     310(b) of the Trust Indenture Act of 1939 with respect to any series of
     Securities after written request therefor by the Issuer or by any
     Securityholder who has been a bona fide Holder of a Security or Securities
     of such series for at least six months; or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 6.09 and Section 310(a) of the Trust Indenture Act
     of 1939 and shall fail to resign after written request therefor by the
     Issuer or by any Securityholder; or


                                       44
<PAGE>


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

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of
Directors of the Issuer, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 315(e) of the Trust Indenture Act of 1939, any
Securityholder who has been a bona fide Holder of a Security or Securities of
such series for at least six months may on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee with respect
to such series. Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.

     (c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 7.01 of the action in that regard taken by the
Securityholders.

     (d) Any resignation or removal of the Trustee with respect to any series
and any appointment of a successor trustee with respect to such series pursuant
to any of the provisions of this Section 6.10 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 6.11.

     SECTION 6.11. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as
if originally named as trustee for such series hereunder; but, nevertheless, on
the written request of the Issuer or of the successor trustee, upon payment of
its charges then unpaid, the trustee ceasing to act shall, subject to Section
10.04, pay over to the successor


                                       45
<PAGE>


trustee all monies at the time held by it hereunder and shall execute and
deliver an instrument transferring to such successor trustee all such rights,
powers, duties and obligations. Upon request of any such successor trustee, the
Issuer shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights
and powers. Any trustee ceasing to act shall, nevertheless, retain a prior
claim upon all property or funds held or collected by such trustee to secure
any amounts then due it pursuant to the provisions of Section 6.06.

     If a successor trustee is appointed with respect to the Securities of one
or more (but not all) series, the Issuer, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to
the Securities of any series as to which the predecessor Trustee not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be trustee of a trust or trusts under separate
indentures.

     No successor trustee with respect to any series of Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under Section 310(b) of
the Trust Indenture Act of 1939 and eligible under the provisions of Section
6.09.

     Upon acceptance of appointment by any successor trustee as provided in
this Section, the Issuer shall mail notice thereof (a) if any Unregistered
Securities of a series affected are then Outstanding, to the Holders thereof,
(A) by mail to such Holders who have filed their names and addresses with the
Trustee within the two years preceding the notice at such addresses as were so
furnished to the Trustee and (B) either through the customary notice provisions
of the clearing system or systems through which beneficial interests in such
Unregistered Securities are owned if such Unregistered Securities are held only
in global form or by publication at least once in an Authorized Newspaper in
the Borough of Manhattan, The City of New York and at least once in an
Authorized Newspaper in London (and, if required by Section 3.06, at least once
in an Authorized Newspaper in Luxembourg), and (b) if any Registered Securities
of a series affected are then Outstanding, by mailing notice to the Holders of
then Outstanding Registered Securities of each series affected at their
addresses as they shall appear on the registry books. If the acceptance of
appointment is substantially contemporaneous with the resignation, then the
notice called for by


                                       46
<PAGE>


the preceding sentence may be combined with the notice called for by Section
6.10. If the Issuer fails to give such notice within ten days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Issuer.

     SECTION 6.12. Merger, Conversion, Consolidation or Succession of Business
of Trustee. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided that such corporation
shall be qualified under Section 310(b) of the Trust Indenture Act of 1939 and
eligible under the provisions of Section 6.09, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to
the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee; and in all such
cases such certificate shall have the full force which it is anywhere in the
Securities of such series or in this Indenture provided that the certificate of
the Trustee shall have; provided, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities of any
series in the name of any predecessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation.

     SECTION 6.13. Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.09.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any
series by the Trustee or to the Trustee's Certificate of Authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent for such series and a Certificate of
Authentication executed on behalf of the Trustee by such Authenticating Agent.
Such Authenticating Agent shall at all


                                       47
<PAGE>


times be a corporation organized and doing business under the laws of the
United States of America or of any State, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $5,000,000 (determined as provided in Section 6.09 with respect to the
Trustee) and subject to supervision or examination by Federal or State
authority.

     Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency
business of any Authenticating Agent, shall continue to be the Authenticating
Agent with respect to all series of Securities for which it served as
Authenticating Agent without the execution or filing of any paper or any
further act on the part of the Trustee or such Authenticating Agent. Any
Authenticating Agent may at any time, and if it shall cease to be eligible
shall, resign by giving written notice of resignation to the Trustee and to the
Issuer.

     Upon receiving such a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.13 with respect to one or more
series of Securities, the Trustee shall upon receipt of an Issuer Order appoint
a successor Authenticating Agent and the Issuer shall provide notice of such
appointment to all Holders of Securities of such series in the manner and to
the extent provided in Section 11.04. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. The Issuer agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

     Sections 6.02, 6.03, 6.04, 6.06, 6.09 and 7.03 shall be applicable to any
Authenticating Agent.

                                   ARTICLE 7
                         CONCERNING THE SECURITYHOLDERS

     SECTION 7.01. Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in


                                       48
<PAGE>


and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders 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. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 6.01 and 6.02) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.

     SECTION 7.02. Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.01 and 6.02, the fact and date of the
execution of any instrument by a Securityholder or his agent or proxy and the
amount and numbers of Securities of any series held by the person so executing
any instrument by a Securityholder or his agent or proxy and the amount and
numbers of any Security or Securities for such series may also be proven in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee for such series or in any other manner which the Trustee for such
series may deem sufficient.

