<PAGE>


                                                                     EXHIBIT 4.8

================================================================================

                               DELUXE CORPORATION

                                       TO

                        WELLS FARGO BANK MINNESOTA, N.A.

                                     TRUSTEE

                                   ----------

                                    INDENTURE

                           DATED AS OF APRIL 30, 2003

                                   ----------

================================================================================

<PAGE>



                               DELUXE CORPORATION

          Reconciliation and tie between Trust Indenture Act of 1939 and
Indenture, dated as of April 30, 2003

Trust Indenture Act Section                                    Indenture Section
------------------------------------------------------------   -----------------

Section 310  (a)(1).........................................   609
             (a)(2).........................................   609
             (a)(3).........................................   Not Applicable
             (a)(4).........................................   Not Applicable
             (a)(5).........................................   609
             (b)............................................   608, 610
             (c)............................................   Not Applicable
Section 311.................................................   613
Section 312  (a)............................................   701, 702(a)
             (b)............................................   702(b)
             (c)............................................   702(c)
Section 313.................................................   703
Section 314  (a)............................................   704
             (b)............................................   Not Applicable
             (c)(1).........................................   102
             (c)(2).........................................   102
             (c)(3).........................................   Not Applicable
             (d)............................................   Not Applicable
             (e)............................................   102
Section 315  (a)............................................   601
             (b)............................................   602
             (c)............................................   601
             (d)............................................   601
             (e)............................................   514
Section 316  (a) (last sentence)............................   101
             (a)(1)(A)......................................   502, 512
             (a)(1)(B)......................................   513
             (a)(2).........................................   Not Applicable
             (b)............................................   508
             (c)............................................   104(c)
Section 317  (a)(1).........................................   503
             (a)(2).........................................   504
             (b)............................................   1003
Section 318  (a)............................................   107

Note: This reconciliation and tie shall not, for any purpose, be deemed to be
part of the Indenture

                                        i

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE

<S>                                                                                                              <C>
PARTIES.........................................................................................................  1

RECITALS........................................................................................................  1

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.............................................  1

         Section 101.   Definitions.............................................................................  1
         Section 102.   Compliance Certificates and Opinions....................................................  7
         Section 103.   Form of Documents Delivered to Trustee..................................................  8
         Section 104.   Acts of Holders.........................................................................  9
         Section 105.   Notices, Etc., to Trustee and Company................................................... 10
         Section 106.   Notice to Holders; Waiver............................................................... 10
         Section 107.   Compliance with Trust Indenture Act..................................................... 10
         Section 108.   Effect of Headings and Table of Contents................................................ 11
         Section 109.   Successors and Assigns.................................................................. 11
         Section 110.   Separability Clause..................................................................... 11
         Section 111.   Benefits of Indenture................................................................... 11
         Section 112.   Governing Law........................................................................... 11
         Section 113.   Legal Holidays.......................................................................... 11

ARTICLE TWO SECURITY FORMS...................................................................................... 12

         Section 201.   Forms Generally......................................................................... 12
         Section 202.   Form of Face of Security................................................................ 13
         Section 203.   Form of Reverse of Security............................................................. 15
         Section 204.   Form of Trustee's Certificate of Authentication......................................... 18
         Section 205.   Form of Legend for Global Securities.................................................... 19

ARTICLE THREE THE SECURITIES.................................................................................... 19

         Section 301.   Amount Unlimited; Issuable in Series.................................................... 19
         Section 302.   Denominations........................................................................... 22
         Section 303.   Execution, Authentication, Delivery and Dating.......................................... 22
         Section 304.   Temporary Securities.................................................................... 24
         Section 305.   Registration, Registration of Transfer and Exchange..................................... 24
         Section 306.   Mutilated, Destroyed, Lost and Stolen Securities........................................ 26
         Section 307.   Payment of Interest; Interest Rights Preserved.......................................... 26
         Section 308.   Persons Deemed Owners................................................................... 27
         Section 309.   Cancellation............................................................................ 28
         Section 310.   Computation of Interest................................................................. 28

ARTICLE FOUR SATISFACTION AND DISCHARGE......................................................................... 28

         Section 401.   Satisfaction and Discharge of Indenture................................................. 28
</TABLE>

                                       ii

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<TABLE>
<S>                                                                                                              <C>
         Section 402.   Application of Trust Money.............................................................. 29
         Section 403.   Defeasance and Discharge of Indenture................................................... 29

ARTICLE FIVE REMEDIES........................................................................................... 31

         Section 501.   Events of Default....................................................................... 31
         Section 502.   Acceleration of Maturity; Rescission and Annulment...................................... 32
         Section 503.   Collection of Indebtedness and Suits for Enforcement by Trustee......................... 33
         Section 504.   Trustee May File Proofs of Claim........................................................ 34
         Section 505.   Trustee May Enforce Claims Without Possession of Securities............................. 34
         Section 506.   Application of Money Collected.......................................................... 35
         Section 507.   Limitation on Suits..................................................................... 35
         Section 508.   Unconditional Right of Holders to Receive Principal, Premium and
                                  Interest...................................................................... 36
         Section 509.   Restoration of Rights and Remedies...................................................... 36
         Section 510.   Rights and Remedies Cumulative.......................................................... 36
         Section 511.   Delay or Omission Not Waiver............................................................ 36
         Section 512.   Control by Holders...................................................................... 36
         Section 513.   Waiver of Past Defaults................................................................. 37
         Section 514.   Undertaking for Costs................................................................... 37
         Section 515.   Waiver of Stay or Extension Laws........................................................ 38

ARTICLE SIX THE TRUSTEE......................................................................................... 38

         Section 601.   Certain Duties and Responsibilities..................................................... 38
         Section 602.   Notice of Defaults...................................................................... 38
         Section 603.   Certain Rights of Trustee............................................................... 39
         Section 604.   Not Responsible for Recitals or Issuance of Securities.................................. 40
         Section 605.   May Hold Securities..................................................................... 40
         Section 606.   Money Held in Trust..................................................................... 40
         Section 607.   Compensation and Reimbursement.......................................................... 40
         Section 608.   Disqualification; Conflicting Interests................................................. 41
         Section 609.   Corporate Trustee Required; Eligibility................................................. 41
         Section 610.   Resignation and Removal; Appointment of Successor....................................... 41
         Section 611.   Acceptance of Appointment by Successor.................................................. 43
         Section 612.   Merger, Conversion, Consolidation or Succession to Business............................. 44
         Section 613.   Preferential Collection of Claims Against Company....................................... 44
         Section 614.   Appointment of Authenticating Agent..................................................... 44

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY................................................. 46

         Section 701.   Company to Furnish Trustee Names and Addresses of Holders............................... 46
         Section 702.   Preservation of Information; Communications to Holders.................................. 46
         Section 703.   Reports by Trustee...................................................................... 47
</TABLE>

                                       iii

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<TABLE>
<S>                                                                                                              <C>
         Section 704.   Reports by Company...................................................................... 47

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.............................................. 47

         Section 801.   Company May Consolidate, Etc., Only on Certain Terms.................................... 47
         Section 802.   Successor Substituted................................................................... 48

ARTICLE NINE SUPPLEMENTAL INDENTURES............................................................................ 48

         Section 901.   Supplemental Indentures Without Consent of Holders...................................... 48
         Section 902.   Supplemental Indentures with Consent of Holders......................................... 49
         Section 903.   Execution of Supplemental Indentures.................................................... 50
         Section 904.   Effect of Supplemental Indentures....................................................... 50
         Section 905.   Conformity with Trust Indenture Act..................................................... 51
         Section 906.   Reference in Securities to Supplemental Indentures...................................... 51
         Section 907.   Notice of Supplemental Indentures....................................................... 51

ARTICLE TEN COVENANTS........................................................................................... 51

         Section 1001.  Payment of Principal, Premium and Interest.............................................. 51
         Section 1002.  Maintenance of Office or Agency......................................................... 51
         Section 1003.  Money for Securities Payments to Be Held in Trust....................................... 52
         Section 1004.  Existence............................................................................... 53
         Section 1005.  Maintenance of Properties............................................................... 53
         Section 1006.  Payment of Taxes and Other Claims....................................................... 53
         Section 1007.  Restriction on Secured Debt............................................................. 54
         Section 1008.  Restriction on Sale and Leaseback Transactions.......................................... 56
         Section 1009.  Defeasance of Certain Obligations....................................................... 57
         Section 1010.  Waiver of Certain Covenants............................................................. 58

ARTICLE ELEVEN REDEMPTION OF SECURITIES......................................................................... 58

         Section 1101.  Applicability of Article................................................................ 58
         Section 1102.  Election to Redeem; Notice to Trustee................................................... 59
         Section 1103.  Selection by Trustee of Securities to Be Redeemed....................................... 59
         Section 1104.  Notice of Redemption.................................................................... 59
         Section 1105.  Deposit of Redemption Price............................................................. 60
         Section 1106.  Securities Payable on Redemption Date................................................... 60
         Section 1107.  Securities Redeemed in Part............................................................. 61

ARTICLE TWELVE SINKING FUNDS.................................................................................... 61

         Section 1201.  Applicability of Article................................................................ 61
         Section 1202.  Satisfaction of Sinking Fund Payments with Securities................................... 61
         Section 1203.  Redemption of Securities for Sinking Fund............................................... 62
</TABLE>

                                       iv

<PAGE>


        THIS INDENTURE, dated as of April 30, 2003 by and between Deluxe
Corporation, a Minnesota corporation (the "Company"), having its principal
office at 3680 Victoria Street North, Shoreview, Minnesota 55126-2966, and Wells
Fargo Bank Minnesota, N. A., as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

        The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

        All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

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

                                  ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

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

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

        (3)     any gender used in this Indenture shall be deemed and construed
to include correlative words of the masculine, feminine or neuter gender;

        (4)     all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles used in the United States, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States at the date of such
computation; and

        (5)     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.

