<PAGE>
                                                                     EXHIBIT 4.1

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




                              COMERICA INCORPORATED

                                       TO

                              JPMORGAN CHASE BANK,

                                     TRUSTEE


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

                          SUBORDINATED DEBT SECURITIES

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




                                    INDENTURE





                             DATED AS OF MAY 1, 2003


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



<PAGE>



                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                        PAGE

<S>                                                                                                      <C>
ARTICLE I   DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......................................1

         Section 1.1    Definitions.......................................................................1
         Section 1.2    Compliance Certificates and Opinions..............................................7
         Section 1.3    Form of Documents Delivered to Trustee............................................7
         Section 1.4    Acts of Holders; Record Dates.....................................................8
         Section 1.5    Notices, Etc., to Trustee and Company.............................................9
         Section 1.6    Notice to Holders; Waiver.........................................................9
         Section 1.7    Conflict With Trust Indenture Act................................................10
         Section 1.8    Effect of Headings and Table of Contents.........................................10
         Section 1.9    Successors and Assigns...........................................................10
         Section 1.10   Separability Clause..............................................................10
         Section 1.11   Benefits of Indenture............................................................10
         Section 1.12   Governing Law....................................................................10
         Section 1.13   Legal Holidays...................................................................11

ARTICLE II  SECURITY FORMS...............................................................................11

         Section 2.1    Forms Generally..................................................................11
         Section 2.2    Form of Face of Security.........................................................11
         Section 2.3    Form of Reverse of Security......................................................13
         Section 2.4    Form of Legend for Global Securities.............................................18
         Section 2.5    Form of Trustee's Certificate of Authentication..................................18

ARTICLE III THE SECURITIES...............................................................................18

         Section 3.1   Amount Unlimited; Issuable in Series..............................................18
         Section 3.2   Denominations.....................................................................21
         Section 3.3   Execution, Authentication, Delivery and Dating....................................21
         Section 3.4   Temporary Securities..............................................................23
         Section 3.5   Registration, Registration of Transfer and Exchange...............................23
         Section 3.6   Mutilated, Destroyed, Lost and Stolen Securities..................................25
         Section 3.7   Payment of Interest; Interest Rights Preserved....................................25
         Section 3.8   Persons Deemed Owners.............................................................26
         Section 3.9   Cancellation......................................................................27
         Section 3.10  Computation of Interest...........................................................27

ARTICLE IV  SATISFACTION AND DISCHARGE...................................................................27

         Section 4.1   Satisfaction and Discharge of Indenture...........................................27
         Section 4.2   Application of Trust Money........................................................29

ARTICLE V   REMEDIES.....................................................................................29

         Section 5.1   Events of Default.................................................................29
         Section 5.2   Acceleration of Maturity; Rescission and Annulment................................30
</TABLE>







                                      -i-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)


<TABLE>
<S>                                                                                                    <C>
         Section 5.3   Collection of Indebtedness and Suits for Enforcement by Trustee..................31
         Section 5.4   Trustee May File Proofs of Claim.................................................32
         Section 5.5   Trustee May Enforce Claims Without Possession of Securities......................32
         Section 5.6   Application of Money Collected...................................................32
         Section 5.7   Limitation on Suits..............................................................33
         Section 5.8   Unconditional Right of Holders to Receive Principal, Premium and Interest........33
         Section 5.9   Restoration of Rights and Remedies...............................................34
         Section 5.10  Rights and Remedies Cumulative...................................................34
         Section 5.11  Delay or Omission Not Waiver.....................................................34
         Section 5.12  Control By Holders...............................................................34
         Section 5.13  Waiver of Past Defaults..........................................................35
         Section 5.14  Undertaking for Costs............................................................35
         Section 5.15  Waiver of Usury, Stay or Extension Laws..........................................35

ARTICLE VI    THE TRUSTEE...............................................................................36

         Section 6.1   Certain Duties and Responsibilities..............................................36
         Section 6.2   Notice of Defaults...............................................................36
         Section 6.3   Certain Rights of Trustee........................................................36
         Section 6.4   Not Responsible for Recitals or Issuance of Securities...........................37
         Section 6.5   May Hold Securities..............................................................38
         Section 6.6   Money Held in Trust..............................................................38
         Section 6.7   Compensation and Reimbursement...................................................38
         Section 6.8   Disqualification; Conflicting Interests..........................................39
         Section 6.9   Corporate Trustee Required; Eligibility..........................................39
         Section 6.10  Resignation and Removal; Appointment of Successor................................39
         Section 6.11  Acceptance of Appointment By Successor...........................................41
         Section 6.12  Merger, Conversion, Consolidation or Succession to Business......................42
         Section 6.13  Preferential Collection of Claims Against Company................................42
         Section 6.14  Appointment of Authenticating Agent..............................................42

ARTICLE VII   HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.........................................43

         Section 7.1   Company to Furnish Trustee Names and Addresses of Holders........................43
         Section 7.2   Preservation of Information; Communications to Holders...........................44
         Section 7.3   Reports by Trustee...............................................................44
         Section 7.4   Reports by Company...............................................................45

ARTICLE VIII  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE......................................45

         Section 8.1   Company May Consolidate, Etc., Only on Certain Terms.............................45
         Section 8.2   Successor Substituted............................................................46
</TABLE>





                                      -ii-


<PAGE>

                               TABLE OF CONTENTS
                                  (continued)


<TABLE>
<S>                                                                                                     <C>
ARTICLE IX     SUPPLEMENTAL INDENTURES..................................................................46

         Section 9.1   Supplemental Indentures Without Consent of Holders...............................46
         Section 9.2   Supplemental Indentures With Consent of Holders..................................47
         Section 9.3   Execution of Supplemental Indentures.............................................48
         Section 9.4   Effect of Supplemental Indentures................................................48
         Section 9.5   Conformity With Trust Indenture Act..............................................49
         Section 9.6   Reference in Securities to Supplemental Indentures...............................49

ARTICLE X      COVENANTS................................................................................49

         Section 10.1  Payment of Principal, Premium and Interest.......................................49
         Section 10.2  Maintenance of Office or Agency..................................................49
         Section 10.3  Money for Securities Payments to be Held in Trust................................50
         Section 10.4  Statement by Officers as to Default..............................................51
         Section 10.5  Existence........................................................................51
         Section 10.6  Maintenance of Properties........................................................51
         Section 10.7  Payment of Taxes and Other Claims................................................51
         Section 10.8  Waiver of Certain Covenants......................................................51

ARTICLE XI     REDEMPTION OF SECURITIES.................................................................52

         Section 11.1  Applicability of Article.........................................................52
         Section 11.2  Election to Redeem; Notice to Trustee............................................52
         Section 11.3  Selection by Trustee of Securities to be Redeemed................................52
         Section 11.4  Notice of Redemption.............................................................53
         Section 11.5  Deposit of Redemption Price......................................................53
         Section 11.6  Securities Payable on Redemption Date............................................53
         Section 11.7  Securities Redeemed in Part......................................................54

ARTICLE XII    SINKING FUNDS............................................................................54

         Section 12.1  Applicability of Article.........................................................54
         Section 12.2  Satisfaction of Sinking Fund Payments With Securities............................54
         Section 12.3  Redemption of Securities for Sinking Fund........................................55

ARTICLE XIII   SUBORDINATION OF SECURITIES..............................................................55

         Section 13.1  Securities Subordinate to Senior Indebtedness....................................55
         Section 13.2  Payment Over of Proceeds Upon Dissolution, Etc...................................55
         Section 13.3  Prior Payment to Senior Indebtedness Upon Acceleration of Securities.............56
         Section 13.4  No Payment When Senior Indebtedness Default......................................57
         Section 13.5  Payment Permitted if No Default..................................................57
         Section 13.6  Subrogation to Rights of Holders of Senior Indebtedness..........................58
         Section 13.7  Provisions Solely to Define Relative Rights......................................58
         Section 13.8  Trustee to Effectuate Subordination..............................................58
         Section 13.9  No Waiver of Subordination Provisions............................................59
</TABLE>





                                     -iii-

<PAGE>
                               TABLE OF CONTENTS
                                  (continued)

<Table>
<S>                                                                                                      <C>

         Section 13.10  Notice to Trustee................................................................59
         Section 13.11  Reliance on Judicial Order or Certificate of Liquidating Agent...................60
         Section 13.12  Trustee Not Fiduciary for Holders of Senior Indebtedness or Entitled
                        Persons..........................................................................60
         Section 13.13  Rights of Trustee as Holder of Senior Indebtedness or Entitled Person;
                        Preservation of Trustee's Rights.................................................60
         Section 13.14  Article Applicable to Paying Agents..............................................61
         Section 13.15  Payment of Proceeds in Certain Cases.............................................61

ARTICLE XIV    DEFEASANCE AND COVENANT DEFEASANCE........................................................62

         Section 14.1   Applicability of Article; Company's Option to Effect Defeasance or
                        Covenant Defeasance..............................................................62
         Section 14.2   Defeasance and Discharge.........................................................63
         Section 14.3   Covenant Defeasance..............................................................63
         Section 14.4   Conditions to Defeasance or Covenant Defeasance..................................63
         Section 14.5   Deposited Money and U.S. Government Obligations to be Held in Trust;
                        Other Miscellaneous Provisions...................................................66
         Section 14.6   Reinstatement....................................................................66
</Table>