     SECTION 7.03. Holders to Be Treated as Owners. The Issuer, the Trustee and
any agent of the Issuer or the Trustee may deem and treat the Person in whose
name any Security shall be registered upon the Security register for such
series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any
agent of the Issuer or the Trustee shall be affected by any notice to the
contrary. The Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the Holder of any Unregistered Security and the Holder of any Coupon
as the absolute owner of such Unregistered Security or Coupon (whether or not
such Unregistered Security or Coupon shall be overdue), for the purpose of
receiving payment thereof or on account thereof and for all other purposes and
neither the Issuer, the Trustee, nor any agent of the Issuer or the Trustee
shall be affected by any notice to the contrary. All such payments so made to
any such Person, or upon his order, shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for
monies payable upon any such Unregistered Security or Coupon.

     SECTION 7.04. Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the
Issuer or any other obligor on the Securities with respect to which such
determination is


                                       49
<PAGE>


being made or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Issuer or any other obligor
on the Securities with respect to which such determination is being made shall
be disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver only
Securities which the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Issuer or any other obligor upon the Securities or any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer or any other obligor on the Securities.
In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with
such advice. Upon request of the Trustee, the Issuer shall furnish to the
Trustee promptly an Officers' Certificate listing and identifying all
Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above described Persons; and, subject to Sections 6.01
and 6.02, the Trustee shall be entitled to accept such Officers' Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

     SECTION 7.05. Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.01, of
the taking of any action by the Holders of the percentage in aggregate
principal amount of the Outstanding Securities of any or all series, as the
case may be, specified in this Indenture in connection with such action, any
Holder of a Security the serial number of which is shown by the evidence to be
included among the serial numbers of the Securities the Holders of which have
consented to such action may, by filing written notice at the Corporate Trust
Office and upon proof of holding as provided in this Article, revoke such
action so far as concerns such Security. Except as aforesaid any such action
taken by the Holder of any Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Security and of any
Securities issued in exchange or substitution therefor or on registration or
transfer thereof, irrespective of whether or not any notation in regard thereto
is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such
action shall be conclusively binding upon the Issuer, the Trustee and the
Holders of all the Securities affected by such action.


                                       50
<PAGE>


                                   ARTICLE 8
                            SUPPLEMENTAL INDENTURES

     SECTION 8.01. Supplemental Indentures Without Consent of Securityholders.
The Issuer, when authorized by a resolution of its Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act of 1939 as in force
at the date of the execution thereof) for one or more of the following
purposes:

     (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities of one or more series any property or assets;

     (b) to evidence the succession of another corporation to the Issuer, or
successive successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Issuer pursuant to Article 9;

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

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


                                       51
<PAGE>


     (e) to establish the form or terms of Securities of any series or of the
Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03;
and

     (f) to evidence and provide for the acceptance of appointment hereunder by
a successor trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one trustee, pursuant to the requirements of Section 6.11.

     The Trustee is hereby authorized to join with the Issuer in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities at
the time outstanding, notwithstanding any of the provisions of Section 8.02.

     SECTION 8.02. Supplemental Indentures With Consent of Securityholders.
With the consent (evidenced as provided in Article 7) of the Holders of not
less than a majority in aggregate principal amount of the Securities at the
time Outstanding of all series affected by such supplemental indenture (voting
as one class), the Issuer, when authorized by a resolution of its Board of
Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order), and the Trustee may, from
time to time and at any time, enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of execution thereof) for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of each
such series or the Coupons appertaining to such Securities; provided, that no
such supplemental indenture shall (a)(i) extend the final maturity of any
Security, (ii) reduce the principal amount thereof, (iii) reduce the rate or
extend the time of payment of interest thereon or other amounts due thereunder,
(iv) change the method in which amounts of payments of principal, interest or
other amounts due thereon are determined, (v) reduce any amount payable on
redemption thereof, (vi) make the principal thereof (including any amount in
respect of original issue discount), or interest thereon payable in any coin or
currency other than that provided in the Securities and Coupons or in
accordance


                                       52
<PAGE>


with the terms thereof, (vii) modify or amend any provisions for converting any
currency into any other currency as provided in the Securities or Coupons or in
accordance with the terms thereof, (viii) reduce the amount of the principal of
an Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section 5.01 or the amount
thereof provable in bankruptcy pursuant to Section 5.02, (ix) modify or amend
any provisions so as to adversely affect the terms or conditions upon which
such Securities are convertible into or exchangeable or exercisable for or
payable in, among other things, other securities, instruments, contracts,
currencies, commodities or other forms of property, rights or interests or any
combination of the foregoing, including the determination of the amount of
securities or other property (or cash) into which the Securities shall be
converted or exchanged, other than as provided in the antidilution provisions
or other similar adjustment provisions of the Securities or Coupons or
otherwise in accordance with the terms thereof, (x) alter the provisions of
Section 11.11 or 11.12 or impair or affect the right of any Securityholder to
institute suit for the payment thereof or, if the Securities provide therefor,
any right of repayment at the option of the Securityholder, in each case
without the consent of the Holder of each Security so affected, or (b) reduce
the aforesaid percentage of Securities of any series, the consent of the
Holders of which is required for any such supplemental indenture, without the
consent of the Holders of each Security so affected.

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

     Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board of Directors (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order)
certified by the secretary or an assistant secretary of the Issuer authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders as aforesaid and other
documents, if any, required by Section 7.01, the Trustee shall join with the
Issuer in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental indenture.