        Certain terms, used principally in Article Six, are defined in that
Article.

<PAGE>

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

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

        "Attributable Debt" in respect of any Sale and Leaseback Transaction
means, at the date of determination, the present value (discounted at the rate
of interest implicit in the terms of the lease) of the obligation of the lessee
for net rental payments during the remaining term of the lease (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended). "Net rental payments" under any lease for any period means
the sum of the rental and other payments required to be paid in such period by
the lessee thereunder, excluding any amounts required to be paid by such lessee
(whether or not designated as rental or additional rental) on account of
maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges required to be paid by such lessee thereunder or any amounts required to
be paid by such lessee thereunder contingent upon the amount of sales,
maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges.

        "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

        "Board of Directors" means either the board of directors of the Company
or any duly authorized committee appointed by that board.

        "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification. Where any provision of this Indenture refers to action to be
taken pursuant to a Board Resolution (including establishment of any series of
the Securities and the forms and terms thereof), such action may be taken by any
committee, officer or employee of the Company authorized to take such action by
a Board Resolution.

        "Business Day," when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions generally in that Place of Payment are obligated by law or
executive order to close, unless otherwise specified in a form of Security.

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

                                       2

<PAGE>

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

        "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary and delivered to the Trustee.

        "Consolidated Total Assets" means the total of all the assets appearing
on the consolidated balance sheet of the Company and its subsidiaries,
determined according to U.S. generally accepted accounting principles applicable
to the type of business in which the Company and its subsidiaries are engaged,
all as shown in the consolidated balance sheet of the Company for the Company's
most recent quarter prior to the event for which the determination is being
made.

        "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered.

        "Corporation" includes corporations, associations, companies, joint
stock companies and business trusts.

        "Debt" has the meaning specified in Section 1007.

        "Defaulted Interest" has the meaning specified in Section 307.

        "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the clearing agency registered under the Exchange Act, specified for
that purpose as contemplated by Section 301 or any successor clearing agency
registered under the Exchange Act as contemplated by Section 305, and if at any
time there is more than one such Person,

        "Depositary" as used with respect to the Securities of any series shall
mean the Depositary with respect to the Securities of such series.

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

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

        "Funded Debt" means Debt which by its terms matures at or is extendible
or renewable at the option of the obligor to a date more than 12 months after
the date of the creation of such Debt.

        "Global Security" means a Security bearing the legend specified in
Section 205 evidencing all or part of a series of Securities, issued to the
Depositary for such series or its nominee, and registered in the name of such
Depositary or nominee.

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

                                       3

<PAGE>

        "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument due to the appointment of
one or more separate Trustees for any one or more separate series of Securities
pursuant to Section 610(e), "Indenture" shall mean, with respect to such series
of Securities for which any such Person is Trustee, this instrument as
originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of particular series of
Securities for which such Person is Trustee established as contemplated by
Section 301, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party.

        "Interest," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

        "Interest Payment Date," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

        "Lien" or "Liens" has the meaning specified in Section 1007.

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

        "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President, a Vice President or an Assistant Vice President of the
Company, and by the Treasurer or an Assistant Treasurer of the Company, and
delivered to the Trustee.

        "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company and, in the case of counsel for the Company, may be
either inside or outside counsel, which opinion may be subject to standard
qualifications and exceptions.

        "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable at
maturity or upon a declaration of acceleration of the Maturity thereof pursuant
to Section 502.

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

        (i)     Securities theretofore canceled by the Trustee or delivered to
                the Trustee for cancellation;

                                       4

<PAGE>

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

        (iii)   Securities which have been paid pursuant to Section 306 or in
                exchange for or in lieu of which other Securities have been
                authenticated and delivered pursuant to this Indenture, other
                than any such Securities in respect of which there shall have
                been presented to the Trustee proof satisfactory to it that such
                Securities are held by a bona fide purchaser in whose hands such
                Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Securities, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 502, (ii) the principal amount of a Security
denominated in one or more foreign currencies or currency units that shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined in the
manner provided as contemplated by Section 301 as of the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the U.S. dollar equivalent, determined as of
the date of original issuance of such Security, of the amount determined as
provided in (i) above) of such Security as determined by the Company pursuant to
Section 301, and (iii) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be 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 Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

        "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) and/or interest on any Securities on behalf
of the Company.

        "Periodic Offering" means an offering of Securities of a series from
time to time the specific terms of which Securities, including without
limitation the rate or rates of interest (or formula for determining the rate or
rates of interest), if any, thereon, the Stated Maturity or Maturities thereof
and the redemption provisions, if any, with respect thereto, are to be
determined by the Company or its agents upon the issuance of such Securities.

                                       5

<PAGE>

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

        "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and/or interest on the Securities of that series are payable, where Securities
of that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served.

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

        "Principal Property" means any manufacturing plant (consisting of real
estate, buildings and fixtures) located within the United States of America
(other than its territories or possessions) owned by the Company or any
Subsidiary, which individually has a gross book value (without deduction of any
depreciation reserves), on the date when the determination is being made, in
excess of 2% of Consolidated Total Assets (as defined above). However, a
"Principal Property" does not include any manufacturing plant (i) to the extent
it is financed by obligations issued by a State or local governmental unit
pursuant to Section 142(a)(5), 142(a)(6), 142(a)(8) or 144(a) of the Internal
Revenue Code of 1986, as amended, or any successor provision thereof, or (ii)
which is not of material importance to the business conducted by the Company and
its Subsidiaries, taken as a whole (as determined by any two of the following:
the Chairman or a Vice Chairman of the Board of the Company, its President, its
Chief Financial Officer, its Vice President of Finance, its Treasurer or its
Controller).

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

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

        "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

        "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee assigned by it to administer its corporate trust matters.

        "Restricted Subsidiary" means any Subsidiary which owns or leases a
Principal Property.

        "Sale and Leaseback Transaction" has the meaning specified in Section
1008.

        "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture; provided,

                                       6

<PAGE>

however, that if at any time there is more than one Person acting as Trustee
under this Indenture, "Securities" with respect to the Indenture as to which
such Person is Trustee shall have the meaning stated in the first recital of
this Indenture and shall more particularly mean Securities authenticated and
delivered under this Indenture, exclusive, however, of Securities of any series
as to which such Person is not Trustee.

        "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

        "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

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

        "Subsidiary" means any Corporation of which securities (excluding
securities entitled to vote for directors only by reason of the happening of a
contingency) entitled to elect at least a majority of the Corporation's
directors shall at the time be owned, directly or indirectly, by the Company, or
one or more Subsidiaries, or by the Company and one or more Subsidiaries.

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

        "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed, except as
provided in Section 905.

        "U.S. Government Obligations" means direct obligations of the United
States of America, backed by its full faith and credit.

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

        "Voting Stock," when used with respect to a Corporation, means stock of
the class or classes having general voting power under ordinary circumstances to
elect at least a majority of the board of directors, managers or trustees of
such Corporation (irrespective of whether at the time stock or securities of any
other class or classes shall have or might have voting power by reason of the
happening of any contingency).

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

        Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate

                                       7

<PAGE>

stating that all conditions precedent, if any, 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, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

        (2)     a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

        (3)     a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion whether such covenant or condition has been complied with;
and

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

        Every such certificate or opinion provided under this Indenture shall be
without personal recourse to the individual executing the same and may include
an express statement to such effect.

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

                                       8

<PAGE>

        Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument. All applications, requests, consents, certificates,
statements, opinions or other instruments given under this Indenture shall be
without personal recourse to any individual giving the same and may include an
express statement to such effect.

SECTION 104. ACTS OF HOLDERS.

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

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

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

                                       9

<PAGE>

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

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

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

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

SECTION 106. NOTICE TO HOLDERS; WAIVER.

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

        In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notice shall be given by such other method as the Company shall reasonably
determine and the same shall constitute a sufficient notification for every
purpose hereunder.

SECTION 107. COMPLIANCE WITH TRUST INDENTURE ACT.

        This Indenture is subject to, and shall be governed by, the provisions
of the Trust Indenture Act that are required to be part of this Indenture. If
any provision hereof limits, qualifies or conflicts with a provision of the
Trust Indenture Act that is required under such Act

                                       10

<PAGE>

to be a part of and govern this Indenture, the latter provision shall control.
If any provision of this Indenture modifies or excludes any provision of the
Trust Indenture Act that may be so modified or excluded, the latter provision
shall be deemed to apply to this Indenture as so modified or to be excluded, as
the case may be.

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109. SUCCESSORS AND ASSIGNS.

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

SECTION 110. SEPARABILITY CLAUSE.

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

SECTION 111. BENEFITS OF INDENTURE.

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

SECTION 112. GOVERNING LAW.

        This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the body of
law controlling conflicts of law, other than the New York General Obligations
Law Section 5-1401.

SECTION 113. LEGAL HOLIDAYS.

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

                                       11

<PAGE>

                                  ARTICLE TWO
                                 SECURITY FORMS

SECTION 201. FORMS GENERALLY.

