<PAGE>
                                                                  Exhibit (4)(j)


                            WEYERHAEUSER COMPANY AND

                          JPMORGAN CHASE BANK, Trustee

                                    INDENTURE

                                   Dated as of

                          Subordinated Debt Securities
<PAGE>
                                                                  Exhibit (4)(j)


                               CROSS REFERENCE SHEET*

                                     Between

      Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of
between WEYERHAEUSER COMPANY and JPMORGAN CHASE BANK, Trustee:


<TABLE>
<CAPTION>
           Section of the Act                     Section of Indenture
<S>                                      <C>
310(a)(1)............................    6.9
310(a)(2)............................    6.9
310(a)(3)............................    TIA
310(a)(4)............................    Inapplicable
310(a)(5)............................    TIA
310(b) ..............................    6.8 and 6.10(a), (b) and (d); TIA
311(a) ..............................    6.13(a) and (c)(1) and (2); TIA
311(b) ..............................    6.13(b); TIA
312(a) ..............................    4.1 and 4.2(a)
312(b) ..............................    4.2(a)and (b)(i) and (ii); TIA
312(c) ..............................    4.2(c); TIA
313(a)...............................    4.4(a)(i), (ii), (iii), (iv), (v) and
                                         (vi); TIA
313(b)...............................    4.4; TIA
313(c) ..............................    4.4; TIA
313(d) ..............................    4.4; TIA
314(a) ..............................    4.3; TIA
314(b) ..............................    Inapplicable
314(c)(1)............................    11.5
314(c)(2)............................    11.5
314(c)(3) ...........................    Inapplicable
314(d) ..............................    Inapplicable
314(e) ..............................    11.5; TIA
314(f) ..............................    TIA
315(a), (c) and (d) .................    6.1; TIA
315(b) ..............................    5.11
315(c)...............................    6.1; TIA
315(d)(1)............................    6.1; TIA
315(d)(2)............................    6.1; TIA
315(d)(3)............................    6.1; TIA
315(e) ..............................    5.12; TIA
316(a)(last sentence)................    7.4
316(a)(1)(A) ........................    5.9
316(a)(1)(B).........................    5.10
316(b) ..............................    5.7
316(c)...............................    TIA
317(a)(1) ...........................    5.2
317(a)(2)............................    5.2
</TABLE>
<PAGE>
                                                                  Exhibit (4)(j)


<TABLE>
<S>                                      <C>
317(b) ..............................    3.4(a) and (b)
318(a)...............................    11.7
318(b)...............................    TIA
318(c)...............................    TIA
</TABLE>


*    This Cross Reference Sheet is not part of the Indenture.
<PAGE>
                                                                  Exhibit (4)(j)


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                             <C>
ARTICLE ONE DEFINITIONS.....................................................      9

   SECTION 1.1 Certain Terms Defined........................................      9
               Additional Amounts...........................................     10
               Attributable Debt............................................     10
               Authenticating Agent.........................................     10
               Board of Directors...........................................     10
               Board Resolution.............................................     10
               Business Day.................................................     10
               Commission...................................................     10
               Corporate Trust Office.......................................     11
               Depositary...................................................     11
               Dollar.......................................................     11
               Event of Default.............................................     11
               Foreign Currency.............................................     11
               Global Security..............................................     11
               Holder.......................................................     11
               Indenture....................................................     11
               Interest.....................................................     11
               Issuer.......................................................     11
               Issuer Order.................................................     12
               Officers' Certificate........................................     12
               Opinion of Counsel...........................................     12
               Original issue date..........................................     12
               Original Issue Discount Security.............................     12
               Outstanding..................................................     12
               Person.......................................................     13
               Principal....................................................     13
               Responsible Officer..........................................     13
               Security or Securities.......................................     13
               Senior Indebtedness..........................................     13
               Subsidiary...................................................     14
               Trust Indenture Act of 1939..................................     14
               Trustee......................................................     14
               U.S. Government Obligations..................................     14
               Vice president...............................................     14
               Yield to Maturity............................................     15

ARTICLE TWO SECURITIES......................................................     15

   SECTION 2.1 Forms Generally..............................................     15
   SECTION 2.2 Form of Trustee's Certificate of Authentication..............     15
   SECTION 2.2A Securities Issuable in the Form of a Global Security........     16
   SECTION 2.3 Amount Unlimited; Issuable in Series.........................     17
</TABLE>
<PAGE>
                                                                  Exhibit (4)(j)


<TABLE>
<S>                                                                             <C>
   SECTION 2.4 Authentication and Delivery of Securities....................     19
   SECTION 2.5 Execution of Securities......................................     21
   SECTION 2.6 Certificate of Authentication................................     21
   SECTION 2.7 Denomination and Date of Securities; Payments of
      Interest..............................................................     21
   SECTION 2.8 Registration, Transfer and Exchange..........................     22
   SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen
      Securities............................................................     23
   SECTION 2.10 Cancellation of Securities; Destruction Thereof.............     24
   SECTION 2.11 Temporary Securities........................................     24

ARTICLE THREE COVENANTS OF THE ISSUER.......................................     25

   SECTION 3.1 Payment of Principal and Interest............................     25
   SECTION 3.2 Offices for Payments, etc....................................     25
   SECTION 3.3 Appointment to Fill a Vacancy in Office of Trustee...........     26
   SECTION 3.4 Paying Agents................................................     26
   SECTION 3.5 Written Statement to Trustee.................................     27
   SECTION 3.6 [intentionally omitted]......................................     27
   SECTION 3.7 [intentionally omitted]......................................     27

ARTICLE FOUR SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND
THE TRUSTEE.................................................................     27

   SECTION 4.1 Issuer to Furnish Trustee Information as to Names and
      Addresses of Securityholders..........................................     27
   SECTION 4.2 Preservation and Disclosure of Securityholders Lists.........     27
   SECTION 4.3 Reports by the Issuer. The Issuer covenants:.................     29
   SECTION 4.4 Reports by the Trustee.......................................     29

ARTICLE FIVE REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON
EVENT OF DEFAULT............................................................     31

   SECTION 5.1 Event of Default Defined; Acceleration of Maturity;
      Waiver of Default.....................................................     31
   SECTION 5.2 Collection of Indebtedness by Trustee; Trustee May Prove
      Debt..................................................................     33
   SECTION 5.3 Application of Proceeds......................................     35
   SECTION 5.4 Suits for Enforcement........................................     36
   SECTION 5.5 Restoration of Rights on Abandonment of Proceedings..........     36
   SECTION 5.6 Limitations on Suits by Securityholders......................     36
   SECTION 5.7 Unconditional Right of Securityholders to Institute
      Certain Suits.........................................................     37
</TABLE>
<PAGE>
                                                                  Exhibit (4)(j)


<TABLE>
<S>                                                                             <C>
   SECTION 5.8 Powers and Remedies Cumulative; Delay or Omission Not
      Waiver of Default.....................................................     37
   SECTION 5.9 Control by Holders of Securities.............................     38
   SECTION 5.10 Waiver of Past Defaults.....................................     38
   SECTION 5.11 Trustee to Give Notice of Default, But May Withhold in
      Certain Circumstances.................................................     39
   SECTION 5.12 Right of Court to Require Filing of Undertaking to Pay
      Costs.................................................................     39

ARTICLE SIX CONCERNING THE TRUSTEE..........................................     39

   SECTION 6.1 Duties and Responsibilities of the Trustee; During
      Default; Prior to Default.............................................     39
   SECTION 6.2 Certain Rights of the Trustee................................     41
   SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of
      Securities or Application of Proceeds Thereof.........................     42
   SECTION 6.4 Trustee and Agents May Hold Securities; Collections, etc.....     42
   SECTION 6.5 Moneys Held by Trustee.......................................     42
   SECTION 6.6 Compensation and Indemnification of Trustee and Its
      Prior Claim...........................................................     42
   SECTION 6.7 Right of Trustee to Rely on Officers' Certificate, etc.......     43
   SECTION 6.8 Qualification of Trustee; Conflicting Interests..............     43
   SECTION 6.9 Persons Eligible for Appointment as Trustee..................     48
   SECTION 6.10 Resignation and Removal; Appointment of Successor
      Trustee...............................................................     48
   SECTION 6.11 Acceptance of Appointment by Successor Trustee..............     50
   SECTION 6.12 Merger, Conversion, Consolidation or Succession to
      Business of Trustee...................................................     51
   SECTION 6.13 Preferential Collection of Claims Against the Issuer........     51
   SECTION 6.14. Appointment of Authenticating Agent........................     54

ARTICLE SEVEN CONCERNING THE SECURITYHOLDERS................................     55

   SECTION 7.1 Evidence of Action Taken by Securityholders..................     55
   SECTION 7.2 Proof of Execution of Instruments and of Holding of
      Securities............................................................     56
   SECTION 7.3 Holders to be Treated as Owners..............................     56
   SECTION 7.4 Securities Owned by Issuer Deemed Not Outstanding............     57
   SECTION 7.5 Right of Revocation of Action Taken..........................     57

ARTICLE EIGHT SUPPLEMENTAL INDENTURES.......................................     58

   SECTION 8.1 Supplemental Indentures Without Consent of
      Securityholders.......................................................     58
   SECTION 8.2 Supplemental Indentures With Consent of Securityholders......     59
   SECTION 8.3 Effect of Supplemental Indenture.............................     60
</TABLE>
<PAGE>
                                                                  Exhibit (4)(j)


<TABLE>
<S>                                                                             <C>
   SECTION 8.4 Documents to Be Given to Trustee.............................     60
   SECTION 8.5 Notation on Securities in Respect of Supplemental
      Indentures............................................................     60
   SECTION 8.6 Effect on Senior Indebtedness................................     60

ARTICLE NINE CONSOLIDATION, MERGER, SALE OR CONVEYANCE......................     61

   SECTION 9.1 Issuer May Consolidate, etc., on Certain Terms...............     61
   SECTION 9.2 Successor Issuer Substituted.................................     61
   SECTION 9.3 Opinion of Counsel to Trustee................................     62

ARTICLE TEN SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED
MONEYS......................................................................     62

   SECTION 10.1 Satisfaction and Discharge of Indenture.....................     62
   SECTION 10.2 Application by Trustee of Funds Deposited for Payment
      of Securities.........................................................     64
   SECTION 10.3 Repayment of Moneys Held by Paying Agent....................     64
   SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent
      Unclaimed for Two Years...............................................     64
   SECTION 10.5 Indemnity for U.S. Government Obligations...................     65

ARTICLE ELEVEN MISCELLANEOUS PROVISIONS.....................................     65

   SECTION 11.1 Incorporators, Stockholders, Officers and Directors of
      Issuer Exempt from Individual Liability...............................     65
   SECTION 11.2 Provisions of Indenture for the Sole Benefit of Parties
      and Holders of Securities.............................................     65
   SECTION 11.3 Successors and Assigns of Issuer Bound by Indenture.........     65
   SECTION 11.4 Notices and Demands on Issuer, Trustee and Holders of
      Securities............................................................     65
   SECTION 11.5 Officers' Certificates and Opinions of Counsel;
      Statements to Be Contained Therein....................................     66
   SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays.............     67
   SECTION 11.7 Conflict of Any Provision of Indenture with Trust
      Indenture Act of 1939.................................................     67
   SECTION 11.8 New York Law to Govern......................................     67
   SECTION 11.9 Counterparts................................................     67
   SECTION 11.10 Effect of Headings.........................................     67
   SECTION 11.11 Securities in a Foreign Currency...........................     67
   SECTION 11.12. Judgment Currency.........................................     68

ARTICLE TWELVE REDEMPTION OF SECURITIES AND SINKING FUNDS...................     69
</TABLE>
<PAGE>
                                                                  Exhibit (4)(j)


<TABLE>
<S>                                                                             <C>
   SECTION 12.1 Applicability of Article....................................     69
   SECTION 12.2 Notice of Redemption; Partial Redemptions...................     69
   SECTION 12.3 Payment of Securities Called for Redemption.................     70
   SECTION 12.4 Exclusion of Certain Securities from Eligibility for
      Selection for Redemption..............................................     71
   SECTION 12.5 Mandatory and Optional Sinking Funds........................     71

ARTICLE THIRTEEN SUBORDINATION OF SECURITIES................................     77

   SECTION 13.1 Agreement to Subordinate....................................     77
   SECTION 13.2 Distribution on Dissolution, Liquidation and
      Reorganization; Subrogation of Securities.............................     77
   SECTION 13.3  No Payment on Securities in Event of Default on Senior
      Indebtedness..........................................................     79
   SECTION 13.4  Payments on Securities Permitted...........................     79
   SECTION 13.5  Authorization of Holders to Trustee to Effect
      Subordination.........................................................     79
   SECTION 13.6  Notices to Trustee.........................................     79
   SECTION 13.7  Trustee as Holder of Senior Indebtedness...................     80
   SECTION 13.8  Modifications of Terms of Senior Indebtedness..............     80
   SECTION 13.9  Reliance on Judicial Order or Certificate of
      Liquidating Agent.....................................................     81
   SECTION 13.10  Effect of Satisfaction and Discharge......................     81
</TABLE>
<PAGE>
                                                                  Exhibit (4)(j)


      THIS INDENTURE, DATED AS OF ___________ BETWEEN WEYERHAEUSER COMPANY, A
WASHINGTON CORPORATION (THE "ISSUER"), AND JPMORGAN CHASE BANK, A NEW YORK
BANKING 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 SUBORDINATED 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 AS FOLLOWS:


                                   ARTICLE ONE
                                   DEFINITIONS


SECTION 1.1 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 clearly 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. 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.
<PAGE>
                                                                  Exhibit (4)(j)


      "Additional Amounts" means, with respect to the Securities of any series,
any additional amounts which may be payable with respect to those Securities as
contemplated by clause (15) of Section 2.3 of this Indenture.