                                       53
<PAGE>


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

     Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall give notice thereof (i) if any Unregistered Securities of a series
affected are then Outstanding, to the Holders thereof, (A) by mail to such
Holders who have filed their names and addresses with the Trustee within the
two years preceding the notice at such addresses as were so furnished to the
Trustee and (B) either through the customary notice provisions of the clearing
system or systems through which beneficial interests in such Unregistered
Securities are owned if such Unregistered Securities are held only in global
form or by publication at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York, and at least once in an Authorized
Newspaper in London (and, if required by Section 3.06, at least once in an
Authorized Newspaper in Luxembourg), (ii) if any Registered Securities of a
series affected are then Outstanding, by mailing notice thereof by first class
mail to the Holders of then Outstanding Registered Securities of each series
affected at their addresses as they shall appear on the registry books, and in
each case such notice shall set forth in general terms the substance of such
supplemental indenture. Any failure of the Trustee to give such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

     SECTION 8.03. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities
of each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

     SECTION 8.04. Documents to Be Given to Trustee. The Trustee, subject to
the provisions of Sections 6.01 and 6.02, may receive an Officers' Certificate
and an Opinion of Counsel as conclusive evidence that any supplemental
indenture executed pursuant to this Article 8 complies with the applicable
provisions of this Indenture.

     SECTION 8.05. Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article


                                       54
<PAGE>


may bear a notation for such series as to any matter provided for by such
supplemental indenture or as to any action taken by Securityholders. If the
Issuer shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Issuer, authenticated by the Trustee and delivered in exchange for the
Securities of such series then Outstanding.

                                   ARTICLE 9
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     SECTION 9.01. Issuer May Consolidate, Etc., on Certain Terms. The Issuer
covenants that it will not merge or consolidate with any other Person or sell
or convey all or substantially all of its assets to any other Person, unless
(i) either the Issuer shall be the continuing corporation, or the successor
corporation (if other than the Issuer) shall be a corporation organized under
the laws of the United States of America or any State thereof or the District
of Columbia and shall expressly assume the due and punctual payment of the
principal of, interest on and other amounts due under all the Securities and
Coupons, if any, according to their tenor, and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Issuer, by supplemental indenture satisfactory to
the Trustee, executed and delivered to the Trustee by such corporation, and
(ii) the Issuer, such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale or conveyance, be
in default in the performance of any such covenant or condition.

     SECTION 9.02. Successor Corporation to Be Substituted. In case of any such
consolidation, merger, sale or conveyance, and upon any such assumption by the
successor corporation, such successor corporation shall succeed to and be
substituted for the Issuer, with the same effect as if it had been named herein
as the Issuer. Such successor corporation may cause to be signed, and may issue
either in its own name or in the name of J.P. Morgan Chase & Co. any or all of
the Securities issuable hereunder, together with any Coupons appertaining
thereto, which theretofore shall not have been signed by the Issuer and
delivered to the Trustee; and, upon the order of such successor corporation
instead of the Issuer and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities, together with any Coupons appertaining thereto, which
previously shall have been signed and delivered by the officers of the Issuer
to the Trustee for authentication, and any Securities, together with any
Coupons appertaining thereto, which such successor corporation thereafter shall
cause to be signed and delivered to the


                                       55
<PAGE>


Trustee for that purpose. All of the Securities so issued, together with any
Coupons appertaining thereto shall in all respects have the same legal rank and
benefit under this Indenture as the Securities and Coupons theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities and Coupons had been issued at the date of the execution
hereof.

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

     In the event of any such sale or conveyance the Issuer or any successor
corporation which shall theretofore have become such in the manner described in
this Article shall be discharged from all obligations and covenants under this
Indenture and the Securities and may be liquidated and dissolved.

     SECTION 9.03. Opinion of Counsel to Trustee. The Trustee, subject to the
provisions of Sections 6.01 and 6.02, may receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale or conveyance,
and any such assumption, and any such liquidation or dissolution complies with
the applicable provisions of Article 9.

                                   ARTICLE 10
           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONIES

     SECTION 10.01. Satisfaction and Discharge of Indenture. (a) If at any time
(i) the Issuer shall have paid or caused to be paid the principal of, interest
on and any other amounts due under all the Securities of any series Outstanding
hereunder and all unmatured Coupons appertaining thereto (other than Securities
of such series and Coupons appertaining thereto which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 2.09 and
other than Securities for whose payment money has theretofore been deposited in
trust or segregated and held in trust by any paying agent and thereafter repaid
to the Issuer or discharged from such trust, as provided in Section 10.04), as
and when the same shall have become due and payable, or (ii) the Issuer shall
have delivered to the Trustee for cancellation all Securities of any series
theretofore authenticated and all unmatured Coupons appertaining thereto (other
than any Securities of such series and all unmatured Coupons appertaining
thereto which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.09) or (iii) in the case of any
series of Securities where the exact amount (including the currency of payment)
of principal of and interest due on which can be determined at the time of
making the deposit referred to in clause (B) below, (A) all the Securities of
such series and all unmatured