                                      -iv-
<PAGE>
                              COMERICA INCORPORATED
                 CERTAIN SECTIONS OF THIS INDENTURE RELATING TO
                   SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE
                          TRUST INDENTURE ACT OF 1939:

<Table>
<Caption>

       TRUST INDENTURE                                                               INDENTURE
         ACT SECTION                                                                  SECTION
<S>                                                                               <C>
Section 310 (a)(1).....................................................             6.9
(a)(2).................................................................             6.9
(a)(3).................................................................             Not Applicable
(a)(4).................................................................             Not Applicable
(b)....................................................................             6.8
                                                                                    6.10
                                                                                    6.13
Section 311 (a)........................................................             6.13
(b)....................................................................             6.13
Section 312 (a)........................................................             7.1
(b)....................................................................             7.2(a)
(c)....................................................................             7.2(b)
Section 313 (a)........................................................             7.3(a)
(b)....................................................................             7.3(a)
(c)....................................................................             7.3(a)
(d)....................................................................             7.3(b)
Section 314 (a)........................................................             7.4
(a)(4).................................................................             1.2
                                                                                    10.4
(b)....................................................................             Not Applicable
(c)(1).................................................................             1.2
(c)(2).................................................................             1.2
(c)(3).................................................................             Not Applicable
(d)....................................................................             Not Applicable
(e)....................................................................             1.2
Section 315 (a)........................................................             6.1
(b)....................................................................             6.2
(c)....................................................................             6.1
(d)....................................................................             6.1
(d)(1).................................................................             6.1
(d)(2).................................................................             6.1
(d)(3).................................................................             6.1
(e)....................................................................             5.14
Section 316 (a)(1)(A)..................................................             5.2
                                                                                    5.12
(a)(1)(B)..............................................................             5.13
(a)(2).................................................................             Not Applicable
(b)....................................................................             5.8
(c)....................................................................             1.4(c)
Section 317 (a)(1).....................................................             5.3
(a)(2).................................................................             5.4
(b)....................................................................             10.3
Section 318 (a)........................................................             1.7
</Table>







                                       v

<PAGE>
         INDENTURE, dated as of May 1, 2003, between COMERICA INCORPORATED, a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), having its principal office at Comerica Tower at
Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226 and JPMORGAN CHASE
BANK, a New York banking corporation, 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
subordinated 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.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE I
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.1           DEFINITIONS.

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

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

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

         (3) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
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 at the
date of such computation; and

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

         "Act", when used with respect to any Holder, has the meaning specified
in Section 1.4.



<PAGE>
         "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.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Authorized Officer" means any officer of the Company designated by a
resolution of the Board of Directors to take certain actions as specified in
this Indenture.

         "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of 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, or by action of an Authorized Officer designated as such
pursuant to a resolution of the Board of Directors, and to be in full force and
effect on the date of such certification, and delivered to the Trustee.

         "Business Day", 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 in that Place of Payment are authorized or obligated by law
or executive order to close.

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

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

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

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office as of the date hereof is located at 4 New York Plaza,
15th Floor, New York, NY 10004, Attention Institutional Trust Services.

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







                                       2
<PAGE>
         "Defaulted Interest" has the meaning specified in Section 3.7.

         "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 Person designated as Depositary for such series by the Company
pursuant to Section 3.1, which Person shall be a clearing agency registered
under the Exchange Act.

         "Entitled Person" means any person entitled to payment pursuant to the
terms of Other Financial Obligations.

         "Event of Default" has the meaning specified in Section 5.1.

         "Excess Proceeds" has the meaning specified in Section 13.15.

         "Exchange Act" means the Securities Exchange Act of 1934 as it may be
amended and any successor act thereto.

         "Global Security" means a Security bearing the legend prescribed in
Section 2.4 evidencing all or part of a series of Securities, authenticated and
delivered 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.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 3.1.

         "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.

         "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, a Vice Chairman of the Board, the President, the Chief Financial
Officer or a Vice President, and by the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee. One of the officers signing an Officers' Certificate given pursuant to
Section 10.4 shall be the principal executive, financial or accounting officer
of the Company.






                                       3

<PAGE>
         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company and who shall be acceptable to the Trustee.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

         "Other Financial Obligations" means, unless otherwise determined with
respect to any series of Securities pursuant to Section 3.1, all obligations of
the Company to make payment pursuant to the terms of financial instruments, such
as (i) securities contracts and currency and foreign exchange contracts and (ii)
derivative instruments, such as swap agreements (including interest rate and
currency and foreign exchange rate swap agreements), cap agreements, floor
agreements, collar agreements, interest rate agreements, foreign exchange
agreements, options, commodity future contracts and commodity options contracts,
other than (x) obligations on account of Senior Indebtedness and (y) obligations
on account of indebtedness for money borrowed ranking pari passu with or
subordinate to the Securities.

         "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 cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (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 therefore
         satisfactory to the Trustee has been made;

                  (iii) Securities which have been paid pursuant to Section 3.6
         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; and

                  (iv) Securities which have been defeased pursuant to Section
         14.2 hereof;

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, (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 5.2, (ii) the principal amount of a Security
denominated in one or more foreign currencies or currency units shall be the
U.S. dollar equivalent, determined in the manner provided as contemplated by
Section 3.1 on 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





                                       4
<PAGE>
equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security 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 a Responsible Officer of 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 or any premium or interest on any Securities on behalf of the
Company.

         "Person" means any individual, corporation, limited liability company,
partnership, joint venture, 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 any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 3.1.

         "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 3.6 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.

         "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or 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 3.1.

         "Responsible Officer", when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

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

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.







                                       5
<PAGE>
         "Senior Indebtedness" means, unless otherwise determined with respect
to any series of Securities pursuant to Section 3.1, the principal of (and
premium, if any) and interest on (a) all indebtedness of the Company for money
borrowed or purchased (including indebtedness of others for money borrowed or
purchased guaranteed by the Company), whether outstanding on the date of
execution of this Indenture or thereafter created, assumed or incurred other
than (i) the Securities, whether outstanding on the date of this Indenture or
thereafter issued, (ii) the Company's existing subordinated indebtedness, if
any, and (iii) such other indebtedness of the Company as by its terms is
expressly stated to be not superior in right of payment to the Securities or to
rank pari passu in right of payment with the Securities and (b) amendments,
renewals, extensions, modifications and refundings of any such Senior
Indebtedness. For the purposes of this definition, "indebtedness for money
borrowed," when used with respect to the Company, means (i) any obligation of,
or any obligation guaranteed by, the Company for the repayment of borrowed or
purchased money, whether or not evidenced by bonds, debentures, notes or other
written instruments, and direct credit substitutes, (ii) any deferred payment
obligation of, or any such obligation guaranteed by, the Company for the payment
of the purchase price of property or assets evidenced by a note or similar
instrument and (iii) any obligation of, or any such obligation guaranteed by,
the Company for the payment of rent or other amounts under a lease of property
or assets, which obligation is required to be classified and accounted for as a
capitalized lease on the balance sheet of the Company under generally accepted
accounting principles.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7.

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

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




                                       6

<PAGE>
         "Vice President", when used with respect to the Company or the Trustee,
means any vice president (but shall not include any assistant vice president),
whether or not designated by a number or a word or words added before or after
the title "vice president".

         "Wholly-owned Subsidiary" means any Subsidiary all of whose outstanding
voting stock (other than directors' qualifying shares) shall at the time be
owned by the Company or one or more of its Wholly-owned Subsidiaries.

SECTION 1.2    COMPLIANCE CERTIFICATES AND OPINIONS.

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

         Every certificate or opinion (other than the Officers' Certificate
delivered under Section 10.4 hereof) 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 as to whether or not such covenant or condition has been
complied with; and

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

SECTION 1.3    FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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





                                       7
<PAGE>
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.

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

SECTION 1.4    ACTS OF HOLDERS; RECORD DATES.

         (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 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 6.1) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

         Without limiting the generality of the foregoing, a Holder, including a
Depositary that is a Holder of a Global Security, may make, give or take, by a
proxy, or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted in this Indenture to be made, given or taken by Holders, and a
Depositary that is a Holder of a Global Security may provide its proxy or
proxies to the beneficial owners of interest in any such Global Security.

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

         (c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders 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





                                       8
<PAGE>
7.1) 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.

         (d) The ownership of Securities shall be proved by the Security
Register.

         (e) 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.

         (f) Without limiting the foregoing, a Holder entitled hereunder to give
or take any action hereunder with regard to any particular Security may do so
with regard to all or any part of the principal amount of such Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any different part of such principal amount.

SECTION 1.5    NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

         (1) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or with
the Trustee at its Corporate Trust Office, Attention: Institutional Trust
Services, with a copy to the office of the Trustee located at 250 West Huron
Road, Suite 220, Cleveland, Ohio 44113, Attention: David Kovach, or

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

SECTION 1.6    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 his address as it appears in the Security Register not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. 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







                                       9
<PAGE>
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

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

SECTION 1.7    CONFLICT WITH TRUST INDENTURE ACT.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required thereunder 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 1.8    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 1.9    SUCCESSORS AND ASSIGNS.

