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                                                                     Exhibit 4.3

                               FORM OF INDENTURE





                              MARKEL CORPORATION,
                                    ISSUER


                                      to



                               ________________,
                                    TRUSTEE


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

                                   INDENTURE


                         Dated as of ________ __, ____


                         SUBORDINATED DEBT SECURITIES


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                         Subordinated Debt Securities


                        Reconciliation and tie between
            Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                 and Indenture


Trust Indenture
Trust Indenture Act Section                          Indenture Section

Section 310(a)(1)                                           607
(a)(2)                                                      607
(b)                                                         608
Section 312(a)                                              701
 (b)                                                        702
 (c)                                                        702
Section 313(a)                                              703
 (b)(2)                                                     703
 (c)                                                        703
 (d)                                                        703
Section 314(a)                                              704
 (c)(1)                                                     102
 (c)(2)                                                     102
 (e)                                                        102
 (f)                                                        102
Section 316(a) (last sentence)                              101
 (a)(1)(A)                                                  502, 512
 (a)(1)(B)                                                  513
 (b)                                                        508
Section 317(a)(1)                                           503
 (a)(2)                                                     504
 (b)                                                        1003
Section 318(a)                                              108

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

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

ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.  Definitions...................................................   5
Section 102.  Compliance Certificates and Opinions..........................  15
Section 103.  Form of Documents Delivered to Trustee........................  15
Section 104.  Acts of Holders; Record Dates.................................  16
Section 105.  Notices, Etc. To Trustee and Company..........................  19
Section 106.  Notice to Holders of Securities; Waiver.......................  19
Section 107.  Language of Notices...........................................  20
Section 108.  Conflict with Trust Indenture Act.............................  20
Section 109.  Effect of Headings and Table of Contents......................  20
Section 110.  Successors and Assigns........................................  20
Section 111.  Separability Clause...........................................  21
Section 112.  Benefits of Indenture.........................................  21
Section 113.  Governing Law.................................................  21
Section 114.  Legal Holidays................................................  21
Section 115.  Counterparts..................................................  21
Section 116.  Judgment Currency.............................................  21

ARTICLE TWO

     SECURITIES FORMS

Section 201.  Forms Generally...............................................  22
Section 202.  Form of Face of Security......................................  23
Section 203.  Form of Reverse of Security...................................  24
Section 204.  Securities in Global Form.....................................  28
Section 205.  Form of Legend for Global Securities..........................  29
Section 206.  Form of Trustee's Certificate of Authentication...............  29

ARTICLE THREE

     THE SECURITIES

Section 301.  Amount Unlimited; Issuable in Series..........................  30
Section 302.  Currency; Denominations.......................................  34
Section 303.  Execution, Authentication, Delivery and Dating................  35
Section 304.  Temporary Securities..........................................  37
Section 305.  Registration, Transfer and Exchange...........................  38
Section 306.  Mutilated, Destroyed, Lost and Stolen Securities..............  41
Section 307.  Payment of Interest and Certain Additional Amounts;
              Rights to Interest and Certain Additional Amounts Preserved...  43
Section 308.  Persons Deemed Owners.........................................  45
Section 309.  Cancellation..................................................  45
Section 310.  Computation of Interest.......................................  45
Section 311.  CUSIP, CINS or ISIN Numbers...................................  46

ARTICLE FOUR

     SATISFACTION AND DISCHARGE OF INDENTURE

Section 401.  Satisfaction and Discharge....................................  46
Section 402.  Defeasance and Covenant Defeasance............................  48
Section 403.  Application of Trust Money....................................  52
Section 404.  Qualifying Trustee............................................  52
Section 405.  Reinstatement.................................................  52
Section 406.  Effect on Subordination Provisions............................  52

ARTICLE FIVE

     REMEDIES

Section 501.  Events of Default.............................................  53
Section 502.  Acceleration of Maturity; Rescission and Annulment............  54
Section 503.  Collection of Indebtedness and Suits for Enforcement
              by Trustee....................................................  55
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Section 504.  Trustee May File Proofs of Claim..............................  56
Section 505.  Trustee may Enforce Claims Without Possession of Securities
              or Coupons....................................................  57
Section 506.  Application of Money Collected................................  57
Section 507.  Limitation on Suits...........................................  58
Section 508.  Unconditional Right of Holders to Receive Principal and
              Any Premium, Interest and Additional Amounts..................  59
Section 509.  Restoration of Rights and Remedies............................  59
Section 510.  Rights and Remedies Cumulative................................  59
Section 511.  Delay or Omission not Waiver..................................  59
Section 512.  Control by Holders of Securities..............................  60
Section 513.  Waiver of Past Defaults.......................................  60
Section 514.  Waiver of Stay or Extension Laws..............................  60
Section 515.  Undertaking for Costs.........................................  61

ARTICLE SIX

     THE TRUSTEE

Section 601.  Certain Duties and Responsibilities of Trustee................  61
Section 602.  Certain Rights of Trustee.....................................  61
Section 603.  Notice of Defaults............................................  63
Section 604.  Not Responsible for Recitals or Issuance of Securities........  63
Section 605.  May Hold Securities...........................................  63
Section 606.  Money Held in Trust...........................................  63
Section 607.  Compensation and Reimbursement................................  63
Section 608.  Corporate Trustee Required; Eligibility.......................  64
Section 609.  Resignation and Removal; Appointment of Successor.............  65
Section 610.  Acceptance of Appointment by Successor........................  66
Section 611.  Merger, Conversion, Consolidation or Succession to Business...  68
Section 612.  Appointment of Authenticating Agent...........................  68
Section 613.  [Conflicting Interests].......................................  70
Section 614.  Preferential Collection of Claims Against Company.............  70

ARTICLE SEVEN

     HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.  Company to Furnish Trustee Names and Addresses of Holders.....  70
Section 702.  Preservation of Information; Communications to Holders........  71
Section 703.  Reports by Trustee............................................  71
Section 704.  Reports by Company............................................  72


ARTICLE EIGHT

     CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

Section 801.  Company May Consolidate, Etc., Only on Certain Terms..........  72
Section 802.  Successor Person Substituted for Company......................  73


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ARTICLE NINE

     SUPPLEMENTAL INDENTURES

Section 901.  Supplemental Indentures Without Consent of Holders............  73
Section 902.  Supplemental Indentures with Consent of Holders...............  75
Section 903.  Execution of Supplemental Indentures..........................  76
Section 904.  Effect of Supplemental Indentures.............................  76
Section 905.  Reference in Securities to Supplemental Indentures............  77
Section 906.  Effect on Senior Indebtedness.................................  77
Section 907.  Conformity with Trust Indenture Act...........................  77

ARTICLE TEN

     COVENANTS

Section 1001.  Payment of Principal, Any Premium, Interest and
               Additional Amounts...........................................  77
Section 1002.  Maintenance of Office or Agency..............................  77
Section 1003.  Money for Securities Payments to be Held in Trust............  78
Section 1004.  Additional Amounts...........................................  80
Section 1005.  Corporate Existence..........................................  81
Section 1006.  Company Statement as to Compliance...........................  81
Section 1007.  Calculation of Original Issue Discount.......................  81

ARTICLE ELEVEN

     REDEMPTION OF SECURITIES

Section 1101.  Applicability of Article.....................................  82
Section 1102.  Election to Redeem; Notice to Trustee........................  82
Section 1103.  Selection by Trustee of Securities to be Redeemed............  82
Section 1104.  Notice of Redemption.........................................  83
Section 1105.  Deposit of Redemption Price..................................  85
Section 1106.  Securities Payable on Redemption Date........................  85
Section 1107.  Securities Redeemed in Part..................................  86

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ARTICLE TWELVE

     SINKING FUNDS

Section 1201.  Applicability of Article.....................................  86
Section 1202.  Satisfaction of Sinking Fund Payments with Securities........  87
Section 1203.  Redemption of Securities for Sinking Fund....................  87

ARTICLE THIRTEEN

     SECURITIES IN FOREIGN CURRENCIES

Section 1301. Applicability of Article......................................  90

ARTICLE FOURTEEN

     MEETINGS OF HOLDERS OF SECURITIES

Section 1401.  Purposes for Which Meetings may be Called....................  90
Section 1402.  Call, Notice and Place of Meetings...........................  90
Section 1403.  Persons Entitled to Vote at Meetings.........................  91
Section 1404.  Quorum; Action...............................................  91
Section 1405.  Determination of Voting Rights; Conduct and Adjournment
               of Meetings..................................................  92
Section 1406.  Counting Votes and Recording Action of Meetings..............  93

ARTICLE FIFTEEN

     SUBORDINATION OF SECURITIES

Section 1501. Agreement to Subordinate......................................  94
Section 1502. Distribution on Dissolution, Liquidation and
              Reorganization; Subrogation of Securities.....................  94
Section 1503. No Payment on Securities in Event of Default
              on Senior Indebtedness........................................  94
Section 1504. Payments on Securities Permitted..............................  94
Section 1505. Authorization of Holders to Trustee to Effect
              Subordination.................................................  94
Section 1506. Notices to Trustee............................................  94
Section 1507. Trustee as Holder of Senior Indebtedness......................  94
Section 1508. Modifications of Terms of Senior Indebtedness.................  94
Section 1509. Reliance on Judicial Order or Certificate of
              Liquidating Agent.............................................  94

ARTICLE SIXTEEN

     IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 1601. Indenture and Securities Solely Corporate Obligations.........  94

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     INDENTURE, dated as of ________ ___, ____ (the "Indenture"), among MARKEL
CORPORATION, a corporation duly organized and existing under the laws of the
Commonwealth of Virginia (hereinafter called the "Company"), having its
principal executive office located at 4521 Highwoods Parkway, Glen Allen,
Virginia 23060 and ________________________, a banking corporation duly
organized and existing under the laws of the State of __________ (hereinafter
called the "Trustee"), having its Corporate Trust Office located at
___________________________________________________.