                                       56
<PAGE>


Coupons appertaining thereto not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (B) the Issuer shall have irrevocably deposited or caused to be
deposited with the Trustee as trust funds the entire amount in cash (other than
monies repaid by the Trustee or any paying agent to the Issuer in accordance
with Section 10.04) or, in the case of any series of Securities the payments on
which may only be made in Dollars, direct obligations of the United States of
America, backed by its full faith and credit ("U.S. Government Obligations"),
maturing as to principal and interest at such times and in such amounts as will
insure the availability of cash, or a combination thereof, 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
(1) the principal, interest and other amounts on all Securities of such series
and Coupons appertaining thereto on each date that such principal or interest
is due and payable and (2) any mandatory sinking fund payments on the dates on
which such payments are due and payable in accordance with the terms of the
Indenture and the Securities of such series; and if, in any such case, the
Issuer shall also pay or cause to be paid all other sums payable hereunder by
the Issuer, then this Indenture shall cease to be of further effect (except as
to (i) rights of registration of transfer and exchange of Securities of such
Series and of Coupons appertaining thereto and the Issuer's right of optional
redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons
appertaining thereto to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) the rights, obligations, duties and immunities of
the Trustee hereunder, (v) the rights of the Holders of Securities of such
series and Coupons appertaining thereto as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them, and
(vi) the obligations of the Issuer under Section 3.02) and the Trustee, on
demand of the Issuer accompanied by an Officer's Certificate and an Opinion of
Counsel and at the cost and expense of the Issuer, shall execute proper
instruments acknowledging such satisfaction of and discharging this Indenture;
provided, that the rights of Holders of the Securities and Coupons to receive
amounts in respect of principal of and interest on the Securities and Coupons
held by them shall not be delayed longer than required by then applicable
mandatory rules or policies of any securities exchange upon which the
Securities and Coupons are listed. The Issuer agrees to reimburse the Trustee
for any costs or expenses thereafter reasonably and properly incurred and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Securities of
such series and Coupons appertaining thereto.


                                       57
<PAGE>


     (b) The following provisions shall apply to the Securities of each series
unless specifically otherwise provided in a Board Resolution, Officers'
Certificate or indenture supplemental hereto provided pursuant to Section 2.03.
In addition to discharge of the Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities the exact amounts (including
the currency of payment) of principal of and interest due on which can be
determined at the time of making the deposit referred to in clause (i) below,
the Issuer shall be deemed to have paid and discharged the entire indebtedness
on all the Securities of such a series and the Coupons appertaining thereto on
the 91st day after the date of the deposit referred to in clause (i) below, and
the provisions of this Indenture with respect to the Securities of such series
and Coupons appertaining thereto shall no longer be in effect (except as to (1)
rights of registration of transfer and exchange of Securities of such series
and of Coupons appertaining thereto and the Issuer's right of optional
redemption, if any, (2) substitution of mutilated, defaced, destroyed, lost or
stolen Securities or Coupons, (3) rights of holders of Securities and Coupons
appertaining thereto to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (4) the rights, obligations, duties and immunities of
the Trustee hereunder, (5) the rights of the holders of Securities of such
series and Coupons appertaining thereto as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them and
(6) the obligations of the Issuer under Section 3.02) and the Trustee, at the
expense of the Issuer, shall at the Issuer's request, execute proper
instruments acknowledging the same, if

          (i) with reference to this provision the Issuer has irrevocably
     deposited or caused to be irrevocably deposited with the Trustee as trust
     funds in trust, specifically pledged as security for, and dedicated solely
     to, the benefit of the holders of the Securities of such series and
     Coupons appertaining thereto (A) cash in an amount, or (B) in the case of
     any series of Securities the payments on which may only be made in
     Dollars, U.S. Government Obligations, maturing as to principal and
     interest at such times and in such amounts as will insure the availability
     of cash or (C) a combination thereof, 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 (1) the
     principal, interest and other amounts due on all Securities of such series
     and Coupons appertaining thereto on each date that such principal,
     interest or other amounts is due and payable and (2) any mandatory sinking
     fund payments on the dates on which such payments are due and payable in
     accordance with the terms of the Indenture and the Securities of such
     series;


                                       58
<PAGE>


          (ii) such deposit will not result in a breach or violation of, or
     constitute a default under, any agreement or instrument to which the
     Issuer is a party or by which it is bound;

          (iii) the Issuer has delivered to the Trustee an Opinion of Counsel
     based on the fact that (x) the Issuer has received from, or there has been
     published by, the Internal Revenue Service a ruling or (y) since the date
     hereof, there has been a change in the applicable Federal income tax law,
     in either case to the effect that, and such opinion shall confirm that,
     the holders of the Securities of such series and Coupons appertaining
     thereto will not recognize income, gain or loss for Federal income tax
     purposes as a result of such deposit, defeasance and discharge and will be
     subject to Federal income tax on the same amount and in the same manner
     and at the same times, as would have been the case if such deposit,
     defeasance and discharge had not occurred; and

          (iv) the Issuer has delivered to the Trustee an Officer's Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     provided for relating to the defeasance contemplated by this provision
     have been complied with.

     (c) The Issuer shall be released from its obligations under Section 9.01
with respect to the Securities of any Series, and any Coupons appertaining
thereto, Outstanding on and after the date the conditions set forth below are
satisfied (hereinafter, "covenant defeasance"). For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities of any
Series, the Issuer may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in such Section, whether
directly or indirectly by reason of any reference elsewhere herein to such
Section or by reason of any reference in such Section to any other provision
herein or in any other document and such omission to comply shall not
constitute an Event of Default under Section 5.01, but the remainder of this
Indenture and such Securities and Coupons shall be unaffected thereby. The
following shall be the conditions to application of this subsection (c) of this
Section 10.01:

          (i) The Issuer has irrevocably deposited or caused to be deposited
     with the Trustee as trust funds in trust for the purpose of making the
     following payments, specifically pledged as security for, and dedicated
     solely to, the benefit of the holders of the Securities of such series and
     Coupons appertaining thereto, (A) cash in an amount, or (B) in the case of
     any series of Securities the payments on which may only be made in
     Dollars, U.S. Government Obligations maturing as to principal and interest
     at such times and in such amounts as will insure the availability of cash
     or (C) a combination thereof, sufficient, in the opinion of a nationally


                                       59
<PAGE>


     recognized firm of independent public accountants expressed in a written
     certification thereof delivered to the Trustee, to pay (1) the principal,
     interest and other amounts due on all Securities of such series and
     Coupons appertaining thereto and (2) any mandatory sinking fund payments
     on the day on which such payments are due and payable in accordance with
     the terms of the Indenture and the Securities of such series.