        The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution and set forth in an Officers' Certificate or
established by 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 such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as
may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.

        When the form of Securities of any series is established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

        The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture.

        The definitive Securities may 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.

                                       12

<PAGE>

SECTION 202. FORM OF FACE OF SECURITY.

[INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS
THEREUNDER.]

                                 [Face of Note]

                               DELUXE CORPORATION

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

No. __________                                                 [$]______________

        Deluxe Corporation, a corporation duly organized and existing under the
laws of Minnesota (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ________________, or registered assigns, the
principal sum of _______________________ [Dollars] on __________________________
[If the Security is to bear interest prior to Maturity, insert --, and to pay
interest thereon from _________________ or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, [semiannually in
arrears on ___________________ and __________________________ in each year]
[annually in arrears on _________________________], commencing
________________________, at the rate of _________% per annum, until the
principal hereof is paid or made available for payment [If applicable insert --,
and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of ______% per annum on any overdue principal and
premium and on any overdue installment of interest]. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the
________________________________ [or _________________________________] (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture]. [If the Security is not to bear interest prior to Maturity,
insert --. The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of ______% per annum (to the extent that the payment
of such interest shall be legally enforceable), which shall accrue from the date
of such default in payment to the date payment of such principal has been made
or duly provided for. Interest on any overdue principal shall be payable on
demand. Any such interest on any overdue principal that is not so paid on demand

                                       13

<PAGE>

shall bear interest at the rate of _________% per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such demand for payment to the date payment of such interest has
been made or duly provided for, and such interest shall also be payable on
demand.]

        Payment of the principal of (and premium, if any) and [If applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ____________________, in
such coin or currency [of the United States of America] as at the time of
payment is legal tender for payment of public and private debts [If applicable,
insert --; provided, however, that at the option of the Company, payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register].

        [If applicable, insert -- The Securities of this series are/This
Security is] subject to redemption prior to the Stated Maturity as described on
the reverse hereof.]

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

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

        IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:

                                             DELUXE CORPORATION

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

Attest:
        -------------------------------

                                       14

<PAGE>

SECTION 203. FORM OF REVERSE OF SECURITY.

        This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of [DATE], [2003] (herein called the
"Indenture"), between the Company and Wells Fargo Bank Minnesota, N.A., as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be authenticated and delivered. This Security is one of the series
designated on the face hereof [, limited in aggregate principal amount to
[$]________________________]. By the terms of the Indenture, additional
Securities [If applicable, insert -- of this series and] of other separate
series, which may vary as to date, amount, Stated Maturity, interest rate or
method of calculating the interest rate and in other respects as therein
provided, may be issued in an unlimited principal amount.

        [If applicable, insert -- The Securities of this series are/This
Security is] subject to redemption prior to the Stated Maturity hereof upon not
less than 30 days' notice by mail to the Person[s] in whose name[s] [the
Securities to be redeemed are/this Security is] registered at the address
specified in the Security Register, [If applicable, insert -- (1) on
____________ in any year commencing with the year ______________ and ending with
the year _____________ through operation of the sinking fund for this series at
a Redemption Price equal to 100% of the principal amount, and (2)] at any time
[on or after _____________], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount): if redeemed [on or before ________________, ________%, and if
redeemed] during the 12-month period beginning _____________ of the years
indicated,

                        Redemption           Redemption
      Year                Price                  Year                Price
-----------------    -----------------    -----------------    -----------------

and thereafter at a Redemption Price equal to __________% of the principal
amount, [If applicable, insert -- together in the case of any such redemption
[If applicable, insert -- (whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, provided, however,
that installments of interest whose Stated Maturity is on or prior to (but not
after) such Redemption Date will be payable to the [Holders of such
Securities/Holder of this Security] (or one or more Predecessor Securities) of
record at the close of business on the relevant Record Dates referred to on the
face hereof, all as provided in the Indenture]. [If there is no sinking fund,
insert -- The Securities of this series are/This Security is] not subject to any
sinking fund.]

        [If applicable, insert -- The Securities of this series are/This
Security is] subject to redemption prior to the Stated Maturity hereof upon not
less than 30 days' notice by mail to the Person[s] in whose name[s] [the
Securities to be redeemed are/this Security is] registered at the address
specified in the Security Register, (1) on ______________ in any year commencing
with the year _______ and ending with the year ______________ through operation
of the sinking fund for this series at the Redemption Prices (expressed as
percentages of the principal amount)

                                       15

<PAGE>

set forth in the table below, and (2) at any time [on or after
______________________], as a whole or in part, at the election of the Company,
at the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below:

                                                         Redemption Price for
                            Redemption Price for       Redemption Otherwise Than
                             Redemption Through            Through Operation
         Year           Operation of the Sinking Fund     of the Sinking Fund
----------------------  -----------------------------  -------------------------

        If redeemed during the 12-month period beginning _________________ of
the years indicated, and thereafter at a Redemption Price equal to _____% of the
principal amount [If applicable, insert --, together in the case of any such
redemption (whether through operation of the sinking fund or otherwise) with
accrued interest to the Redemption Date, provided, however, that installments of
interest whose Stated Maturity is on or prior to (but not after) such Redemption
Date will be payable to the [Holders of such Securities/Holder of this Security]
(or one or more Predecessor Securities) of record at the close of business on
the relevant Record Dates referred to on the face hereof, all as provided in the
Indenture].]

        [Notwithstanding the foregoing, the Company may not, prior to _____,
redeem any Securities of this series as contemplated by [Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than _____% per annum.]

        [The sinking fund for this series provides for the redemption on
___________________ in each year beginning with the year _____ and ending with
the year _____ of [not less than] [$]_____________________ [("mandatory sinking
fund") and not more than [$]___________] aggregate principal amount of
Securities of this series. [Securities of this series acquired or redeemed by
the Company otherwise than through [mandatory] sinking fund payments may be
credited against subsequent [mandatory] sinking fund payments otherwise required
to be made - in the inverse order in which they become due.]]

        [In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor or an authorized
denomination for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof, and, in the event of transfer or
exchange, a new Security or Securities of this series and of like tenor and for
a like aggregate principal amount will be issued to the Holder, in the case of
exchange, or the designated transferee or transferees, in the case of transfer.]

        [If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may (subject to
the conditions set forth in the Indenture) be declared due and payable in the
manner and with the effect provided in the Indenture.]

                                       16

<PAGE>

        [If the Security is an Original Issue Discount Security, insert -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, a lesser amount than the principal amount due at the Stated Maturity
of the Securities of this series may (subject to the conditions set forth in the
Indenture) be declared due and payable in the manner and with the effect
provided in the Indenture. The amount due and payable on this Security in the
event that this Security is declared due and payable prior to the Stated
Maturity hereof shall be -- Insert Formula For Determining The Amount. Upon
payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of
the Company's obligations in respect of the payment of the principal of and
interest, if any, on the Securities of this series shall terminate.]

        [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of the Company's obligations in respect of (i) the entire
indebtedness of this Note or (ii) certain restrictive covenants with respect to
this Note, in each case upon compliance with certain conditions set forth
therein.]

        The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected and, for
certain purposes, without the consent of the Holders of any Securities at the
time Outstanding. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

        [If the Security is an Original Issue Discount Security, insert -- In
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Securities, the principal amount of any Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon the acceleration of the Maturity thereof.]

        No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

        As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for

                                       17

<PAGE>

registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of like tenor and of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

        The Securities of this series are issuable only in registered form
without coupons in denominations of [$1,000] and any amount in excess thereof
which is an integral multiple of [$1,000]. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.

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

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

        The Securities shall be governed by and construed in accordance with the
laws of the State of New York, without regard to the body of law controlling
conflicts of law, other than the New York General Obligations Law Section
5-1401.

        All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

SECTION 204. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

        This is one of the Securities of the series designated therein and
issued pursuant to the within-mentioned Indenture.

                                        WELLS FARGO BANK MINNESOTA, N.A.
                                        as Trustee

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

                                       18

<PAGE>

SECTION 205. FORM OF LEGEND FOR GLOBAL SECURITIES.

        Any Global Security authenticated and delivered hereunder shall, in
addition to the provisions contained in Sections 202 and 203, bear a legend in
substantially the following form or such other form as may be required by the
Depositary:

        "Unless this certificate is presented by an authorized representative of
        The Depository Trust Company (55 Water Street, New York, New York) to
        the issuer or to its agent for registration of transfer, exchange or
        payment, and any certificate issued is registered in the name of Cede &
        Co. or such other name as requested by an authorized representative of
        The Depository Trust Company and any payment is made to Cede & Co., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
        interest herein."