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

SECTION 1.10   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 1.11   BENEFITS OF INDENTURE.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than (a) the parties hereto and their successors
hereunder, (b) the holders of Senior Indebtedness, (c) the Holders and (d)
subject to Section 13.15, Entitled Persons in respect of Other Financial
Obligations, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

SECTION 1.12   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
CONFLICTS OF LAW RULES OF SUCH STATE.







                                       10
<PAGE>

SECTION 1.13          LEGAL HOLIDAYS.

         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
(other than a provision of the Securities of any series which specifically
states that such provision shall apply in lieu of this Section)) 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 for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.

                                   ARTICLE II
                                 SECURITY FORMS

SECTION 2.1           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 or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
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. If 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 3.3 for the authentication and delivery of such
Securities.

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

SECTION 2.2           FORM OF FACE OF SECURITY.

         The face of any series of Securities shall, unless otherwise
established by or pursuant to a Board resolution, be in substantially the form
set forth below:


                  "THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE
         FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY FEDERAL OR OTHER
         GOVERNMENTAL AGENCY.

                  [Insert any legend required by the Internal Revenue Code of
         1986, as amended, and the regulations thereunder.]




                                       11
<PAGE>





                              COMERICA INCORPORATED

                        _________________________________


         No.____________
               $____________________

                  Comerica Incorporated, a corporation duly organized and
         existing under the laws of the State of Delaware (herein called the
         "Company", which term includes any successor Person under the Indenture
         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, semi-annually on
         ___________________ and_______________ in each year, 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


                                       12
<PAGE>




         for. Interest on any overdue principal shall be payable on demand. Any
         interest on any overdue principal 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 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
         the City of New York, in such coin or currency of [the United States of
         America] [insert other currency, if applicable] 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].

                  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 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 under its corporate seal.

         Dated:

                                                     COMERICA INCORPORATED


                                                     By:________________________

         Attest:

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

SECTION 2.3           FORM OF REVERSE OF SECURITY.

         The reverse of any series of Securities shall, unless otherwise
established by or pursuant to a Board resolution, be in substantially the form
set forth below:

                  "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 May 1, 2003
         (herein called the "Indenture"), between the Company and JPMorgan Chase
         Bank, as trustee (herein called the


                                       13
<PAGE>


         "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, the holders of Senior Indebtedness, Entitled Persons 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 $_______________].

                  [If applicable, insert -- The Securities of this series are
         subject to redemption upon not less than 30 days' notice by mail, [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 _________________, 20___], 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,



<TABLE>
<CAPTION>
                            REDEMPTION                            REDEMPTION
             YEAR             PRICE               YEAR               PRICE
             ----           ----------            ----            ----------

<S>                        <C>                    <C>             <C>



</TABLE>






         and thereafter at a Redemption Price equal to ______% of the principal
         amount, 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, but interest installments
         whose Stated Maturity is on or prior to such Redemption Date will be
         payable to the Holders of such Securities, 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 applicable, insert -- The Securities of this series are
         subject to redemption upon not less than 30 days' notice by mail (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 for redemption through operation
         of the sinking fund (expressed as percentages of the principal amount)
         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: If redeemed during the
         12-month period beginning ______________________ of the years
         indicated,




                                       14
<PAGE>

<TABLE>
<CAPTION>
                                           REDEMPTION PRICE                         REDEMPTION PRICE FOR
                                            FOR REDEMPTION                          REDEMPTION OTHERWISE
                                           THROUGH OPERATION                       THAN THROUGH OPERATION
                 YEAR                     OF THE SINKING FUND                        OF THE SINKING FUND
        ----------------------- ----------------------------------------- ------------------------------------------
<S>                                       <C>                                      <C>








</TABLE>


         and thereafter at a Redemption Price equal to _______% of the principal
         amount, together, in the case of any such redemption (whether through
         operation of the sinking fund or otherwise), with accrued interest to
         the Redemption Date, but interest installments whose Stated Maturity is
         on or prior to such Redemption Date will be payable to the Holders of
         such Securities, 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].]

                  [If the Security is subject to redemption, insert -- In the
         event of redemption of this Security in part only, a new Security or
         Securities of this series and of like tenor for the unredeemed portion
         hereof will be issued in the name of the Holder hereof upon the
         cancellation hereof.]

                  [If applicable, insert -- The Security is not subject to
         redemption prior to maturity.]

                  [If applicable, insert -- The Indenture contains provisions
         for defeasance at any time of [(a)] [the entire indebtedness evidenced
         by this Security] [and (b)] [certain restrictive covenants,] [in each
         case] upon compliance by the Company with certain conditions set forth
         therein, which provisions apply to this Security.]




                                       15
<PAGE>

                  The indebtedness evidenced by this Security is, to the extent
         provided in the Indenture, subordinate and subject in right of payment
         to the prior payment in full of all Senior Indebtedness, and this
         Security is issued subject to the provisions of the Indenture with
         respect thereto. This Security is also issued subordinate and subject
         to the provisions of the Indenture regarding prior payment in full to
         Entitled Persons in respect of Other Financial Obligations. The
         Indenture also provides that if, upon the occurrence of certain events
         of bankruptcy or insolvency relating to the Company, there remains,
         after giving effect to such subordination provisions, any amount of
         cash, property or securities available for payment or distribution in
         respect of Securities of this series ("Excess Proceeds"), and if, at
         such time, any Entitled Person has not received payment in full of all
         amounts due or to become due on or in respect of Other Financial
         Obligations, then such Excess Proceeds shall first be applied to pay or
         provide for the payment in full of such Other Financial Obligations
         before any payment or distribution may be made in respect of Securities
         of this series. Each Holder of this Security, by accepting the same,
         (a) agrees to and shall be bound by such provisions, (b) authorizes and
         directs the Trustee on his behalf to take such action as may be
         necessary or appropriate to effectuate the subordination and payment of
         Excess Proceeds as provided in the Indenture and (c) appoints the
         Trustee his attorney-in-fact for any and all such purposes.

                  [If the Security is not an Original Issue Discount Security,
         insert -- The principal of this Security may not be declared due and
         payable upon the occurrence of an Event of Default, except an Event of
         Default relating to certain events involving the bankruptcy, insolvency
         or reorganization of the Company. If an Event of Default with respect
         to Securities of this series relating to certain events involving the
         bankruptcy, insolvency or reorganization of the Company shall occur and
         be continuing, the principal of the Securities of this series may be
         declared due and payable in the manner and with the effect provided in
         the Indenture.]

                  [If the Security is an Original Issue Discount Security,
         insert -- The principal of this Security may not be declared due and
         payable upon the occurrence of an Event of Default, except an Event of
         Default relating to certain events involving the bankruptcy, insolvency
         or reorganization of the Company. If an Event of Default with respect
         to Securities of this series relating to certain events involving the
         bankruptcy, insolvency or reorganization of the Company shall occur and
         be continuing, an amount of principal of the Securities of this series
         may be declared due and payable in the manner and with the effect
         provided in the Indenture. Such amount shall be equal to -- insert
         formula for determining the amount. Upon payment [if applicable, insert
         -- (i)] of the amount of principal so declared due and payable [if
         applicable, insert -- 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.]




                                       16
<PAGE>


                  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
         a majority in principal amount of the Securities at the time
         Outstanding of each series to be affected. The Indenture also contains
         provisions permitting the Holders of specified percentages in 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
         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 herefor or in lieu hereof, whether or
         not notation of such consent or waiver is made upon this Security.

                  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 any premium 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 registration of transfer at the office or agency of the Company in
         any place where the principal of and any premium 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 his attorney
         duly authorized in writing, and thereupon one or more new Securities of
         this series and of like tenor, 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 $ ______________ and any
         integral multiple [of $1,000 in excess] thereof. 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
         as the owner hereof for all


                                       17
<PAGE>


         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.

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

SECTION 2.4           FORM OF LEGEND FOR GLOBAL SECURITIES.

         Any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:

                  "This Security is a Global Security within the meaning of the
         Indenture hereinafter referred to and is registered in the name of a
         Depositary or a nominee thereof. This Security may not be transferred
         to, or registered or exchanged for Securities registered in the name
         of, any Person other than the Depositary or a nominee thereof or a
         successor of such Depositary or a nominee of such successor, and no
         such transfer may be registered, except in the limited circumstances
         described in the Indenture. Every Security authenticated and delivered
         upon registration of transfer of, or in exchange for or in lieu of,
         this Security shall be a Global Security subject to the foregoing,
         except in such limited circumstances."