          (ii) No Event of Default or event which with notice or lapse of time
     or both would become an Event of Default with respect to the Securities
     shall have occurred and be continuing on the date of such deposit or,
     insofar as subsections 5.01(d) and 5.01(e) are concerned, at any time
     during the period ending on the 91st day after the date of such deposit
     (it being understood that this condition shall not be deemed satisfied
     until the expiration of such period).

          (iii) Such covenant defeasance shall not cause the Trustee to have a
     conflicting interest for purposes of the Trust Indenture Act of 1939 with
     respect to any securities of the Issuer.

          (iv) Such covenant defeasance shall not result in a breach or
     violation of, or constitute a default under, this Indenture or any other
     agreement or instrument to which the Issuer is a party or by which it is
     bound.

          (v) Such covenant defeasance shall not cause any Securities then
     listed on any registered national securities exchange under the Securities
     Exchange Act of 1934, as amended, to be delisted.

          (vi) The Issuer shall have delivered to the Trustee an Officer's
     Certificate and Opinion of Counsel to the effect that the holders of the
     Securities of such series and Coupons appertaining thereto will not
     recognize income, gain or loss for Federal income tax purposes as a result
     of such covenant defeasance and will be subject to Federal income tax on
     the same amounts, in the same manner and at the same times as would have
     been the case if such covenant defeasance had not occurred.

          (vii) The Issuer shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to the covenant defeasance contemplated by
     this provision have been complied with.

     SECTION 10.02. Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.04, all monies deposited with the Trustee


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<PAGE>


pursuant to Section 10.01 shall be held in trust and applied by it to the
payment, either directly or through any paying agent (including the Issuer
acting as its own paying agent), to the Holders of the particular Securities of
such series and of Coupons appertaining thereto for the payment or redemption
of which such monies have been deposited with the Trustee, of all sums due and
to become due thereon for principal and interest; but such money need not be
segregated from other funds except to the extent required by law.

     SECTION 10.03. Repayment of Monies Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to
Securities of any series, all monies then held by any paying agent under the
provisions of this Indenture with respect to such series of Securities shall,
upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon
such paying agent shall be released from all further liability with respect to
such monies.

     SECTION 10.04. Return of Monies Held by Trustee and Paying Agent Unclaimed
for Two Years. Any monies deposited with or paid to the Trustee or any paying
agent for the payment of the principal of or interest on any Security of any
series or Coupons attached thereto and not applied but remaining unclaimed for
two years after the date upon which such principal or interest shall have
become due and payable, shall, upon the written request of the Issuer and
unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for
such series or such paying agent, and the Holder of the Securities of such
series and of any Coupons appertaining thereto shall, unless otherwise required
by mandatory provisions of applicable escheat or abandoned or unclaimed
property laws, thereafter look only to the Issuer for any payment which such
Holder may be entitled to collect, and all liability of the Trustee or any
paying agent with respect to such monies shall thereupon cease; provided,
however, that the Trustee or such paying agent, before being required to make
any such repayment, with respect to monies deposited with it for any payment
(a) in respect of Registered Securities of any series, shall at the expense of
the Issuer, mail by first-class mail to Holders of such Securities at their
addresses as they shall appear on the Security register, and (b) in respect of
Unregistered Securities of any series, shall at the expense of the Issuer
either give (A) by mail to Holders of such Securities who have filed their
names and addresses with the Trustee within the two years preceding the notice
at such addresses as were so furnished to the Trustee and (B) either through
the customary notice provisions of the clearing system or systems through which
beneficial interests in such Unregistered Securities are owned if such
Unregistered Securities are held only in global form or cause to be published
once, in an Authorized Newspaper in the Borough of Manhattan, The City of New
York and once in an Authorized Newspaper in London (and if required by Section
3.06, once in an Authorized Newspaper in Luxembourg), notice, that such monies


                                       61
<PAGE>


remain and that, after a date specified therein, which shall not be less than
thirty days from the date of such mailing or publication, any unclaimed balance
of such money then remaining will be repaid to the Issuer.

     SECTION 10.05. Indemnity for U.S. Government Obligations. The Issuer 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 10.01 or the principal or interest received in respect of such
obligations.

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

     SECTION 11.01. Incorporators, Stockholders, Officers and Directors of
Issuer Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, as such or against any past, present or future
stockholder, officer or director, as such, of the Issuer or of any successor,
either directly or through the Issuer or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities and the
Coupons appertaining thereto by the Holders thereof and as part of the
consideration for the issue of the Securities and the Coupons appertaining
thereto.

     SECTION 11.02. Provisions of Indenture for the Sole Benefit of Parties and
Holders of Securities and Coupons. Nothing in this Indenture or in the
Securities or in the Coupons appertaining thereto, expressed or implied, shall
give or be construed to give to any person, firm or corporation, other than the
parties hereto and their successors and the holders of the Securities or
Coupons, any legal or equitable right, remedy or claim under this Indenture or
under any covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their
successors and of the holders of the Securities.