                                 ARTICLE THREE
                                 THE SECURITIES

SECTION 301. 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 by or pursuant to a Board Resolution and, subject to Section 303,
set forth or determined in the manner provided in an Officers' Certificate or
established in one or more indentures supplemental hereto, prior to the initial
issuance of Securities of any series,

        (1)     the title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other series);

        (2)     any limit upon the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer
of, or in lieu of, other Securities of the series pursuant to Section 304, 305,
306, 906, or 1107 and except for any Securities which, pursuant to Section 303,
are deemed never to have been authenticated and delivered hereunder);

        (3)     the Person to whom any interest on a Security of the series
shall be payable, if other than the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest;

        (4)     the date or dates on which the principal or installments of
principal of the Securities of the series is or are payable and any rights to
extend such date or dates;

        (5)     the rate or rates at which the Securities of the series shall
bear interest, if any, or the formula pursuant to which such rate or rates shall
be determined, the date or dates from

                                       19

<PAGE>

which such interest shall accrue, the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date for the interest payable
on any Interest Payment Date;

        (6)     the place or places where the principal of (and premium, if any)
and interest on Securities of the series shall be payable, any Securities of the
series may be surrendered for registration of transfer or exchange and notices
and demands to or upon the Company with respect to the Securities of the series
and this Indenture may be served;

        (7)     the period or periods within which, the price or prices at 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 Company and, if other than
by a Board Resolution, the manner in which any election by the Company to redeem
the Securities shall be evidenced;

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

        (9)     if other than denominations of $1,000 or any amount in excess
thereof which is an integral multiple of $1,000, the denominations in which
Securities of the series shall be issuable;

        (10)    the currency, currencies or currency units in which payment of
the principal of and any premium and interest on any Securities of the series
shall be payable if other than the currency of the United States of America, the
manner of determining the U.S. dollar equivalent of the principal amount thereof
for purposes of the definition of "Outstanding" in Section 101, and, if the
principal of or any premium or interest on any Securities of the series is to be
payable, at the election of the Company or a Holder thereof, in one or more
currencies or currency units other than that or those in which the Securities
are stated to be payable, the currency, currencies or currency units in which
payment of the principal of and any premium and interest on Securities of such
series as to which such election is made shall be payable, and the periods
within which and the terms and conditions upon which such election is to be made
and the amount so payable (or the manner in which such amount shall be
determined);

        (11)    any other event or events of default applicable with respect to
Securities of the series in addition to or in lieu of those provided in Section
501(1) through (7);

       (12)    any other restrictive covenants applicable with respect to the
Debt Securities of the series in addition to or in lieu of those provided in
Sections 1007 and 1008;

        (13)    if less than the entire principal amount thereof, the portion of
the principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502;

        (14)    if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be

                                       20

<PAGE>

due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount
shall be determined);

        (15)    any index used to determine the amount of payment of principal
of and any premium and interest on the Securities of the series;

        (16)    whether the Securities of the series, in whole or any specified
part, shall be defeasible pursuant to Section 403 or Section 1009 or both such
Sections and, if other than by a Board Resolution, the manner in which any
election by the Company to defease such Securities shall be evidenced;

        (17)    whether the Securities of the series shall be issued in whole or
in part in the form of one or more Global Securities and, if so, (a) the
Depositary with respect to such Global Security or Securities, (b) the form of
any legend or legends which shall be borne by any such Global Security in
addition to or in lieu of the legends set forth in Section 205, and (c) the
circumstances under which any such Global Security may be exchanged for
Securities registered in the name of, and any transfer of such Global Security
may be registered to, a Person other than such Depositary or its nominee, if
other than as set forth in Section 305;

        (18)    if principal of or any premium or interest on the Securities of
a series is denominated or payable in a currency or currencies other than the
currency of the United States of America, whether and under what terms and
conditions the Company may be discharged from obligations pursuant to Sections
403 and 1009 with respect to Securities of such series; and

        (19)    any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 901(5)).

        All Securities of any one series (other than Securities offered in a
Periodic Offering) shall be substantially identical, except as to denomination
and except as may otherwise be provided by or pursuant to the Board Resolution
referred to above and, subject to Section 303, set forth, or determined in the
manner provided, in the Officers' Certificate referred to above or in any such
indenture supplemental hereto.

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

        With respect to Securities of a series offered in a Periodic Offering,
such Board Resolution and Officers' Certificate or supplemental indenture may
provide general terms or parameters for Securities of such series and provide
either that the specific terms of particular Securities of such series shall be
specified in a Company Order or that such terms shall be determined by the
Company or its agents in accordance with other procedures specified in a Company
Order as contemplated by the third paragraph of Section 303.

                                       21

<PAGE>

SECTION 302. DENOMINATIONS.

        Unless otherwise provided in the applicable Officers' Certificate or
supplemental indenture, the Securities of each series shall be issued in
registered form without coupons in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such provisions with respect
to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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

        At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, or, in the case of Securities
offered in a Periodic Offering, from time to time in accordance with such other
procedures (including, without limitation, the receipt by the Trustee of
electronic instructions from the Company or its duly authorized agents, promptly
confirmed in writing by the Company) acceptable to the Trustee as may be
specified from time to time by a Company Order for establishing the specific
terms of particular Securities being so offered, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or forms or terms of the Securities of the series have been established by
or pursuant to one or more Board Resolutions as permitted by Sections 201 and
301, 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 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

                (a)     if the form of such Securities has been established by
        or pursuant to a Board Resolution as permitted by Section 201, that such
        form has been established in conformity with the provisions of this
        Indenture;

                (b)     if the terms of such Securities have been established by
        or pursuant to a Board Resolution as permitted by Section 301, that such
        terms have been established in conformity with the provisions of this
        Indenture;

                (c)     that such Securities, when authenticated and delivered
        by the Trustee, issued by the Company and paid for by the purchasers
        thereof in the manner and subject to any conditions specified in such
        Opinion of Counsel, will constitute valid and legally binding
        obligations of the Company, enforceable in accordance with their terms,
        subject

                                       22

<PAGE>

        to bankruptcy, insolvency, reorganization and other laws of general
        applicability relating to or affecting the enforcement of creditors'
        rights and to general equity principles;

                (d)     that authentication and delivery of such Securities and
        the execution and delivery of the supplemental indenture, if any, by the
        Trustee will not violate the terms of the Indenture; and

                (e)     that the Company has the corporate power to issue such
        Securities, and has duly taken all necessary corporate action with
        respect to such issuance.

provided, however, that, with respect to Securities of a series offered in a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel in connection only with the first authentication of each form of
Securities of such series and that the opinions described in Clauses (b) and (c)
above may state, respectively, that

                (f)     if the terms of such Securities are to be established
        pursuant to a Company Order or pursuant to such procedures as may be
        specified from time to time by a Company Order, all as contemplated by a
        Board Resolution or action taken pursuant thereto, such terms will have
        been duly authorized by the Company and established in conformity with
        the provisions of this Indenture; and

                (g)     that such Securities, when executed by the Company,
        completed, authenticated and delivered by the Trustee in accordance with
        this Indenture, and issued and delivered by the Company and paid for,
        all in accordance with any agreement of the Company relating to the
        offering, issuance and sale of such Securities, will be duly issued
        under this Indenture and will constitute valid and legally binding
        obligations of the Company, enforceable in accordance with their terms,
        subject to bankruptcy, insolvency, reorganization, moratorium and other
        laws relating to or affecting generally the enforcement of creditors'
        rights and to general principles of equity.

        With respect to Securities of a series offered in a Periodic Offering,
the Trustee may rely, as to the authorization by the Company of any of such
Securities, the form or forms and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel, Company
Order and other documents delivered pursuant to Sections 201 and 301 and this
Section, as applicable, in connection with the first authentication of a form of
Securities of such series and it shall not be necessary for the Company to
deliver such Opinion of Counsel and other documents (except as may be required
by the specified other procedures, if any, referred to above) at or prior to the
time of authentication of each Security of such series unless and until the
Trustee receives notice that such Opinion of Counsel or other documents have
been superseded or revoked, and may assume compliance with any conditions
specified in such Opinion of Counsel (other than any conditions to be performed
by the Trustee). If such form or forms or terms have been so established, the
Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.

        Each Security shall be dated the date of its authentication.

                                       23

<PAGE>

        No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

SECTION 304. TEMPORARY SECURITIES.

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

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

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

        The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

        Upon surrender for registration of transfer of any Security of any
series at the office or agency of the Company in any Place of Payment for such
series, the Company shall execute and the Trustee shall authenticate and deliver
(in the name of the designated transferee or transferees) one or more new
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor.

                                       24

<PAGE>

        At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
a like aggregate principal amount and tenor, upon surrender of the Securities to
be exchanged at the office or agency of the Company in any Place of Payment for
such series. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

        Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or such Holder's attorney duly authorized in writing.

        No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

        The Company may but shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
1103 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

        Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any Global Security shall be exchangeable pursuant
to this Section 305 for Securities registered in the name of Persons other than
the Depositary for such Security or its nominee only if (i) such Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security or if at any time such Depositary ceases to be a
clearing agency registered under the Exchange Act, (ii) the Company executes and
delivers to the Trustee a Company Order that such Global Security shall be so
exchangeable, or (iii) there shall have occurred and be continuing an Event of
Default with respect to the Securities of such series. Upon the occurrence in
respect of any Global Security of any series of any one or more of the
conditions specified in Clauses (i), (ii) or (iii) of the preceding sentence or
such other conditions as may be specified as contemplated by Section 301 for
such series, such Global Security may be exchanged for Securities not bearing
the legend specified in Section 205 and registered in the names of such Persons
as may be specified by the Depositary (including Persons other than the
Depositary).

        Notwithstanding any other provision of this Indenture (except the
provisions of the preceding paragraph), a Global Security may not be transferred
except as a whole by the

                                       25

<PAGE>

Depositary for such Global Security to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary.

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

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

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

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

        Every new Security of any series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, 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 this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

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

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

        Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered in the Security Register at the close of business on
the Regular Record Date for such Interest Payment Date.

        Any interest on any Security of any series which is payable but is not
punctually paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest") shall

                                       26

<PAGE>

forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in Clause (1) or (2)
below:

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

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

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

SECTION 308. PERSONS DEEMED OWNERS.

        Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered in the Security Register as the
owner of such Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 307) interest on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                                       27

<PAGE>

        No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary (or its nominee) shall have any rights under this
Indenture with respect to such Global Security or any Security represented
thereby, and such Depositary may be treated by the Company, the Trustee, and any
agent of the Company or the Trustee as the owner of such Global Security or any
Security represented thereby for all purposes whatsoever. Notwithstanding the
foregoing, with respect to any Global Security, nothing herein shall prevent the
Company, the Trustee, or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary or impair, as between a Depositary and such holders of beneficial
interest, the operation of customary practices governing the exercise of the
rights of the Depositary (or its nominees) as Holder of any Security.

SECTION 309. CANCELLATION.

        All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be destroyed unless otherwise directed by a Company Order.

SECTION 310. COMPUTATION OF INTEREST.

        Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

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

        (1)     either

                (A)     all Securities theretofore authenticated and delivered
        (other than (i) Securities which have been destroyed, lost or stolen and
        which have been replaced or paid as provided in Section 306 and (ii)
        Securities for whose payment money has theretofore been deposited in
        trust or segregated and held in trust by the Company and

                                       28

<PAGE>

        thereafter repaid to the Company or discharged from such trust, as
        provided in Section 1003) have been delivered to the Trustee for
        cancellation; or

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

                        (i)     have become due and payable, or

                        (ii)    will become due and payable at their Stated
                Maturity within one year, or

                        (iii)   are to be called for redemption within one year
                under arrangements satisfactory to the Trustee for the giving of
                notice of redemption by the Trustee in the name, and at the
                expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount, in the currency in which such Securities are payable, sufficient to
pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the respective Stated Maturity or Redemption Date,
as the case may be;

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

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

        Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614, and, if money shall
have been deposited with the Trustee pursuant to Subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003, shall survive.

SECTION 402. APPLICATION OF TRUST MONEY.

        Subject to provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee but such money need not be segregated from other funds except to the
extent required by law.

SECTION 403. DEFEASANCE AND DISCHARGE OF INDENTURE.

        If principal of and any premium and interest on Securities of any series
are denominated and payable in United States of America dollars, the Company
shall be deemed to have paid and

                                       29

<PAGE>

discharged the entire indebtedness on all the Outstanding Securities of such
series on the 123rd day after the date of the deposit referred to in
subparagraph (d) hereof, and the provisions of this Indenture, as it relates to
such Outstanding Securities, shall no longer be in effect (and the Trustee, at
the expense of the Company, shall at Company Request, execute proper instruments
acknowledging the same), except as to:

                (a)     the rights of Holders of Securities of that series to
        receive, from the trust funds described in subparagraph (d) hereof, (i)
        payment of the principal of (and premium, if any) or interest on the
        Outstanding Securities of that series on the Stated Maturity of such
        principal or installment of principal or interest and (ii) the benefit
        of any mandatory sinking fund payments applicable to the Securities of
        that series on the day on which such payments are due and payable in
        accordance with the terms of this Indenture and such Securities;

                (b)     the Company's obligations with respect to such
        Securities under Sections 305, 306, 1002 and 1003; and

                (c)     the rights, powers, trusts, duties and immunities of the
        Trustee hereunder;

provided that, the following conditions shall have been satisfied:

                (d)     The Company has deposited or caused to be irrevocably
        deposited with the Trustee (or another trustee satisfying the
        requirements of Section 609) as trust funds in the trust, specifically
        pledged as security for, and dedicated solely to, the benefit of the
        Holders of the Securities of that series, (i) money in an amount, or
        (ii) U.S. Government Obligations which through the payment of interest
        and principal in respect thereof in accordance with their terms will
        provide not later than one day before the due date of any payment
        referred to in clause (A) or (B) of this subparagraph (d) money in an
        amount 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 and
        discharge (A) the principal of (and premium, if any) and each
        installment of principal of (and premium, if any) and interest on the
        Outstanding Securities on the Stated Maturity of such principal or
        installment of principal and interest and (B) any mandatory sinking fund
        or analogous payments applicable to such Securities on the day on which
        such payments are due and payable in accordance with the terms of this
        Indenture and of such Securities;

                (e)     such deposit shall not cause the Trustee with respect to
        the Securities of that series to have a conflicting interest as defined
        in Section 608 and for purposes of the Trust Indenture Act with respect
        to the Securities of any series;

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

                (g)     such provision would not cause any Outstanding
        Securities then listed on the New York Stock Exchange or other
        securities exchange to be de-listed as a result thereof;

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<PAGE>

                (h)     no Event of Default or event which with notice or lapse
        of time would become an Event of Default with respect to the Securities
        of that series shall have occurred and be continuing on the date of such
        deposit or during the period ending on the 123rd day after such date;

                (i)     the Company has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel to the effect that there has been
        a change in applicable Federal law such that, or the Company has
        received from, or there has been published by, the Internal Revenue
        Service a ruling to the effect that, Holders of the Securities of that
        series will not recognize income, gain or loss for Federal income tax
        purposes as a result of such deposits, 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

                (j)     the Company has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that all conditions
        precedent relating to the defeasance contemplated by this Section have
        been complied with.

                                  ARTICLE FIVE
                                    REMEDIES

SECTION 501. EVENTS OF DEFAULT.

        "Event of Default," wherever used herein with respect to Securities of
any series, and unless otherwise provided with respect to Securities of any
series pursuant to Section 301(11), means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

        (2)     default in the payment of the principal of (or premium, if any,
on) any Security of that series at its Maturity; or

        (3)     default in the deposit of any sinking fund payment, when and as
due by the terms of a Security of that series; or

        (4)     default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of a series of one or more Securities other than that
series), and continuance of such default or breach for a period of 60 days after
there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities of that series 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

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<PAGE>

        (5)     the entry by a court having jurisdiction in the premises of (A)
a decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed by any party
other than the Company a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable
Federal or State law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of all or
substantially all of its property, or ordering the winding up or liquidation of
its affairs, and the continuance of any such decree or order for relief
specified in clause (A) or (B) or any such other decree or order unstayed and in
effect for a period of 60 consecutive days; or

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

        (7)     any other Event of Default provided with respect to Securities
of that series as provided in Section 301(11).

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

        If an Event of Default with respect to Outstanding Securities of any
series occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such lesser
portion of the principal amount of such Securities as may be specified in the
terms thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
portion thereof) shall become immediately due and payable.

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

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<PAGE>

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

                (A)     all overdue interest on all Securities of that series,

                (B)     the principal of (and premium, if any, on) any
        Securities of that series which have become due otherwise than by such
        declaration of acceleration and interest thereon at the rate or rates
        prescribed therefor in such Securities,

                (C)     to the extent that payment of such interest is lawful,
        interest upon overdue interest at the rate or rates prescribed therefor
        in such Securities, and

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

        (2)     all Events of Default with respect to Securities of that series,
other than the non-payment of the principal of Securities of that series which
have become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 513.

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

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

        The Company covenants that if:

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

        (2)     default is made in the payment of the principal of (or premium,
if any, on) any Security at the Maturity thereof,

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

        If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Security and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Security, wherever
situated.

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<PAGE>

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

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

        In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or all or substantially all of the property of the Company or of such
other obligor, the Trustee (irrespective of whether the principal of the
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
on the Company for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

                (i)     to file and prove a claim for the whole amount of
        principal (and premium, if any) or such portion of the principal amount
        of any series of Original Issue Discount Securities as may be specified
        in the terms of such series and interest owing and unpaid in respect of
        the Securities 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 the reasonable compensation, expenses,
        disbursements and advances of the Trustee, its agents and counsel, and
        any other amounts due the Trustee under Section 607) and of the Holders
        allowed in such judicial proceeding, and

                (ii)    to collect and receive any moneys or other property
        payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

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

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

        All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment

                                       34

<PAGE>

shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and for any
other amounts due the Trustee under Section 607, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

SECTION 506. APPLICATION OF MONEY COLLECTED.

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

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

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

        THIRD: The balance, if any, to the Person or Persons entitled thereto.

SECTION 507. LIMITATION ON SUITS.

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

        (1)     such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Securities of that series;

        (2)     the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb

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<PAGE>

or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all of such Holders.

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
INTEREST.

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

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 511. DELAY OR OMISSION NOT WAIVER.

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

SECTION 512. CONTROL BY HOLDERS.

        The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding

                                       36

<PAGE>

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,
provided that

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

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

SECTION 513. WAIVER OF PAST DEFAULTS.

        The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series may, on behalf of the Holders of all
the Securities of such series, waive any past default hereunder with respect to
such series and its consequences, except a default

        (1)     in the payment of the principal of (or premium, if any) or
interest on any Security of such series, or

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

        PROVIDED that, a majority in aggregate principal amount of Outstanding
Securities may rescind and annul a declaration of payment due as provided in
Section 502.

        The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive any past default
hereunder. If a record date is fixed, the Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided, that unless such majority in principal amount shall have waived
such default prior to the date which is 90 days after such record date, any such
waiver of such default previously given shall automatically and without further
action by any Holder be canceled and of no further effect.

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

SECTION 514. UNDERTAKING FOR COSTS.

        All parties to this Indenture agree, and each Holder of any Security by
such Holder's 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; provided,
however, that the provisions of this Section shall not apply to any

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<PAGE>

suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Security on or after
the Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.

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

                                  ARTICLE SIX
                                  THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

        The provisions of TIA Section 315 shall apply to the Trustee.