SECTION 2.5           FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

         The Trustee's certificates of authentication shall be in substantially
the following form:

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

                                               JPMORGAN CHASE BANK,
                                               As Trustee



                                               By:___________________________
                                                       Authorized Signer"



                                   ARTICLE III
                                 THE SECURITIES

SECTION 3.1           AMOUNT UNLIMITED; ISSUABLE IN SERIES.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.3,
set forth, or determined in the manner


                                       18
<PAGE>


provided, in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the 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 exchange for, or in lieu of, other
         Securities of the series pursuant to Section 3.4, 3.5, 3,6, 9.6 or 11.7
         and except for any Securities which, pursuant to Section 3.3, 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 of the Securities
         of the series is payable;

                  (5) the rate or rates at which the Securities of the series
         shall bear interest, if any, the date or dates from which such interest
         shall accrue, the Interest Payment Dates on which any such interest
         shall be payable and the Regular Record Date for any interest payable
         on any Interest Payment Date;

                  (6) the place or places, in addition to the City of New York,
         where the principal of and any premium and interest on Securities of
         the series shall be payable;

                  (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;

                  (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 minimum denominations of $250,000 and any
         integral multiple of $1,000 in excess thereof, 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 and the manner of determining the
         equivalent thereof in the currency of the United States of America for
         purposes of the definition of "Outstanding" in Section 1.1;




                                       19
<PAGE>


                  (11) if the amount of payments of principal of or any premium
         or interest on any Securities of the series may be determined with
         reference to an index or formula, the manner in which such amounts
         shall be determined;

                  (12) 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;

                  (13) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series which shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 5.2;

                  (14) the application, if any, of either or both of Section
         14.2 and Section 14.3 to the Securities of the series;

                  (15) whether the Securities of the series shall be issuable in
         whole or in part in the form of one or more Global Securities and, in
         such case, the Depositary or Depositaries for such Global Security or
         Global Securities and any circumstances other than those set forth in
         Section 3.5 in which any such Global Security may be transferred to,
         and registered and exchanged for Securities registered in the name of,
         a Person other than the Depositary for such Global Security or a
         nominee thereof;

                  (16) if other than as specified in Section 5.1, the Events of
         Default applicable with respect to the Securities of the series;

                  (17) the Events of Default set forth in Section 5.1 applicable
         with respect to the Securities of the series, if fewer than all of the
         Events of Default set forth in Section 5.1;

                  (18) if other than as specified in Section 5.2, the Events of
         Default the occurrence of which would permit the declaration of the
         acceleration of Maturity pursuant to Section 5.2;

                  (19) the Events of Default the occurrence of which would
         permit the declaration of Maturity pursuant to Section 5.2, if fewer
         than all of the Events of Default set forth in Section 5.2;

                  (20) any other covenant or warranty included for the benefit
         of Securities of the series in addition to (and not inconsistent with)
         those included in this Indenture for the benefit of Securities of all
         series, or any other covenant or warranty included for the benefit of
         Securities of the series in lieu of any covenant or warranty included
         in this Indenture for the benefit of Securities of all series, or any
         provision that any covenant or warranty included in this Indenture for
         the benefit of Securities of all series shall not be for the benefit of
         Securities of such series, or any combination of such covenants,
         warranties or provisions;




                                       20
<PAGE>

                  (21) if other than as specified on Article XIII, the
         subordination provisions applicable with respect to the Securities of
         the series, including a different definition of the terms "Senior
         Indebtedness," "Entitled Persons" or "Other Financial Obligations"; and

                  (22) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture, except as permitted
         by Section 9.1(5)).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 3.3) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

         Unless otherwise provided with respect to the Securities of any series,
at the option of the Company, interest on the Securities of any series that
bears interest may be paid by mailing a check to the address of the Person
entitled thereto as such address shall appear in the Security Register.

         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.

SECTION 3.2           DENOMINATIONS.

         The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 3.1. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
minimum denominations of $1,000 and any integral multiple of $1,000 in excess
thereof.

SECTION 3.3           EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. 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, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established in or


                                       21
<PAGE>


pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1,
in authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon, an Opinion of Counsel stating,

         (a) if the form of such Securities has been established by or pursuant
to Board Resolution as permitted by Section 2.1, that such form has been
established in conformity with the provisions of this Indenture;

         (b) if the terms of such Securities (or the manner of determining such
terms) have been established by or pursuant to Board Resolution as permitted by
Section 3.1, that such terms (or the manner of determining such terms) have been
established in conformity with the provisions of this Indenture; and

         (c) that such Securities, when authenticated and delivered by the
Trustee and issued by the Company 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
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

If such form 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.

         Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

         Each Security shall be dated the date of its authentication.

         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 of an Authorized Officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. 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 3.9, 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.




                                       22
<PAGE>


SECTION 3.4           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,
mimeographed 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 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 one or more
definitive Securities of the same series, of any authorized denominations and of
a like aggregate principal amount and tenor. 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 3.5           REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office being herein
sometimes referred to as 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 in a Place of Payment for that 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.

         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 such office or agency. 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.




                                       23
<PAGE>

         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 his attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company or the Trustee 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 3.4, 9.6 or 11.7 not involving any transfer.

         The Company 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 11.3 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 and except as otherwise specified or
contemplated by Section 3.1, if at any time the Depositary for the Securities of
a series notifies the Company that it is unwilling or unable to continue as a
Depositary for the Securities of such series or if at any time the Depositary
for Securities of a series shall no longer be registered or in good standing
under the Exchange Act, or other applicable statute or regulation, the Company
shall appoint a successor Depositary with respect to the Securities of such
series. If a successor Depositary for the Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, the Company will execute, and the Trustee,
upon Company Request, will authenticate and deliver, Securities of such series
in definitive form in an aggregate principal amount equal to the principal
amount of the Global Security or Global Securities representing Securities of
such series in exchange for such Global Security or Global Securities.

         In the event that the Company at any time and in its sole discretion
determines that the Securities of any series issued in the form of one or more
Global Securities shall no longer be represented by such Global Security or
Global Securities, the Company will execute, and the Trustee, upon Company
Request, will authenticate and deliver Securities of such series in definitive
form and in an aggregate principal amount equal to the principal amount of the
Global Security or Global Securities representing such series in exchange for
such Global Security or Global Securities.

         Upon the occurrence in respect of any Global Security of any series of
any one or more of the conditions specified in the preceding two paragraphs or
such other conditions as may be specified as contemplated by Section 3.1 for
such series, such Global Security may be exchanged for Securities registered in
the names of, and the transfer of such Global Security may be registered to,
such Persons (including Persons other than the Depositary with respect to such
series and its nominees) as such Depositary shall direct. Notwithstanding any
other provision of this Indenture, any Security authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, any Global
Security shall also be a Global Security and shall bear the


                                       24
<PAGE>


legend specified in Section 2.4, except for any Security authenticated and
delivered in exchange for, or upon registration of transfer of, a Global
Security pursuant to the preceding sentence.

SECTION 3.6           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
therefore, 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 protected
purchaser, the Company shall execute, and 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 3.7           PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         Except as otherwise provided as contemplated by Section 3.1 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 at the close of business on the Regular Record Date
for such interest.

         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 forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of


                                       25

<PAGE>

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 his 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 3.8       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 as the owner of such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 3.7) any 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.



                                       26
<PAGE>



         No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, 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 for all purposes whatsoever. Notwithstanding the foregoing, 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 interests, the operation of customary practices
governing the exercise of the rights of the Depositary (or its nominee) as
Holder of any Security.

SECTION 3.9       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 cancelled 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 cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of by the Trustee in accordance
with its then customary procedures unless otherwise directed by a Company Order.

SECTION 3.10      COMPUTATION OF INTEREST.

         Except as otherwise specified as contemplated by Section 3.1 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 IV
                           SATISFACTION AND DISCHARGE

SECTION 4.1       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 3.6 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust,



                                       27

<PAGE>


                  as provided in Section 10.3) 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 the Securities are payable, or U.S. Government
                  Obligations, maturing as to principal and interest at such
                  times as will assure the availability of cash, sufficient to
                  pay and discharge the entire indebtedness on such Securities
                  not theretofore delivered to the Trustee for cancellation, for
                  principal and any premium and interest to the date of such
                  deposit (in the case of Securities which have become due and
                  payable) or to the 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 6.7, the obligations (if
any) of the Trustee to any Authenticating Agent under Section 6.14 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 4.2 and the
last paragraph of Section 10.3 shall survive.

         In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of all series as to which it is Trustee and if the other conditions
thereto are met. In the event there are two or more Trustees hereunder, then the
effectiveness of any such instrument shall be conditioned upon receipt of such
instruments from all Trustees hereunder.



                                       28
<PAGE>


SECTION 4.2       APPLICATION OF TRUST MONEY.

         Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 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 any premium and
interest for whose payment such money has been deposited with the Trustee. Money
deposited and held in trust pursuant to this Section shall not be subject to
claims of the holders of Senior Indebtedness or of Entitled Persons under
Article XIII.

                                    ARTICLE V
                                    REMEDIES

SECTION 5.1       EVENTS OF DEFAULT.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default, whether it shall be occasioned by the provisions of Article
XIII 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 series of
         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 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

                  (5) the entry by a court or a governmental authority 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 a petition
         seeking reorganization,


                                       29
<PAGE>





         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 substantially all of its assets or ordering
         the winding up or liquidation of the affairs of the Company, and the
         continuance of any such decree or order for relief or any such other
         decree or order unstayed and in effect for a period of 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 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 substantially all of its assets; or

                  (7) any other Event of Default provided with respect to
         Securities of that series.