      "Attributable Debt" shall have the meaning set forth in Section 3.6.

      "Authenticating Agent" shall have the meaning specified in Section 6.14.

      "Board of Directors" means either the Board of Directors of the Issuer or
any 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
by the Board of Directors and to be in full force and effect, and delivered to
the Trustee.

      "Business Day" means, 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 by law or regulation to close.

      "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.
<PAGE>
                                                                  Exhibit (4)(j)


      "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 [update], New York, New York 10041.

      "Depositary" shall mean, unless otherwise specified by the Issuer pursuant
to either Section 2.2A or 2.3 with respect to Securities of any series issuable
or issued as a Global Security, The Depository Trust Company, New York, New
York, or any successor thereto registered under the Securities and Exchange Act
of 1934, as amended, or other applicable statute or regulation.

      "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 5.1.

      "Foreign Currency" means a currency issued by the government of a country
other than the United States.

      "Global Security" shall mean with respect to any series of Securities
issued hereunder, a Security which is executed by the Issuer and authenticated
and delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction, all in accordance with this Indenture and an indenture supplemental
hereto, if any, or Board Resolution and pursuant to an Issuer Order, which shall
be registered in the name of the Depositary or its nominee and which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the Outstanding Securities of such series or any
portion thereof, in either case having the same terms, including, without
limitation, the same original issue date, or dates on which principal is due,
and interest rate or method of determining interest.

      "Holder", "holder of Securities", "Securityholder" or other similar terms
mean the person in whose name a Security is registered in the security register
kept by the Issuer for that purpose in accordance with the terms hereof.

      "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.

      "Issuer" means (except as otherwise provided in Article Six) Weyerhaeuser
Company, and, subject to Article Nine, its successors and assigns.
<PAGE>
                                                                  Exhibit (4)(j)


      "Issuer Order" means a written statement, request or order of the Issuer
signed in its name by the chairman of the Board of Directors, the president or
any vice president of the Issuer.

      "Officers' Certificate" means a certificate signed by the chairman of the
Board of Directors or the president or any vice president and by the treasurer
or the secretary or any assistant secretary of the Issuer and delivered to the
Trustee. Each such certificate shall include the statements provided for in
Section 11.5.

      "Opinion of Counsel" means an opinion in writing signed by the general
corporate counsel or such other 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 include the statements provided for in Section 11.5, if and to the
extent required hereby.

      "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 5.1.

      "Outstanding" (except as otherwise provided in Section 6.8), when used
with reference to Securities, shall, subject to the provisions of Section 7.4,
mean, as of any particular time, all Securities authenticated and delivered by
the Trustee under this Indenture, except

            (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 moneys or U.S. Government Obligations (as provided for in Section
      10.1) 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 in substitution for which other Securities shall have
      been authenticated and delivered, or which shall have been paid, pursuant
      to the terms of Section 2.9 (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
<PAGE>
                                                                  Exhibit (4)(j)


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 5.1.

      "Person" and "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 "and premium, if any".

      "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" (except as otherwise provided in Section 6.8)
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.

      "Senior Indebtedness" means

            (a) the principal of, and premium, if any, and interest (including
      all interest accruing subsequent to the commencement of any bankruptcy or
      similar proceeding, whether or not a claim for post-petition interest is
      allowed as a claim in any such proceeding) on, and any other amounts
      payable by the Issuer in respect of, indebtedness of the Issuer for
      borrowed money or indebtedness of the Issuer evidenced by any bond, note,
      debenture or other similar instrument,

            (b) all obligations of the Issuer to pay the deferred purchase price
      of property, excluding trade accounts payable arising in the ordinary
      course of business,

            (c)   all obligations of the Issuer for the payment of money under a
      capitalized lease obligation or a synthetic lease obligation,

            (d) all obligations of the Issuer for the payment of money under any
      financial agreement designed to manage Issuer's exposure to fluctuations
      in interest rates, currency exchange rates or commodity prices, including,
      without limitation, swap agreements, cap agreements, floor agreements,
      collar agreements and forward purchase agreements,

            (e) all obligations of the Issuer for the reimbursement of any
      obligor on any letter of credit, banker's acceptance or similar
      transaction,
<PAGE>
                                                                  Exhibit (4)(j)


            (f) all liability of others described in any of the preceding
      clauses (a) through (e) that the Issuer has guaranteed or that is
      otherwise its legal liability, and

            (g) any deferral, renewal, extension or refunding of any liability
      or obligation of the Issuer of the types referred to in any of clauses (a)
      through (f) above,

            in each case unless, in the instrument creating or evidencing any
      such indebtedness, liability or obligation or any such deferral, renewal,
      extension or refunding or pursuant to which the same is outstanding, it is
      expressly provided that such indebtedness, liability or obligation is not
      senior or prior in right of payment to the Securities or ranks pari passu
      with or subordinate to the Securities in right of payment; provided that,
      notwithstanding the foregoing, the following shall not constitute Senior
      Indebtedness:

            (1) the Securities or any obligations or liabilities of Issuer
      thereunder or under this Indenture,

            (2) any liability for federal, state, local or other taxes owed by
      the Issuer,

            (3) any amounts owed by the Issuer to its officers or employees or
      for services rendered to the Issuer,

            (4) capital stock of the Issuer, and

            (5) any liability, obligation or capital stock of others described
      in any of the preceding clauses (2) through (4) that the Issuer has
      guaranteed or that is otherwise its legal liability.

      "Subsidiary" means a corporation a majority of the outstanding voting
stock of which is owned, directly or indirectly, by the Issuer or by one or more
subsidiaries of the Issuer, or by the Issuer and one or more subsidiaries of the
Issuer.

      "Trust Indenture Act of 1939" (except as otherwise provided in Sections
8.1 and 8.2) 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 Six, shall also include any
successor trustee. "Trustee" shall also mean or include each Person who is then
a trustee hereunder and if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean the
trustee with respect to the Securities of such series.

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

      "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".
<PAGE>
                                                                  Exhibit (4)(j)


      "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 TWO
                                   SECURITIES

SECTION 2.1 Forms Generally.

      The Securities of each series 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 such 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, as evidenced by their execution of the Securities.

      The definitive Securities 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.

SECTION 2.2 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.

                                    JPMORGAN CHASE BANK, 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 Securities of such series shall
bear, in addition to the Trustee's Certificate of Authentication, an alternate
certificate of authentication, which shall be as follows:
<PAGE>
                                                                  Exhibit (4)(j)


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

                                    JPMORGAN CHASE BANK, as Trustee

                                    By [AUTHENTICATING AGENT), as Authenticating
                                    Agent

                                    By
                                        --------------------------------

                                    Authorized Officer"



SECTION 2.2A Securities Issuable in the Form of a Global Security.

      (a) If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Issuer shall execute and the
Trustee shall, in accordance with Section 2.4 and the Issuer Order delivered to
the Trustee thereunder, authenticate and deliver such Global Security or
Securities, which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, the Outstanding Securities of such
series to be represented by such Global Security or Securities, (ii) shall be
registered in the name of the Depositary for such Global Security or Securities
or its nominee, (iii) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for the individual Securities represented hereby, this Global
Security may not be transferred except as a whole by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

      (b) Notwithstanding any other provision of this Section 2.2A or of Section
2.8, subject to the provisions of paragraph (c) below, unless the terms of a
Global Security expressly permit such Global Security to be exchanged in whole
or in part for individual Securities, a Global Security may be transferred, in
whole but not in part and in the manner provided in Section 2.8, only to a
nominee of the Depositary for such Global Security, or to the Depositary, or to
a successor Depositary for such Global Security selected or approved by the
Issuer, or to a nominee of such successor Depositary.

      (c) (i) If at any time the Depositary for a Global Security notifies the
Issuer that it is unwilling or unable to continue as Depositary for such Global
Security or if at any time the Depositary for the Securities for such series
shall no longer be eligible or in good standing under the Securities Exchange
Act of 1934, as amended, or other applicable statute or regulation, the Issuer
shall appoint a successor Depositary with respect to such Global Security. If a
successor Depositary for such Global Security is not appointed by the Issuer
within 90 days after the Issuer receives such notice or becomes aware of such
ineligibility, the Issuer will execute, and the Trustee, upon receipt of an
Issuer Order for the authentication and delivery of individual Securities of
such series in exchange for such Global Security, will authenticate and deliver
<PAGE>
                                                                  Exhibit (4)(j)


individual Securities of such series of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of the Global
Security in exchange for such Global Security.

      (ii) The Issuer may at any time and in its sole discretion determine that
the Securities of any series issued or issuable in the form of one or more
Global Securities shall no longer be represented by such Global Security or
Securities. In such event the Issuer will execute, and the Trustee, upon receipt
of an Issuer Order for the authentication and delivery of individual Securities
of such series in exchange in whole or in part for such Global Security, will
authenticate and deliver individual Securities of such series of like tenor and
terms in definitive form in aggregate principal amount equal to the principal
amount of such Global Security or Securities representing such series in
exchange for such Global Security or Securities.

      (iii) If there shall have occurred and be continuing an Event of Default
with respect to the Securities of a series, the Issuer will execute, and the
Trustee, upon receipt of an Issuer Order for the authentication and delivery of
individual Securities of such series in exchange for such Global Security, will
authenticate and deliver individual Securities of such series of like tenor and
terms in definitive form in an aggregate principal amount equal to the principal
amount of the Global Security in exchange for such Global Security.

      (iv) If specified by the Issuer pursuant to Section 2.3 with respect to
Securities issued or issuable in the form of a Global Security, the Depositary
for such Global Security may surrender such Global Security in exchange in whole
or in part for individual Securities of such series of like tenor and terms in
definitive 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, (1) to each Person specified
by such Depositary a new Security or Securities of the same series of like tenor
and terms and of any authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for such Person's beneficial
interest in the Global Security; and (2) to such Depositary a new Global
Security of like tenor and terms and in an authorized denomination equal to the
difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities delivered to Holders
thereof.

      (v) In any exchange provided for in any of the preceding four paragraphs
the Issuer will execute and the Trustee will authenticate and deliver individual
Securities in definitive registered form in authorized denominations. Upon the
exchange of a Global Security for individual Securities, such Global Security
shall be cancelled by the Trustee. Securities issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such
authorized denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities at its Corporate
Trust Offices to the persons in whose names such Securities are so registered.

SECTION 2.3 Amount Unlimited; Issuable in Series.