SECTION 602. NOTICE OF DEFAULTS.

        Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear in
the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided however, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest on any Security of such series or in the payment of any
sinking fund installment with respect to 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 and/or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and provided, further, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

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<PAGE>

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

        Subject to the provisions of TIA Section 315(a) through 315(d):

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

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

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

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

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

                (f)     the Trustee shall not be bound to make any investigation
        into the facts or matters stated in any resolution, certificate,
        statement, instrument, opinion, report, notice, request, direction,
        consent, order, bond, debenture, note, other evidence of indebtedness or
        other paper or document, but the Trustee, in its discretion, may make
        such further inquiry or investigation into such fact or matters as it
        may see fit, and, if the Trustee shall determine to make such further
        inquiry or investigation, it shall be entitled to examine the books,
        records and premises of the Company, personally or by agent or attorney;

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

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

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<PAGE>

                (i)     the Trustee shall not be required to expend or risk its
        own funds or otherwise incur any financial liability in the performance
        of any of its duties hereunder or in the exercise of any of its rights
        or powers if it shall have reasonable grounds for believing that
        repayment of such funds or adequate indemnity against such risk or
        liability is not reasonably assured to it.

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

        The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
or any Authenticating Agent shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

SECTION 605. MAY HOLD SECURITIES.

        The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 606. MONEY HELD IN TRUST.

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

SECTION 607. COMPENSATION AND REIMBURSEMENT.

        The Company agrees

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

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

        (3)     to indemnify the Trustee and its agents 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 the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder.

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<PAGE>

        The obligations of the Company under this Section 607 to compensate and
indemnify the Trustee and to pay or reimburse the 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 payment of principal of (and premium, if any) or interest
on particular Securities, and the Securities are hereby subordinated to such
senior claim.

SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS.

        The provisions of TIA Section 310(b) shall apply to the Trustee.

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

        There shall at all times be a Trustee hereunder which shall be eligible
to act under TIA Section 310(a)(1) and shall have a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by Federal,
State or District of Columbia authority. If such Trustee 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 Trustee shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article. Neither the Company,
nor any Person directly or indirectly controlling, controlled by or under common
control with the Company, shall act as Trustee hereunder.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

                (b)     The Trustee may resign at any time with respect to the
        Securities of one or more series by giving written notice thereof to the
        Company. If the instrument of acceptance by a successor Trustee required
        by Section 611 shall not have been delivered to the Trustee within 30
        days after the giving of such notice of resignation, the resigning
        Trustee may petition any court of competent jurisdiction for the
        appointment of a successor Trustee with respect to the Securities of
        such series.

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

                (d)     If at any time:

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<PAGE>

                        (1)     the Trustee shall fail to comply with TIA
                Section 310(b) after written request therefor by the Company or
                by any Holder who has been a bona fide Holder of a Security for
                at least six months, or

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

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security 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 with respect to all
Securities and the appointment of a successor Trustee or Trustees.

                (e)     If the Trustee shall resign, be removed or become
        incapable of acting, or if a vacancy shall occur in the office of
        Trustee for any cause, with respect to the Securities of one or more
        series, the Company, by a Board Resolution, shall promptly appoint a
        successor Trustee or Trustees with respect to the Securities of that or
        those series (it being understood that any such successor Trustee may be
        appointed with respect to the Securities of one or more or all of such
        series and that at any time there shall be only one Trustee with respect
        to the Securities of any particular series) and shall comply with the
        applicable requirements of Section 611. If, within one year after such
        resignation, removal or incapability, or the occurrence of such vacancy,
        a successor Trustee with respect to the Securities of any series shall
        be appointed by Act of the Holders of a majority in principal amount of
        the Outstanding Securities of such series delivered to the Company and
        the retiring Trustee, the successor Trustee so appointed shall,
        forthwith upon its acceptance of such appointment in accordance with the
        applicable requirements of Section 611, become the successor Trustee
        with respect to the Securities of such series and to that extent
        supersede the successor Trustee appointed by the Company. If no
        successor Trustee with respect to the Securities of any series shall
        have been so appointed by the Company or the Holders and accepted
        appointment in the manner required by Section 611, any Holder who has
        been a bona fide Holder of a Security 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 appointment of a
        successor Trustee with respect to the Securities of such series.

                (f)     The Company shall give notice of each resignation and
        each removal of the Trustee with respect to the Securities of any series
        and each appointment of a successor Trustee with respect to the
        Securities of any series by mailing written notice of such event by
        first-class mail, postage prepaid, to all Holders of Securities of such
        series as their names and addresses appear in the Security Register.
        Each notice shall include

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<PAGE>

        the name of the successor Trustee with respect to the Securities of such
        series and the address of its Corporate Trust Office.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

                (b)     In case of the appointment hereunder of a successor
        Trustee with respect to the Securities of one or more (but not all)
        series, the Company, the retiring Trustee and each successor Trustee
        with respect to the Securities of one or more series shall execute and
        deliver an indenture supplemental hereto wherein each successor Trustee
        shall accept such appointment and which (1) shall contain such
        provisions as shall be necessary or desirable to transfer and confirm
        to, and to vest in, each successor Trustee all the rights, powers,
        trusts and duties of the retiring Trustee with respect to the Securities
        of that or those series to which the appointment of such successor
        Trustee relates, (2) if the retiring Trustee is not retiring with
        respect to all Securities, shall contain such provisions as shall be
        deemed necessary or desirable to confirm that all the rights, powers,
        trusts and duties of the retiring Trustee with respect to the Securities
        of that or those series as to which the retiring Trustee is not retiring
        shall continue to be vested in the retiring Trustee, and (3) shall add
        to or change any of the provisions of this Indenture as shall be
        necessary to provide for or facilitate the administration of the trusts
        hereunder by more than one Trustee, it being understood that nothing
        herein or in such supplemental indenture shall constitute such Trustees
        co-trustees of the same trust and that each such Trustee shall be
        trustee of a trust or trusts hereunder separate and apart from any trust
        or trusts hereunder administered by any other such Trustee; and upon the
        execution and delivery of such supplemental indenture the resignation or
        removal of the retiring Trustee shall become effective to the extent
        provided therein and each such successor Trustee, without any further
        act, deed or conveyance, shall become vested with all the rights,
        powers, trusts and duties of the retiring Trustee with respect to the
        Securities of that or those series to which the appointment of such
        successor Trustee relates; but, on request of the Company or any
        successor Trustee, such retiring Trustee shall duly assign, transfer and
        deliver to such successor Trustee all property and money held by such
        retiring Trustee hereunder with respect to the Securities of that or
        those series to which the appointment of such successor Trustee relates.
        Whenever there is a successor Trustee with respect to one or more (but
        less than all) series of securities issued pursuant to this Indenture,
        the terms "Indenture" and "Securities" shall have the meanings specified
        in the provisos to the respective definitions of those terms in Section
        101 which contemplate such situation.

                                       43

<PAGE>

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

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

SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

        Any Corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
Corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities; in case
any of the Securities shall not have been authenticated by the Trustee then in
office, any successor by merger, conversion or consolidation to such Trustee may
authenticate such Securities either in the name of such predecessor hereunder or
in the name of the successor Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Securities or in this
Indenture provided that the certificate of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Securities in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

        The Trustee shall comply with TIA Section 311(a). A Trustee which has
resigned or been removed is subject to TIA Section 311(a) to the extent
indicated therein.

SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

        At any time when any of the Securities remain Outstanding the Trustee,
with the concurrence of the Company, may appoint an Authenticating Agent or
Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series, 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. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a Corporation organized and
doing business under the laws of the United States of

                                       44

<PAGE>

America, any State thereof or the District of Columbia authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal,
State or District of Columbia 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.

        Any Corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such Corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

        An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. 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 Company. 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 which shall be acceptable to the Company and shall mail written notice of
such appointment by first class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. 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.

        The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

                                       45

<PAGE>

        If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

        This is one of the Securities of the series designated herein and issued
pursuant to the within-mentioned Indenture.

                                        WELLS FARGO BANK MINNESOTA, N.A.
                                        as Trustee

                                        By
                                           -------------------------------------
                                           As Authenticating Agent

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

                                 ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

        If the Trustee is not acting as Security Registrar for the Securities of
any series, the Company will furnish or cause to be furnished to the Trustee.

                (a)     at intervals of no more than six months commencing after
        the first issue of such series, a list, in such form as the Trustee may
        reasonably require, of the names and addresses of the Holders as of a
        date not more than 15 days prior to the time such information is
        furnished, and

                (b)     at such other times as the Trustee may request in
        writing, within 30 days after the receipt by the Company of any such
        request, a list of similar form and content as of a date not more than
        15 days prior to the time such list is furnished.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

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

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<PAGE>

                (b)     The rights of Holders to communicate with other Holders
        with respect to their rights under this Indenture or under the
        Securities, and the corresponding rights and privileges of the Trustee,
        shall be as provided by TIA Section 312(b).

                (c)     Every Holder of Securities, by receiving and holding the
        same, agrees with the Company and the Trustee that neither the Company
        nor the Trustee nor any agent of either of them shall be held
        accountable by reason of the disclosure of any such information as to
        the names and addresses of the Holders in accordance with Section
        702(b), 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 Section 702(b).

SECTION 703. REPORTS BY TRUSTEE.

        The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to TIA
Section 313, so long as any Securities are Outstanding hereunder, at the times
and in the manner provided pursuant thereto.

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

SECTION 704. REPORTS BY COMPANY.