SECTION 5.2       ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default specified in Sections 5.1(5) or 5.1(6) with
respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in 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 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 amount) shall become immediately due and
payable.

         At any time after such a declaration of acceleration with respect to
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 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:

                  (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 any interest
                  thereon at the rate or rates prescribed therefor in such
                  Securities,



                                       30
<PAGE>


                           (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
                  6.7; 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 5.13.

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

SECTION 5.3       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, or

                  (3)      default is made in the making or satisfaction of any
         sinking fund payment or analogous obligation when the same becomes due
         pursuant to the terms of any Security,

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

         If an Event of Default with respect to 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.




                                       31
<PAGE>


SECTION 5.4       TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.7.

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

SECTION 5.5       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 shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         In connection with any filing of any claims pursuant to Section
317(a)(2) of the Trust Indenture Act, the Trustee shall be entitled (i) to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same, and (ii) unless prohibited by law or
applicable regulation, to vote on behalf of the Holders for the election of a
trustee in bankruptcy or similar official, and any receiver, trustee or similar
official in any proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, if the Trustee consents to the making of such
payments directly to the Holders, to pay to the Trustee any amounts due it for
reasonable compensation, expenses, disbursements and advances of the Trustee or
any predecessor Trustee under Section 6.7.

SECTION 5.6       APPLICATION OF MONEY COLLECTED.

         Subject to Article XIII, 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


                                       32
<PAGE>


distribution of such money on account of principal or any premium 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 or any predecessor
Trustee under Section 6.7; and

         SECOND: To the payment of the amounts then due and unpaid for principal
of and any premium 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 any premium and interest, respectively.

SECTION 5.7       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 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 5.8       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 any premium and (subject to Section 3.7)
any interest on such Security on the Stated Maturity or


                                       33
<PAGE>


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 5.9       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 5.10      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 3.6, 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 5.11      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 5.12      CONTROL BY HOLDERS.

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

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

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



                                       34
<PAGE>


                  (3) subject to the provisions of Section 6.1, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall, by a Responsible Officer or Officers of
         the Trustee, determine that the proceeding so directed would involve
         the Trustee in personal liability.

SECTION 5.13      WAIVER OF PAST DEFAULTS.

         The Holders of not less than a majority in 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 any premium or
         interest on any Security of such series, or

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

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

SECTION 5.14      UNDERTAKING FOR COSTS.

         All parties to this Indenture agree, and each Holder of any Securities
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.14 shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding 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 Securities on or after the Stated Maturity or
Maturities expressed in such Securities (or, in the case of redemption, on or
after the Redemption Date).

SECTION 5.15      WAIVER OF USURY, 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 usury, 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


                                       35
<PAGE>


the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                   ARTICLE VI
                                   THE TRUSTEE

SECTION 6.1       CERTAIN DUTIES AND RESPONSIBILITIES.

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

SECTION 6.2       NOTICE OF DEFAULTS.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
5.1(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.

SECTION 6.3       CERTAIN RIGHTS OF TRUSTEE.

         Subject to the provisions of Section 6.1:

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

                  (b)      any request or direction of the Company mentioned
         herein shall be sufficiently evidenced by a Company Request or Company
         Order and any resolution of the Board of Directors 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 advice
         of such counsel or any Opinion of Counsel shall be full and complete
         authorization and protection in respect


                                       36
<PAGE>

         of any action taken, suffered or omitted by it hereunder in good faith
         and in reliance thereon;

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

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

                  (i)      the Trustee shall not be charged with knowledge of
         any default or Event of Default with respect to the Securities, unless
         either (1) a Responsible Officer shall have actual knowledge of such
         default or Event of Default or (2) written notice of such default or
         Event of Default shall have been given to the Trustee by the Company or
         by any Holder of the Securities; and

                  (j)      the permissive rights of the Trustee enumerated
         herein shall not be construed as duties.

SECTION 6.4       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 the Trustee or any Authenticating Agent assumes no
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.


                                       37
<PAGE>


SECTION 6.5       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 Sections
6.8 and 6.13, 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 6.6       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 6.7       COMPENSATION AND REIMBURSEMENT.

         The Company agrees:

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

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

                  (3)      to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence or
         bad faith on its part, arising out of or in connection with the
         acceptance or administration of the trust or trusts hereunder,
         including the reasonable costs and expenses of defending itself against
         any claim or liability in connection with the exercise or performance
         of any of its powers or duties hereunder.

         To secure the Company's obligations under this Section, the Trustee
shall have a lien prior to the Securities upon all money or property held or
collected by the Trustee in its capacity as Trustee, except for such money and
property which is held in trust to pay principal (and premium, if any) or
interest on particular Securities.

         When the Trustee incurs any expenses or renders any services after the
occurrence of an Event of Default specified in Section 5.1(5) or (6), such
expenses and the compensation for such services are intended to constitute
expenses of administration under the United States Bankruptcy Code (Title 11 of
the United States Code) or any similar federal or state law for the relief of
debtors.


                                       38
<PAGE>

         The obligations of the Company under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture and the removal and resignation of the Trustee.

SECTION 6.8          DISQUALIFICATION; CONFLICTING INTERESTS.

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

SECTION 6.9       CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

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

SECTION 6.10      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 6.11.

                  (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 6.11 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:

                           (1)      the Trustee shall fail to comply with
                  Section 6.8 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


                                       39
<PAGE>


                           (2)      the Trustee shall cease to be eligible under
                  Section 6.9 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 5.14, 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 6.11. 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 6.11, 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 6.11, 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 to all Holders of Securities of such series in
         the manner provided in Section 1.6. Each notice shall include the name
         of the successor Trustee with respect to the Securities of such series
         and the address of its Corporate Trust Office.

                                       40
<PAGE>


SECTION 6.11          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.

                  (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.


                                       41
<PAGE>





                  (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 6.12          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.

SECTION 6.13          PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

SECTION 6.14          APPOINTMENT OF AUTHENTICATING AGENT.

         The Trustee may appoint an Authenticating Agent or Agents (which may be
an affiliate of the Company) 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 issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.6, 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 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 or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.




                                       42
<PAGE>





         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.

         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 alternative
certificate of authentication in the following form:

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

                                               JPMORGAN CHASE BANK
                                               As Trustee

                                               By:_____________________________
                                                        As Authenticating Agent

                                               By:_____________________________
                                                        Authorized Officer"

                                   ARTICLE VII
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1           COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

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




                                       43
<PAGE>





                  (a) semi-annually, not later than May 1 and November 1 in each
         year, a list for each series, in such form as the Trustee may
         reasonably require, of the names and addresses of the Holders of
         Securities of such series as of the preceding April 15 or October 15,
         as the case may be, 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;

provided, however, that so long as the Trustee is the Security Registrar no such
list need be furnished.

SECTION 7.2           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
         7.1 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 7.1 upon receipt of a new list
         so furnished.

                  (b) The rights of the 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 the Trust Indenture Act.

                  (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 any disclosure of information as to names and
         addresses of Holders made pursuant to the Trust Indenture Act.

SECTION 7.3           REPORTS BY TRUSTEE.

                  (a) The Trustee shall transmit to Holders such reports
         concerning the Trustee and its actions under this Indenture as may be
         required pursuant to the Trust Indenture Act at the times and in the
         manner provided pursuant thereto. To the extent that any such report is
         required by the Trust Indenture Act with respect to any 12-month
         period, such report shall cover the 12-month period ending March 15 and
         shall be transmitted by the next succeeding March 15.

                  (b) A copy of each such report shall, at the time of such
         transmission to Holders, be filed by the Trustee with each stock
         exchange upon which 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.




                                       44
<PAGE>





SECTION 7.4           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 thereto; 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 VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1           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, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

                  (1) in case the Company shall consolidate with or merge into
         another Person or convey, transfer or lease its properties and assets
         substantially as an entirety to any Person, 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 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 any
         premium 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 which becomes an obligation of the Company or
         a 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, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with;

provided, however, the Company may, without the consent of the Holder or Holders
of any series of Securities, convey or transfer its assets substantially as an
entirety to any Person in connection with a transfer that is assisted or
sponsored by a Federal bank regulatory authority, and in such case the Company's
obligations under the Indenture need not be assumed by the entity acquiring such
assets.




                                       45
<PAGE>





SECTION 8.2           SUCCESSOR SUBSTITUTED.

         Upon any consolidation of the Company with, or merger of 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 8.1, 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 IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.1           SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

                  (1) to evidence the succession of another Person to the
         Company and the assumption by any such successor of the covenants of
         the Company herein and in the 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 such series) or to surrender any right or power herein
         conferred upon the Company; or

                  (3) to add any additional Events of Default; 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
         to permit or facilitate the issuance of Securities in uncertificated
         form; or

                  (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




                                       46
<PAGE>





                  (7) to establish the form or terms of Securities of any series
         as permitted by Sections 2.1 and 3.1; 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 6.11(b); or

                  (9) to add to, change or eliminate any of the provisions of
         Article XIII in respect of any series of Securities, including
         Outstanding Securities, provided that any such action pursuant to this
         clause (9) shall not adversely affect the interests of the Holders of
         Securities of any series in any material respect; or

                  (10) to provide that Securities of any Series may be
         convertible into other securities or other property and to set forth
         the terms and conditions of conversion of any such convertible
         Securities; or

                  (11) 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 that such action
         pursuant to this clause (11) shall not adversely affect the interests
         of the Holders of Securities of any series in any material respect.