     SECTION 11.03. Successors and Assigns of Issuer Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

     SECTION 11.04. Notices and Demands on Issuer, Trustee and Holders of
Securities and Coupons. Any notice or demand which by any provision of this


                                       62
<PAGE>


Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities or Coupons to or on the Issuer may be given or served
by being deposited postage prepaid, first class mail (except as otherwise
specifically provided herein) addressed (until another address of the Issuer is
filed by the Issuer with the Trustee) to J.P. Morgan Chase & Co., 270 Park
Avenue, New York, New York 10017-2070, Attention: Corporate Secretary. Any
notice, direction, request or demand by the Issuer or any Securityholder to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made at the Corporate Trust Office marked to the
attention of the Corporate Trust Department.

     Where this Indenture provides for notice to Holders of Registered
Securities, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first class postage prepaid, to
each Holder entitled thereto, at his last address as it appears in the Security
register. 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. 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.

     Where this Indenture provides for notice to Holders of Unregistered
Securities, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if given by the following methods: (A) by mail to such
Holders who have filed their names and addresses with the Trustee within the
two years preceding the notice at such addresses as were so furnished to the
Trustee and (B) either through the customary notice provisions of the clearing
system or systems through which beneficial interests in such Unregistered
Securities are owned if such Unregistered Securities are held only in global
form or by publication at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York, and at least once in an Authorized
Newspaper in London (and, if required by Section 3.06, at least once in an
Authorized Newspaper in Luxembourg).

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer and holders of
Securities when such notice is required to be given pursuant to any provision
of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.


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<PAGE>


     SECTION 11.05. Officers' Certificates and Opinions of Counsel; Statements
to Be Contained Therein. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, the
Issuer shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

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

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

     Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid


                                       64
<PAGE>


are erroneous, or in the exercise of reasonable care should know that the same
are erroneous.

     Any certificate or opinion of any independent firm of public accountants
filed with and directed to the Trustee shall contain a statement that such firm
is independent.

     SECTION 11.06. Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of interest on or principal of the Securities of any series or
any Coupons appertaining thereto or the date fixed for redemption or repayment
of any such Security shall not be a Business Day, then payment of interest or
principal 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 date of maturity
or the date fixed for redemption, and no interest shall accrue for the period
after such date.

     SECTION 11.07. Conflict of Any Provision of Indenture with Trust Indenture
Act of 1939. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by, or with another provision
(an "incorporated provision") included in this Indenture by operation of,
Sections 310 to 318, inclusive, of the Trust Indenture Act of 1939, such
imposed duties or incorporated provision shall control.

     SECTION 11.08. New York Law to Govern. This Indenture and each Security
and Coupon shall be deemed to be a contract under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
such State, except as may otherwise be required by mandatory provisions of law.

     SECTION 11.09. Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.

     SECTION 11.10. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

     SECTION 11.11. Securities in a Foreign Currency. Unless otherwise
specified in an Officers' Certificate delivered pursuant to Section 2.03 of
this Indenture with respect to a particular series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all series
or all series affected by a particular action at the time Outstanding and, at
such time, there are Outstanding Securities of any series which are denominated
in a coin or currency other than


                                       65
<PAGE>


Dollars, then the principal amount of Securities of such series which shall be
deemed to be Outstanding for the purpose of taking such action shall be that
amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of such date as the Issuer may specify in a written
notice to the Trustee or in the absence of such written notice, as the Trustee
shall so determine. The provisions of this paragraph shall apply in determining
the equivalent principal amount in respect of Securities of a series
denominated in a currency other than Dollars in connection with any action
taken by Holders of Securities pursuant to the terms of this Indenture.

     All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.

     SECTION 11.12. Judgment Currency. The Issuer agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of or interest on the Securities of any series (the
"Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, to the extent permitted by applicable law, the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Banking Day preceding the
day on which final unappealable judgment is entered and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required
Currency so expressed to be payable and (iii) shall not be affected by judgment
being obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to
close.


                                       66
<PAGE>


                                   ARTICLE 12
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

     SECTION 12.01. Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 2.03 for
Securities of such series.

     SECTION 12.02. Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Issuer shall be given by mailing
notice of such redemption by first class mail, postage prepaid, to such Holders
of Securities of such series at their last addresses as they shall appear upon
the registry books at least 30 days and not more than 60 days prior to the date
fixed for redemption, or within such other redemption notice period as has been
designated for any Securities of such series pursuant to Section 2.03 or 2.04
(the "Redemption Notice Period"). Notice of redemption to the Holders of
Unregistered Securities to be redeemed as a whole or in part, who have filed
their names and addresses with the Trustee within two years preceding such
notice of redemption, shall be given by mailing notice of such redemption, by
first class mail, postage prepaid, at least 30 and not more than 60 days prior
to the date fixed for redemption or within any applicable Redemption Notice
Period to such Holders at such addresses as were so furnished to the Trustee
(and, in the case of any such notice given by the Issuer, the Trustee shall
make such information available to the Issuer for such purpose). Notice of
redemption to all other Holders of Unregistered Securities shall be published
in an Authorized Newspaper in the Borough of Manhattan, The City of New York
and in an Authorized Newspaper in London (and, if required by Section 3.06, in
an Authorized Newspaper in Luxembourg), in each case, once in each of three
successive calendar weeks, the first publication to be not less than 30 nor
more than 60 days prior to the date fixed for redemption or within any
applicable Redemption Notice Period; provided that notice to Holders of
Unregistered Securities held only in global form may be made, at the option of
the Issuer, through the customary notice provisions of the clearing system or
systems through which beneficial interests in such Unregistered Securities are
owned. Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the
notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.