        The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within
15 days after the same is so required to be filed with the Commission.

                                 ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

        The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person unless: (1) the Person formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety shall be a Corporation, partnership or trust, shall be organized and
validly existing under the laws of the United States of America any State
thereof or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of (and premium,
if any) and interest on all the Securities and the performance or observance of
every covenant of this Indenture on the part of the Company to be performed or
observed; (2) immediately after giving effect to such transaction and treating
any indebtedness

                                       47

<PAGE>

which becomes an obligation of the Company or any Subsidiary as a result of such
transaction as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice
or lapse of time or both, would become an Event of Default, shall have happened
and be continuing; and (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and supplemental indenture comply with
this Article and that all conditions precedent herein provided for relating to
such transaction have been complied with.

SECTION 802. SUCCESSOR SUBSTITUTED.

        Upon any consolidation of the Company with, or merger by the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

        (2)     to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of one or more specified
series) or to surrender any right or power herein conferred upon the Company; or

        (3)     to add any additional Events of Default (and if such Events of
Default are to be for the benefit of less than all series of Securities, stating
that such Events of Default are being included solely for the benefit of one or
more specified series); or

        (4)     to add to or change any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons; or

                                       48

<PAGE>

        (5)     to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided that any such
addition, change or elimination (i) shall neither (A) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (B) modify the rights of the
Holder of any such Security with respect to such provision or (ii) shall become
effective only when there is no such Security Outstanding; or

        (6)     to secure the Securities; or

        (7)     to establish the form or terms of Securities of any series as
permitted by Sections 201 and 301; or

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

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

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

        (1)     change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any such Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502, or
change any Place of Payment where, or the coin or currency in which, any such
Security or any premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption or repayment, on or after the
Redemption Date or any repayment date), or

        (2)     reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver of compliance with certain provisions of

                                       49

<PAGE>

this Indenture or certain defaults hereunder and their consequences provided for
in this Indenture, or

        (3)     modify any of the provisions of this Section 902, Section 513 or
Section 1010, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby; provided
however, that this Clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section 902 and Section 1010, or the deletion of
this proviso, in accordance with the requirements of Sections 611(b) and 901(8).

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

        The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed for such purpose, the Holders on
such record date or their duly designated proxies, and only such Persons, shall
be entitled to consent to such supplemental indenture, whether or not such
Holders remain Holders after such record date; provided, that unless such
consent shall have become effective by virtue of the requisite percentage having
been obtained prior to the date which is 90 days after such record date, any
such consent previously given shall automatically and without further action by
any Holder be canceled and of no further effect.

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

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

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

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

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

                                       50

<PAGE>

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

SECTION 907. NOTICE OF SUPPLEMENTAL INDENTURES.

        Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the Company
shall give notice thereof to the Holders of each Outstanding Security so
affected, pursuant to Section 106, setting forth in general terms the substance
of such supplemental indenture.

                                  ARTICLE TEN
                                    COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

        The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture. In the absence of contrary
provisions with respect to the Securities of any series, interest on the
Securities of any series may, at the option of the Company, be paid by check
mailed to the address of the Person entitled thereto as it appears on the
Security Register.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

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

                                       51

<PAGE>

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

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

        If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the currency in which such series of Securities is payable
sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided or will promptly notify the Trustee of its failure so to act.

        Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, prior to each due date of the principal of (and premium,
if any) or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, or (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its failure so to
act.

        The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

        (1)     hold all sums held by it for the payment of the principal of
(and premium, if any) or interest on Securities of that series in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;

        (2)     give the Trustee notice of any default by the Company (or any
other obligor upon the Securities of that series) in the making of any payment
of principal (and premium, if any) or interest on the Securities of that series;
and

        (3)     at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent.

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

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<PAGE>

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

SECTION 1004. EXISTENCE.

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

SECTION 1005. MAINTENANCE OF PROPERTIES.

        The Company will cause all Principal Properties used or useful in the
conduct of its business to be maintained and kept in good condition, repair and
working order and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance or selling or disposing of any of such Principal
Properties if such discontinuance, sale or disposition is, in the judgment of
the Company, desirable in the conduct of its business and not disadvantageous in
any material respect to the Holders.

SECTION 1006. PAYMENT OF TAXES AND OTHER CLAIMS.

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

                                       53

<PAGE>

SECTION 1007. RESTRICTION ON SECURED DEBT.

                (a)     The Company will not itself, and will not permit any
        Restricted Subsidiary to, incur, issue, assume or guarantee any notes,
        bonds, debentures or other similar evidences of indebtedness for money
        borrowed (notes, bonds, debentures or other similar evidences of
        indebtedness for money borrowed being hereinafter in this Article called
        "Debt"), secured by pledge of, or mortgage or other lien on, any
        Principal Property, now owned or hereafter owned by the Company or any
        Restricted Subsidiary, or any shares of stock or Debt of any Restricted
        Subsidiary held by or owed to the Company (any such pledges, mortgages
        and other liens being hereinafter in this Article called "Lien" or
        "Liens"), without effectively providing that the Securities of each
        series then Outstanding (together with, if the Company shall so
        determine, any other Debt of the Company or such Restricted Subsidiary
        then existing or thereafter created which is not subordinate to the
        Securities of each series then Outstanding) shall be secured equally and
        ratably with (or prior to) such secured Debt, so long as such secured
        Debt shall be so secured; provided, however, that this Section shall not
        apply to, and there shall be excluded from secured Debt in any
        computation under this Section, Debt secured by:

                        (1)     Liens existing on the date of this Indenture;

                        (2)     Liens on any Principal Property acquired,
                constructed or improved by the Company or any Restricted
                Subsidiary after the date of this Indenture which are created or
                assumed contemporaneously with such acquisition, construction or
                improvement, or within 120 days before or after the completion
                thereof, to secure or provide for the payment of all or any part
                of the cost of such acquisition, construction or improvement
                (including related expenditures capitalized for Federal income
                tax purposes in connection therewith) incurred after the date of
                this Indenture;

                        (3)     Liens of or upon any property, shares of capital
                stock or Debt existing at the time of acquisition thereof,
                whether by merger, consolidation, purchase, lease or otherwise
                (including Liens of or upon property, shares of capital stock or
                indebtedness of a corporation existing at the time such
                corporation becomes a Restricted Subsidiary);

                        (4)     Liens in favor of the Company or any Restricted
                Subsidiary;

                        (5)     Liens in favor of the United States of America
                or any State thereof, or any department, agency or
                instrumentality or political subdivision of the United States of
                America or any State thereof or political entity affiliated
                therewith, or in favor of any other country, or any political
                subdivision thereof, to secure partial, progress, advance or
                other payments, or other obligations, pursuant to any contract
                or statute or to secure any Debt incurred for the purpose of
                financing all or any part of the cost of acquiring, constructing
                or improving the property subject to such Liens (including Liens
                incurred in connection with pollution control, industrial
                revenue or similar financings);

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<PAGE>

                        (6)     Liens imposed by law, such as mechanics',
                workmen's, repairmen's, materialmen's, carriers',
                warehousemen's, vendors' or other similar liens arising in the
                ordinary course of business, or governmental (federal, state or
                municipal) liens arising out of contracts for the sale of
                products or services by the Company or any Restricted
                Subsidiary, or deposits or pledges to obtain the release of any
                of the foregoing;

                        (7)     pledges or deposits under workmen's compensation
                laws or similar legislation and Liens of judgments thereunder
                which are not currently dischargeable, or good faith deposits in
                connection with bids, tenders, contracts (other than for the
                payment of money) or leases to which the Company or any
                Restricted Subsidiary is a party, or deposits to secure public
                or statutory obligations of the Company or any Restricted
                Subsidiary, or deposits in connection with obtaining or
                maintaining self- insurance or to obtain the benefits of any
                law, regulation or arrangement pertaining to unemployment
                insurance, old age pensions, social security or similar matters,
                or deposits of cash or obligations of the United States of
                America to secure surety, appeal or customs bonds to which the
                Company or any Restricted Subsidiary is a party, or deposits in
                litigation or other proceedings such as, but not limited to,
                interpleader proceedings;

                        (8)     Liens created by or resulting from any
                litigation or other proceeding which is being contested in good
                faith by appropriate proceedings, including Liens arising out of
                judgments or awards against the Company or any Restricted
                Subsidiary with respect to which the Company or such Restricted
                Subsidiary is in good faith prosecuting an appeal or proceedings
                for review; or Liens incurred by the Company or any Restricted
                Subsidiary for the purpose of obtaining a stay or discharge in
                the course of any litigation or other proceeding to which the
                Company or such Restricted Subsidiary is a party;

                        (9)     Liens for taxes or assessments or governmental
                charges or levies not yet due or delinquent, or which can
                thereafter be paid without penalty, or which are being contested
                in good faith by appropriate proceedings;

                        (10)    Liens consisting of easements, rights-of-way,
                zoning restrictions, restrictions on the use of real property,
                and defects and irregularities in the title thereto, landlords'
                liens and other similar liens and encumbrances which, other than
                liens resulting from action of any governmental authority, do
                not interfere materially with the use of the property covered
                thereby in the ordinary course of the business of the Company or
                such Restricted Subsidiary and do not, in the opinion of the
                Company, materially detract from the value of such properties;
                or

                        (11)    any extension, renewal or replacement (or
                successive extensions, renewals or replacements), as a whole or
                in part, of any Lien referred to in the foregoing clauses (1) to
                (10), inclusive; provided, that (i) such extension, renewal or
                replacement Lien shall be limited to all or a part of the same
                property, shares of stock or Debt that secured the Lien
                extended, renewed or replaced (plus

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<PAGE>

                improvements on such property) and (ii) the Debt secured by such
                Lien at such time is not increased.