RECITALS

     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 (hereinafter
called the "Securities"), unlimited as to principal amount, to bear such rates
of interest, to mature at such time or times, to be issued in one or more series
and to have such other provisions as shall be fixed as hereinafter provided.

     The Company has duly authorized the execution and delivery of this
Indenture.  All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

     This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder that are required to be part of this Indenture
and, to the extent applicable, shall be governed by such provisions.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 101.  Definitions.

     Except as otherwise expressly provided in or pursuant to this Indenture or
unless the context otherwise requires, for all purposes of this Indenture:

     (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;

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     (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 in
the United States of America and, except as otherwise herein expressly provided,
the terms "generally accepted accounting principles" or "GAAP" with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States of America at the date
of such computation;

     (4)  the words "herein", "hereof", "hereto" 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;

     (5)  unless the context otherwise requires, any reference to an "Article"
or a "Section" refers to an Article or a Section, as the case may be, of this
Indenture; and

     (6)  the word "or" is always used inclusively (for example, the phrase "A
or B" means "A or B or both", not "either A or B but not both").

     Certain terms used principally in certain Articles hereof are defined in
those Articles.

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

     "Additional Amounts" means any additional amounts which are required hereby
or by any Security, under circumstances specified herein or therein, to be paid
by the Company in respect of certain taxes, assessments or other governmental
charges imposed on Holders specified therein and which are owing to such
Holders.

     "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 612 to act on behalf of the Trustee to authenticate Securities of one
or more series.

     "Authorized Newspaper" means a newspaper, in an official language of the
place of publication or in the English language, customarily published on each
day that is a Business Day in the place of publication, whether or not published
on days that are Legal Holidays in the place of publication, and of general
circulation in each place in connection with which the term is used or in the
financial community of each such place.  Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in

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different newspapers in the same city meeting the foregoing requirements and in
each case on any day that is a Business Day in the place of publication.

     "Bankruptcy Law" has the meaning specified in Section 501.

     "Bearer Security" means any Security in the form established pursuant to
Section 201 which is payable to bearer.

     "Board of Directors" means the board of directors of the Company or any
committee of that board duly authorized to act generally or in any particular
respect for the Company hereunder.

     "Business Day", with respect to any Place of Payment or other location,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, any day other than a Saturday, Sunday or other day on which banking
institutions in such Place of Payment or other location are authorized or
obligated by law, regulation or executive order to close.

     "Capital Stock" means shares of capital stock of any class of any
corporation whether now or hereafter authorized regardless of whether such
capital stock shall be limited to a fixed sum or percentage in respect of the
rights of the holders thereof to participate in dividends and in the
distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up.   Capital Stock, with respect to the Company,
includes Common Stock and preferred stock.

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

     "Common Stock" means common stock, no par value, of the Company.

     "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" and "Company Order" mean, respectively, a written request
or order, as the case may be, signed in the name of the Company by any two
Officers or by any Officer and either an Assistant Treasurer or an Assistant
Corporate Secretary of the Company and delivered to the Trustee.

     "Company Resolution" means a resolution of the Company, in the form of a
resolution of the Board of Directors, in the form of a resolution of a duly
constituted committee of the Board of Directors,  or in the form of a resolution
of two or more senior officers of the Company, authorizing, ratifying, setting
forth or otherwise validating agreements, execution and delivery of documents,
the issuance, form and terms of Securities, or any other actions or proceedings
pursuant or with respect to this Indenture.

                                       7
<PAGE>

     "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and for the settlement of transactions by a central bank or
other public institutions of or within the international banking community, (ii)
the Euro both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Union or (iii) any
currency unit or composite currency other than the Euro for the purposes for
which it was established.

     "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 at the date of original execution of this Indenture is located at
____________________, ___________________________.

     "Corporation" and "corporation" includes corporations, associations,
companies and business trusts.

     "Coupon" means any interest coupon appertaining to a Bearer Security.

     "Currency", with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required to
be made by or pursuant to the terms hereof or such Security and, with respect to
any other payment, deposit or transfer pursuant to or contemplated by the terms
hereof or such Security, means Dollars.

     "CUSIP Number" means the alphanumeric designation assigned to a Security by
Standard & Poor's Corporation, CUSIP Service Bureau.

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

     "Dollars" or "$" means a dollar or other equivalent unit of legal tender
for payment of public or private debts in the United States of America.

     "Euro" means the currency introduced at the third stage of the European
Economic Monetary Union, pursuant to the Treaty establishing the European
Community, as amended by the Treaty on European Union.

     "European Monetary System" means the European Monetary System established
by the Resolution of ________ 5, 1978 of the Council of the European Community.

     "European Union" means the European Community, the European Coal and Steel
Community and the European Atomic Energy Community.

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

                                       8
<PAGE>

     "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

     "Expiration Date" has the meaning specified in Section 104.

     "Foreign Currency" means any currency, currency unit or composite currency,
including, without limitation, the Euro, issued by the government of one or more
countries other than the United States of America or by any recognized
confederation or association of such governments.

     "Global Security" means a Security that evidences all or part of the
Securities of any series that is issued to a Depositary or a nominee thereof for
such series in accordance with Section 301(4).

     "Government Obligations" means securities which are (i) direct obligations
of the United States of America or the other government or governments in the
confederation which issued the Foreign Currency in which the principal of or any
premium or interest on such Security or any Additional Amounts in respect
thereof shall be payable, in each case where the payment or payments thereunder
are supported by the full faith and credit of such government or governments or
(ii) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States of America or such other government or
governments, in each case where the timely payment or payments thereunder are
unconditionally guaranteed as a full faith and credit obligation by the United
States of America or such other government or governments, and which, in the
case of (i) or (ii), are not callable or redeemable at the option of the issuer
or issuers thereof, and shall also include a depository receipt issued by a bank
or trust company as custodian with respect to any such Government Obligation or
a specific payment of interest on or principal of or other amount with respect
to any such Government Obligation held by such custodian for the account of the
holder of a 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 Government Obligation or the specific payment of interest on or
principal of or other amount with respect to the Government Obligation evidenced
by such depository receipt.

     "Holder", in the case of any Registered Security, means the Person in whose
name such Security is registered in the Security Register and, in the case of
any Bearer Security, means the bearer thereof and, in the case of any Coupon,
means the bearer thereof.

     "Indebtedness" means (a) any liability of the Company (1) for borrowed
money, or under any reimbursement obligation relating to a letter of credit, or
(2) evidenced by a bond, note, debenture or similar instrument, or (3) for
payment obligations arising under any conditional sale or other title retention
arrangement (including a purchase money obligation) given in connection with the
acquisition of any businesses, properties or assets of any kind, or (4) for the
payment of money relating to a capitalized lease obligation; (b) any liability
of others described in the preceding clause (a) that the Company has guaranteed
or that is otherwise its legal liability; and (c) any amendment, supplement,
modification, deferral, renewal, extension or refunding of any liability of the
types referred to in clauses (a) and (b) above.

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<PAGE>

     "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms
and provisions of any Security and any Coupon appertaining thereto established
pursuant to Section 301 (as such terms and provisions may be amended 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.

     "Independent public accountants" means accountants or a firm of accountants
that, with respect to the Company and any other obligor under the Securities or
the Coupons, are independent public accountants within the meaning of the
Securities Act of 1933, as amended, and the rules and regulations promulgated by
the Commission thereunder, who may be the independent public accountants
regularly retained by the Company or who may be other independent public
accountants. Such accountants or firm shall be entitled to rely upon any Opinion
of Counsel as to the interpretation of any legal matters relating to this
Indenture or certificates required to be provided hereunder.

     "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

     "Interest", with respect to any Original Issue Discount Security which by
its terms bears interest only after Maturity, means interest payable after
Maturity and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 1004, includes such Additional
Amounts.

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

     "Judgment Currency" has the meaning specified in Section 116.

     "Legal Holidays" has the meaning specified in Section 114.

     "Maturity", 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 provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or repurchase,
notice of option to elect repayment or otherwise, and includes a Redemption Date
or Repayment Date.

     "New York Banking Day" has the meaning specified in Section 116.

     "Office" or "Agency", with respect to any Securities, means an office or
agency of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section

                                       10
<PAGE>

1002 or any other office or agency of the Company maintained or designated for
such Securities pursuant to Section 1002 or, to the extent designated or
required by Section 1002 in lieu of such office or agency, the Corporate Trust
Office of the Trustee.

     "Officer" means the Chairman of the Board, the Vice-Chairman, the
President, any Vice President (whether or not designated by a number or word
added before or after the title vice president), the Treasurer, the Corporate
Secretary or the Controller of the Company.

     "Officers' Certificate" means a certificate signed by two Officers or by
any Officer and either an Assistant Treasurer or an Assistant Corporate
Secretary of the Company, that, if required by the Trust Indenture Act, complies
with the requirements of Section 314(e) of the Trust Indenture Act and is
delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel who shall be reasonably
acceptable to the Trustee, that, if required by the Trust Indenture Act,
complies with the requirements of Section 314(e) of the Trust Indenture Act.