      The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.
<PAGE>
                                                                  Exhibit (4)(j)


      The Securities may be issued in one or more series. There shall be
established in or pursuant to one or more Board Resolutions of the Board of
Directors and set forth in a Board Resolution, or to the extent established
pursuant to (rather than set forth in) such Board Resolution in an officers'
Certificate detailing such establishment, and/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 may be
      part of a series of Securities previously issued);

            (2) any limit upon the aggregate principal amount of the Securities
      of the series that may be authenticated and delivered under this 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 2.8, 2.9, 2.11, 8.5 or 12.3);

            (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 or ECU);

            (4) any date on which the principal of the Securities of the series
      is payable;

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

            (6) the place or places where the principal of and any interest on
      Securities of the series shall be payable (if other than as provided in
      Section 3.2);

            (7) the price or prices at which, the period or periods within which
      and the terms and conditions upon which Securities of the series may be
      redeemed, in whole or in part, at the option of the Issuer, 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,, the denominations in which Securities of the series shall be
      issuable;

            (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;

            (11) 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;
<PAGE>
                                                                  Exhibit (4)(j)


            (12) if the principal of or interest on 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;

            (13) if the amount of payments of principal of and interest on the
      Securities of the series day 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, the manner in which such amounts shall be
      determined;

            (14) [intentionally omitted];

            (15) 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
      withheld or deducted and, if so, whether the Issuer will have the option
      to redeem such Securities rather than pay such additional amounts;

            (16) 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;

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

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

            (19) whether the Securities of the series shall be issued in whole
      or in part in the form of a Global Security or Securities; the terms and
      conditions, if any, upon which such Global Security or Securities may be
      exchanged in whole or in part for other individual Securities; and the
      Depositary for such Global Security or Securities;

            (20) the terms of any right to convert or exchange Securities of the
      series, either at the option of the Holder thereof or the Issuer, into
      capital stock of the Issuer or other securities or property, including
      without limitation the period or periods within which and the price or
      prices (including adjustments thereto) at which any Securities of the
      series shall be converted or exchanged, in whole or in part; and

            (21) any other terms of the series and any deletions from or
      modifications or additions to this Indenture in respect of such
      Securities.

SECTION 2.4 Authentication and Delivery of Securities.

      The Issuer may deliver Securities of any series, 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
<PAGE>
                                                                  Exhibit (4)(j)


(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
shall be determined by or pursuant to such Issuer Order and procedures. If
provided for in such procedures, such Issuer Order may authorize authentication
and delivery pursuant to oral instructions from the Issuer or its duly
authorized agent, which instructions shall be promptly confirmed in writing. In
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon:

            (1) an Issuer Order requesting such authentication and setting forth
      delivery instructions if the Securities are not to be delivered to the
      Issuer;

            (2) any Board Resolution, Officers' Certificate and/or executed
      supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant
      to which the forms and terms of the Securities were established;

            (3) an Officers' Certificate setting forth the form or forms and
      terms of the Securities stating that the form or forms and terms of the
      Securities have been established pursuant to Sections 2.1 and 2.3 and
      comply with this Indenture, and covering such other matters as the Trustee
      may reasonably request; and

            (4) an Opinion of Counsel to the effect that:

                   (a) the form or forms of the Securities have been duly
            authorized and established in conformity with the provisions of this
            Indenture;

                  (b) the terms of the Securities have been duly authorized and
            established in conformity with the provisions of this Indenture, or
            if the terms of such Securities are to be established from time to
            time, that the procedures for determining the terms of such
            Securities have been duly authorized and established in conformity
            with the provisions of the Indenture;

                  (c) the authentication and delivery of such Securities by the
            Trustee are authorized under the provisions of this indenture;

                  (d) such Securities, when authenticated and delivered by the
            Trustee and issued by the Issuer in the manner and subject to any
            conditions specified in such Opinion of Counsel, will constitute
            valid and binding obligations of the Issuer,

                  (e) all laws and requirements in respect of the execution and
            delivery by the Issuer of the Securities have been complied with,
            and

                  (f) covering such other matters as the Trustee may reasonably
            request.
<PAGE>
                                                                  Exhibit (4)(j)


      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.

SECTION 2.5 Execution of Securities.

      The Securities shall be signed on behalf of the Issuer by the chairman of
its Board of Directors or any vice chairman of its Board of Directors or its
president or any vice president or its treasurer, under its corporate seal which
may, but need not, be attested. 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. 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 shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Issuer; and any Security may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, 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 2.6 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. 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 2.7 Denomination and Date of Securities; Payments of Interest.

      The Securities of each series shall be issuable in denominations
established as contemplated by Section 2.3 or, if not so established, in
denominations of $1,000 and any integral multiple thereof. 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 with the approval of the Trustee as evidenced by the
execution and authentication thereof.
<PAGE>
                                                                  Exhibit (4)(j)


      Each Security shall be dated the date of its authentication. 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
2.3.

      The person in whose name any 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 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 Securities for such series are
registered at the close of business on a subsequent record date (which shall be
not less than five 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 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 Securities of
such series established as contemplated by Section 2.3, or, if no such date is
so established, 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.

SECTION 2.8 Registration, Transfer and Exchange.

      The Issuer will keep at each office or agency to be maintained for the
purpose as provided in Section 3.2 for each series of Securities a register or
registers in which, subject to such reasonable regulations as it may prescribe,
it will provide for the registration of Securities of such series and the
registration of transfer of Securities of such series. 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 Security of any
series at any such office or agency to be maintained for the purpose as provided
in Section 3.2, the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Security or
Securities of the same series, maturity date, interest rate and original issue
date in authorized denominations for a like aggregate principal amount.

      At the option of the Holder thereof, Securities of any series may be
exchanged for a Security or 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 Securities to be exchanged at
the agency of the Issuer that shall be maintained for such purpose in accordance
with Section 3.2 and upon payment, if the Issuer shall so require, of the
charges hereinafter provided. Whenever any Securities are so surrendered for
exchange, the Issuer shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive. All Securities surrendered upon any exchange or transfer
<PAGE>
                                                                  Exhibit (4)(j)


provided for in this Indenture shall be promptly cancelled and disposed of by
the Trustee and the Trustee will deliver a certificate of disposition thereof to
the Issuer.

      All 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.

      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, or
(b) any Securities selected, called or being called for redemption, in whole or
in part, except, in the case of any Security to be redeemed in part, the portion
thereof not so to be redeemed.

      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.

      None of the Issuer, the Trustee, any paying agent or the Security
registrar will have any responsibility or liability for any aspect of the
records of the Depositary or the direct or indirect particpants relating to or
payments made by the Depositary or its direct or indirect participants on
account of beneficial ownership interests of a Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities.

      In case any temporary or definitive 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 substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substitute
Security 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 and of the ownership thereof and in the case of
mutilation or defacement shall surrender the Security to the Trustee.

      Upon the issuance of any substitute Security, 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 which has
matured or is about to mature or has been called for
<PAGE>
                                                                  Exhibit (4)(j)


redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated or defaced Security), 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 and of the ownership thereof.

      Every substitute Security of any series issued pursuant to the provisions
of this Section by virtue of the fact that any such Security is destroyed, lost
or stolen shall constitute an additional contractual obligation of the Issuer,
whether or not the destroyed, lost or stolen Security 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 of such series duly
authenticated and delivered hereunder. All Securities 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 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 surrendered for payment, 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 shall be
issued in lieu thereof except as expressly permitted by any of the provisions of
this Indenture. The Trustee shall dispose of cancelled Securities held by it and
deliver a certificate of. disposition to the Issuer. If the Issuer shall acquire
any of the Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are delivered to the Trustee for cancellation.

SECTION 2.11 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 in 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
Securities, all as may be determined by the Issuer with the concurrence of the
Trustee as evidenced by the execution and authentication thereof. Temporary
Securities may contain such reference 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
<PAGE>
                                                                  Exhibit (4)(j)


shall execute and shall furnish definitive Securities of such series and
thereupon temporary 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 3.2, 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 of
authorized denominations. Until so exchanged, the temporary Securities of any
series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series.

                                  ARTICLE THREE
                             COVENANTS OF THE ISSUER

SECTION 3.1 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 this Indenture. The interest on Securities (together with any
Additional Amounts payable pursuant to the terms of such Securities) shall be
payable only to or upon written order of the Securityholders thereof and at the
option of the Issuer may be paid by mailing checks for such interest payable to
or upon the written order of such Securityholders at their last addresses as
they appear on the registry books of the Issuer.

SECTION 3.2 Offices for Payments, etc.

      The Issuer will maintain in the Borough of Manhattan, The City of New
York, an agency where the Securities of each series may be presented for
payment, an agency where the Securities of each series may be presented for
exchange as is provided in this Indenture, an agency where Securities which are
convertible into or exchangeable for the Issuer's capital stock or other
securities may be surrendered for conversion or exchange, and an agency where
the Securities of each series may be presented for registration of transfer as
in this Indenture provided.

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

      The Issuer will give to the Trustee written notice of the location of each
such agency and of any change of location thereof. In case the Issuer shall fail
to maintain any agency required by this Section to be located in the Borough of
Manhattan, The City of New York, or shall fail to give such notice of the
location or of any change in the location of any of the above agencies,
presentations and demands may be made and notices may be served at the Corporate
Trust Office of the Trustee.
<PAGE>
                                                                  Exhibit (4)(j)


      The Issuer may from time to time designate one or more additional agencies
where the Securities of a series 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 2.3 and where the 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 the immediately preceding paragraphs. The Issuer
will give to the Trustee prompt written notice of any such designation or
rescission thereof.

SECTION 3.3 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 3.4 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 of the Trustee,

            (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, and

            (c) that at any time during the continuance of any such failure,
      upon the written request of the Trustee, it will forthwith pay to the
      Trustee all sums so held in trust by such paying agent.

      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
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 the holders of the Securities of such series 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.
<PAGE>
                                                                  Exhibit (4)(j)


      Anything in this Section to the contrary notwithstanding, 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 10.3 and 10.4.

SECTION 3.5 Written Statement to Trustee.

      The Issuer will deliver to the Trustee on or before April 15 in each year
a written statement, signed by two of its officers (which need not comply with
Section 11.5), 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 or fulfillment of any covenant, agreement or condition
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 3.6 [intentionally omitted]

SECTION 3.7 [intentionally omitted]

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

SECTION 4.1 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 Securities of each
series:

            (a) semiannually and not more than 15 days after each record date
      for the payment of interest on such Securities, as hereinabove specified,
      as of such record date and on dates to be determined pursuant to Section
      2.3 for non-interest bearing 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, such list shall not be required to be
      furnished.

SECTION 4.2 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 (i) contained in the most recent
      list furnished to it as provided in Section 4.1, (ii) received by
<PAGE>
                                                                  Exhibit (4)(j)


      it in the capacity of Security registrar for such series, if so acting and
      (iii) filed with it within two preceding years pursuant to 4.4(c)(ii). The
      Trustee may destroy any list furnished to it as provided in Section 4.1
      upon receipt of a new list so furnished.

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

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

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

            If the Trustee shall elect not to afford to such applicants access
      to such information, the Trustee shall, upon the written request of such
      applicants, mail to each Securityholder of such series or all Securities,
      as the case may be, whose name and address appears in the information
      preserved at the time by the Trustee in accordance with the provisions of
      subsection (a) of this Section a copy of the form of proxy or other
      communication which is specified in such request, with reasonable
      promptness after a tender to the Trustee of the material to be mailed and
      of payment, or provision for the payment, of the reasonable expenses of
      mailing, unless within five days after such tender, the Trustee shall mail
      to such applicants and file with the Commission together with a copy of
      the material to be mailed, a written statement to the effect that, in the
      opinion of the Trustee, such mailing would be contrary to the best
      interests of the holders of Securities of such series or all Securities,
      as the case may be, or would be in violation of applicable law. Such
      written statement shall specify the basis of such opinion. If the
      Commission, after opportunity for a hearing upon the objections specified
      in the written statement so filed, shall enter an order refusing to
      sustain any of such objections or if, after the entry of an order
      sustaining one or more of such objections, the Commission shall find,
      after notice and opportunity for hearing, that all the objections so
      sustained have been met, and shall enter an order so declaring, the
      Trustee shall mail copies of such material to all such Securityholders
      with reasonable promptness after the entry of such order and the renewal
      of such tender; otherwise the Trustee shall be relieved of any obligation
      or duty to such applicants respecting their application.
<PAGE>
                                                                  Exhibit (4)(j)


            (c) Each and every holder of Securities, by receiving and holding
      the same, agrees with the Issuer and the Trustee that neither the Issuer
      nor the Trustee nor any agent of the Issuer or the Trustee shall be held
      accountable by reason of the disclosure of any such information as to the
      names and addresses of the holders of Securities in accordance with the
      provisions of subsection (b) of this Section, regardless of the source
      from which such information was derived, and that the Trustee shall not be
      held accountable by reason of mailing any material pursuant to a request
      made under such subsection (b).

