<PAGE>
                                                                  Exhibit (4)(k)

                            WEYERHAEUSER COMPANY AND

                          JPMORGAN CHASE BANK, Trustee

                                    INDENTURE

                                   Dated as of

                       Junior Subordinated Debt Securities
<PAGE>
                                                                  Exhibit (4)(k)

                                              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)(k)


<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)(k)


                                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..............................................................   10
                 Depositary..........................................................................   10
                 Dollar..............................................................................   10
                 Event of Default....................................................................   10
                 Foreign Currency....................................................................   10
                 Global Security.....................................................................   10
                 Holder..............................................................................   11
                 Indenture...........................................................................   11
                 Interest............................................................................   11
                 Issuer..............................................................................   11
                 Issuer Order........................................................................   11
                 Officers' Certificate...............................................................   11
                 Opinion of Counsel..................................................................   11
                 Original issue date.................................................................   11
                 Original Issue Discount Security....................................................   11
                 Outstanding.........................................................................   11
                 Person..............................................................................   12
                 Principal...........................................................................   12
                 Responsible Officer.................................................................   12
                 Security or Securities..............................................................   12
                 Senior Debt.........................................................................   12
                 Subsidiary..........................................................................   14
                 Trust Indenture Act of 1939.........................................................   14
                 Trustee.............................................................................   14
                 U.S. Government Obligations.........................................................   14
                 Vice president......................................................................   14
                 Yield to Maturity...................................................................   14

ARTICLE TWO SECURITIES...............................................................................   14

     SECTION 2.1 Forms Generally.....................................................................   14
     SECTION 2.2 Form of Trustee's Certificate of Authentication.....................................   15
     SECTION 2.2A Securities Issuable in the Form of a Global Security...............................   15
     SECTION 2.3 Amount Unlimited; Issuable in Series................................................   17
</TABLE>
<PAGE>
                                                                  Exhibit (4)(k)


<TABLE>
<S>                                                                                                     <C>
     SECTION 2.4 Authentication and Delivery of Securities...........................................   19
     SECTION 2.5 Execution of Securities.............................................................   20
     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.................................................   21
     SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities...........................   23
     SECTION 2.10 Cancellation of Securities; Destruction Thereof....................................   23
     SECTION 2.11 Temporary Securities...............................................................   24

ARTICLE THREE COVENANTS OF THE ISSUER................................................................   24

     SECTION 3.1 Payment of Principal and Interest...................................................   24
     SECTION 3.2 Offices for Payments, etc...........................................................   24
     SECTION 3.3 Appointment to Fill a Vacancy in Office of Trustee..................................   25
     SECTION 3.4 Paying Agents.......................................................................   25
     SECTION 3.5 Written Statement to Trustee........................................................   26
     SECTION 3.6 [intentionally omitted].............................................................   26
     SECTION 3.7 [intentionally omitted].............................................................   26

ARTICLE FOUR SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE.........................   26

     SECTION 4.1 Issuer to Furnish Trustee Information as to Names and Addresses of
         Securityholders.............................................................................   26
     SECTION 4.2 Preservation and Disclosure of Securityholders Lists................................   27
     SECTION 4.3 Reports by the Issuer. The Issuer covenants:........................................   28
     SECTION 4.4 Reports by the Trustee..............................................................   29

ARTICLE FIVE REMEDIES OF THE TRUSTEE AND  SECURITYHOLDERS ON EVENT OF DEFAULT........................   30

     SECTION 5.1 Event of Default Defined; Acceleration of Maturity; Waiver of Default...............   30
     SECTION 5.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt.......................   32
     SECTION 5.3 Application of Proceeds.............................................................   34
     SECTION 5.4 Suits for Enforcement...............................................................   35
     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...................   36
</TABLE>
<PAGE>
                                                                  Exhibit (4)(k)


<TABLE>
<S>                                                                                                     <C>
     SECTION 5.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default.............   36
     SECTION 5.9 Control by Holders of Securities....................................................   37
     SECTION 5.10 Waiver of Past Defaults............................................................   37
     SECTION 5.11 Trustee to Give Notice of Default, But May Withhold in Certain Circumstances.......   38
     SECTION 5.12 Right of Court to Require Filing of Undertaking to Pay Costs.......................   38