     "Original Issue Discount Security" means a Security issued pursuant to this
Indenture which provides for declaration of an amount less than the principal
face amount thereof to be due and payable upon acceleration pursuant to Section
502.

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

 (a) any such Security theretofore canceled by the Trustee or delivered to the
     Trustee for cancellation;

 (b) any such Security for whose payment at the Maturity thereof money in the
     necessary amount has been theretofore deposited pursuant hereto (other than
     pursuant to Section 402) 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) or the Holders of such
     Securities and any Coupons appertaining thereto, provided that, if such
     Securities are to be redeemed, notice of such redemption has been duly
     given pursuant to this Indenture or provision therefor satisfactory to the
     Trustee has been made;

 (c) any such Security with respect to which the Company has effected defeasance
     or covenant defeasance pursuant to Section 402, except to the extent
     provided in Section 402;

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

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<PAGE>

 (e) any such Security converted or exchanged as contemplated by this Indenture
     into Capital Stock or other securities, if the terms of such Security
     provide for such conversion or exchange pursuant to Section 301;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal amount
of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that pursuant to the terms of
such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 502 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) above) of such Security,
and (iv) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or
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 shall have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee (A) the pledgee's right so to act with
respect to such Securities and (B) that the pledgee is not the Company or any
other obligor upon the Securities or an Affiliate of the Company or such other
obligor.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.

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

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

                                       12
<PAGE>

     "Place of Payment", with respect to any Security, means the place or places
where the principal of, or any premium or interest on, or any Additional Amounts
with respect to such Security are payable as provided in or pursuant to this
Indenture or such Security.

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

     "Redemption Date", with respect to any Security or portion thereof to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture or such Security.

     "Redemption Price", with respect to any Security or portion thereof to be
redeemed, means the price at which it is to be redeemed as determined by or
pursuant to this Indenture or such Security.

     "Registered Security" means any Security in the form established pursuant
to Section 201 which is registered in the Security Register.

     "Regular Record Date" for the interest payable on any Registered Security
on any Interest Payment Date therefor means the date, if any, specified in or
pursuant to this Indenture or such Security as the "Regular Record Date".

     "Repayment Date" shall mean, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to such Security.

     "Repayment Price" shall mean, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid
pursuant to this Indenture.

     "Required Currency" has the meaning specified in Section 116.

     "Responsible Officer" means any officer of the Trustee in its Corporate
Trust Office 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.

     "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of indebtedness, as the case may
be, authenticated and delivered under this Indenture; provided, however, that,
if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities", with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

                                       13
<PAGE>

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

     "Senior Indebtedness" means (a) any liability of the Company (1) for
borrowed money or under any reimbursement obligation relating to a letter of
credit, or (2) evidenced by a bond, note, debenture or similar instrument, or
(3) for obligations to pay the deferred purchase price of property or services,
except trade accounts payable arising in the ordinary course of business, or (4)
for the payment of money relating to a capitalized lease obligation, or (5) for
the payment of money under any Swap Agreement; (b) any liability of others
described in the preceding clause (a) that the Company has guaranteed or that is
otherwise its legal liability; and (c) any deferral, renewal, extension or
refunding of any liability of the types referred to in clauses (a) and (b)
above, unless, in the instrument creating or evidencing any such liability
referred to in clause (a) or (b) above or any such deferral, renewal, extension
or refunding referred to in clause (c) above or pursuant to which the same is
outstanding, it is expressly provided that such liability, deferral, renewal,
extension or refunding is subordinate in right of payment to all other
Indebtedness of the Company or is not senior or prior in right of payment to the
Securities or ranks PARI PASSU with or subordinate to the Securities in right of
payment.

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

     "Stated Maturity", with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due and
payable.

     "Subsidiary" means a corporation a majority of the outstanding Voting Stock
of which is owned, directly or indirectly, by the Company or one or more
Subsidiaries, or by the Company and one or more Subsidiaries.

     "Swap Agreement" means any financial agreement designed to manage the
Company's exposure to fluctuations in interest rates, currency exchange rates or
commodity prices, including without limitation, swap agreements, option
agreements, cap agreements, floor agreements, collar agreements and forward
purchase agreements.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
and any reference herein to the Trust Indenture Act or a particular provision
thereof shall mean such Act or provision, as the case may be, as amended or
replaced from time to time or as supplemented from time to time by rules or
regulations adopted by the Commission under or in furtherance of the purposes of
such Act or provision, as the case may be.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such with respect to
one or more series of Securities pursuant to the applicable provisions of this
Indenture, and thereafter "Trustee" shall mean each Person who is then a Trustee
hereunder; provided, however, that if at any time there is more than one such
Person, "Trustee" shall mean each such Person and as used with respect to the
Securities of any series shall mean the Trustee with respect to the Securities
of such series.

     "United States", except as otherwise provided in or pursuant to this
Indenture or any Security, means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.

     "United States Alien", except as otherwise provided in or pursuant to this
Indenture or any Security, means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

     "U.S. Depositary" or "Depositary" means, with respect to any Security
issuable or issued in the form of one or more Global Securities, the Person
designated as U.S. Depositary or Depositary by the Company in or pursuant to
this Indenture, which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Exchange Act, and, if so
provided with respect to any Security, any successor to such Person.  If at any
time there is more

                                       14
<PAGE>

than one such Person, "U.S. Depositary" or "Depositary" shall mean, with respect
to any Securities, the qualifying entity which has been appointed with respect
to such Securities.

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

     "Voting Stock" means stock having 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.

     Section 102.  Compliance Certificates and Opinions.

     Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture or as may be required under the Trust Indenture
Act, the Company shall furnish to the Trustee an Officers' Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel stating
that, in the opinion of such counsel, all such conditions precedent, if any,
have been complied with, except that in the case of any such application or
request as to which the furnishing of such documents or any of them is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Section 103.  Form of Documents Delivered to Trustee.

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

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

     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 or any Security, they may, but need not, be
consolidated and form one instrument.

                                       15
<PAGE>

     Whenever, subsequent to the receipt by the Trustee of any Company
Resolution, Officers' Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of
the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates required with respect to the document or instrument for which it is
substituted.  Anything in this Indenture to the contrary notwithstanding, if any
such corrective document or instrument indicates that action has been taken by
or at the request of the Company that could not have been taken had the original
document or instrument not contained such error or omission, the action so taken
shall not be invalidated or otherwise rendered ineffective but shall be and
remain in full force and effect, except to the extent that such action was a
result of willful misconduct or bad faith.  Without limiting the generality of
the foregoing, any Securities issued under the authority of such defective
document or instrument shall nevertheless be the valid obligations of the
Company entitled to the benefits of this Indenture equally and ratably with all
other Outstanding Securities, except as aforesaid.

     Section 104.  Acts of Holders; Record Dates.

     (1)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by or pursuant to this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article Fourteen or a combination of
such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or instruments
or so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and
the Company and any agent of the Trustee or the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1406.

     Without limiting the generality of this Section 104, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a U.S. 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 Act provided in or pursuant to

                                       16
<PAGE>

this Indenture or the Securities to be made, given or taken by Holders, and a
U.S. Depositary that is a Holder of a Global Security may provide its proxy or
proxies to the direct or indirect participants therein or the beneficial owners
of interests in any such Global Security through such U.S. Depositary's standing
instructions and customary practices.

     (2)  The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the Trustee may
determine; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section.

     (3)  The ownership, principal amount and serial numbers of Registered
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, shall be proved by the Security Register.

     (4)  The ownership, principal amount and serial numbers of Bearer
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, may be proved by the production of such
Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary reasonably acceptable to the Company,
wherever situated, if such certificate shall be deemed by the Company and the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or
affidavit is deemed by the Company and the Trustee to be satisfactory. The
Trustee and the Company may assume that such ownership of any Bearer Security
continues until (A) another certificate or affidavit bearing a later date issued
in respect of the same Bearer Security is produced, or (B) such Bearer Security
is produced to the Trustee by some other Person, or (C) such Bearer Security is
surrendered in exchange for a Registered Security, or (D) such Bearer Security
is no longer Outstanding. The ownership, principal amount and serial numbers of
Bearer Securities held by the Person so executing such instrument or writing and
the date of the commencement and the date of the termination of holding the same
may also be proved in any other manner which the Company and the Trustee deem
sufficient.

     (5)  Any request, demand, authorization, direction, notice, consent, waiver
or other Act by 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 or suffered to be done by the Trustee, any Security Registrar, any
Paying Agent or the Company in reliance thereon, whether or not notation of such
Act is made upon such Security.

     The Company may set any day as a record date for the purpose of determining
the Holders of Outstanding Registered Securities of any series entitled to give,
make or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders of Securities of such series; provided that the Company may
not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or
direction referred to in the

                                       17
<PAGE>

next paragraph. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Registered Securities of the relevant series on such
record date, and no other Holders, shall be entitled to take or revoke the
relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.

     The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Registered Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (4) any direction referred to in
Section 512, in each case with respect to Securities of such series.  If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Registered Securities of such series on such record date, and no other Holders,
shall be entitled to join in such notice, declaration, request or direction or
to revoke the same, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date.  Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company's expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be sent to the Company in
writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 106.