SECTION 4.3 Reports by the Issuer. The Issuer covenants:

            (a) 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 (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which 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 if the Issuer is not required to file
      information, documents, or reports pursuant to either of such Sections,
      then to file with the Trustee and the Commission, in accordance with rules
      and regulations prescribed from time to time by the Commission, such of
      the supplementary and periodic information, documents, and reports which
      may be required pursuant to Section 13 of the Securities Exchange Act of
      1934, or in respect of a security listed and registered on a national
      securities exchange as may be prescribed from time to time in such rules
      and regulations;

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

            (c) to transmit by mail to the holders of Securities, in the manner
      and to the extent provided in Section 4.4(c), such summaries of any
      information, documents and reports required to be filed by the Issuer
      pursuant to subsections (a) and (b) of this Section as may be required to
      be transmitted to such Holders by rules and regulations prescribed from
      time to time by the Commission.

SECTION 4.4 Reports by the Trustee.

            (a) On or before July 15 in each year following the date hereof, so
      long as any Securities are outstanding hereunder, the Trustee shall
      transmit to the Securityholders of each series, as provided in subsection
      (c), a brief report dated as of a date convenient to the Trustee no more
      than 60 nor less than 45 days prior thereto with respect to:

                  (i) its eligibility under Section 6.9 and its qualification
            under Section 6.8, or in lieu thereof, if to the best of its
            knowledge it has continued to be eligible and qualified under such
            Sections, a written statement to such effect;
<PAGE>
                                                                  Exhibit (4)(j)


                  (ii) the character and amount of any advances (and if the
            Trustee elects so to state, the circumstances surrounding the making
            thereof) made by the Trustee (as such) which remain unpaid on the
            date of such report and for the reimbursement of which it claims or
            may claim a lien or charge, prior to that of the Securities of any
            series, on any property or funds held or collected by it as Trustee,
            except that the Trustee shall not be required (but may elect) to
            report such advances if such advances so remaining unpaid aggregate
            not more than 1/2 of 1% of the principal amount of the Securities of
            any series Outstanding on the date of such report;

                  (iii) the amount, interest rate, and maturity date of all
            other indebtedness owing by the Issuer (or by any other obligor on
            the Securities) to the Trustee in its individual capacity on the
            date of such report, with a brief description of any property held
            as collateral security therefor, except any indebtedness based upon
            a creditor relationship arising in any manner described in Section
            6.13(b)(2), (3), (4) or (6);

                  (iv) the property and funds, if any, physically in the
            possession of the Trustee (as such) on the date of such report;

                  (v) any additional issue of Securities which the Trustee has
            not previously reported;" and

                  (vi) any action taken by the Trustee in the performance of its
            duties under this Indenture which it has not previously reported and
            which in its opinion materially affects the Securities, except
            action in respect of a default, notice of which has been or is to be
            withheld by it in accordance with the provisions of Section 5.11.

            (b) The Trustee shall transmit to the Securityholders of each
      series, as provided in subsection (c) of this Section, a brief report with
      respect to the character and amount of any advances (and if the Trustee
      elects so to state, the circumstances surrounding the making thereof) made
      by the Trustee, as such, since the date of the last report transmitted
      pursuant to the provisions of subsection (a) of this Section (or if no
      such report has yet been so transmitted, since the date of this Indenture)
      for the reimbursement of which it claims or may claim a lien or charge
      prior to that of the Securities of such series on property or funds held
      or collected by it as Trustee and which it has not. previously reported
      pursuant to this subsection (b), except that the Trustee shall not be
      required (but may elect) to report such advances if such advances
      remaining unpaid at any time aggregate 10% or less of the principal amount
      of Securities of such series outstanding at such time, such report to be
      transmitted within 90 days after such time.

            (c) Reports pursuant to this Section shall be transmitted by mail:

                  (i) to all Holders of Securities, as the names and addresses
            of such holders appear upon the registry books of the Issuer; and
<PAGE>
                                                                  Exhibit (4)(j)


                   (ii) except in the case of reports pursuant to subsection
            (b), to each Holder of a Security whose name and address are
            preserved at the time by the Trustee as provided in Section 4.2(a).

            (d) A copy of each such report shall, at the time of such
      transmission to Securityholders, be furnished to the Issuer and be filed
      by the Trustee with each stock exchange upon which the Securities of any
      applicable series are listed and also with the Commission. The Issuer
      agrees to notify the Trustee with respect any series when and as the
      Securities of such series become admitted to trading on any national
      securities exchange.

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

SECTION 5.1 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 on
      any of the Securities of such series as and when the same shall become due
      and payable either at maturity, upon redemption, by declaration or
      otherwise; or

            (c) default in the payment of any sinking fund installment as and
      when the same shall become due and payable by the terms of the Securities
      of such series; or

            (d) 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 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

            (e) 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 or sequestrator (or similar official) of the Issuer or
<PAGE>
                                                                  Exhibit (4)(j)


      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

            (f) 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 under
      any such law, or consent to the appointment of or taking possession by a
      receiver, liquidator, assignee, custodian, trustee or 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

            (g) any other Event of Default provided in the supplemental
      indenture or resolution of the Board of Directors 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 (d) above (if
the Event of Default under clause (d) is with respect to less than all series of
Securities then Outstanding) occurs and is continuing, then, and in each and
every such case, unless the principal of all of the Securities of such series
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 such series
then Outstanding hereunder (each such series voting as a separate 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
such 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 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 clause (d) (if
the Event of Default under clause (d) is with respect to all series of
Securities then Outstanding), (e) or (f) 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 moneys 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 such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration (with interest upon such principal and, to the extent that payment
of such interest is enforceable
<PAGE>
                                                                  Exhibit (4)(j)


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, (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 such series, each series voting as a separate class, (or
of all the Securities, as the case may be, voting as a single class) then
Outstanding, by written notice to the Issuer and to the Trustee, may waive all
defaults with respect to 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 5.2 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,
for principal or interest, as the case may be (with interest to the date of such
payment 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.
<PAGE>
                                                                  Exhibit (4)(j)


      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 such
Securities and collect in the manner provided by law out of the property of the
Issuer or other obligor upon such Securities, wherever situated, the moneys
adjudged or decreed to be payable.

      In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities 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 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
      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 of 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 moneys 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
<PAGE>
                                                                  Exhibit (4)(j)


      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 6.6.

      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 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, may be enforced by the Trustee
without the possession of any of the Securities of such series or the production
thereof on any trial or other proceedings relative thereto, and any such action
or 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 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 to which such action was taken, and it shall not be
necessary to make any holders of such Securities parties to any such
proceedings.

SECTION 5.3 Application of Proceeds.

      Any moneys 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 moneys on account of
principal or interest, upon presentation of the several 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
      6.6;

            SECOND: In case the principal of the Securities of such series in
      respect of which moneys 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
<PAGE>
                                                                  Exhibit (4)(j)


      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 moneys have been collected shall have become and shall be
      then due and payable, to the payment of the whole amount then owing 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 moneys 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 5.4 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 5.5 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 5.6 Limitations on Suits by Securityholders.

      No holder of any Security of any series shall have any right by virtue or
by availing of any provision of this Indenture to institute any 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
<PAGE>
                                                                  Exhibit (4)(j)


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 not less than 25% in
aggregate principal amount of the Securities of such series then Outstanding
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 5.9; it being understood and intended, and being expressly covenanted by
the taker and Holder of every Security with every other taker and Holder and the
Trustee, that no one or more Holders of Securities of any series 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 , 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. 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 5.7 Unconditional Right of Securityholders to Institute Certain Suits.

      Notwithstanding any other provision in this Indenture and any provision of
any Security, the right of any Holder of any Security to receive payment of the
principal of and interest on such Security on or after the respective due dates
expressed in such Security, 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 5.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default.

      Except as provided in Section 5.6, no right or remedy herein conferred
upon or reserved to the Trustee or to the holders of Securities is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      No delay or omission of the Trustee or of any holder of Securities to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to section 5.6, every power and remedy given by this
Indenture or by law to the Trustee or to the holders of Securities may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the holders of Securities.
<PAGE>
                                                                  Exhibit (4)(j)


SECTION 5.9 Control by Holders of Securities.

      The Holders of a majority in aggregate principal amount of the Securities
of each series affected (with each series voting as a separate 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 (6.1) 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 6.1)
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 5.1, the Holders of a majority
in aggregate principal amount of the Securities of such series at the time
Outstanding may on behalf of the Holders of all the Securities of such series
waive any past default or Event of Default described in clause (c) of Section
5.1 (or, in the case of an event specified in clause (d) of Section 5.1 which
relates to less than all series of Securities then Outstanding, the Holders of a
majority in aggregate principal amount of the Securities then Outstanding
affected thereby (each series voting as a separate class) may waive any such
default or Event of Default, or, in the case of an event specified in clause (d)
(if the Event of Default under clause (d) relates to all series of Securities
then Outstanding), (e) or (f) of Section 5.1 the Holders of Securities of a
majority in principal amount of all the Securities then Outstanding (voting as
one class) may waive any such default or Event of Default), 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 the
Securities of such series shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

      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
<PAGE>
                                                                  Exhibit (4)(j)


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 ninety 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 to all Holders of then Outstanding
Securities of that series, by mailing such notice to such Holders at their
addresses as they shall appear in 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 or interest on any of the Securities of 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 by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
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 clause (d) of Section 5.1 (if the suit
relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities Outstanding affected thereby, or in the
case of any suit relating to or arising under clause (d) (if the suit under
clause (d) relates to all the Securities then outstanding), (e) or (f) of
Section 5.1, 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 on or after the due date
expressed in such Security or any date fixed for redemption.

                                   ARTICLE SIX
                             CONCERNING THE TRUSTEE

SECTION 6.1 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
<PAGE>
                                                                  Exhibit (4)(j)


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 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 willful 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 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 5.9 relating to the time,
      method and place of conducting any proceeding for any remedy available to
      the Trustee, or exercising any trust or power conferred upon the Trustee,
      under this Indenture.

      None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal 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 adequate indemnity against such liability is not
reasonably assured to it.
<PAGE>
                                                                  Exhibit (4)(j)


SECTION 6.2 Certain Rights of the Trustee.

      Subject to Section 6.1:

            (a) the Trustee may rely and shall be protected in acting or
      refraining from acting upon any resolution, Officers' Certificate 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;

            (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;

            (c) the Trustee may consult with counsel and any advice or 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
      trusts 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
      reasonable security or indemnity 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 reasonable indemnity
      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
<PAGE>
                                                                  Exhibit (4)(j)


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

SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of Securities or
Application of Proceeds Thereof.

      The recitals contained herein and in the Securities, except the Trustee's
certificates 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 representation as to the validity or sufficiency of this
Indenture or of the Securities. 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 6.4 Trustee and Agents May Hold Securities; 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 with the
same rights it would have if it were not the Trustee or such agent and, subject
to Sections 6.8 and 6.13, 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 6.5 Moneys Held by Trustee.

      Subject to the provisions of Section 10.4 hereof, all moneys 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 moneys received by it hereunder.

SECTION 6.6 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
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
<PAGE>
                                                                  Exhibit (4)(j)


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 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, and the Securities are hereby subordinated to such senior claim.

SECTION 6.7 Right of Trustee to Rely on Officers' Certificate, etc.

      Subject to Sections 6.1 and 6.2, 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 6.8 Qualification of Trustee; Conflicting Interests.