                                       67
<PAGE>


     The notice of redemption to each such Holder shall specify the principal
amount of each Security of such series held by such Holder to be redeemed, the
date fixed for redemption, the redemption price (or if not then ascertainable,
the manner of calculation thereof), the place or places of payment, that
payment will be made upon presentation and surrender of such Securities and, in
the case of Securities with Coupons attached thereto, of all Coupons
appertaining thereto maturing after the date fixed for redemption, that such
redemption is pursuant to the mandatory or optional sinking fund, or both, if
such be the case, that interest accrued to the date fixed for redemption will
be paid as specified in such notice and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue. In case
any Security of a series is to be redeemed in part only the notice of
redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon
surrender of such Security and, in the case of Securities with Coupons attached
thereto, of all Coupons appertaining thereto maturing after the date fixed for
redemption, a new Security or Securities or Coupons, as the case may be, of
such series in principal amount equal to the unredeemed portion thereof will be
issued.

     The notice of redemption of Securities of any series to be redeemed at the
option of the Issuer shall be given by the Issuer, or at the Issuer's request,
by the Trustee in the name and at the expense of the Issuer.

     On or before the redemption date specified in the notice of redemption
given as provided in this Section, the Issuer will deposit with the Trustee or
with one or more paying agents (or, if the Issuer is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 3.04) an
amount of money or other property sufficient to redeem on the redemption date
all the Securities of such series so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for
redemption. If less than all the Outstanding Securities of a series are to be
redeemed, the Issuer will deliver to the trustee at least 60 days prior to the
date fixed for redemption an Officers' Certificate stating the aggregate
principal amount of Securities to be redeemed.

     If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such series to be redeemed in whole or in part. Securities may be
redeemed in part in multiples equal to the minimum authorized denomination for
Securities of such series or any multiple thereof. The Trustee shall promptly
notify the Issuer in writing of the Securities of such series selected for
redemption and, in the case of any Securities of such series selected for
partial redemption, the principal amount thereof to be redeemed. For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any


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series shall relate, in the case of any Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Security which has
been or is to be redeemed.

     SECTION 12.03. Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date
and at the place stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and
after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest accrued to said
date) interest on the Securities or portions of Securities so called for
redemption shall cease to accrue, and the unmatured Coupons, if any,
appertaining thereto shall be void, and, except as provided in Sections 6.05
and 10.04, such Securities shall cease from and after the date fixed for
redemption to be entitled to any benefit or security under this Indenture, and
the Holders thereof shall have no right in respect of such Securities except
the right to receive the redemption price thereof and unpaid interest to the
date fixed for redemption. On presentation and surrender of such Securities at
a place of payment specified in said notice, together with all Coupons, if any,
appertaining thereto maturing after the date fixed for redemption, said
Securities with, in the case of any Unregistered Securities that have Coupons
attached, all matured Coupons in default appertaining thereto or the specified
portions thereof shall be paid and redeemed by the Issuer at the applicable
redemption price, together with interest accrued thereon to the date fixed for
redemption; provided that any payment of interest becoming due on or prior to
the date fixed for redemption shall be payable in the case of Securities with
Coupons attached thereto, to the Holders of the Coupons for such interest upon
surrender thereof, and in the case of Registered Securities, to the Holders of
such Securities registered as such on the relevant record date subject to the
terms and provisions of Section 2.04 hereof.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest or
Yield to Maturity (in the case of an Original Issue Discount Security) borne by
the Security.

     If any Security with Coupons attached thereto is surrendered for
redemption and is not accompanied by all appurtenant Coupons maturing after the
date fixed for redemption, the surrender of such missing Coupon or Coupons may
be waived by the Issuer and the Trustee, if there be furnished to each of them
such security or indemnity as they may require to save each of them harmless.


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     Upon presentation of any Security or Coupons appertaining thereto redeemed
in part only, the Issuer shall execute and the Trustee shall authenticate and
deliver to or on the order of the Holder thereof, at the expense of the Issuer,
a new Security or Securities of such series together with all Coupons, if any,
appertaining thereto, of authorized denominations, in principal amount equal to
the unredeemed portion of the Security or Coupons appertaining thereto so
presented.

     SECTION 12.04. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officers' Certificate delivered to the Trustee at least 30 days
prior to the last date on which notice of redemption may be given as being
owned of record and/or beneficially by, and not pledged or hypothecated by
either (a) the Issuer or (b) an entity specifically identified in such written
statement as directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer.

     SECTION 12.05. Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of Securities of any series
is herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of the Securities of
any series is herein referred to as an "optional sinking fund payment". The
date on which a sinking fund payment is to be made is herein referred to as the
"sinking fund payment date".

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit
for Securities of such series (not previously so credited) redeemed by the
Issuer through any optional redemption provision contained in the terms of such
series. Securities so delivered or credited shall be received or credited by
the Trustee at the sinking fund redemption price specified in such Securities.