                (b)     Notwithstanding the restrictions contained in
        subdivision (a) of this Section, the Company and its Restricted
        Subsidiaries, or any of them, may incur, issue, assume or guarantee Debt
        secured by Liens without equally and ratably securing the Securities of
        each series then Outstanding, provided that, at the time of such
        incurrence, issuance, assumption or guarantee, after giving effect
        thereto and to the retirement of any Debt which is concurrently being
        retired, the aggregate amount of all outstanding Debt secured by Liens
        which could not have been incurred, issued, assumed or guaranteed by the
        Company or a Restricted Subsidiary without equally and ratably securing
        the Securities of each series then Outstanding, except for the
        provisions of this subdivision (b), together with the aggregate amount
        of all Attributable Debt incurred pursuant to Section 1008(b), does not
        at such time exceed 10% of Consolidated Total Assets.

SECTION 1008. RESTRICTION ON SALE AND LEASEBACK TRANSACTIONS.

                (a)     The Company will not itself, and it will not permit any
        Restricted Subsidiary to, enter into any arrangement with any bank,
        insurance company or other lender or investor (not including the Company
        or any Subsidiary) or to which any such lender or investor is a party,
        providing for the leasing by the Company or a Restricted Subsidiary for
        a period, including renewals, in excess of three years of any Principal
        Property which has been or is to be sold or transferred by the Company
        or any Restricted Subsidiary to such lender or investor or to any person
        to whom funds have been or are to be advanced by such lender or investor
        on the security of such Principal Property (herein referred to as a
        "Sale and Leaseback Transaction") unless either:

                        (1)     The Company or such Restricted Subsidiary would,
                at the time of entering into such arrangement, be entitled,
                without equally and ratably securing the Securities of each
                series then Outstanding, to incur Debt secured by a Lien on such
                property, pursuant to paragraphs (1) to (11), inclusive, of
                Section 1007; or

                        (2)     the Company within 120 days after the sale or
                transfer shall have been made by the Company or by a Restricted
                Subsidiary, applies an amount equal to the net proceeds of the
                sale of the Principal Property sold and leased back pursuant to
                such arrangement to the retirement of Funded Debt of the
                Company; provided, that the amount to be applied to the
                retirement of Funded Debt of the Company shall be reduced by (A)
                the principal amount of any Securities delivered within 120 days
                after such sale to the Trustee for retirement and cancellation,
                and (B) the principal amount of Funded Debt, other than
                Securities, voluntarily retired by the Company within 120 days
                after such sale. Notwithstanding the foregoing, no retirement
                referred to in this clause (a)(2) may be effected by payment at
                maturity or pursuant to any mandatory sinking fund payment or
                mandatory prepayment provision.

                (b)     Notwithstanding the restrictions contained in
        subdivision (a) of this Section, the Company and its Restricted
        Subsidiaries, or any of them, may enter into a

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<PAGE>

        Sale and Leaseback Transaction, provided, that at the time of such
        transaction, after giving effect thereto, the aggregate amount of all
        Attributable Debt in respect of Sale and Leaseback Transactions existing
        at such time which could not have been entered into except for the
        provisions of this subdivision (b), together with the aggregate amount
        of all outstanding Debt incurred pursuant to Section 1007(b), does not
        at such time exceed 10% of Consolidated Total Assets.

                (c)     A Sale and Leaseback Transaction shall not be deemed to
        result in the creation of a Lien.

SECTION 1009. DEFEASANCE OF CERTAIN OBLIGATIONS.

        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 301.
The Company may omit to comply with any term, provision or condition set forth
in Sections 1005, 1006, 1007 and 1008, and any such omission with respect to
Sections 1005, 1006, 1007 and 1008 shall not be an Event of Default, in each
case with respect to the Securities of that series, provided that the following
conditions have been satisfied:

        (1)     with reference to this Section 1009, the Company has deposited
or caused to be irrevocably deposited with the Trustee (or another trustee
satisfying the requirements of Section 609) as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of the Securities of that series, (i) money in an amount, or (ii)
U.S. Government Obligations which through the payment of interest and principal
in respect thereof in accordance with their terms will provide not later than
one day before the due date of any payment referred to in clause (A) or (B) of
this subparagraph (1) money in an amount, 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 and discharge (A) the principal of (and premium, if any) and
each installment of principal of (and premium, if any) and interest on the
Outstanding Securities on the Stated Maturity of such principal or installment
of principal and interest and (B) any mandatory sinking fund payments or
analogous payments applicable to the Securities of such series on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and of such Securities;

        (2)     such deposit shall not cause the Trustee with respect to the
Securities of that series to have a conflicting interest as defined in Section
608 and for purposes of the Trust Indenture Act with respect to the Securities
of any series;

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

        (4)     such deposit will not cause any Outstanding Securities then
listed on the New York Stock Exchange or other securities exchange to be
de-listed as a result thereof;

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<PAGE>

        (5)     no Event of Default under Sections 501(6) or (7) or event which
with notice or lapse of time would become an Event of Default under Sections
501(6) or (7) with respect to the Securities of that series shall have occurred
and be continuing on the date of such deposit;

        (6)     the Company has delivered to the Trustee an Opinion of Counsel
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
and defeasance of certain obligations 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 and defeasance had not occurred; and

        (7)     the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated in this
Section have been complied with.

SECTION 1010. WAIVER OF CERTAIN COVENANTS.

        The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1004 to 1008, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

        The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive any such term,
provision or condition. If a record date is fixed for such purpose, the Holders
on such record date or their duly designated proxies, and only such Persons,
shall be entitled to waive any such term, provision or condition hereunder,
whether or not such Holders remain Holders after such record date; provided that
unless the Holders of not less than a majority in principal amount of the
Outstanding Securities of such series shall have waived such term, provision or
condition prior to the date which is 90 days after such record date, any such
waiver previously given shall automatically and without further action by any
Holder be canceled and of no further effect.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE.

        Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

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SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

        The election of the Company to redeem any Securities shall be evidenced
by an Officers' Certificate. The Company shall, at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of:

        (1)     such Redemption Date,

        (2)     if the Securities of such series have different terms and less
than all of the Securities of such series are to be redeemed, the terms of the
Securities to be redeemed, and

        (3)     if less than all the Securities of such series with identical
terms are to be redeemed, the principal amount of such Securities to be
redeemed.

        In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

        If less than all the Securities of like tenor of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of like tenor of such series not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of like tenor of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series.

        The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities 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 shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 1104. NOTICE OF REDEMPTION.

        Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at each such Holder's address
appearing in the Security Register.

        All notices of redemption shall state:

        (1)     the Redemption Date,

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<PAGE>

        (2)     the Redemption Price,

        (3)     if less than all the Outstanding Securities of like tenor of any
series are to be redeemed, the identification (and, in the case of partial
redemption, the principal amounts) of the particular Securities to be redeemed,

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

        (5)     the place or places where such Securities are to be surrendered
for payment of the Redemption Price, and

        (6)     that the redemption is for a sinking fund, if such is the case.

        (7)     Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

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

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

        Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Dates according to their terms
and the provisions of Section 307.

        If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

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<PAGE>

SECTION 1107. SECURITIES REDEEMED IN PART.

        Any Security which is to be redeemed in part shall be surrendered at a
Place of Payment for such series (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or such Holder's attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of the same series
and of like tenor, of any authorized denomination as requested by such Holder,
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered; provided, however, that
if a Global Security is so surrendered, such new Security so issued shall be a
new Global Security in a denomination equal to the unredeemed portion of the
principal of the Global Security so surrendered.

                                 ARTICLE TWELVE
                                  SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE.

        The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

        The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

        The Company (1) may deliver Outstanding Securities of like tenor of a
series (other than any previously called for redemption) and (2) may apply as a
credit Securities of like tenor of a series which have been redeemed either at
the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of like tenor of such series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such series; provided that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

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<PAGE>

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

        Not less than 60 days prior to each sinking fund payment date for
Securities of like tenor of a series, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for such Securities pursuant to the terms of such Securities, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of like tenor of that series pursuant to Section 1202 and, at the
time of delivery of such Officers' Certificate, will also deliver to the Trustee
any Securities to be so delivered. If no such notice shall be delivered by the
Company, such sinking fund payment shall be satisfied by payment of cash. Not
less than 45 days before each such sinking fund payment date the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided
in Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

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

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<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and attested, and in the case of the Trustee its corporate seal to
be hereunto affixed, all as of the day and year first above written.

                                        DELUXE CORPORATION


                                        By  /s/ Douglas J. Treff
                                            -----------------------------------
                                            Douglas J. Treff
                                            Senior Vice President,
                                            Chief Financial Officer

Attest:


/s/ Anthony C. Scarfone
-----------------------------------
Anthony C. Scarfone
Senior Vice President,
General Counsel & Secretary

                                        WELLS FARGO BANK MINNESOTA, N.A.
                                        as Trustee

                                        By  /s/ Michael G. Slade
                                            -----------------------------------
                                            Michael G. Slade
                                            Corporate Trust Officer

Attest:


/s/ Michael T. Lechner
-----------------------------------
Name:  Michael T. Lechner
Title:  Assistant Vice President

                                       63