     With respect to any record date set pursuant to this Section, the party
hereto that sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Registered Securities of the relevant series in the manner set
forth in Section 106, on or prior to the existing Expiration Date.  If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto that sets such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration

                                       18
<PAGE>

Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph.  Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

     Without limiting the foregoing, a Holder entitled hereunder to 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 part of such principal amount.

     Section 105.  Notices, Etc. To Trustee and Company.

     Any request, demand, authorization, direction, notice, consent, waiver or
other 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 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: Capital
          Markets Fiduciary Services, or

     (2)  the Company by the Trustee or 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 the attention of its Treasurer 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.

     Section 106.  Notice to Holders of Securities; Waiver.

     Except as otherwise expressly provided in or pursuant to this Indenture,
where this Indenture provides for notice to Holders of Securities of any event,

     (1)  such notice shall be sufficiently given to Holders of Registered
          Securities if in writing and mailed, first-class postage prepaid, to
          each Holder of a Registered Security affected by such event, at his
          address as it appears in the Security Register, not later than the
          latest date, and not earlier than the earliest date, prescribed for
          the giving of such notice; and

     (2)  such notice shall be sufficiently given to Holders of Bearer
          Securities, if any, if published in an Authorized Newspaper in The
          City of New York and, if such Securities are then listed on any stock
          exchange outside the United States, in an Authorized Newspaper in such
          city as the Company shall advise the Trustee that such stock exchange
          so requires, on a Business Day at least twice, the first such
          publication to be not earlier than the earliest date and the second
          such publication not later than the latest date prescribed for the
          giving of such notice.

                                       19
<PAGE>

     In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein.  Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided.  In
the 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.

     In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders of Securities 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.

     Section 107.  Language of Notices.

  Any request, demand, authorization, direction, notice, consent, election or
waiver required or permitted under this Indenture shall be in the English
language, except that, if the Company so elects, any published notice may be in
an official language of the country of publication.

     Section 108.  Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.  If any provision
of this Indenture modifies or excludes any provision of the Trust Indenture Act
which 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 109.  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 110.  Successors and Assigns.

                                       20
<PAGE>

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

     Section 111.  Separability Clause.

     In case any provision in this Indenture, any Security or any Coupon 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 112.  Benefits of Indenture.

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

     Section 113.  Governing Law.

     This Indenture, the Securities and any Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said
State, without regard to conflicts of laws principles thereof.

     Section 114.  Legal Holidays.

     Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Redemption Date,
Repayment Date, Stated Maturity or Maturity of any Security shall be a Legal
Holiday at any Place of Payment, then (notwithstanding any other provision of
this Indenture, any Security or any Coupon other than a provision in any
Security or Coupon that specifically states that such provision shall apply in
lieu hereof) payment need not be made at such Place of Payment on such date, but
such payment may be made on the next succeeding day that is a Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, Repayment Date or at the Stated Maturity or
Maturity, and no interest shall accrue on the amount payable on such date or at
such time for the period from and after such Interest Payment Date, Redemption
Date, Repayment Date, Stated Maturity, Maturity, as the case may be, to the next
succeeding Business Day.

     Section 115.  Counterparts.

     This Indenture may be executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same
instrument.

     Section 116.  Judgment Currency.

                                       21
<PAGE>

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


ARTICLE TWO

SECURITIES FORMS

     Section 201.  Forms Generally.

     Each Registered Security, Bearer Security, Coupon and temporary or
permanent Global Security issued pursuant to this Indenture shall be in the form
set forth in this Article (with respect to Registered Securities) or in such
other form as shall be established by or pursuant to a Company Resolution or in
one or more indentures supplemental hereto, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by or pursuant to this Indenture or any indenture supplemental hereto
and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may, consistently herewith, be
determined by the officers executing such Security or Coupon as evidenced by
their execution of such Security or Coupon.

     Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons.

     Definitive Securities and definitive Coupons shall be printed, lithographed
or engraved or produced by any combination of these methods on a steel engraved
border or steel engraved borders or may be produced in any other manner, all as
determined by the officers of the Company

                                       22
<PAGE>

executing such Securities or Coupons, as evidenced by their execution of such
Securities or Coupons.

     Section 202.  Form of Face of Security.

  [Insert any legend required by the Internal Revenue Code and the regulations
thereunder.]

                              MARKEL CORPORATION
                              ------------------

     No.  __________                                            $ __________
                                CUSIP No.  ____

     Markel Corporation, a corporation duly organized and existing under the
laws of Virginia (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, [insert - semi-annually, quarterly, monthly or
other description of the relevant payment period] 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 - , provided that any principal and premium, and any such
installment of interest, that is overdue shall bear interest at the rate of ___%
per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand].  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 [___________________] (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 and any overdue premium shall
bear interest at the rate of ____% per annum (to the extent that the

                                       23
<PAGE>

payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment. Interest on
any overdue principal or premium shall be payable on demand. Any such interest
on overdue principal or premium which is not paid on demand shall bear interest
at the rate of ____% per annum (to the extent that the payment of such interest
on interest shall be legally enforceable), from the date of such demand until
the amount so demanded is paid or made available for payment. Interest on any
overdue interest shall be payable on demand.]

     Payment of the principal of (and premium, if any) and [if applicable,
insert - any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in _________________, in such
coin or currency of the United States of America as at he 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.


MARKEL CORPORATION


By:_____________________________
Attest:_________________________

     Section 203.  Form of Reverse of Security.

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ______, ____ (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and _________________________, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [if applicable,
insert - , limited in aggregate principal amount to $__________].

                                       24
<PAGE>

     [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 [if
applicable, insert - on or after ___________, 19__], 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 [if applicable, insert - on or
before _________________, ___%, and if redeemed] during the 12-month period
beginning _________ of the years indicated,

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

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 [if
applicable, insert - 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,

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

     Year                                         Year
     -----                                        ----

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.]

                                       25
<PAGE>

     [If applicable, insert - Notwithstanding the foregoing, the Company may
not, prior to _________, redeem any Securities of this series as contemplated by
[if applicable, insert - 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.]

     [If applicable, insert - The sinking fund for this series provides for the
redemption on __________ in each year beginning with the year _______ and ending
with the year ______ of [if applicable, insert - 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 [if applicable, insert -
mandatory] sinking fund payments may be credited against subsequent [if
applicable, insert -mandatory] sinking fund payments otherwise required to be
made [if applicable, insert - , in the inverse order in which they become due].]

     [If the Security is subject to redemption of any kind, 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 Securities of this series are not redeemable
prior to Stated Maturity.]

     [If applicable, insert - The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [,in
each case] upon compliance with certain conditions set forth in the Indenture.]

     [If the Security is not an Original Issue Discount Security, insert - If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may 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 - If an
Event of Default with respect to Securities of this series 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 (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal, premium and 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 premium and interest, if any, on the Securities of this series
shall terminate.]

                                       26
<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 therefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding for 60 days after receipt of such notice, request and offer of
indemnity.  The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed or
provided for herein.

     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 $1,000 and any integral multiple 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 having the same Stated Maturity and of like

                                       27
<PAGE>

tenor of any authorized denominations as requested by the Holder upon surrender
of the Note or Notes to be exchanged at the office or agency of the Company.

     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
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 that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

     Section 204.  Securities in Global Form.

     Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in global form.  If Securities
of a series shall be issuable in temporary or permanent global form, any such
Security may provide that it or any number of such Securities shall represent
the aggregate amount of all Outstanding Securities of such series (or such
lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be increased or reduced to reflect
exchanges.  Any endorsement of any Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 303 or 304 with respect
thereto.  Subject to the provisions of Section 303 and, if applicable, Section
304, the Trustee shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order.  If a Company Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to a Security in global form shall be
in writing but need not be accompanied by or contained in an Officers'
Certificate and need not be accompanied by an Opinion of Counsel.

     Notwithstanding the provisions of Section 307, unless otherwise specified
in or pursuant to this Indenture or any Securities, payment of principal of, any
premium and interest on, and any Additional Amounts in respect of any Security
in temporary or permanent global form shall be made to the Person or Persons
specified therein.

     Notwithstanding the provisions of Section 308 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company and
the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a Global Security (i) in the case of a Global Security
in registered form, the Holder of such Global Security in

                                       28
<PAGE>

registered form, or (ii) in the case of a Global Security in bearer form, the
Person or Persons specified pursuant to Section 301.

     Section 205.  Form of Legend for Global Securities.

     Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every 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 EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     Section 206.  Form of Trustee's Certificate of Authentication.

     Subject to Section 612, the Trustee's certificate 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.

  [Date]      _________________________, as Trustee

              By:___________________________________
                  Authorized Officer



                                       29
<PAGE>


ARTICLE THREE

THE SECURITIES

     Section 301.  Amount Unlimited; Issuable in Series.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more series. The Securities shall be subordinated in right of payment to
Senior Indebtedness as provided in Article Fifteen.