            (a) If the Trustee has or shall acquire any conflicting interest, as
      defined in this Section, it shall, within 90 days after ascertaining that
      it has such conflicting interest, either eliminate such conflicting
      interest or resign in the manner and with the effect specified in this
      Indenture.

            (b) In the event that the Trustee shall fail to comply with the
      provisions of subsection (a) of this Section, the Trustee shall, within 10
      days after the expiration of such 90 day period, transmit by mail notice
      of such failure to the Securityholders in the manner and to the extent
      required by Section 4.4(c).

            (c) For the purposes of this Section, the Trustee shall be deemed to
      have a conflicting interest with respect to Securities of any series if

                  (i) the Trustee is trustee under this Indenture with respect
            to the Outstanding Securities of any other series or is a trustee
            under another indenture under which any other securities, or
            certificates of interest or participation in any other securities,
            of the Issuer are outstanding, unless such other indenture is a
            collateral trust indenture under which the only collateral consists
            of Securities issued under this Indenture; provided that there shall
            be excluded from the operation of this paragraph this Indenture with
            respect to the Securities of any other series and there shall also
            be so excluded any other indenture or indentures under which other
            securities, or certificates of interest or participation in other
            securities, of the Issuer are outstanding if (i) this Indenture is
            and, if applicable, this Indenture and any series issued pursuant to
            this Indenture and such other indenture or indentures are wholly
            unsecured and rank equally, 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
<PAGE>
                                                                  Exhibit (4)(j)


            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 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 and such other
            indentures;

                  (ii) the Trustee or any of its directors or executive officers
            is an obligor upon the Securities of any series issued under this
            Indenture or an underwriter for the Issuer;

                  (iii) the Trustee directly or indirectly controls or is
            directly or indirectly controlled by or is under direct or indirect
            common control with the Issuer or an underwriter for the Issuer;

                  (iv) the Trustee or any of its directors or executive officers
            is a director, officer, partner, employee, appointee, or
            representative of the Issuer, or of an underwriter (other than the
            Trustee itself) for the Issuer who is currently engaged in the
            business of underwriting, except that (x) one individual may be a
            director or an executive officer, or both, of the Trustee and a
            director or an executive officer, or both, of the Issuer, but may
            not be at the same time an executive officer of both the Trustee and
            the Issuer; (y) if and so long as the number of directors of the
            Trustee in office is more than nine, one additional individual may
            be a director or an executive officer, or both, of the Trustee and a
            director of the Issuer; and (z) the Trustee may be designated by the
            Issuer or by any underwriter for the Issuer to act in the capacity
            of transfer agent, registrar, custodian, paying agent, fiscal agent,
            escrow agent, or depositary, or in any other similar capacity, or,
            subject to the provisions of subsection (c)(i) of this Section, to
            act as trustee, whether under an indenture or otherwise;

                  (v) 10% or more of the voting securities of the Trustee is
            beneficially owned either by the Issuer of by any director, partner
            or executive officer thereof, or 20% or more of such voting
            securities is beneficially owned, collectively, by any two or more
            of such persons; or 10% or more of the voting securities of the
            Trustee is beneficially owned either by an underwriter for the
            Issuer or by any director, partner, or executive officer thereof, or
            is beneficially owned, collectively, by any two or more such
            persons;
<PAGE>
                                                                  Exhibit (4)(j)


                  (vi) the Trustee is the beneficial owner of, or holds as
            collateral security for an obligation which is in default, (x) 5% or
            more of the voting securities or 100 or more of any other class of
            security of the Issuer, not including the Securities issued under
            this Indenture and securities issued under any other indenture under
            which the Trustee is also trustee, or (y) 10% or more of any class
            of security of an underwriter for the Issuer;

                  (vii) the Trustee is the beneficial owner of, or holds as
            collateral security for an obligation which is in default, 5% or
            more of the voting securities of any person who, to the knowledge of
            the Trustee, owns 10% or more of the voting securities of, or
            controls directly or indirectly or is under direct or indirect
            common control with, the Issuer;

                  (viii) the Trustee is the beneficial owner of, or holds as
            collateral security for an obligation which is in default, 10% or
            more of any class of security of any person who, to the knowledge of
            the Trustee, owns 50% or more of the voting securities of the
            Issuer; or

                  (ix) the Trustee owns on May 15 in any calendar year, in the
            capacity of executor, administrator, testamentary or inter vivos
            trustee, guardian, committee or conservator, or in any other similar
            capacity, an aggregate of 25% or more of the voting securities, or
            of any class of security, of any person, the beneficial ownership of
            a specified percentage of which would have constituted a conflicting
            interest under Section 6.8(c)(vi), (vii) or (viii). As to any such
            securities of which the Trustee acquired ownership through becoming
            executor, administrator, or testamentary trustee of an estate which
            included them, the provisions of the preceding sentence shall not
            apply, for a period of two years from the date of such acquisition,
            to the extent that such securities included in such estate do not
            exceed 25% of such voting securities or 25% of any such class of
            security. Promptly after May 15 in each calendar year, the Trustee
            shall make a check of its holdings of such securities in any of the
            above-mentioned capacities as of such May 15. If the Issuer fails to
            make payment in full of principal of or interest on any of the
            Securities when and as the same becomes due and payable, and such
            failure continues for 30 days thereafter, the Trustee shall make a
            prompt check of its holdings of such securities in any of the
            above-mentioned capacities as of the date of the expiration of such
            30-day period, and after such date, notwithstanding the foregoing
            provisions of this paragraph, all such securities so held by the
            Trustee, with sole or joint control over such securities vested in
            it, shall, but only so long as such failure shall continue, be
            considered as though beneficially owned by the Trustee for the
            purposes of subsections (c)(vi), (vii) and (viii) of this Section.

      The specification of percentages in subsections (c)(v) to (ix) inclusive
of this Section shall not be construed as indicating that the ownership of such
percentages of the securities of a person is or is not necessary or sufficient
to constitute direct or indirect control for the purposes of subsections
(c)(iii) or (vii) of this Section.
<PAGE>
                                                                  Exhibit (4)(j)


      For the purposes of subsections (c)(vi), (vii), (viii) and (ix), of this
Section, only,

            (i) the terms "security" and "securities" shall include only such
      securities as are generally known as corporate securities, but shall not
      include any note or other evidence of indebtedness issued to evidence an
      obligation to repay moneys lent to a person by one or more banks, trust
      companies, or banking firms, or any certificate of interest or
      participation in any such note or evidence of indebtedness;

            (ii) an obligation shall be deemed to be in default when a default
      in payment of principal shall have continued for 30 days or more and shall
      not have been cured; and

            (iii) the Trustee shall not be deemed to be the owner or holder of
      (x) any security which it holds as collateral security, as trustee or
      otherwise, for an obligation which is not in default as defined in clause
      (ii) above, or (y) any security which it holds as collateral security
      under this Indenture, irrespective of any default hereunder, or (z) any
      security which it holds as agent for collection, or as custodian, escrow
      agent, or depositary, or in any similar representative capacity.

      Except as provided above, the word "security" or "securities" as used in
this Section shall mean any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral trust certificate, preorganization
certificate or subscription, transferable share, investment contract, voting
trust certificate, certificate of deposit for a security, fractional undivided
interest in oil., gas or other mineral rights, or, in general, any interest or
instrument commonly known as a "security", or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any of the foregoing.

            (d) For purposes of this Section:

                  (i) the term "underwriter" when used with reference to the
            Issuer shall mean every person who, within three years prior to the
            time as of which the determination is made, has purchased from the
            Issuer with a view to, or has offered or sold for the Issuer in
            connection with, the distribution of any security of the Issuer
            outstanding at such time, or has participated or has had a direct or
            indirect participation in any such undertaking, or has participated
            or has had a participation in the direct or indirect underwriting of
            any such undertaking, but such term shall not include a person whose
            interest was limited to a commission from an underwriter or dealer
            not in excess of the usual and customary distributors' or sellers'
            commission;

                  (ii) the term "director" shall mean any director of a
            corporation or any individual performing similar functions with
            respect to any organization whether incorporated or unincorporated;

                  (iii) the term "person" shall mean an individual, a
            corporation, a partnership, an association, a joint stock company, a
            trust, an unincorporated organization, or a government or political
            subdivision thereof; as used in this
<PAGE>
                                                                  Exhibit (4)(j)


            paragraph, the term "trust" shall include only a trust where the
            interest or interests of the beneficiary or beneficiaries are
            evidenced by a security;

                  (iv) the term "voting security" shall mean any security
            presently entitling the owner or holder thereof to vote in the
            direction or management of the affairs of a person, or any security
            issued under or pursuant to any trust, agreement or arrangement
            whereby a trustee or trustees or agent or agents for the owner or
            holder of such security are presently entitled to vote in the
            direction or management of the affairs of a person;

                  (v) the term "Issuer" shall mean any obligor upon the
            Securities; and

                  (vi) the term "executive officer" shall mean the president,
            every vice president, every trust officer, the cashier, the
            secretary, and the treasurer of a corporation, and any individual
            customarily performing similar functions with respect to any
            organization whether incorporated or unincorporated, but shall not
            include the chairman of the board of directors.

            (e) The percentages of voting securities and other securities
      specified in this Section shall be calculated in accordance with the
      following provisions:

                  (i) a specified percentage of the voting securities of the
            Trustee, the Issuer or any other person referred to in this Section
            (each of whom is referred to as a "person" in this paragraph) means
            such amount of the outstanding voting securities of such person as
            entitles the holder or holders thereof to cast such specified
            percentage of the aggregate votes which the holders of all the
            outstanding voting securities of such person are entitled to cast in
            the direction or management of the affairs of such person;

                  (ii) a specified percentage of a class of securities of a
            person means such percentage of the aggregate amount of securities
            of the class outstanding;

                  (iii) the term "amount", when used in regard to securities,
            means the principal amount if relating to evidences of indebtedness,
            the number of shares if relating to capital shares, and the number
            of units if relating to any other kind of security;

                  (iv) the term "outstanding" means issued and not held by or
            for the account of the issuer; the following securities shall not be
            deemed outstanding within the meaning of this definition:

                        (A) securities of an issuer held in a sinking fund
                  relating to securities of the issuer of the same class;

                        (B) securities of an issuer held in a sinking fund
                  relating to another class of securities of the issuer, if the
                  obligation evidenced by such other class of securities is not
                  in default as to principal or interest or otherwise;
<PAGE>
                                                                  Exhibit (4)(j)


                        (C) securities pledged by the issuer thereof as security
                  for an obligation of the issuer not in default as to principal
                  or interest or otherwise; and

                        (D) securities held in escrow if placed in escrow by the
                  issuer thereof;

      provided, that any voting securities of an issuer shall be deemed
outstanding if any person other than the issuer is entitled to exercise the
voting rights thereof; and

                  (v) a security shall be deemed to be of the same class as
            another security if both securities confer upon the holder or
            holders thereof substantially the same rights and privileges;
            provided, that, in the case of secured evidences of indebtedness,
            all of which are issued under a single indenture, differences in the
            interest rates or maturity dates of various series thereof shall not
            be deemed sufficient to constitute such series different classes and
            provided, further, that, in the case of unsecured evidences of
            indebtedness, differences in the interest rates or maturity dates
            thereof shall not be deemed sufficient to constitute them securities
            of different classes, whether or not they are issued under a single
            indenture.

SECTION 6.9 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 $50,000,000, 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.

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 by mailing
      notice of such resignation to the Holders of then Outstanding 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
<PAGE>
                                                                  Exhibit (4)(j)


      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 6.8 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 6.9 and shall fail to resign after
            written request therefor by the Issuer or by any Securityholder; or

                  (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 5.12, 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 witty
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 7.1 of
      the action in that regard taken by the Securityholders.
<PAGE>
                                                                  Exhibit (4)(j)


            (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 10.4,
pay over to the successor trustee all moneys 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 6.6.

      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 is 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 the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

      Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11, the Issuer shall mail notice thereof to the Holders of
Securities of each series affected, by mailing such notice to such Holders 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 the preceding sentence may be combined with the notice
called for by Section 6.10. If the Issuer fails to mail such notice within ten
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Issuer.
<PAGE>
                                                                  Exhibit (4)(j)


SECTION 6.12 Merger, Conversion, Consolidation or Succession to 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 the provisions of Section 6.8 and eligible under the provisions
of Section 6.9, 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 Preferential Collection of Claims Against the Issuer.