         Notwithstanding any provision in this Indenture or otherwise, the
rights of creditors in respect of Other Financial Obligations under this
Indenture and otherwise in respect of the Securities may, at any time and from
time to time, be reduced or eliminated by a supplemental indenture entered into
by the Company and the Trustee, which supplemental indenture will not require
the consent of Holders of Securities or any creditor in respect of Other
Financial Obligations.

SECTION 9.2           SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         With the consent of the Holders of not less than a majority in
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 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 5.2, or adversely affect any right of repayment at
         the option of the Holder of any


                                       47
<PAGE>





         Security, or reduce the amount of, or postpone the date fixed
         for, the payment of any sinking fund payment or analogous obligation,
         or change the coin or currency in which, any Security or any premium or
         interest thereon is payable, or impair the right to institute suit for
         the enforcement of any such payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption
         Date) or modify the provisions of this Indenture with respect to the
         subordination of the Securities of any series in a manner adverse to
         the Holders, 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 certain defaults hereunder and
         their consequences provided for in this Indenture, or

                  (3) modify any of the provisions of this Section, Section 5.13
         or Section 10.8, except to increase any such percentage referred to
         herein or therein 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, or the deletion of this
         proviso, in accordance with the requirements of Sections 6.11(b) and
         9.1(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.

         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 9.3           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,
in addition to the documents required by Section 1.2, and (subject to Section
6.1) 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 9.4           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.




                                       48
<PAGE>





SECTION 9.5           CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 9.6           REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

                                    ARTICLE X
                                    COVENANTS

SECTION 10.1          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 any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

SECTION 10.2          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.

         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.




                                       49
<PAGE>



SECTION 10.3          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 or any premium 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 sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure 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 or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure 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 (i) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such 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 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.




                                       50
<PAGE>





SECTION 10.4          STATEMENT BY OFFICERS AS TO DEFAULT.

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

SECTION 10.5          EXISTENCE.

         Subject to Article VIII, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors 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 and is not reasonably likely to be disadvantageous in any
material respect to the Holders.

SECTION 10.6          MAINTENANCE OF PROPERTIES.

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

SECTION 10.7          PAYMENT OF TAXES AND OTHER CLAIMS.

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

SECTION 10.8          WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 10.5 to 10.7, inclusive, with
respect to the Securities of any series


                                       51
<PAGE>





if before the time for such compliance the Holders of a majority in
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.

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

SECTION 11.1          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 3.1 for Securities of any series)
in accordance with this Article.

SECTION 11.2          ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company
of less than all the Securities of any series, the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the 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 11.3          SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series and of a specified tenor 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 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 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. If less than
all of the Securities of such series and of a specified tenor 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 such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.

         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.




                                       52
<PAGE>





         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 11.4          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 his address appearing in
the Security Register.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price and accrued interest, if any,

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

                  (4) that on the Redemption Date the Redemption Price and
         accrued interest, if any, 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 accrued interest,
         if any,

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

                  (7) the CUSIP numbers, if any, of the Securities to be
         redeemed.

         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 and shall be irrevocable.

SECTION 11.5          DEPOSIT OF REDEMPTION PRICE.

         Prior to 10:00 a.m., New York City Time, on 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 10.3) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

SECTION 11.6          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


                                       53
<PAGE>





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
3.1, 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 Record Dates according to their terms and the provisions of Section
3.7.

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

SECTION 11.7          SECURITIES REDEEMED IN PART.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such 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.

                                   ARTICLE XII
                                  SINKING FUNDS

SECTION 12.1          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 3.1 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 12.2. 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 12.2          SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

The Company (1) may deliver Securities of a series (other than any previously
called for redemption) and (2) may apply as a credit Securities of a series
which theretofore have been redeemed or otherwise acquired by the Company either
at the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional sinking fund


                                       54
<PAGE>





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
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.

SECTION 12.3          REDEMPTION OF SECURITIES FOR SINKING FUND.

         Not less than 90 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, 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 that series
pursuant to Section 12.2 and the basis for such credit and will also deliver to
the Trustee any Securities to be so delivered. Not less than 30 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
11.3 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 11.4. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 11.6 and 11.7.

                                  ARTICLE XIII
                           SUBORDINATION OF SECURITIES

SECTION 13.1          SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

         The Company covenants and agrees, and each Holder of a Security of any
series, by his acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article (subject to the
provisions of Article XIV), the indebtedness represented by the Securities of
such series and the payment of the principal of (and premium, if any) and
interest on each of all of the Securities of such series are hereby expressly
made subordinate and subject in right of payment to the prior payment in full of
all Senior Indebtedness and, as provided in Section 13.15, of all Other
Financial Obligations.

SECTION 13.2          PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Company, then and in any
such event the holders of Senior Indebtedness shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Indebtedness, or provision shall be made for such payment in money or
money's worth, before the Holders of the Securities of any series are


                                       55
<PAGE>

entitled to receive any payment on account of principal of (or premium, if any)
or interest on the Securities of such series, and to that end the holders of
Senior Indebtedness shall be entitled to receive, for application to the payment
hereof, any payment or distribution of any kind or character, whether in cash,
property or securities, which may be payable or deliverable in respect of the
Securities of any series in any such case, proceeding, dissolution, liquidation
or other winding up or event.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the holder of any Security of any series shall have
received any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, before all Senior
Indebtedness is paid in full or payment thereof provided for, and if such fact
shall, at or prior to the time of such payment or distribution have been made
known to the Trustee or, as the case may be, such Holder, then and in such event
such payment or distribution shall be paid over or delivered forthwith to the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent
or other Person making payment or distribution of assets of the Company for
application to the payment of all Senior Indebtedness remaining unpaid, to the
extent necessary to pay all Senior Indebtedness in full, after giving effect to
any concurrent payment or distribution to or for the holders of Senior
Indebtedness.

         For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment which are subordinated
in right of payment to all Senior Indebtedness which may at the time be
outstanding to the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article. The consolidation of the
Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the conveyance or transfer
of its properties and assets substantially as an entirety to another Person upon
the terms and conditions set forth in Article VIII shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshalling of assets and liabilities of the Company for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance, transfer
or lease such properties and assets substantially as an entirety, as the case
may be, shall, as a part of such consolidation, merger, conveyance, transfer or
lease, comply with the conditions set forth in Article VIII.

SECTION 13.3          PRIOR PAYMENT TO SENIOR INDEBTEDNESS UPON ACCELERATION OF
                      SECURITIES.

         In the event that any Securities of any series are declared due and
payable before their Stated Maturity, then and in such event the holders of
Senior Indebtedness shall be entitled to receive payment in full of all amounts
due or to become due on or in respect of all Senior Indebtedness, or provision
shall be made for such payment in cash, before the Holders of the Securities of
such series are entitled to receive any payment of the principal of, premium, if
any, or interest on the Securities of such series or on account of the purchase
or other acquisition of Securities of such series.



                                       56
<PAGE>

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security of any series
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith to the Company.

         The provisions of this Section shall not apply to any payment with
respect to which Section 13.2 would be applicable.

SECTION 13.4          NO PAYMENT WHEN SENIOR INDEBTEDNESS DEFAULT.

         (a) In the event and during the continuation of any default in the
payment of principal of (or premium, if any) or interest on any Senior
Indebtedness beyond any applicable grace period with respect thereto, or in the
event that any event of default with respect to any Senior Indebtedness shall
have occurred and be continuing permitting the holders of such Senior
Indebtedness (or a trustee on behalf of the holders thereof) to declare such
Senior Indebtedness due and payable prior to the date on which it would
otherwise have become due and payable, unless and until such event of default
shall have been cured or waived or shall have ceased to exist and such
acceleration shall have been rescinded or annulled, or (b) in the event any
judicial proceeding shall be pending with respect to any such default in
payment, or event of default, then no payment shall be made by the Company on
account of principal of (or premium, if any) or interest on the Securities of
any series or on account of the purchase or other acquisition of Securities of
any series.

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security of any series
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith to the Company.

         The provisions of this Section shall not apply to any payment with
respect to which Section 13.2 would be applicable.

SECTION 13.5          PAYMENT PERMITTED IF NO DEFAULT.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities of any series shall prevent (a) the Company, at any time
except during the pendency of any case, proceeding, dissolution, liquidation or
other winding up, assignment for the benefit of creditors or other marshalling
of assets and liabilities of the Company referred to in Section 13.2 or under
the conditions described in Section 13.3 or 13.4, from making payments at any
time of principal of (and premium, if any) or interest on the Securities of any
series, or (b) the application by the Trustee of any money deposited with it
hereunder to the payment of or on account of the principal of (and premium, if
any) or interest on the Securities of any series or the retention of such
payment by the Holder, if, at the time of such application by the Trustee, it
did not have actual knowledge that such payment would have been prohibited by
the provisions of this Article.