     With respect to any Securities to be authenticated and delivered hereunder,
there shall be established in or pursuant to a Company Resolution and set forth
in, or determined in the manner provided in, an Officers' Certificate, or
established in one or more indentures supplemental hereto prior to the issuance
of any Securities of a series,

     (1)  the title of such Securities and the series in which such Securities
          shall be included;

     (2)  any limit upon the aggregate principal amount of the Securities of
          such title or the Securities of such series which may be authenticated
          and delivered under this Indenture (except for Securities
          authenticated and delivered upon registration or

                                       30
<PAGE>

          transfer of, or in exchange for, or in lieu of, other Securities of
          such series pursuant to Section 304, 305, 306, 905 or 1107, upon
          surrender in part of any Registered Security for conversion or
          exchange into Capital Stock or other securities pursuant to its terms,
          or pursuant to the terms of such Securities);

     (3)  if such Securities are to be issuable as Registered Securities, as
          Bearer Securities or alternatively as Bearer Securities and Registered
          Securities, and whether the Bearer Securities are to be issuable with
          Coupons, without Coupons or both, and any restrictions applicable to
          the offer, sale or delivery of the Bearer Securities and the terms, if
          any, upon which Bearer Securities may be exchanged for Registered
          Securities and vice versa;

     (4)  if any of such Securities are to be issuable in global form, when any
          of such Securities are to be issuable in global form and (i) whether
          such Securities are to be issued in temporary or permanent global form
          or both, (ii) whether beneficial owners of interests in any such
          Global Security may exchange such interests for Securities of the same
          series and of like tenor and of any authorized form and denomination,
          and the circumstances under which any such exchanges may occur, if
          other than in the manner specified in Section 305, and (iii) the name
          of the Depositary or the U.S. Depositary, as the case may be, with
          respect to any Global Security;

     (5)  if any of such Securities are to be issuable as Bearer Securities or
          in global form, the date as of which any such Bearer Security or
          Global Security shall be dated (if other than the date of original
          issuance of the first of such Securities to be issued);

     (6)  if any of such Securities are to be issuable as Bearer Securities,
          whether interest in respect of any portion of a temporary Bearer
          Security in global form payable in respect of an Interest Payment Date
          therefor prior to the exchange, if any, of such temporary Bearer
          Security for definitive Securities shall be paid to any clearing
          organization with respect to the portion of such temporary Bearer
          Security held for its account and, in such event, the terms and
          conditions (including any certification requirements) upon which any
          such interest payment received by a clearing organization will be
          credited to the Persons entitled to interest payable on such Interest
          Payment Date;

     (7)  the date or dates, or the method or methods, if any, by which such
          date or dates shall be determined, on which the principal of such
          Securities is payable;

     (8)  the rate or rates at which such Securities shall bear interest, if
          any, or the method or methods, if any, by which such rate or rates are
          to be determined, the date or dates, if any, from which such interest
          shall accrue or the method or methods, if any, by which such date or
          dates are to be determined, the Interest Payment Dates, if any, on
          which such interest shall be payable and the Regular Record Date, if
          any, for the

                                       31
<PAGE>

          interest payable on Registered Securities on any Interest Payment
          Date, whether and under what circumstances Additional Amounts on such
          Securities or any of them shall be payable, the notice, if any, to
          Holders regarding the determination of interest on a floating rate
          Security and the manner of giving such notice, and the basis upon
          which interest shall be calculated if other than that of a 360-day
          year of twelve 30-day months;

     (9)  if in addition to or other than the Borough of Manhattan, The City of
          New York, the place or places where the principal of, any premium and
          interest on or any Additional Amounts with respect to such Securities
          shall be payable, any of such Securities that are Registered
          Securities may be surrendered for registration of transfer or
          exchange, any of such Securities may be surrendered for conversion or
          exchange and notices or demands to or upon the Company in respect of
          such Securities and this Indenture may be served, the extent to which,
          or the manner in which, any interest payment or Additional Amounts on
          a Global Security on an Interest Payment Date will be paid and the
          manner in which any principal of or premium, if any, on any Global
          Security will be paid;

     (10) whether any of such Securities are to be redeemable at the option of
          the Company and, if so, the date or dates on which, the period or
          periods within which, the price or prices at which, or the method or
          methods, if any, by which such price or prices shall be determined,
          and the other terms and conditions upon which such Securities may be
          redeemed, in whole or in part, at the option of the Company;

     (11) if the Company is obligated to redeem or purchase any of such
          Securities pursuant to any sinking fund or analogous provision and, if
          so, the date or dates on which, the period or periods within which,
          the price or prices at which and the other terms and conditions upon
          which such Securities shall be redeemed or purchased, in whole or in
          part, pursuant to such obligation, and any provisions for the
          remarketing of such Securities so redeemed or purchased;

     (12) the denominations in which any of such Securities that are registered
          Securities shall be issuable if other than denominations of $1,000 and
          any integral multiple thereof, and the denominations in which any of
          such Securities that are Bearer Securities shall be issuable if other
          than the denomination of $5,000;

     (13) whether the Securities of the series will be convertible into shares
          of Capital Stock and/or exchangeable for other securities, and if so,
          the terms and conditions upon which such Securities will be so
          convertible or exchangeable, and any deletions from or modifications
          or additions to this Indenture to permit or to facilitate the issuance
          of such convertible or exchangeable Securities or the administration
          thereof;

                                       32
<PAGE>

     (14) if other than the principal amount thereof, the portion of the
          principal amount of any of such Securities that shall be payable upon
          declaration of acceleration of the Maturity thereof pursuant to
          Section 502 or the method by which such portion is to be determined;

     (15) if other than Dollars, the Foreign Currency in which payment of the
          principal of, any premium or interest on or any Additional Amounts
          with respect to any of such Securities shall be payable;

     (16) if the principal of, any premium or interest on or any Additional
          Amounts with respect to any of such Securities are to be payable, at
          the election of the Company or a Holder thereof or otherwise, in
          Dollars or in a Foreign Currency other than that in which such
          Securities are stated t be payable, the date or dates on which, the
          period or periods within which, and the other terms and conditions
          upon which, such election may be made, and the time and manner of
          determining the exchange rate between the Currency in which such
          Securities are stated to be payable and the Currency in which such
          Securities or any of them are to be paid pursuant to such election,
          and any deletions from or modifications of or additions to the terms
          of this Indenture to provide for or to facilitate the issuance of
          Securities denominated or payable, at the election of the Company or a
          Holder thereof or otherwise, in a Foreign Currency;

     (17) whether the amount of payments of principal of, any premium or
          interest on or any Additional Amounts with respect to such Securities
          may be determined with reference to an index, formula or other method
          or methods (which index, formula or method or methods may be based,
          without limitation, on one or more Currencies, commodities, equity
          indices or other indices), and, if so, the terms and conditions upon
          which and the manner in which such amounts shall be determined and
          paid or payable;

     (18) any deletions from, modifications of or additions to the Events of
          Default or covenants of the Company with respect to any of such
          Securities, whether or not such Events of Default or covenants are
          consistent with the Events of Default or covenants set forth herein;

     (19) if either or both of Section 402(2) relating to defeasance or Section
          402(3) relating to covenant defeasance shall not be applicable to the
          Securities of such series, or any covenants relating to the Securities
          of such series which shall be subject to covenant defeasance, and any
          deletions from, or modifications or additions to, the provisions of
          Article Four in respect of the Securities of such series;

     (20) if any of such Securities are to be issuable upon the exercise of
          warrants, and the time, manner and place for such Securities to be
          authenticated and delivered;

                                       33
<PAGE>

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

     (22) if there is more than one Trustee, the identity of the Trustee  and,
          if not the Trustee, the identity of each Security Registrar, Paying
          Agent or Authenticating Agent with respect to such Securities;

     (23) 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;

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

     All Securities of any one series and all Coupons, if any, appertaining to
Bearer Securities of such series shall be substantially identical except as to
Currency of payments due thereunder, denomination and the rate of interest, or
method of determining the rate of interest, if any, Maturity, and the date from
which interest, if any, shall accrue and except as may otherwise be provided by
the Company in or pursuant to the Company Resolution and set forth in, or
determined in the manner provided, in the Officers' Certificate or in any
indenture or indentures supplemental hereto pertaining to such series of
Securities.  The terms of the Securities of any series may provide, without
limitation, that the Securities shall be authenticated and delivered by the
Trustee on original issue from time to time upon telephonic or written order of
persons designated in the Officers' Certificate or supplemental indenture
(telephonic instructions to be promptly confirmed in writing by such person) and
that such persons are authorized to determine, consistent with such Officers'
Certificate or any applicable supplemental indenture, such terms and conditions
of the Securities of such series as are specified in such Officers' Certificate
or supplemental indenture. All Securities of any one series need not be issued
at the same time and, unless otherwise so provided by the Company, a series may
be reopened for issuances of additional Securities of such series or to
establish additional terms of such series of Securities.

     If any of the terms of the Securities of any series shall be established by
action taken by or pursuant to a Company Resolution, the Company Resolution
shall be delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms or the manner of determining the terms of
such series.

     Section 302.  Currency; Denominations.

     Unless otherwise provided in or pursuant to this Indenture, the principal
of, any premium and interest on and any Additional Amounts with respect to the
Securities shall be payable in Dollars.  Unless otherwise provided in or
pursuant to this Indenture, Registered Securities

                                       34
<PAGE>

denominated in Dollars shall be issuable in registered form without Coupons in
denominations of $1,000 and any integral multiple thereof, and the Bearer
Securities denominated in Dollars shall be issuable in the denomination of
$5,000. Securities not denominated in Dollars shall be issuable in such
denominations as are established with respect to such Securities in or pursuant
to this Indenture.

     Section 303.  Execution, Authentication, Delivery and Dating.