            (a) Subject to the provisions of this Section, if the Trustee shall
      be or shall become a creditor, directly or indirectly, secured or
      unsecured, of the Issuer within four months prior to a default, as defined
      in subsection (c) of this Section, or subsequent to such a default, then,
      unless and until such default shall be cured, the Trustee shall set apart
      and hold in a special account for the benefit of the Trustee individually,
      the Holders of the Securities and the holders of other indenture
      securities (as defined in this Section):

                  (1) an amount equal to any and all reductions in the amount
      due and owing upon any claim as such creditor in respect of principal or
      interest, effected after the beginning of such four months' period and
      valid as against the Issuer and its other creditors, except any such
      reduction resulting from the receipt or disposition of any property
      described in subsection (a)(2) of this Section, or from the exercise of
      any right of set-off which the Trustee could have exercised if a petition
      in bankruptcy had been filed by or against the Issuer upon the date of
      such default; and

                  (2) all property received by the Trustee in respect of any
            claim as such creditor, either as security therefor, or in
            satisfaction or composition thereof, or otherwise, after the
            beginning of such four months' period, or an amount equal to the
            proceeds of any such property, if disposed of, subject, however, to
            the rights, if any, of the Issuer and its other creditors in such
            property or such proceeds.

      Nothing herein contained, however, shall affect the right of the Trustee:
<PAGE>
                                                                  Exhibit (4)(j)


            (A) to retain for its own account (i) payments made on account of
      any such claim by any person (other than the Issuer) who is liable
      thereon, (ii) the proceeds of the bona fide sale of any such claim by the
      Trustee to a third person, and (iii) distributions made in cash,
      securities or other property in respect of claims filed against the Issuer
      in bankruptcy or receivership or in proceedings for reorganization
      pursuant to Title 11 of the United States Code or applicable state law;

            (B) to realize, for its own account, upon any property held by it as
      security for any such claim, if such property was so held prior to the
      beginning of such four months' period;

            (C) to realize, for its own account, but only to the extent of the
      claim hereinafter mentioned, upon any property held by it as security for
      any such claim, if such claim was created after the beginning of such four
      months' period and such property was received as security therefor
      simultaneously with the creation thereof, and if the Trustee shall sustain
      the burden of proving that at the time such property was so received the
      Trustee had no reasonable cause to believe that a default as defined in
      subsection (c) of this Section would occur within four months; or

            (D) to receive payment on any claim referred to in paragraph (B) or
      (C), against the release of any property held as security for such claim
      as provided in such paragraph (B) or (C), as the case may be, to the
      extent of the fair value of such property.

      For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such four months' period for property held as security at
the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

      If the Trustee shall be required to account) the funds and property held
in such special account and the proceeds thereof shall be apportioned between
the Trustee, the Securityholders and the Holders of other indenture securities
in such manner that the Trustee, such Securityholders and the Holders of other
indenture securities realize, as a result of payments from such special account
and payments of dividends on claims filed against the Issuer in bankruptcy or
receivership or in proceedings for reorganization pursuant to Title 11 of the
United States Code or applicable State law, the same percentage of their
respective claims, figured before crediting to the claim of the Trustee anything
on account of the receipt by it from the Issuer of the funds and property in
such special account and before crediting to the respective claims of the
Trustee, such Securityholders and the Holders of other indenture securities
dividends on claims filed against the Issuer in bankruptcy or receivership or in
proceedings for reorganization pursuant to Title 11 of the United States Code or
applicable State
<PAGE>
                                                                  Exhibit (4)(j)


law, but after crediting thereon receipts on account of the indebtedness
represented by their respective claims from all sources other than from such
dividends and from the funds and property so held in such special account. As
used in this paragraph, with respect to any claim, the term "dividends" shall
include any distribution with respect to such claim, in bankruptcy or
receivership or in proceedings for reorganization pursuant to Title 11 of the
United States Code or applicable State law, whether such distribution is made in
cash, securities or other property, but shall not include any such distribution
with respect to the secured portion, if any, of such claim. The court in which
such bankruptcy, receivership or proceeding for reorganization is pending shall
have jurisdiction (i) to apportion between the Trustee, such Securityholders and
the Holders of other indenture securities, in accordance with the provisions of
this paragraph, the funds and property held in such special account and the
proceeds thereof, or (ii) in lieu of such apportionment, in whole or in part, to
give to the provisions of this paragraph due consideration in determining the
fairness of the distributions to be made to the Trustee, such Securityholders
and the Holders of other indenture securities with respect to their respective
claims, in which event it shall not be necessary to liquidate or to appraise the
value of any securities or other property held in such special account or as
security for any such claim, or to make a specific allocation of such
distributions as between the secured and unsecured portions of such claims, or
otherwise to apply the provisions of this paragraph as a mathematical formula.

      Any Trustee who has resigned or been removed after the beginning of such
four months' period shall be subject to the provisions of this subsection (a) as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such four months' period, it shall be
subject to the provisions of this subsection (a) if and only if the following
conditions exist:

                  (i) the receipt of property or reduction of claim which would
            have given rise to the obligation to account, if such Trustee had
            continued as trustee, occurred after the beginning of such four
            months' period; and

                  (ii) such receipt of property or reduction of claim occurred
            within four months after such resignation or removal.

            (b) There shall be excluded from the operation of this Section a
      creditor relationship arising from

            (1) the ownership or acquisition of securities issued under any
      indenture, or any security or securities having a maturity of one year or
      more at the time of acquisition by the Trustee;

            (2) advances authorized by a receivership or bankruptcy court of
      competent jurisdiction or by this Indenture for the purpose of preserving
      any property which shall at any time be subject to the lien of this
      Indenture or of discharging tax liens or other prior liens or encumbrances
      thereon, if notice of such advance and of the circumstances surrounding
      the making thereof is given to the Securityholders at the time and in the
      manner provided in this Indenture;

            (3) disbursements made in the ordinary course of business in the
      capacity of trustee under an indenture, transfer agent, registrar,
      custodian, paying agent, fiscal agent or depositary, or other similar
      capacity;
<PAGE>
                                                                  Exhibit (4)(j)


            (4) an indebtedness created as a result of services rendered or
      premises rented or an indebtedness created as a result of goods or
      securities sold in a cash transaction as defined in subsection (c)(3)
      below;

            (5) the ownership of stock or of other securities of a corporation
      organized under the provisions of Section 25(a) of the Federal Reserve
      Act, as amended, which is directly or indirectly a creditor of the Issuer;
      or

            (6) the acquisition, ownership, acceptance or negotiation of any
      drafts, bills of exchange, acceptances or obligations which fall within
      the classification of self-liquidating paper as defined in subsection
      (c)(4) of this Section.

            (c) As used in this Section:

            (1) the term "default" shall mean any failure to make payment in
      full of the principal of or interest upon any of the Securities or upon
      the other indenture securities when and as such principal or interest
      becomes due and payable;

            (2) the term "other indenture securities" shall mean securities upon
      which the Issuer is an obligor (as defined in the Trust Indenture Act of
      1939) outstanding under any other indenture (i) under which the Trustee is
      also trustee, (ii) which contains provisions substantially similar to
      provisions of subsection (a) of this Section, and (iii) under which a
      default exists at the time of the apportionment of the funds and property
      held in said special account;

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

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

            (5) the term "Issuer" shall mean any obligor upon the Securities.

SECTION 6.14. Appointment of Authenticating Agent.

      The Trustee may appoint an Authenticating Agent or Agents which shall be
authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, transfer, repayment or redemption or
pursuant to Section 2.9 or, if applicable, upon conversion, and Securities so
authenticated shall be entitled to the benefits of this Indenture and
<PAGE>
                                                                  Exhibit (4)(j)


shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers and to act as Authenticating Agent,
having a combined capital and surplus or not less than U.S. $15,000,000, subject
to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

      An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Issuer. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Issuer. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent and shall provide notice of such appointment by first class mail postage
pre-paid to all Holders of Securities referred to in Section 4.4(c) with respect
to which such Authenticating Agent shall have been appointed. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

      Unless the Issuer agrees to make such payment, the Trustee agrees to pay
to each Authenticating Agent from time to time reasonable compensation for its
services under this Section, and the Trustee shall be entitled to be reimbursed
for such payment, subject to the provisions of Section 6.6.

      Sections 6.2, 6.3, 6.4 and 7.3 of this Indenture shall be applicable to
any Authenticating Agent.

                                  ARTICLE SEVEN
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.1 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 with regard to any
particular Security (including any Security or Securities represented by a
Global Security) by a specified percentage in principal amount of the
Securityholders of any or all series may be given or taken with regard to all or
any
<PAGE>
                                                                  Exhibit (4)(j)


part or different parts of the principal amount of such Security or Global
Security and be embodied in 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
otherwise herein 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 6.1 and 6.2)
conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Article. Any notice given or action taken by a Securityholder
or its agents with regard to different parts of such principal amount pursuant
to this paragraph shall have the same effect as if given or taken by separate
Securityholders of each such different part.

SECTION 7.2 Proof of Execution of Instruments and of Holding of Securities.

      Subject to Sections 6.1 and 6.2, the execution of any instrument by a
Securityholder or his agent or proxy may be proved in the following manner:

            (a) The fact and date of the execution by any Holder of any
      instrument may be proved by the certificate of any notary public or other
      officer of any jurisdiction authorized to take acknowledgments of deeds or
      administer oaths that the person executing such instruments acknowledged
      to him the execution thereof, or by an affidavit of a witness to such
      execution sworn to before any such notary or other such officer. Where
      such execution is by or on behalf of any legal entity other than an
      individual, such certificate or affidavit shall also constitute sufficient
      proof of the authority of the person executing the same. Subject to
      Sections 6.1 and 6.2, the fact and date of the execution of any such
      instrument and the amount and numbers of Securities of any series held by
      the person so executing such instrument 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.

            (b) The ownership of Securities shall be proved by the Security
      register or by a certificate of the Security registrar.

SECTION 7.3 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. 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 moneys payable
upon any such Security.
<PAGE>
                                                                  Exhibit (4)(j)


SECTION 7.4 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 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 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 6.1 and
6.2, 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 7.5 Right of Revocation of Action Taken.

      At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 7.1, of the taking of any action 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,
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 of 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.
<PAGE>
                                                                  Exhibit (4)(j)


                                  ARTICLE EIGHT
                             SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of Securityholders.

      The Issuer, when authorized by a resolution of its Board of Directors, 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 Nine;

            (c) to add to the covenants of the Issuer such further covenants,
      restrictions, conditions or provisions as its Board of Directors and the
      Trustee shall consider to be for the protection of the Holders of
      Securities, 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 any other provisions as the Board of
      Directors may deem necessary or desirable, provided that no such action
      shall adversely affect the interests of the Holders of the Securities;

            (e) to establish the form or terms of Securities of any series as
      permitted by Sections 2.1 and 2.3; 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
<PAGE>
                                                                  Exhibit (4)(j)


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 8.2.

SECTION 8.2 Supplemental Indentures With Consent of Securityholders.

      With the consent (evidenced as provided in Article Seven) 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, 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; provided, that no such supplemental
indenture shall (a) extend the final maturity of any Security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest. thereon, or reduce any amount payable on redemption thereof, or 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 or in accordance with the terms thereof, or 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
5.1 or the amount thereof provable in bankruptcy pursuant to Section 5.2, or
alter the provisions of Section 11.11, 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
without the consent of the Holder of each Security so affected, or (b) modify
Article Thirteen hereof or the definition of Senior Indebtedness in a manner
adverse to the Holders of any Securities, or (c) 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 Holders of Securities of such series with respect to such covenant or
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series.

      Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board of Directors 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 7.1, 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
<PAGE>
                                                                  Exhibit (4)(j)


Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental indenture.

      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 mail a notice thereof to the Holders of then Outstanding Securities of
each series affected thereby, by mailing a notice thereof by first-class mail to
such Holders at their addresses as they shall appear on the Security register.
Such notice shall set forth in general terms the substance of such supplemental
indenture. Any failure of the Issuer to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

SECTION 8.3 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 8.4 Documents to Be Given to Trustee.