                                       57
<PAGE>

SECTION 13.6          SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

         Subject to the payment in full of all Senior Indebtedness, the Holders
of the Securities of a series shall be subrogated to the extent of the payments
or distributions made to the holders of such Senior Indebtedness pursuant to the
provisions of this Article to the rights of the holders of such Senior
Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of (and
premium, if any) and interest on the Securities of such series shall be paid in
full. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Indebtedness of any cash, property or securities to which
the Holders of the Securities of a series or the Trustee would be entitled
except for the provisions of this Article, and no payments over pursuant to the
provisions of this Article to the holders of Senior Indebtedness by Holders of
the Securities of a series or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities of such series, be deemed to be a payment or distribution by the
Company to or on account of the Senior Indebtedness.

SECTION 13.7          PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities of a
series on the one hand and the holders of Senior Indebtedness (and, in the case
of Section 13.15, Entitled Persons in respect of Other Financial Obligations) on
the other hand. Nothing contained in this Article or elsewhere in this Indenture
or in the Securities of any series is intended to or shall (a) impair, as among
the Company, its creditors other than holders of Senior Indebtedness and the
Holders of the Securities of any series, the obligation of the Company, which is
absolute and unconditional (and which, subject to the rights under this Article
of the holders of Senior Indebtedness and the rights under Section 13.15 of
Entitled Persons in respect of Other Financial Obligations, is intended to rank
equally with all other obligations of the Company), to pay to the Holders of the
Securities of a series the principal of (and premium, if any) and interest on
the Securities of such series as and when the same shall become due and payable
in accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities of a series and creditors of the
Company other than the holders of Senior Indebtedness or Entitled Persons in
respect of Other Financial Obligations; or (c) prevent the Trustee or the Holder
of any Security of any series from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture, subject to the rights, if
any, under this Article of the holders of Senior Indebtedness, and under Section
13.15 of Entitled Persons in respect of Other Financial Obligations, to receive
cash, property and securities otherwise payable or deliverable to the Trustee or
such Holder.

SECTION 13.8          TRUSTEE TO EFFECTUATE SUBORDINATION.

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



                                       58
<PAGE>

SECTION 13.9          NO WAIVER OF SUBORDINATION PROVISIONS.

         No right of any present or future holder of any Senior Indebtedness or
an Entitled Person in respect of Other Financial Obligations to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any
failure to act, in good faith, by any such holder, or by any non-compliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness or an Entitled Person in respect of Other
Financial Obligations may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities of any
series, without incurring responsibility to the Holders of the Securities of any
series and without impairing or releasing the subordination provided in this
Article or the obligations hereunder of the Holders of the Securities to the
holders of Senior Indebtedness or an Entitled Person in respect of Other
Financial Obligations, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Indebtedness or Other Financial Obligations, or otherwise amend or
supplement in any manner Senior Indebtedness or Other Financial Obligations or
any instrument evidencing the same or any agreement under which Senior
Indebtedness or Other Financial Obligations is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness or Other Financial Obligations; (iii) release any
Person liable in any manner for the collection of Senior Indebtedness or Other
Financial Obligations; and (iv) exercise or refrain from exercising any rights
against the Company and any other Person.

SECTION 13.10         NOTICE TO TRUSTEE.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities of any series. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities of a series, unless and until the Trustee shall have received written
notice thereof from the Company or a holder of Senior Indebtedness or from any
trustee therefor or from any Entitled Persons in respect of Other Financial
Obligations; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 6.1, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section at least two Business
Days prior to the date upon which by the terms hereof any money may become
payable for any purpose (including, without limitation, the payment of the
principal (and premium, if any) or interest on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the purpose
for which such money was received and shall not be affected by any notice to the
contrary which may be received by it within two Business Days prior to such
date.




                                       59
<PAGE>

         Subject to the provisions of Section 6.1, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Indebtedness (or a trustee therefor) or an
Entitled Person in respect of Other Financial Obligations to establish that such
notice has been given by a holder of Senior Indebtedness (or a trustee therefor)
or an Entitled Person in respect of Other Financial Obligations. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness or an
Entitled Person in respect of Other Financial Obligations to participate in any
payment or distribution pursuant to this Article, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness or Other Financial Obligations held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

SECTION 13.11         RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
                      AGENT.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 6.1, and the
Holders of the Securities of any series shall be entitled to rely upon any order
or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities of such
series, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company and the Entitled Persons in respect of Other
Financial Obligations, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article.

SECTION 13.12         TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS
                      OR ENTITLED PERSONS.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness or Entitled Persons with respect to Other
Financial Obligations and shall not be liable to any such holders or creditors
if it shall in good faith mistakenly pay over or distribute to Holders of
Securities of any series or to the Company or to any other Person cash, property
or securities to which any holders of Senior Indebtedness or Entitled Persons
with respect to Other Financial Obligations shall be entitled by virtue of this
Article or otherwise.

SECTION 13.13         RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS OR
                      ENTITLED PERSON; PRESERVATION OF TRUSTEE'S RIGHTS.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness which
may at any time be held by it and with respect to any Other Financial
Obligations owed to the Trustee as the Entitled Person, to the



                                       60
<PAGE>

same extent as any other holder of Senior Indebtedness or Entitled Person in
respect of Other Financial Obligations, as the case may be, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder or
Entitled Person.

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.7.

SECTION 13.14         ARTICLE APPLICABLE TO PAYING AGENTS.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that Section 13.13 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

SECTION 13.15         PAYMENT OF PROCEEDS IN CERTAIN CASES.

                  (a) Upon the occurrence of any of the events specified in
         clauses (a), (b) and (c) of the first paragraph of Section 13.2, the
         provisions of that Section shall be given effect to determine the
         amount of cash, property or securities which may be payable or
         deliverable as between the holders of Senior Indebtedness, on the one
         hand, and the Holders of Securities, on the other hand.

                  (b) If, after giving effect to the provisions of Section 13.2
         and Section 13.6, any amount of cash, property or securities shall be
         available for payment or distribution in respect of the Securities
         ("Excess Proceeds"), and any Entitled Persons in respect of Other
         Financial Obligations shall not have received payment in full of all
         amounts due or to become due on or in respect of such Other Financial
         Obligations (and provision shall not have been made for such payment in
         money or money's worth), then such Excess Proceeds shall first be
         applied (ratably with any amount of cash, property or securities
         available for payment or distribution in respect of any other
         indebtedness of the Company that by its express terms provides for the
         payment over of amounts corresponding to Excess Proceeds to Entitled
         Persons in respect of Other Financial Obligations) to pay or provide
         for the payment of the Other Financial Obligations remaining unpaid, to
         the extent necessary to pay all Other Financial Obligations in full,
         after giving effect to any concurrent payment or distribution to or for
         Entitled Persons in respect of Other Financial Obligations. Any Excess
         Proceeds remaining after the payment (or provisions for payment) in
         full of all Other Financial Obligations shall be available for payment
         or distribution in respect of the Securities.

                  (c) In the event that, notwithstanding the foregoing
         provisions of subsection (b) of this Section, the Trustee or Holder of
         any Security shall have received any payment or distribution of assets
         of the Company of any kind or character, whether in cash, property or
         securities, before all Other Financial Obligations are paid in full or
         payment thereof duly provided for, and if such fact shall, at or prior
         to the time of such payment or



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<PAGE>

         distribution have been made known to the Trustee or, as the case may
         be, such Holder, then and in such event, subject to any obligation that
         the Trustee or such Holder may have pursuant to Section 13.2, such
         payment or distribution shall be paid over or delivered forthwith to
         the trustee in bankruptcy, receiver, liquidating trustee, custodian,
         assignee, agent or other Person making payment or distribution of
         assets of the Company for payment in accordance with subsection (b).

                  (d) Subject to the payment in full of all Other Financial
         Obligations, the Holders of the Securities shall be subrogated (equally
         and ratably with the holders of all indebtedness of the Company that by
         its express terms provides for the payment over of amounts
         corresponding to Excess Proceeds to Entitled Persons in respect of
         Other Financial Obligations and is entitled to like rights of
         subrogation) to the rights of the Entitled Persons in respect of Other
         Financial Obligations to receive payments and distributions of cash,
         property and securities applicable to the Other Financial Obligations
         until the principal of and interest on the Securities shall be paid in
         full. For purposes of such subrogation, no payments or distributions to
         Entitled Persons in respect of Other Financial Obligations of any cash,
         property or securities to which Holders of the Securities or the
         Trustee would be entitled except for the provisions of this Section,
         and no payments over pursuant to the provisions of this Section to
         Entitled Persons in respect of Other Financial Obligations by Holders
         of Securities or the Trustee, shall, as among the Company, its
         creditors other than Entitled Persons in respect of Other Financial
         Obligations and the Holders of Securities, be deemed to be a payment or
         distribution by the Company to or on account of the Other Financial
         Obligations.

                  (e) The provisions of subsections (b), (c) and (d) of this
         Section are and are intended solely for the purpose of defining the
         relative rights of the Holders of the Securities, on the one hand, and
         the Entitled Persons in respect of Other Financial Obligations, on the
         other hand, after giving effect to the rights of the holders of Senior
         Indebtedness, as provided in this Article. Nothing contained in
         subsections (b), (c) and (d) of this Section is intended to or shall
         affect the relative rights against the Company of the Holders of the
         Securities and (1) the holders of Senior Indebtedness or (2) other
         creditors of the Company other than Entitled Persons in respect of
         Other Financial Obligations.