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.......................................................   40
     SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of Securities or Application
         of Proceeds Thereof.........................................................................   41
     SECTION 6.4 Trustee and Agents May Hold Securities; Collections, etc............................   41
     SECTION 6.5 Moneys Held by Trustee..............................................................   41
     SECTION 6.6 Compensation and Indemnification of Trustee and Its Prior Claim.....................   41
     SECTION 6.7 Right of Trustee to Rely on Officers' Certificate, etc..............................   42
     SECTION 6.8 Qualification of Trustee; Conflicting Interests.....................................   42
     SECTION 6.9 Persons Eligible for Appointment as Trustee.........................................   47
     SECTION 6.10 Resignation and Removal; Appointment of Successor Trustee..........................   48
     SECTION 6.11 Acceptance of Appointment by Successor Trustee.....................................   49
     SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee.............   50
     SECTION 6.13 Preferential Collection of Claims Against the Issuer...............................   50
     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......................   55
     SECTION 7.3 Holders to be Treated as Owners.....................................................   55
     SECTION 7.4 Securities Owned by Issuer Deemed Not Outstanding...................................   56
     SECTION 7.5 Right of Revocation of Action Taken.................................................   56

ARTICLE EIGHT SUPPLEMENTAL INDENTURES................................................................   57

     SECTION 8.1 Supplemental Indentures Without Consent of Securityholders..........................   57
     SECTION 8.2 Supplemental Indentures With Consent of Securityholders.............................   58
     SECTION 8.3 Effect of Supplemental Indenture....................................................   59
</TABLE>
<PAGE>
                                                                  Exhibit (4)(k)


<TABLE>
<S>                                                                                                     <C>
     SECTION 8.4 Documents to Be Given to Trustee....................................................   59
     SECTION 8.5 Notation on Securities in Respect of Supplemental Indentures........................   59
     SECTION 8.6 Effect on Senior Debt...............................................................   60

ARTICLE NINE CONSOLIDATION, MERGER, SALE OR CONVEYANCE...............................................   60

     SECTION 9.1 Issuer May Consolidate, etc., on Certain Terms......................................   60
     SECTION 9.2 Successor Issuer Substituted........................................................   60
     SECTION 9.3 Opinion of Counsel to Trustee.......................................................   61

ARTICLE TEN SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS................................   61

     SECTION 10.1 Satisfaction and Discharge of Indenture............................................   61
     SECTION 10.2 Application by Trustee of Funds Deposited for Payment of Securities................   63
     SECTION 10.3 Repayment of Moneys Held by Paying Agent...........................................   63
     SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years..........   63
     SECTION 10.5 Indemnity for U.S. Government Obligations..........................................   64

ARTICLE ELEVEN MISCELLANEOUS PROVISIONS..............................................................   64

     SECTION 11.1 Incorporators, Stockholders, Officers and Directors of Issuer Exempt from
         Individual Liability........................................................................   64
     SECTION 11.2 Provisions of Indenture for the Sole Benefit of Parties and Holders of
         Securities..................................................................................   64
     SECTION 11.3 Successors and Assigns of Issuer Bound by Indenture................................   64
     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.....................................................................................   65
     SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays....................................   66
     SECTION 11.7 Conflict of Any Provision of Indenture with Trust Indenture Act of 1939............   66
     SECTION 11.8 New York Law to Govern.............................................................   66
     SECTION 11.9 Counterparts.......................................................................   66
     SECTION 11.10 Effect of Headings................................................................   66
     SECTION 11.11 Securities in a Foreign Currency..................................................   67
     SECTION 11.12 Judgment Currency.................................................................   67

ARTICLE TWELVE REDEMPTION OF SECURITIES AND SINKING FUNDS............................................   68
</TABLE>
<PAGE>
                                                                  Exhibit (4)(k)


<TABLE>
<S>                                                                                                     <C>
     SECTION 12.1 Applicability of Article...........................................................   68
     SECTION 12.2 Notice of Redemption; Partial Redemptions..........................................   68
     SECTION 12.3 Payment of Securities Called for Redemption........................................   69
     SECTION 12.4 Exclusion of Certain Securities from Eligibility for Selection for Redemption......   70
     SECTION 12.5 Mandatory and Optional Sinking Funds...............................................   70

ARTICLE THIRTEEN SUBORDINATION OF SECURITIES.........................................................   72

     SECTION 13.1 Agreement to Subordinate...........................................................   72
     SECTION 13.2 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of
         Securities..................................................................................   72
     SECTION 13.3  No Payment on Securities in Event of Default on Senior Debt.......................   74
     SECTION 13.4  Payments on Securities Permitted..................................................   74
     SECTION 13.5  Authorization of Holders to Trustee to Effect Subordination.......................   74
     SECTION 13.6  Notices to Trustee................................................................   74
     SECTION 13.7  Trustee as Holder of Senior Debt..................................................   75
     SECTION 13.8  Modifications of Terms of Senior Debt.............................................   75
     SECTION 13.9  Reliance on Judicial Order or Certificate of Liquidating Agent....................   76
     SECTION 13.10  Effect of Satisfaction and Discharge.............................................   76
</TABLE>
<PAGE>
                                                                  Exhibit (4)(k)