      The Trustee, subject to the provisions of Sections 6.1 and 6.2, 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 8.5 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 may
bear a notation in form approved by the Trustee for such series as to any matter
provided for by such supplemental indenture or as to any action taken by
Securityholders. If the Issuer or the Trustee shall so determine, new Securities
of any series so modified as to conform, in the opinion of the Trustee and 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.

SECTION 8.6 Effect on Senior Indebtedness

      No supplemental indenture shall directly or indirectly modify or eliminate
the provisions of Article Thirteen or the definition of "Senior Indebtedness" in
any manner which might
<PAGE>
                                                                  Exhibit (4)(j)


terminate or impair the subordination of the Securities to Senior Indebtedness
without the prior written consent of the holders of the Senior Indebtedness then
outstanding.

                                  ARTICLE NINE
                     CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1 Issuer May Consolidate, etc., on Certain Terms.

      The Issuer covenants that it will not merge or consolidate with any other
corporation or sell or convey (including by way of lease) all or substantially
all of its assets to any Person, unless (i) either the Issuer shall be the
continuing corporation, or the successor corporation or the Person which
acquires by sale or conveyance all or substantially all the assets of the Issuer
(if other than the Issuer) shall be a corporation or entity organized under the
laws of the United States of America or any State thereof and shall expressly
assume the due and punctual payment of the principal of and interest on all the
Securities, 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 or
entity, and (ii) the Issuer or such successor corporation or entity, 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 9.2 Successor Issuer Substituted.

      In case of any such consolidation, merger, sale or conveyance, and
following such an 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. Such successor corporation may cause to.
be signed, and may issue either in its own name or in the name of the Issuer
prior to such succession any or all of the Securities issuable hereunder 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
which previously shall have been signed and delivered by the officers of the
Issuer to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All of the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

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

      In the event of any such sale or conveyance (other than a conveyance by
way of lease) 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.
<PAGE>
                                                                  Exhibit (4)(j)


SECTION 9.3 Opinion of Counsel to Trustee.

      The Trustee, subject to the provisions of Sections 6.1 and 6.2, may
receive an Opinion of Counsel, prepared in accordance with Section 11.5, as
conclusive evidence that any such consolidation, merger, sale, lease or
conveyance, and any such assumption, and any such liquidation or dissolution,
complies with the applicable provisions of this Indenture.

                                   ARTICLE TEN
             SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.

SECTION 10.1 Satisfaction and Discharge of Indenture.

      (A) If at any time (a) the Issuer shall have paid or caused to be paid the
principal of and interest on all the Securities of any series outstanding
hereunder (other than Securities of such series which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 2.9) as
and when the same shall have become due and payable, or (b) the Issuer shall
have delivered to the Trustee for cancellation all Securities of any series
theretofore authenticated (other than any Securities of such series which shall
have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.9) or (c) (i) all the Securities of such series 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 (ii) the Issuer shall
have irrevocably deposited or caused to be deposited. with the Trustee as trust
funds the entire amount in cash (other than moneys repaid by the Trustee or any
paying agent to the Issuer in accordance with Section 10.4) or 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 in such
amounts and at such times as will insure the availability of cash sufficient to
pay at maturity or upon redemption all Securities of such series (other than any
Securities of such series which shall have been destroyed, lost or stolen and
which shall have been replaced or paid as provided in Section 2.9) not
theretofore delivered to the Trustee for cancellation, including principal and
interest due or to become due to such date of maturity as the case may be, and
if, in any such case, the Issuer shall also pay or cause to be paid all other
sums payable hereunder by the Issuer with respect to Securities of such series,
then this Indenture shall cease to be of further effect with respect to
Securities of such series (except as to (i) rights of registration of transfer
and exchange of Securities of such series and the Issuer's right of optional
redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen
Securities, (iii) rights of holders of Securities 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 (including the
Trustee's rights under Section 10.5) and immunities of the Trustee hereunder and
the Trustee's obligations under Sections 10.2 and 10.4, (v) the rights of the
holders of Securities of such series 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 3.2), and the Trustee, on demand of
the Issuer accompanied by an officers, Certificate and an opinion of Counsel
which complies with Section 11.5 and at the cost and expense of the Issuer,
shall execute proper instruments acknowledging such satisfaction of and
discharging this Indenture with respect to such series; provided, that the
<PAGE>
                                                                  Exhibit (4)(j)


rights of Holders of the Securities to receive amounts in respect of principal
of and interest on the Securities 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 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.

      (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 2.3.
In addition to discharge of the Indenture pursuant to the next preceding
paragraph, the Issuer shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of a series and Coupons appertaining thereto
on the 121st day after the date of the deposit referred to in subparagraph (a)
below, and the provisions of this Indenture with respect to the Securities of
such series shall no longer be in effect (except as to (i) rights of
registration of transfer and exchange of Securities of such series, (ii)
substitution of apparently mutilated, defaced, destroyed, lost or stolen
Securities, (iii) rights of holders of Securities 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 sinking fund payments, if any, (iv) the rights (including the Trustee's
rights under Section 10.5) and immunities of the Trustee hereunder and the
Trustee's obligations with respect to the Securities of such series under
Sections 10.2 and 10.4, (v) the rights of the holders of Securities of such
series 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 3.2) and the Trustee, at the expense of the Issuer, shall at the
Issuer's request, execute proper instruments acknowledging the same, if

            (a) 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 (i) cash
      in an amount, or (ii) 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 (iii) 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 (A) the principal and interest on all Securities of such
      series on the date that such principal or interest is due and payable and
      (B) 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;

            (b) 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;

            (c) the Issuer has delivered to the Trustee an Officers' Certificate
      or an opinion of independent legal counsel satisfactory to the Trustee to
      the effect that the Issuer has received from, or there has been published
      by, the Internal Revenue Service a ruling to the effect that Holders of
      the Securities of such series will not recognize income, gain or loss for
      Federal income tax purposes as a result of such deposit, defeasance and
      discharge
<PAGE>
                                                                  Exhibit (4)(j)


      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

            (d) the Issuer has delivered to the Trustee an Officers' 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, and the Opinion of Counsel shall also state that
      such deposit does not violate applicable law.

SECTION 10.2 Application by Trustee of Funds Deposited for Payment of
Securities.

      Subject to Section 10.4, all moneys deposited with the Trustee (or other
trustee) pursuant to Section 10.1 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 for the payment or redemption of which such moneys 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 10.3 Repayment of Moneys Held by Paying Agent.

      In connection with the satisfaction and discharge of this Indenture with
respect to Securities of any series, all moneys 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 moneys.

SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two
Years.

      Any moneys 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 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 Security of such series 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 moneys shall thereupon cease; provided, however, that the
Trustee or such paying agent, before being required to make any such repayment
with respect to moneys deposited with it for any payment, 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 notice that such moneys
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.
<PAGE>
                                                                  Exhibit (4)(j)


SECTION 10.5 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 10.1 or the principal or interest received in
respect of such obligations.

                                 ARTICLE ELEVEN
                            MISCELLANEOUS PROVISIONS

SECTION 11.1 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 by the holders thereof and as part of the consideration for the issue
of the Securities.

SECTION 11.2 Provisions of Indenture for the Sole Benefit of Parties and Holders
of Securities.

      Nothing in this Indenture or in the Securities, expressed or implied,
shall give or be construed to give to any person, firm or corporation, other
than the parties hereto and their successors, the holders of Senior Indebtedness
and the Holders of the Securities 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, provided that this
Section 11.2 shall not limit the rights of any holder of a Global Security to
give any notice or take any action, or grant any proxies to third parties, with
regard to any part or different parts of the principal amount of such Global
Security pursuant to Section 7.1.

SECTION 11.3 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 11.4 Notices and Demands on Issuer, Trustee and Holders of Securities.

      Any notice or demand which by any provision of this Indenture is required
or permitted to be given or served by the Trustee or by the Holders of
Securities 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 Weyerhaeuser Company,33663 Weyerhaeuser Way South, Federal Way,
Washington 98003, Attn: Corporate Secretary. Any notice, direction, request or
demand by the Issuer or any Holder of Securities to or upon the Trustee shall be
deemed to have been
<PAGE>
                                                                  Exhibit (4)(j)


sufficiently given or made, for all purposes, if given. or made at the Corporate
Trust Office, Attn: Corporate Trustee Administration Department.

      In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer 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.

SECTION 11.5 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, or in the exercise of reasonable care should know that the same 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
<PAGE>
                                                                  Exhibit (4)(j)


based as aforesaid 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 11.6 Payments Due on Saturdays, Sundays and Holidays.

      If the date of maturity of interest on or principal of the Securities of
any series 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 11.7 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 another provision included in this Indenture which
is required to be included herein by any of Sections 310 to 317, inclusive, of
the Trust Indenture Act of 1939, such required provision shall control.

SECTION 11.8 New York Law to Govern.

      This Indenture and each Security 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 11.9 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 Officer's Certificate delivered pursuant
to Section 2.3 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 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 at the Market Exchange Rate. For
purposes of this Section 11.11, Market Exchange Rate shall mean
<PAGE>
                                                                  Exhibit (4)(j)


the noon Dollar buying rate for that currency for cable transfers quoted in The
City of New York as certified for customs purposes by the Federal Reserve Bank
of New York. If such Market Exchange Rate is not available for any reason with
respect to such currency, the Trustee shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York, as of the most recent available date, or quotations from one or more major
banks in The City of New York or in the country of issue of the currency in
question,or such other quotations as the Trustee shall deem appropriate. 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 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 New York Banking Day
preceding that on which final unappealable judgment is given 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.
<PAGE>
                                                                  Exhibit (4)(j)


                                 ARTICLE TWELVE
                     REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1 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 2.3 for Securities of such series.

SECTION 12.2 Notice of Redemption; Partial Redemptions.

      Notice of redemption to the Holders of 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, at least
30 days and not more than 60 days prior to the date fixed for redemption to such
Holders of Securities of such series at their last addresses as they shall
appear upon the registry books. 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.

      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, the place or places of payment,
that payment will be made upon presentation and surrender of such Securities,
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, a new Security or Securities 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 3.4) an
amount of money 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 at the election of
the Issuer, the Issuer will deliver to the Trustee at least 70 days prior to the
date fixed for redemption an Officers' Certificate stating the aggregate
principal amount of Securities to be redeemed. In case of a redemption at the
election of the Issuer prior to the expiration of any restriction on such
redemption, the Issuer shall deliver to the Trustee, prior
<PAGE>
                                                                  Exhibit (4)(j)


to the giving of any notice of redemption to Holders pursuant to this Section,
an Officers' Certificate stating that such restriction has been complied with.

      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 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 12.3 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, except as provided in Sections 6.5 and 10.4, 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, said Securities 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 payment of interest becoming due on or prior to the date fixed for
redemption shall be payable to the Holders of Securities registered as such on
the relevant record date subject to the terms and provisions of Sections 2.3 and
2.7 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.

      Upon presentation of any Security redeemed id 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, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

SECTION 12.4 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
<PAGE>
                                                                  Exhibit (4)(j)


Trustee at least 40 days prior to the last date on which notice of redemption
may be given 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 written statement as directly or indirectly controlling or controlled by
or under direct or indirect common control with the Issuer.

SECTION 12.5 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 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 60th day next preceding each sinking fund payment date
for any series, the Issuer will deliver to the Trustee an officers' Certificate
(which need not contain the statements required by Section 11.5) (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 receipt by the Trustee 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 60th day, 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 shall be paid
entirely in cash without the option to deliver or credit Securities of such
<PAGE>
                                                                  Exhibit (4)(j)


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 a lesser sum 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 less and the Issuer makes no
such request then it shall be carried over until a sum in excess of $50,000 is
available. The Trustee shall select, in the manner provided in Section 12.2, 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 redemption under this Section if they are
identified by registration and certificate number in an Officers' Certificate
delivered to the Trustee at least 60 days prior to the 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 Officers'
Certificate as directly or indirectly controlling or controlled by or under
director 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 12.2 (and with the
effect provided in Section 12.3) 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 moneys 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 moneys, 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 moneys or mail any 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 mailing 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 moneys in the sinking
fund for such series at the time when any such default or Event of Default shall
occur, and any moneys 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 Five and held for the payment of all such Securities. In
case such Event
<PAGE>
                                                                  Exhibit (4)(j)


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 moneys shall thereafter be applied on the next succeeding sinking
fund payment date in accordance with this Section to the redemption of such
Securities.
<PAGE>
                                                                  Exhibit (4)(j)


                                ARTICLE THIRTEEN
                           SUBORDINATION OF SECURITIES

SECTION 13.1 Agreement to Subordinate.