                                   ARTICLE II
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 14.1          APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
                      DEFEASANCE OR COVENANT DEFEASANCE.

         If pursuant to Section 3.1 provision is made for either or both of (a)
defeasance of the Securities of a series under Section 14.2 or (b) covenant
defeasance of the Securities of a series under Section 14.3, then the provisions
of such Section or Sections, as the case may be, together with the other
provisions of this Article XIV, shall be applicable to the Securities of such
series, and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of such series, elect to have either Section 14.2 (if
applicable) or Section 14.3 (if



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<PAGE>

applicable) be applied to the Outstanding Securities of such series upon
compliance with the conditions set forth below in this Article XIV.

SECTION 14.2          DEFEASANCE AND DISCHARGE.

         Upon the Company's exercise of the above option applicable to this
Section, the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities of such series on and
after the date the conditions precedent set forth below are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series and to have satisfied
all its other obligations under such Securities and this Indenture, including
the provisions of Article XIII hereof, insofar as such Securities are concerned
(and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of outstanding Securities of such series to receive, solely from the
trust fund described in Section 14.4 as more fully set forth in such Section,
payments of the principal of (and premium, if any) and interest on such
Securities when such payments are due, (B) the Company's obligations with
respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3 and such
obligations as shall be ancillary thereto, (C) the rights, powers, trusts,
duties, immunities and other provisions in respect of the Trustee hereunder and
(D) this Article XIV. Subject to compliance with this Article XIV, the Company
may exercise its option under this Section 14.2 notwithstanding the prior
exercise of its option under Section 14.3 with respect to the Securities of such
series. Following a defeasance, payment of the Securities of such series may not
be accelerated because of an Event of Default.

SECTION 14.3          COVENANT DEFEASANCE.

         Upon the Company's exercise of the above option applicable to this
Section and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance"), the Company shall be released from its
obligations under any covenant applicable to such Securities that is determined
pursuant to Section 3.1 to be subject to this provision, and the occurrence of
an event specified in Section 5.1(4) (with respect to any Section applicable to
such Securities that are determined pursuant to Section 3.1 to be subject to
this provision) shall not be deemed to be an Event of Default with respect to
the outstanding Securities of such series. For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities of such
series, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture
and such Securities shall be unaffected thereby.

SECTION 14.4          CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

         The following shall be the conditions precedent to application of
either Section 14.2 or Section 14.3 to the Outstanding Securities of such
series:



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<PAGE>

                  (1) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee as trust funds in trust for the purpose
         of making the following payments, specifically pledged as security for,
         and dedicated solely to, the benefit of the Holders of such Securities,
         (A) money in an amount, or (B) U.S. Government Obligations which
         through the scheduled payment of principal and interest in respect
         thereof in accordance with their terms will provide, not later than one
         day before the due date of any payment, money in an amount, or (C) a
         combination thereof, sufficient, without reinvestment, in the opinion
         of a nationally recognized firm of independent public accountants
         expressed in a written certification thereof delivered to the Trustee,
         to pay and discharge, and which shall be applied by the Trustee to pay
         and discharge, the principal of (and premium, if any) and interest on
         the Outstanding Securities of such series on the Maturity of such
         principal, premium, if any, or interest and any mandatory sinking fund
         payments or analogous payments applicable to the Outstanding Securities
         of such series on the due dates thereof. Before such a deposit the
         Company may make arrangements satisfactory to the Trustee for the
         redemption of Securities at a future date or dates in accordance with
         Article XI, which shall be given effect in applying the foregoing. For
         this purpose, "U.S. Government Obligations" means securities that are
         (x) direct obligations of the United States of America for the payment
         of which its full faith and credit is pledged or (y) obligations of a
         Person controlled or supervised by and acting as an agency or
         instrumentality of the United States of America the payment of which is
         unconditionally guaranteed as a full faith and credit obligation by the
         United States of America, which, in either case, are not callable or
         redeemable at the option of the issuer thereof, and shall also include
         a depository receipt issued by a bank (as defined in Section 3(a)(2) of
         the Securities Act of 1933, as amended) as custodian with respect to
         any such U.S. Government Obligation or a specific payment of principal
         of or interest on any such U.S. Government Obligation held by such
         custodian for the account of the holder of such depository receipt,
         provided that (except as required by law) such custodian is not
         authorized to make any deduction from the amount payable to the holder
         of such depository receipt from any amount received by the custodian in
         respect of the U.S. Government Obligation or the specific payment of
         principal of or interest on the U.S. Government Obligation evidenced by
         such depository receipt.

                  (2) No Event of Default or event which with notice or lapse of
         time or both would become an Event of Default with respect to the
         Securities of such series shall have occurred and be continuing (A) on
         the date of such deposit or (B) insofar as subsections 5.1(5) and (6)
         are concerned, at any time during the period ending on the 123rd day
         after the date of such deposit or, if longer, ending on the day
         following the expiration of the longest preference period applicable to
         the Company in respect of such deposit (it being understood that the
         condition in this Clause (B) shall not be deemed satisfied until the
         expiration of such period).

                  (3) Such defeasance or covenant defeasance shall not (A) cause
         the Trustee for the Securities of such series to have a conflicting
         interest as defined in Section 6.8 or for purposes of the Trust
         Indenture Act with respect to any securities of the Company or (B)
         result in the trust arising from such deposit to constitute, unless it
         is qualified as, a regulated investment company under the Investment
         Company Act of 1940, as amended.



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<PAGE>

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

                  (5) Such defeasance or covenant defeasance shall not cause any
         Securities of such series then listed on any registered national
         securities exchange under the Exchange Act to be delisted.

                  (6) In the case of an election under Section 14.2, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (x) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (y) since the date of this
         Indenture there has been a change in the applicable Federal income tax
         law, in either case to the effect that, and based thereon such opinion
         shall confirm that, the Holders of the Outstanding Securities of such
         series will not recognize income, gain or loss for Federal income tax
         purposes as a result of such defeasance and will be subject to Federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such defeasance had not occurred.

                  (7) In the case of an election under Section 14.3, the Company
         shall have delivered to the Trustee an opinion of Counsel to the effect
         that the Holders of the Outstanding Securities of such series will not
         recognize income, gain or loss for Federal income tax purposes as a
         result of such covenant defeasance and will be subject to Federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such covenant defeasance had not
         occurred.

                  (8) At the time of such deposit; (A) no default in the payment
         of all or a portion of principal of (or premium, if any) or interest on
         any Senior Indebtedness shall have occurred and be continuing, and no
         event of default with respect to any Senior Indebtedness shall have
         occurred and be continuing and shall have resulted in such Senior
         Indebtedness becoming or being declared due and payable prior to the
         date on which it would otherwise have become due and payable and (B) no
         other event of default with respect to any Senior Indebtedness shall
         have occurred and be continuing permitting (after notice or the lapse
         of time, or both) the holders of such Senior Indebtedness (or a trustee
         on behalf of the holders thereof) to declare such Senior Indebtedness
         due and payable prior to the date on which it would otherwise have
         become due and payable, or, in the case of either Clause (A) or Clause
         (B) above, each such default or event of default shall have been cured
         or waived or shall have ceased to exist.

                  (9) Such defeasance or covenant defeasance shall be effected
         in compliance with any additional terms, conditions or limitations
         which may be imposed on the Company in connection therewith pursuant to
         Section 3.1.

                  (10) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to either the defeasance
         under Section 14.2 or the covenant defeasance under Section 14.3 (as
         the case may be) have been complied with.



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<PAGE>

SECTION 14.5          DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD
                      IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

         Subject to the provisions of the last paragraph of Section 10.3, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee pursuant to Section 14.4 in respect of the Outstanding
Securities of such series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (but not including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon in respect
of principal (and premium, if any) and interest, but such money need not be
segregated from other funds except to the extent required by law. Money so held
in trust shall not be subject to the provisions of Article XIII.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the money or U.S. Government
Obligations deposited pursuant to Section 14.4 or the principal and interest
received in respect thereof.

         Anything herein to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or U.S. Government Obligations held by it as provided in Section 14.4 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.

SECTION 14.6          REINSTATEMENT.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 14.5 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under the Securities of such series
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article XIV until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 14.5; provided, however, that if
the Company makes any payment of principal of (and premium, if any) or interest
on any such Security following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the money held by the Trustee or the Paying Agent.

                                    * * * * *

         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 their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.



                                       COMERICA INCORPORATED



                                       By: /s/ Ronald D. Marks
                                          --------------------------------------
                                       Title: Senior Vice President and
                                              Treasurer


ATTEST

By:  /s/ Mark W. Yonkman
   ----------------------
Title:  Senior Vice President, Assistant
Secretary and General Counsel -- Investment
Bank and Corporate Finance


                                       JPMORGAN CHASE BANK,
                                       As Trustee


                                       By: /s/ David Kovach
                                          --------------------------------------
                                       Title: Authorized Signer