         THIS INDENTURE, dated as of ___________ between WEYERHAEUSER COMPANY, a
Washington corporation (the "Issuer"), and JPMORGAN CHASE BANK, a New York
banking corporation (the "Trustee"),

                                  WITNESSETH:

         WHEREAS, the Issuer has duly authorized the issue from time to time of
its unsecured junior 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)(k)


         "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.

         "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,
<PAGE>
                                                                  Exhibit (4)(k)


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.

         "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;
<PAGE>
                                                                  Exhibit (4)(k)


                  (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 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 Debt" 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,
<PAGE>
                                                                  Exhibit (4)(k)


         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,

                  (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 Debt:

                  (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.
<PAGE>
                                                                  Exhibit (4)(k)


         "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".

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


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:

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


         (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
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
<PAGE>
                                                                  Exhibit (4)(k)


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.

         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);
<PAGE>
                                                                  Exhibit (4)(k)


                  (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;

                  (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;
<PAGE>
                                                                  Exhibit (4)(k)


                  (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 (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;
<PAGE>
                                                                  Exhibit (4)(k)


                           (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.

         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.
<PAGE>
                                                                  Exhibit (4)(k)


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.

         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
<PAGE>
                                                                  Exhibit (4)(k)


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 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.
<PAGE>
                                                                  Exhibit (4)(k)


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 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
<PAGE>
                                                                  Exhibit (4)(k)


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 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 andat 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
<PAGE>
                                                                  Exhibit (4)(k)


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.

         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
<PAGE>
                                                                  Exhibit (4)(k)


                  (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.

         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:
<PAGE>
                                                                  Exhibit (4)(k)


                  (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 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
<PAGE>
                                                                  Exhibit (4)(k)


         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.

                  (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
<PAGE>
                                                                  Exhibit (4)(k)


         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;

                           (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
<PAGE>
                                                                  Exhibit (4)(k)


         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

                            (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
<PAGE>
                                                                  Exhibit (4)(k)


                  (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 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
<PAGE>
                                                                  Exhibit (4)(k)


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 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
<PAGE>
                                                                  Exhibit (4)(k)


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.

         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,
<PAGE>
                                                                  Exhibit (4)(k)


                  (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 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
<PAGE>
                                                                  Exhibit (4)(k)


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 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.
<PAGE>
                                                                  Exhibit (4)(k)


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 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
<PAGE>
                                                                  Exhibit (4)(k)


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.

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
<PAGE>
                                                                  Exhibit (4)(k)


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 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
<PAGE>
                                                                  Exhibit (4)(k)


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 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
<PAGE>
                                                                  Exhibit (4)(k)


         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.

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
<PAGE>
                                                                  Exhibit (4)(k)


         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

                  (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
<PAGE>
                                                                  Exhibit (4)(k)


Trustee for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this Indenture or the trusts
hereunder and its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability in the
premises. The obligations of the Issuer under this Section to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or reimburse the
Trustee and each predecessor Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture. Such additional indebtedness shall
be a senior claim to that of the Securities 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
<PAGE>
                                                                  Exhibit (4)(k)


                  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
                  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,
<PAGE>
                                                                  Exhibit (4)(k)


                  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;

                           (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.
<PAGE>
                                                                  Exhibit (4)(k)


         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.

         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;
<PAGE>
                                                                  Exhibit (4)(k)


                           (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
                  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:
<PAGE>
                                                                  Exhibit (4)(k)


                                    (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;

                                    (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.
<PAGE>
                                                                  Exhibit (4)(k)


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
         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.
<PAGE>
                                                                  Exhibit (4)(k)


                  (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.

                  (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.
<PAGE>
                                                                  Exhibit (4)(k)


         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.

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
<PAGE>
                                                                  Exhibit (4)(k)


                           (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:

                  (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
<PAGE>
                                                                  Exhibit (4)(k)


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 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
<PAGE>
                                                                  Exhibit (4)(k)


         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;

                  (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.
<PAGE>
                                                                  Exhibit (4)(k)


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 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.
<PAGE>
                                                                  Exhibit (4)(k)


                                  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 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
<PAGE>
                                                                  Exhibit (4)(k)


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.