      The Issuer, for itself, its successors and assigns, covenants and agrees,
and each Holder of Securities by his acceptance thereof, likewise covenants and
agrees, that the payment of the principal of (and premium, if any) and interest,
if any, on, and Additional Amounts, if any, in respect of each and all of the
Securities is hereby expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of all
Senior Indebtedness.

SECTION 13.2 Distribution on Dissolution, Liquidation and Reorganization;
Subrogation of Securities.

      Upon any distribution of assets of the Issuer to creditors upon any
dissolution, winding up, liquidation or reorganization of the Issuer, whether
voluntary or involuntary, or in bankruptcy, insolvency, reorganization,
receivership or other similar proceedings or upon an assignment for the benefit
of creditors or any other marshalling of the assets and liabilities of the
Issuer:

      (a)   the holders of Senior Indebtedness shall be entitled to receive
            payment in full of all such Senior Indebtedness (including, if
            applicable, all principal thereof (and premium, if any) and interest
            due thereon), or to have such payment duly provided for, before the
            Holders of the Securities shall be entitled to receive any payment
            of the principal (or premium, if any) or interest, if any, on, or
            Additional Amounts, if any, in respect of the Securities;

      (b)   any payment or distribution of assets of the Issuer of any kind or
            character, whether in cash, property or securities, to which the
            Holders of the Securities or the Trustee would be entitled except
            for the provisions of this Article Thirteen shall be paid by the
            liquidating trustee or agent or other Person making such payment or
            distribution, whether a trustee in bankruptcy, a receiver or
            liquidating trustee or otherwise, directly to the holders of Senior
            Indebtedness or their representative or representatives or to the
            trustee or trustees under any indenture under which any instruments
            evidencing any of such Senior Indebtedness may have been issued,
            ratably according to the aggregate amounts remaining unpaid on
            account of the principal of (and premium, if any) and interest on
            the Senior Indebtedness held or represented by each, to the extent
            necessary to make payment in full of all Senior Indebtedness
            remaining unpaid, after giving effect to any concurrent payment or
            distribution to the holders of such Senior Indebtedness; and

      (c)   in the event that, notwithstanding the foregoing, any payment or
            distribution of assets of the Issuer of any kind or character,
            whether in cash, property or securities, shall be received by the
            Trustee or the Holders of the Securities before all Senior
            Indebtedness is paid in full or such payment is duly provided for,
            such payment or distribution shall be paid over, upon written notice
            to the Trustee, to the holders of
<PAGE>
                                                                  Exhibit (4)(j)


            such Senior Indebtedness or their representative or representatives
            or to the trustee or trustees under any indenture under which any
            instruments evidencing any of such Senior Indebtedness may have been
            issued, ratably as aforesaid, for application to payment of all
            Senior Indebtedness remaining unpaid until all such Senior
            Indebtedness shall have been paid in full or such payment duly
            provided for, after giving effect to any concurrent payment or
            distribution to the holders of such Senior Indebtedness.

      Subject to the payment in full of all Senior Indebtedness (or such payment
having been duly provided for), the Holders of the Securities shall be
subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Issuer
applicable to Senior Indebtedness until the principal of (and premium, if any)
and interest, if any, on, and Additional Amounts, if any, in respect of the
Securities shall be paid in full and no such payments or distributions to the
Holders of the Securities of cash, property or securities otherwise
distributable to the holders of Senior Indebtedness shall, as between the
Issuer, its creditors other than the holders of Senior Indebtedness, and the
Holders of the Securities be deemed to be a payment by the Issuer to or on
account of the Securities. It is understood that the provisions of this Article
Thirteen are and are intended solely for the purpose of defining the relative
rights of the Holders of the Securities, on the one hand, and the holders of the
Senior Indebtedness, on the other hand. Nothing contained in this Article
Thirteen or elsewhere in this Indenture or in the Securities is intended to or
shall impair, as between the Issuer, its creditors other than the holders of
Senior Indebtedness, and the Holders of the Securities, the obligation of the
Issuer, which is unconditional and absolute, to pay to the Holders of the
Securities the principal of (and premium, if any) and interest, if any, on, and
Additional Amounts, if any, in respect of the Securities as and when the same
shall become due and payable in accordance with their terms, or to affect the
relative rights of the Holders of the Securities and creditors of the Issuer
other than the holders of Senior Indebtedness, nor shall anything herein or in
the Securities prevent the Trustee or the Holder of any Security from exercising
all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article Thirteen of the
holders of Senior Indebtedness in respect of cash, property or securities of the
Issuer received upon the exercise of any such remedy. Upon any payment or
distribution of assets of the Issuer referred to in this Article Thirteen, the
Trustee, subject to the provisions of Sections 6.1 and 6.2, shall be entitled to
rely upon a certificate of the liquidating trustee or agent or other Person
making any distribution to the Trustee for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Issuer, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Thirteen.

      The Trustee, however, shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness. The Trustee shall not be liable to any such
holder if it shall pay over or distribute to or on behalf of Holders of
Securities or the Issuer moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Thirteen.

      If the Trustee or any Holder of Securities does not file a proper claim or
proof of debt in the form required in any proceeding referred to above prior to
30 days before the expiration of the time to file such claim in such proceeding,
then the holder of any Senior Indebtedness is
<PAGE>
                                                                  Exhibit (4)(j)


hereby authorized, and has the right, to file an appropriate claim or claims for
or on behalf of such Holder of Securities.

SECTION 13.3 No Payment on Securities in Event of Default on Senior
Indebtedness.

      No payment by the Issuer on account of principal of, or premium, if any,
sinking funds, if any, or interest, if any, on, or Additional Amounts, if any,
in respect of the Securities (including, without limitation, any repurchases of
Securities) shall be made if there shall have occurred and be continuing (i) a
default in the payment when due of principal of, premium, if any, sinking funds,
if any, or interest, if any on any Senior Indebtedness of the Issuer and any
applicable grace period with respect to such default shall have ended without
such default having been cured or waived or ceasing to exist or such Senior
Indebtedness having been paid in full or (ii) an event of default with respect
to any Senior Indebtedness of the Issuer resulting in the acceleration of the
maturity thereof without such acceleration having been rescinded or annulled or
such Senior Indebtedness having been paid in full.

SECTION 13.4 Payments on Securities Permitted.

      Nothing contained in this Indenture or in any of the Securities shall (a)
affect the obligation of the Issuer to make, or prevent the Issuer from making,
at any time except as provided in Sections 13.2 and 13.3, payments of principal
of (or premium, if any) or interest, if any, on, or Additional Amounts or
sinking fund payments, if any, with respect to the Securities or (b) prevent the
application by the Trustee of any moneys deposited with it hereunder to the
payment of or on account of the principal of (or premium, if any) or interest,
if any, on, or Additional Amounts, if any, in respect of the Securities, unless
the Trustee shall have received at its Corporate Trust Office written notice of
any event prohibiting the making of such payment more than two Business Days
prior to the date fixed for such payment.

SECTION 13.5 Authorization of Holders to Trustee to Effect Subordination.

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

SECTION 13.6 Notices to Trustee.

      The Issuer shall give prompt written notice to the Trustee of any fact
known to the Issuer which would prohibit the making of any payment to or by the
Trustee in respect of the Securities pursuant to this Article Thirteen. Failure
to give such notice shall not affect the subordination of the Securities to
Senior Indebtedness. Notwithstanding the provisions of this Article Thirteen or
any other provisions of this Indenture, neither the Trustee nor any paying agent
for the Securities of any series (other than the Issuer) shall be charged with
knowledge of the existence of any Senior Indebtedness or of any event which
would prohibit the making of any payment of moneys to or by the Trustee or such
paying agent, unless and until the Trustee or such paying agent shall have
received (in the case of the Trustee, at its Corporate Trust Office) written
notice thereof from the Issuer or from the holder of any Senior
<PAGE>
                                                                  Exhibit (4)(j)


Indebtedness or from the trustee for any such holder, together with proof
satisfactory to the Trustee of such holding of Senior Indebtedness or of the
authority of such trustee; provided, however, that if at least two Business Days
prior to the date upon which by the terms hereof or the applicable Securities
any such moneys may become payable for any purpose (including, without
limitation, the payment of principal of (or premium, if any) or interest, if
any, on any Security) the Trustee shall not have received with respect to such
moneys the notice provided for in this Section 13.6, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such moneys and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary
which may be received by it within two Business Days prior to such date. The
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a trustee
on behalf of such holder) to establish that such a notice has been given by a
holder of Senior Indebtedness or a trustee on behalf of any such holder. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to participate in any
payment or distribution pursuant to this Article Thirteen, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such Person (or the
amount of Senior Indebtedness as to which such Person is trustee), the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article
Thirteen and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

SECTION 13.7 Trustee as Holder of Senior Indebtedness.

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

      Nothing in this Article Thirteen shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.6.

SECTION 13.8 Modifications of Terms of Senior Indebtedness.

      Any renewal or extension of the time of payment of any Senior Indebtedness
or the exercise by the holders of Senior Indebtedness of any of their rights
under any instrument creating or evidencing Senior Indebtedness, including,
without limitation, the waiver of default thereunder, may, to the extent
permitted by applicable law, be made or done without notice to or assent from
the Holders of the Securities or the Trustee.

      To the extent permitted by applicable law, no compromise, alteration,
amendment, modification, extension, renewal or other change of, or waiver,
consent or other action in respect of, any liability or obligation under or in
respect of any Senior Indebtedness, or any of the terms, covenants or conditions
of any indenture or other instrument under which any Senior
<PAGE>
                                                                  Exhibit (4)(j)


Indebtedness is outstanding, shall in any way alter or affect any of the
provisions of this Article Thirteen or of the Securities relating to the
subordination thereof.

SECTION 13.9  Reliance on Judicial Order or Certificate of Liquidating Agent.

      Upon any payment or distribution of assets of the Issuer referred to in
this Article Thirteen, the Trustee and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
Person making such payment or distribution, delivered to the Trustee or to the
Holders of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Issuer, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Thirteen.

SECTION 13.10 Effect of Satisfaction and Discharge.

      Unless otherwise specified with respect to the Securities of any series
pursuant to Section 2.3, if the Issuer shall have effected satisfaction and
discharge of this Indenture with respect to the Securities of such series
pursuant to Section 10.1(A) or Section 10.1(B), then from and after the time
that such satisfaction and discharge shall have become effective, the provisions
of this Article Thirteen shall no longer be applicable with respect to the
Securities of such series.

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of _____________, 20__.


                                         WEYERHAEUSER COMPANY

                                         By
                                              ----------------------------------
                                              Vice President and Treasurer
Attest:

By
  --------------------------------
                                         JPMORGAN CHASE BANK, Trustee

                                         By
                                              ----------------------------------
                                                  Senior Trust Officer
Attest:

By
  --------------------------------
<PAGE>
                                                                  Exhibit (4)(j)


STATE OF WASHINGTON     )
                        ) ss.:
COUNTY OF KING          )

On this ______ day of 20__ before me personally came ___________, to me
personally known, who, being by me duly sworn, did depose and say that he is the
Vice President and Treasurer of WEYERHAEUSER COMPANY, 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.



                                  ------------------------------------------
                                  Notary Public
<PAGE>
                                                                  Exhibit (4)(j)


STATE OF NEW YORK       )
                        ) Ss.:
COUNTY OF NEW YORK      )



On this ____ day of 20__ before me personally came ___________, to me personally
known, who, being by me duly sworn, did depose and say that she is a Senior
Trust Officer, of JPMORGAN CHASE BANK, 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 his name thereto by like authority.

[NOTARIAL SEAL]



                                  ------------------------------------------
                                  Notary Public