     On or before the sixtieth day next preceding each sinking fund payment
date or the 30th day next preceding the last day of any applicable Redemption
Notice Period relating to a sinking fund payment date for any series, the
Issuer will deliver to the Trustee an Officers' Certificate (which need not
contain the


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<PAGE>


statements required by Section 11.05) (a) specifying the portion of the
mandatory sinking fund payment to be satisfied by payment of cash and the
portion to be satisfied by credit of Securities of such series and the basis
for such credit, (b) stating that none of the Securities of such series has
theretofore been so credited, (c) stating that no defaults in the payment of
interest or Events of Default with respect to such series have occurred (which
have not been waived or cured) and are continuing and (d) stating whether or
not the Issuer intends to exercise its right to make an optional sinking fund
payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Issuer intends to pay on or before the
next succeeding sinking fund payment date. Any Securities of such series to be
credited and required to be delivered to the Trustee in order for the Issuer to
be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to
Section 2.10 to the Trustee with such Officers' Certificate (or reasonably
promptly thereafter if acceptable to the Trustee). Such Officers' Certificate
shall be irrevocable and upon its delivery the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment
date. Failure of the Issuer, on or before any such sixtieth day or thirtieth
day, if applicable, to deliver such Officers' Certificate and Securities
specified in this paragraph, if any, shall not constitute a default but shall
constitute, on and as of such date, the irrevocable election of the Issuer (i)
that the mandatory sinking fund payment for such series due on the next
succeeding sinking fund payment date shall be paid entirely in cash without the
option to deliver or credit Securities of such series in respect thereof and
(ii) that the Issuer will make no optional sinking fund payment with respect to
such series as provided in this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000 (or the equivalent thereof in any Foreign Currency) or a lesser sum in
Dollars (or the equivalent thereof in any Foreign Currency) if the Issuer shall
so request with respect to the Securities of any particular series, such cash
shall be applied on the next succeeding sinking fund payment date to the
redemption of Securities of such series at the sinking fund redemption price
together with accrued interest to the date fixed for redemption. If such amount
shall be $50,000 (or the equivalent thereof in any Foreign Currency) or less
and the Issuer makes no such request then it shall be carried over until a sum
in excess of $50,000 (or the equivalent thereof in any Foreign Currency) is
available. The Trustee shall select, in the manner provided in Section 12.02,
for redemption on such sinking fund payment date a sufficient principal amount
of Securities of such series to absorb said cash, as nearly as may be, and
shall (if requested in writing by the Issuer) inform the Issuer of the serial
numbers of the Securities of such series (or portions thereof) so selected.
Securities shall be excluded from eligibility for


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<PAGE>


redemption under this Section if they are identified by registration and
certificate number in an Officer's Certificate delivered to the Trustee at
least 60 days prior to the sinking fund payment date or at least 30 days prior
to the last day of any applicable Redemption Notice Period relating to a
sinking fund payment date as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) the Issuer or (b) an entity specifically
identified in such Officer's Certificate as directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer.
The Trustee, in the name and at the expense of the Issuer (or the Issuer, if it
shall so request the Trustee in writing) shall cause notice of redemption of
the Securities of such series to be given in substantially the manner provided
in Section 12.02 (and with the effect provided in Section 12.03) for the
redemption of Securities of such series in part at the option of the Issuer.
The amount of any sinking fund payments not so applied or allocated to the
redemption of Securities of such series shall be added to the next cash sinking
fund payment for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section. Any and all sinking fund
monies held on the stated maturity date of the Securities of any particular
series (or earlier, if such maturity is accelerated), which are not held for
the payment or redemption of particular Securities of such series shall be
applied, together with other monies, if necessary, sufficient for the purpose,
to the payment of the principal of, and interest on, the Securities of such
series at maturity.

     On or before each sinking fund payment date, the Issuer shall pay to the
Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on the
next following sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Securities of a
series with sinking fund monies or provide notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the giving of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Issuer a sum
sufficient for such redemption. Except as aforesaid, any monies in the sinking
fund for such series at the time when any such default or Event of Default
shall occur, and any monies thereafter paid into the sinking fund, shall,
during the continuance of such default or Event of Default, be deemed to have
been collected under Article 5 and held for the payment of all such Securities.
In case such Event of Default shall have been waived as provided in Section
5.10 or the default cured on or before the sixtieth day preceding the sinking
fund payment date in any year, such monies shall thereafter be applied on the
next succeeding sinking fund payment date in accordance with this Section to
the redemption of such Securities.


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<PAGE>


     IN WITNESS WHEREOF the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all dated as of May 25, 2001.


                                                J.P. MORGAN CHASE & CO.


                                                By  /s/ John C. Wilmot
                                                    ----------------------------
                                                    Name:  John C. Wilmot
                                                    Title: Managing Director


[CORPORATE SEAL]

Attest:

By /s/ Jean E. Rugani
  -----------------------------



                                   BANKERS TRUST COMPANY


                                                 By /s/ Carol Ng
                                                    ----------------------------
                                                    Name:  Carol Ng
                                                    Title: Vice President


[CORPORATE SEAL]

Attest:

By /s/ Rodney Gunghan
  ------------------------------
       Trust Officer


<PAGE>


STATE OF New York                  )
                                   ) ss.:
COUNTY OF New York                 )

     On this 25th day of May, before me personally came John C. Wilmot,
to me personally known, who, being by me duly sworn, did depose and say that he
resides at New York, New York; that he is a Managing Director of J.P. Morgan
Chase & Co., one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

[NOTARIAL SEAL]


                                                 /s/ Heather L. Baley
                                                -------------------------
                                                     Notary Public


                                       74
<PAGE>


STATE OF New York                  )
                                   ) ss.:
COUNTY OF New York                 )

         On this 31st day of May, 2001, before me personally came Carol Ng, to
me personally known, who, being by me duly sworn, did depose and say that she
resides at 246-23 Van Zanat Avenue, Dougliston, NY 11362; that she is a Vice
President of Bankers Trust Company, one of the corporations described in and
which executed the above instrument; that she knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that she signed her name thereto by like authority.

[NOTARIAL SEAL]


                                                /s/ Tracy A. Salzman
                                                --------------------------------
                                                     Notary Public