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
<PAGE>
                                                                  Exhibit (4)(k)


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.

                                  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
<PAGE>
                                                                  Exhibit (4)(k)


         facilitate the administration of the trusts hereunder by more than one
         trustee, pursuant to the requirements of Section 6.11.

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

         Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities at
the time outstanding, notwithstanding any of the provisions of Section 8.2.

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 Debt 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.
<PAGE>
                                                                  Exhibit (4)(k)


         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 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
<PAGE>
                                                                  Exhibit (4)(k)


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 Debt

         No supplemental indenture shall directly or indirectly modify or
eliminate the provisions of Article Thirteen or the definition of "Senior Debt"
in any manner which might terminate or impair the subordination of the
Securities to Senior Debt without the prior written consent of the holders of
the Senior Debt 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.
<PAGE>
                                                                  Exhibit (4)(k)


         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.

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
<PAGE>
                                                                  Exhibit (4)(k)


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
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;
<PAGE>
                                                                  Exhibit (4)(k)


                  (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 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
<PAGE>
                                                                  Exhibit (4)(k)


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.

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 Debt 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.
<PAGE>
                                                                  Exhibit (4)(k)


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 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
<PAGE>
                                                                  Exhibit (4)(k)


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 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.
<PAGE>
                                                                  Exhibit (4)(k)


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 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
<PAGE>
                                                                  Exhibit (4)(k)


institutions in The City of New York are authorized or required by law or
executive order to close.

                                 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
<PAGE>
                                                                  Exhibit (4)(k)


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 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.
<PAGE>
                                                                  Exhibit (4)(k)


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 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'
<PAGE>
                                                                  Exhibit (4)(k)


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
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
<PAGE>
                                                                  Exhibit (4)(k)


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 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.

                                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 Debt.

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 Debt shall be entitled to receive
                  payment in full of all such Senior Debt (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 Debt or their representative
                  or representatives or to the trustee or trustees under any
                  indenture under which any instruments evidencing any of such
                  Senior Debt 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
<PAGE>
                                                                  Exhibit (4)(k)


                  the Senior Debt held or represented by each, to the extent
                  necessary to make payment in full of all Senior Debt remaining
                  unpaid, after giving effect to any concurrent payment or
                  distribution to the holders of such Senior Debt; 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 Debt 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 such
                  Senior Debt or their representative or representatives or to
                  the trustee or trustees under any indenture under which any
                  instruments evidencing any of such Senior Debt may have been
                  issued, ratably as aforesaid, for application to payment of
                  all Senior Debt remaining unpaid until all such Senior Debt
                  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 Debt.

         Subject to the payment in full of all Senior Debt (or such payment
having been duly provided for), the Holders of the Securities shall be
subrogated to the rights of the holders of Senior Debt to receive payments or
distributions of cash, property or securities of the Issuer applicable to Senior
Debt 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 Debt
shall, as between the Issuer, its creditors other than the holders of Senior
Debt, 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 Debt, 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 Debt, 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 Debt, 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 Debt 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 Debt 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.
<PAGE>
                                                                  Exhibit (4)(k)


         The Trustee, however, shall not be deemed to owe any fiduciary duty to
the holders of Senior Debt. 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 Debt 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 Debt is 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 Debt.

         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 Debt 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 Debt having been paid in full or (ii) an event of default with respect to
any Senior Debt of the Issuer resulting in the acceleration of the maturity
thereof without such acceleration having been rescinded or annulled or such
Senior Debt 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
<PAGE>
                                                                  Exhibit (4)(k)


the Securities to Senior Debt. 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 Debt 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 Debt or from the
trustee for any such holder, together with proof satisfactory to the Trustee of
such holding of Senior Debt 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 Debt (or a trustee on behalf of such holder) to establish that
such a notice has been given by a holder of Senior Debt or a trustee on behalf
of any such holder. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of Senior Debt (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 Debt held by such Person (or the amount of
Senior Debt 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 Debt.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Thirteen in respect of any Senior Debt at any
time held by it to the same extent as any other holder of Senior Debt 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 Debt.

         Any renewal or extension of the time of payment of any Senior Debt or
the exercise by the holders of Senior Debt of any of their rights under any
instrument creating or evidencing Senior Debt, 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.
<PAGE>
                                                                  Exhibit (4)(k)


         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 Debt, or any of the terms, covenants or conditions of any
indenture or other instrument under which any Senior Debt 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 Debt 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
<PAGE>
                                                                  Exhibit (4)(k)


Attest:

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

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)(k)

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