     Securities shall be executed on behalf of the Company by any Officer under
its corporate seal reproduced thereon and attested by its Corporate Secretary
(provided that the Corporate Secretary shall not attest his or her own signature
as an Officer) or one of its Assistant Corporate Secretaries. Coupons shall be
executed on behalf of the Company by the Corporate Secretary or one of the
Assistant Corporate Secretaries of the Company. The signature of any of these
officers on the Securities or any Coupons appertaining thereto may be manual or
facsimile.

     Securities and any Coupons appertaining thereto 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 or Coupons.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for authentication
and, provided that the Company Resolution and Officers' Certificate or
supplemental indenture or indentures with respect to such Securities referred to
in Section 301 and a Company Order for the authentication and delivery of such
Securities have been delivered to the Trustee, the Trustee in accordance with
the Company Order and subject to the provisions hereof and of such Securities
shall authenticate and deliver such Securities; provided, however, that in the
case of Securities offered in a Periodic Offering, the Trustee shall
authenticate and deliver such Securities from time to time in accordance with
such other procedures (including, without limitation, the receipt by the Trustee
of oral or electronic instructions from the Company or its duly authorized
agents, promptly confirmed in writing) acceptable to the Trustee as may be
specified by or pursuant to a Company Order delivered to the Trustee prior to
the time of the first authentication of Securities of such series.  If the form
or terms of the Securities of the series have been established by or pursuant to
one or more Company Resolutions as permitted by Sections 201 and 301, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities and any Coupons appertaining
thereto, the Trustee shall be entitled to receive, and (subject to Sections
315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in
relying upon,

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

          (a)  the form or forms and terms, or if all Securities of such series
               are not to be issued at one time, the manner of determining the
               terms of such Securities and Coupons, if any, have been
               established in conformity with the provisions of this Indenture;

                                       35
<PAGE>

          (b)  all conditions precedent provided for in this Indenture to the
               authentication and delivery of such Securities and Coupons, if
               any, appertaining thereto have been complied with and that such
               Securities, and Coupons, when completed by appropriate
               insertions, executed under the Company's corporate seal and
               attested by duly authorized officers of the Company, delivered by
               duly authorized officers of the Company to the Trustee for
               authentication pursuant to this Indenture, and 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 legally valid and binding obligations of
               the Company, enforceable against the Company in accordance with
               their terms, subject to bankruptcy, insolvency, reorganization,
               moratorium, arrangement, fraudulent conveyance, fraudulent
               transfer or other similar laws relating to or affecting
               creditors' rights generally, and subject to general principles of
               equity (regardless of whether enforcement is sought in a
               proceeding in equity or at law); and

          (c)  this Indenture has been qualified under the Trust Indenture Act;
               and

     (2)  an Officers' Certificate stating that, to the best knowledge of the
Persons executing such certificate, no event which is, or after notice or lapse
of time would become, an Event of Default with respect to any of the Securities
shall have occurred and be continuing.

     If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel at the time of issuance
of each Security, but such opinion shall be delivered at or before the time of
issuance of the first Security of such series.  After any such first delivery,
any separate request by the Company that the Trustee authenticate Securities of
such series for original issue will be deemed to be a certification by the
Company that all conditions precedent provided for in this Indenture relating to
authentication and delivery of such Securities continue to have been complied
with.

     The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any 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 or if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

     With respect to Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

     Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any temporary Bearer Security in global form shall be
dated as of the date specified in or pursuant to this Indenture.

                                       36
<PAGE>

     No Security or Coupon appertaining thereto 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 in Section 206 or 612 executed by or on behalf of the Trustee
or by the Authenticating Agent by the manual signature of one of its authorized
officers.  Such certificate upon any Security shall be conclusive evidence, and
the only evidence, that such Security has been duly authenticated and delivered
hereunder. Except as permitted by Section 306 or 307, the Trustee shall not
authenticate and deliver any Bearer Security unless all Coupons appertaining
thereto then matured have been detached and canceled.

     Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

     Section 304.  Temporary Securities.

     Pending the preparation of definitive Securities, the Company may execute
and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 303, temporary
Securities in lieu thereof 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, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities.  Such temporary
Securities may be in global form.

     Except in the case of temporary Securities in global form, which shall be
exchanged in accordance with the provisions thereof, if temporary Securities are
issued, the Company shall cause definitive Securities to be prepared without
unreasonable delay.  After the preparation of definitive Securities of the same
series and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Office
or Agency for such Securities, without charge to any Holder thereof.  Upon
surrender for cancellation of any one or more temporary Securities (accompanied
by any unmatured Coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations of the same series
and containing identical terms and provisions; provided, however, that no
definitive Bearer Security, except as provided in or pursuant to this Indenture,
shall be delivered in exchange for a temporary Registered Security; and
provided, further, that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in or pursuant to this Indenture.  Unless otherwise provided in or
pursuant to this Indenture with respect to a temporary Global Security, until so
exchanged the temporary Securities of any series shall in

                                       37
<PAGE>

all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

     Section 305.  Registration, Transfer and Exchange.

     With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series.  Such Office or Agency shall be the "Security Registrar" for that series
of Securities.  Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each
series of Securities.  The Company shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Securities shall have been
appointed by the Company and shall have accepted such appointment. In the event
that the Trustee shall not be or shall cease to be Security Registrar with
respect to a series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times.  There shall be only
one Security Register for each series of Securities.

     Upon surrender for registration of transfer of any Registered Security of
any series at any Office or Agency for such series, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series denominated as authorized in or pursuant to this Indenture, of a like
aggregate principal amount bearing a number not contemporaneously outstanding
and containing identical terms and provisions.

     At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series.  Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.

     If provided in or pursuant to this Indenture, with respect to Securities of
any series, at the option of the Holder, Bearer Securities of such series may be
exchanged for Registered Securities of such series containing identical terms,
denominated as authorized in or pursuant to this Indenture and in the same
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining.  If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the

                                       38
<PAGE>

Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless.  If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 1002, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business at
such Office or Agency on (i) any Regular Record Date and before the opening of
business at such Office or Agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such Office or
Agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the Coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such Coupon
is so surrendered with such Bearer Security, such Coupon shall be returned to
the Person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, shall not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but shall be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture.

     If provided in or pursuant to this Indenture with respect to Securities of
any series, at the option of the Holder, Registered Securities of such series
may be exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series.

     Whenever any Securities are surrendered for exchange as contemplated by the
immediately preceding two paragraphs, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

     Notwithstanding the foregoing, except as otherwise provided in or pursuant
to this Indenture, any Global Security shall be exchangeable for definitive
Securities only if (i) the Depositary is at any time unwilling, unable or
ineligible to continue as Depositary and a successor depositary is not appointed
by the Company within 90 days of the date the Company is so informed in writing,
(ii) the Company executes and delivers to the Trustee a Company Order to the
effect that such Global Security shall be so exchangeable, or (iii) an Event of
Default has occurred and is continuing with respect to the Securities.  If the
beneficial owners of interests in a Global Security are entitled to exchange
such interests for definitive Securities as the result of an event described in
clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary
delay but in any event not later than the earliest date on which such interests
may be so exchanged, the Company shall deliver to the Trustee definitive
Securities in such form and denominations as are required by or pursuant to this
Indenture, and of the same series, containing identical terms and in aggregate
principal amount equal to the principal amount of such Global Security, executed
by the Company.  On or after the earliest date on which such interests may be so
exchanged, such Global Security shall be surrendered from time to time by the
U.S. Depositary or such other Depositary as

                                       39
<PAGE>

shall be specified in the Company Order with respect thereto, and in accordance
with instructions given to the Trustee and the U.S. Depositary or such other
Depositary, as the case may be (which instructions shall be in writing but need
not be contained in or accompanied by an Officers' Certificate or be accompanied
by an Opinion of Counsel), as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities as described above
without charge. The Trustee shall authenticate and make available for delivery,
in exchange for each portion of such surrendered Global Security, a like
aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such Global
Security to be exchanged, which (unless such Securities are not issuable both as
Bearer Securities and as Registered Securities, in which case the definitive
Securities exchanged for the Global Security shall be issuable only in the form
in which the Securities are issuable, as provided in or pursuant to this
Indenture) shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner
thereof, but subject to the satisfaction of any certification or other
requirements to the issuance of Bearer Securities; provided, however, that no
such exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of the same series to be redeemed and
ending on the relevant Redemption Date; and provided, further, that (unless
otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a Global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following any
such exchange in part, such Global Security shall be returned by the Trustee to
such Depositary or the U.S. Depositary, as the case may be, or such other
Depositary or U.S. Depositary referred to above in accordance with the
instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a Global Security after the close of
business at the Office or Agency for such Security where such exchange occurs on
or after (i) any Regular Record Date for such Security and before the opening of
business at such Office or Agency on the next Interest Payment Date, or (ii) any
Special Record Date for such Security and before the opening of business at such
Office or Agency on the related proposed date for payment of interest or
Defaulted Interest, as the case may be, interest shall not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Registered Security, but shall be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such Global Security shall
be payable in accordance with the provisions of this Indenture.

     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 entitling the Holders thereof to the same benefits under this Indenture
as the Securities surrendered upon such registration of transfer or exchange.

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

                                       40
<PAGE>

     No service charge shall be made for any registration of transfer or
exchange, or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge and any other
expenses (including fees and expenses of the Trustee) that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 905 or 1107, or upon surrender in part
of any Registered Security for conversion or exchange into Capital Stock or
other securities pursuant to its terms, in each case not involving any transfer.

     Except as otherwise provided in or pursuant to this Indenture, the Company
shall not be required (i) to issue, register the transfer of or exchange any
Securities during a period beginning at the opening of business 15 days before
the day of the selection for redemption of Securities of like tenor and the same
series under Section 1103 and ending at the close of business on the day of such
selection, or (ii) to register the transfer of or exchange any Registered
Security so selected for redemption in whole or in part, except in the case of
any Security to be redeemed in part, the portion thereof not to be redeemed, or
(iii) to exchange any Bearer Security so selected for redemption except, to the
extent provided with respect to such Bearer Security, that such Bearer Security
may be exchanged for a Registered Security of like tenor and the same series,
provided that such Registered Security shall be immediately surrendered for
redemption with written instruction for payment consistent with the provisions
of this Indenture or (iv) to issue, register the transfer of or exchange any
Security which, in accordance with its terms, has been surrendered for repayment
at the option of the Holder, except the portion, if any, of such Security not to
be so repaid.

     The provisions of Clauses (1), (2) and (3) below shall apply only to Global
Securities:

     (1)  Each Registered Global Security authenticated under this Indenture
          shall be registered in the name of the Depositary designated for such
          Global Security or a nominee thereof and delivered to such Depositary
          or a nominee thereof or custodian therefor, and each such Global
          Security shall constitute a single Security for all purposes of this
          Indenture.

     (2)  Any exchange or transfer of a Registered Global Security for other
          Securities may be made in whole or in part, and all Securities issued
          in exchange for or upon transfer of a Global Security or any portion
          thereof shall be registered in such names as the Depositary for such
          Global Security shall direct.

     (3)  Every Security authenticated and delivered upon registration of
          transfer of, or in exchange for or in lieu of, a Global Security or
          any portion thereof, whether pursuant to this Section, Section 304,
          306, 905 or 1107 or otherwise, shall be authenticated and delivered in
          the form of, and shall be, a Global Security, unless such Security is
          registered in the name of a Person other than the Depositary for such
          Global Security or a nominee thereof.

     Section 306.  Mutilated, Destroyed, Lost and Stolen Securities.

                                       41
<PAGE>

     If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 306, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

     If there be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or Coupon,
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 or Coupon has been acquired by a
bona fide purchaser, the Company shall execute and, upon the Company's request
the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Security or in exchange for the
Security to which a destroyed, lost or stolen Coupon appertains with all
appurtenant Coupons not destroyed, lost or stolen, a new Security of the same
series containing identical terms and of like principal amount and bearing a
number not contemporaneously outstanding, with Coupons corresponding to the
Coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen Coupon appertains.

     Notwithstanding the foregoing provisions of this Section 306, in case any
mutilated, destroyed, lost or stolen Security or Coupon 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 or Coupon; provided, however, that payment of
principal of, any premium or interest on or any Additional Amounts with respect
to any Bearer Securities shall, except as otherwise provided in Section 1002, be
payable only at an Office or Agency for such Securities located outside the
United States and, unless otherwise provided in or pursuant to this Indenture
(including this paragraph), any interest on Bearer Securities and any Additional
Amounts with respect to such interest shall be payable only upon presentation
and surrender of the Coupons appertaining thereto.

     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, with any Coupons appertaining thereto issued pursuant
to this Section in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to which a destroyed, lost or stolen Coupon appertains
shall constitute a separate obligation of the Company, whether or not the
destroyed, lost or stolen Security and Coupons appertaining thereto or the
destroyed, lost or stolen Coupon 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 such series and any
Coupons, if any, duly issued hereunder.

                                       42
<PAGE>

     The provisions of this Section, as amended or supplemented pursuant to this
Indenture with respect to particular Securities or generally, shall be 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 or Coupons.

     Section 307.  Payment of Interest and Certain Additional Amounts; Rights to
     Interest and Certain Additional Amounts Preserved.

     Unless otherwise provided in or pursuant to this Indenture, any interest on
and any Additional Amounts with respect to any Registered Security which shall
be payable, and are punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name such Security (or one or
more Predecessor Securities) is registered as of the close of business on the
Regular Record Date for such interest.  Unless otherwise provided in or pursuant
to this Indenture, in case a Bearer Security is surrendered in exchange for a
Registered Security after the close of business at an Office or Agency for such
Security on any Regular Record Date therefor and before the opening of business
at such Office or Agency on the next succeeding Interest Payment Date therefor,
such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date and interest shall not be payable on such Interest Payment
Date in respect of the Registered Security issued in exchange for such Bearer
Security, but shall be payable only to the Holder of such Coupon when due in
accordance with the provisions of this Indenture.

     Unless otherwise provided in or pursuant to this Indenture, any interest on
and any Additional Amounts with respect to any Registered Security which shall
be payable, but shall not be punctually paid or duly provided for, on any
interest Payment Date for such Registered Security (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:

     (1)  The Company may elect to make payment of any Defaulted Interest to the
          Person in whose name such Registered Security (or a Predecessor
          Security thereof) shall be 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 such Registered Security 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 on or prior to the date
          of the proposed payment, such money when so deposited to be held in
          trust for the benefit of the Person 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

                                       43
<PAGE>

          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 the Holder of such Registered Security (or a
          Predecessor Security thereof) at his address as it appears in the
          Security Register not less than 10 days prior to such Special Record
          Date. The Trustee may, in its discretion, in the name and at the
          expense of the Company cause a similar notice to be published at least
          once in an Authorized Newspaper of general circulation in the Borough
          of Manhattan, The City of New York, but such publication shall not be
          a condition precedent to the establishment of such Special Record
          Date. Notice of the proposed payment of such Defaulted Interest and
          the Special Record Date therefor having been mailed as aforesaid, such
          Defaulted Interest shall be paid to the Person in whose name such
          Registered Security (or a Predecessor Security thereof) shall be
          registered at the close of business on such Special Record Date and
          shall no longer be payable pursuant to the following clause (2). In
          case a Bearer Security is surrendered at the Office or Agency for such
          Security in exchange for a Registered Security after the close of
          business at such Office or Agency on any Special Record Date and
          before the opening of business at such Office or Agency on the related
          proposed date for payment of Defaulted Interest, such Bearer Security
          shall be surrendered without the Coupon relating to such Defaulted
          Interest and Defaulted Interest shall not be payable on such proposed
          date of payment in respect of the Registered Security issued in
          exchange for such Bearer Security, but shall be payable only to the
          Holder of such Coupon when due in accordance with the provisions of
          this Indenture.

     (2)  The Company may make payment of any Defaulted Interest in any other
          lawful manner not inconsistent with the requirements of any securities
          exchange on which such Security 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 payment shall be deemed practicable by the Trustee.

     Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series, at the option of the Company, interest on
Registered Securities that bear 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 or by transfer to an account maintained by the payee with a
bank located in the United States, provided that appropriate wire transfer
instructions shall have been delivered by such payee to the Paying Agent at
least five Business Days prior to the applicable date for payment of interest.

     Subject to the foregoing provisions of this Section and Section 305, 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.

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<PAGE>

     Section 308.  Persons Deemed Owners.

     Prior to due presentment of a Registered 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 Registered Security is registered in the
Security Register as the owner of such Registered Security for the purpose of
receiving payment of principal of, any premium and (subject to Sections 305 and
307) interest on and any Additional Amounts with respect to such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and neither the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not any payment with respect to such Security or Coupon shall be overdue, and
neither the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

     No holder of any beneficial interest in any Global Security held on its
behalf by a U.S. Depositary or Depositary shall have any rights under this
Indenture with respect to such Global Security, and such U.S. Depositary or
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.  None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

     Section 309.  Cancellation.

     All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee, and any such Securities and Coupons, as well as
Securities and Coupons surrendered directly to the Trustee for any such purpose,
shall be canceled promptly by the Trustee.  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 all Securities so delivered shall be canceled promptly by the
Trustee.  No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by or pursuant to this Indenture.  All canceled Securities and Coupons held by
the Trustee shall be disposed of by the Trustee in accordance with its customary
procedures, unless by a Company Order the Company directs their return to it.

     Section 310.  Computation of Interest.

                                       45
<PAGE>

     Except as otherwise provided in or pursuant to this Indenture or in the
Securities of any series, interest on the Securities shall be computed on the
basis of a 360-day year of twelve 30-day months.

     Section 311.  CUSIP, CINS or ISIN Numbers.

     The Company in issuing the Securities may use "CUSIP", "CINS" or "ISIN"
numbers (if then generally in use), and, if so, the Trustee or the Company shall
use "CUSIP", "CINS" or "ISIN" numbers in notices of redemption or repurchase as
a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption or repurchase
and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such redemption or repurchase shall not be affected
by any defect in or omission of such numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE OF INDENTURE

     Section 401.  Satisfaction and Discharge.

     Upon the direction of the Company by a Company Order, this Indenture shall
cease to be of further effect with respect to any series of Securities specified
in such Company Order and any Coupons appertaining thereto, and the Trustee, on
receipt of a Company Order, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series, when

     (1)  either

       (a)  all Securities of such series theretofore authenticated and
            delivered and all Coupons appertaining thereto (other than (i)
            Coupons appertaining to Bearer Securities of such series surrendered
            in exchange for Registered Securities of such series and maturing
            after such exchange whose surrender is not required or has been
            waived as provided in Section 305, (ii) Securities and Coupons of
            such series which have been destroyed, lost or stolen and which have
            been replaced or paid as provided in Section 306, (iii) Coupons
            appertaining to Securities of such series called for redemption and
            maturing after the relevant Redemption Date whose surrender has been
            waived as provided in Section 1106, and (iv) Securities and Coupons
            of such series 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,
            as provided in Section 1003) have been delivered to the Trustee for
            cancellation; or

       (b)  all such Securities of such series and, in the case of (i) or (ii)
            below, any Coupons appertaining thereto not theretofore delivered to
            the Trustee for cancellation

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<PAGE>

          (i)   have become due and payable, or

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

          (iii) if redeemable at the option of the Company, 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 such purpose, money in the Currency in which such
                Securities are payable in an amount sufficient to pay and
                discharge the entire indebtedness on such Securities and any
                Coupons appertaining thereto not theretofore delivered to the
                Trustee for cancellation, including the principal of, any
                premium and interest on, and, to the extent that the Securities
                of such series provide for the payment of Additional Amounts
                thereon and the amount of any such Additional Amounts is at the
                time of deposit reasonably determinable by the Company (in the
                exercise by the Company of its sole and absolute discretion),
                any Additional Amounts with respect to, such Securities and any
                Coupons appertaining thereto, to the date of such deposit (in
                the case of Securities which have become due and payable) or to
                the Maturity thereof, as the case may be;

     (2)        the Company has paid or caused to be paid all other sums payable
                hereunder by the Company with respect to the Outstanding
                Securities of such series and any Coupons appertaining thereto;
                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 as to such series
                have been complied with.

     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 such series as to which it is Trustee and if the other conditions
thereto are met.

     Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 606 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations
of the Company and the Trustee with respect to the Securities of such series
under Sections 305, 307, 403, and the last paragraph of Section 1003 shall
survive.

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<PAGE>

     Section 402.  Defeasance and Covenant Defeasance.

     (1)  Unless, pursuant to Section 301, either or both of (i) defeasance of
          the Securities of or within a series under clause (2) of this Section
          402 or (ii) covenant defeasance of the Securities of or within a
          series under clause (3) of this Section 402 shall not be applicable
          with respect to the Securities of such series, then such provisions,
          together with the other provisions of this Section 402 (with such
          modifications thereto as may be specified pursuant to Section 301 with
          respect to any Securities), shall be applicable to such Securities and
          any Coupons appertaining thereto, and the Company may at its option by
          Company Resolution, at any time, with respect to such Securities and
          any Coupons appertaining thereto, elect to have Section 402(2) or
          Section 402(3) be applied to such Outstanding Securities and any
          Coupons appertaining thereto upon compliance with the conditions set
          forth below in this Section 402.

     (2)  Upon the Company's exercise of the above option applicable to this
          Section 402(2) with respect to any Securities of or within a series,
          the Company shall be deemed to have been discharged from its
          obligations with respect to such Outstanding Securities and any
          Coupons appertaining thereto on the date the conditions set forth in
          clause (4) of this Section 402 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 such Outstanding Securities and any
          Coupons appertaining thereto, which shall thereafter be deemed to be
          "Outstanding" only for the purposes of clause (5) of this Section 402
          and the other Sections of this Indenture referred to in clauses (i)
          and (ii) below, and to have satisfied all of its other obligations
          under such Securities and any Coupons appertaining thereto and this
          indenture insofar as such Securities and any Coupons appertaining
          thereto 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: (i) the rights of Holders of such Outstanding
          Securities and any Coupons appertaining thereto to receive, solely
          from the trust fund described in clause (4) of this Section 402 and as
          more fully set forth in such Section, payments in respect of the
          principal of (and premium, if any) and interest, if any, on, and
          Additional Amounts, if any, with respect to, such Securities and any
          Coupons appertaining thereto when such payments are due, and any
          rights of such Holder to convert or exchange such Securities into
          Capital Stock or other securities, (ii) the obligations of the Company
          and the Trustee with respect to such Securities under Sections 305,
          306, 1002 and 1003, with respect to the payment of Additional Amounts,
          if any, on such Securities as contemplated by Section 1004 (but only
          to the extent that the Additional Amounts payable with respect to such
          Securities exceed the amount deposited in respect of such Additional
          Amounts pursuant to Section 401(4)(a) below), and with respect to any
          rights to convert or exchange such Securities into Capital Stock or
          other securities, (iii) the rights, powers, trusts,

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<PAGE>

          duties and immunities of the Trustee hereunder (including under
          Section 607) and (iv) this Section 402. The Company may exercise its
          option under this Section 402(2) notwithstanding the prior exercise of
          its option under clause (3) of this Section 402 with respect to such
          Securities and any Coupons appertaining thereto.

     (3)  Upon the Company's exercise of the above option applicable to this
          Section 402(3) with respect to any Securities of or within a series,
          the Company shall be released from any covenant applicable to such
          Securities specified pursuant to Section 301(19), with respect to such
          Outstanding Securities and any Coupons appertaining thereto on and
          after the date the conditions set forth in clause (4) of this Section
          402 are satisfied (hereinafter, "covenant defeasance"), and such
          Securities and any Coupons appertaining thereto shall thereafter be
          deemed to be not "Outstanding" for the purposes of any direction,
          waiver, consent or declaration or Act of Holders (and the consequences
          of any thereof) in connection with any such covenant, but shall
          continue to be deemed "Outstanding" for all other purposes hereunder.
          For this purpose, such covenant defeasance means that, with respect to
          such Outstanding Securities and any Coupons appertaining thereto, 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
          covenant, whether directly or indirectly, by reason of any reference
          elsewhere herein to any such covenant or by reason of reference in any
          such covenant to any other provision herein or in any other document
          and such omission to comply shall not constitute a default or an Event
          of Default under Section 501(4) or 501(7) or otherwise, as the case
          may be, but, except as specified above, the remainder of this
          Indenture and such Securities and Coupons appertaining thereto shall
          be unaffected thereby.

     (4)  The following shall be the conditions to application of clause (2) or
          (3) of this Section 402 to any Outstanding Securities of or within a
          series and any Coupons appertaining thereto:

          (a)  The Company shall irrevocably have deposited or caused to be
               deposited with the Trustee (or another trustee satisfying the
               requirements of Section 608 who shall agree to comply with the
               provisions of this Section 402 applicable to it) 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 and any Coupons
               appertaining thereto, (1) an amount in Dollars or in such Foreign
               Currency in which such Securities and any Coupons appertaining
               thereto are then specified as payable at Stated Maturity, or (2)
               Government Obligations applicable to such Securities and Coupons
               appertaining thereto (determined on the basis of the Currency in
               which such Securities and Coupons appertaining thereto are then
               specified as payable at Stated Maturity) 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 of principal of (and premium,
               if any) and interest, if any, on such Securities and any Coupons

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<PAGE>

               appertaining thereto, money in an amount, or (3) a combination
               thereof, in any case, in an amount, sufficient, without
               consideration of any reinvestment of such principal and interest,
               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 (or other qualifying trustee) to pay
               and discharge, (y) the principal of (and premium, if any) and
               interest, if any, on, and, to the extent that such Securities
               provide for the payment of Additional Amounts thereon and the
               amount of any such Additional Amounts is at the time of deposit
               reasonably determinable by the Company (in the exercise by the
               Company of its sole and absolute discretion), any Additional
               Amounts with respect to, such Outstanding Securities and any
               Coupons appertaining thereto to and including the Stated Maturity
               of such principal or installment of principal or interest or the
               Redemption Date established pursuant to clause (d) below, if any,
               and (z) any mandatory sinking fund payments or analogous payments
               applicable to such Outstanding Securities and any Coupons
               appertaining thereto on the day on which such payments are due
               and payable in accordance with the terms of this Indenture and of
               such Securities and any Coupons appertaining thereto.

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

          (c)  Solely in the case of an election under clause (2) of this
               Section 402, no Event of Default or event which with notice or
               lapse of time or both would become an Event of Default with
               respect to such Securities and any Coupons appertaining thereto
               shall have occurred and be continuing on the date of such deposit
               and, with respect to defeasance only, at any time during the
               period ending on the 91st day after the date of such deposit (it
               being understood that this condition shall not be deemed
               satisfied until the expiration  of such period).

          (d)  If the Securities are to be redeemed prior to Stated Maturity
               (other than from mandatory sinking fund payments or analogous
               payments), notice of such redemption shall have been duly given
               pursuant to this Indenture or provision therefor satisfactory to
               the Trustee shall have been made.

          (e)  The Company shall have delivered to the Trustee an Officers'
               Certificate and an Opinion of Counsel, each stating that all
               conditions precedent to the defeasance or covenant defeasance
               under clause (2) or (3) of this Section 402 (as the case may be)
               have been complied with.

          (f)  Notwithstanding any other provisions of this Section 402(4), such
               defeasance or covenant defeasance shall be effected in compliance
               with any additional or

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<PAGE>

               substitute terms, conditions or limitations which may be imposed
               on the Company in connection therewith pursuant to Section 301.

     (5)  Subject to the provisions of the last paragraph of Section 1003, all
          money and Government Obligations (or other property as may be provided
          pursuant to Section 301) (including the proceeds thereof) deposited
          with the Trustee (or other qualifying trustee, collectively for
          purposes of this Section 402(5) and Section 403, the "Trustee")
          pursuant to clause (4) of Section 402 in respect of any Outstanding
          Securities of any series and any Coupons appertaining thereto shall be
          held in trust and applied by the Trustee, in accordance with the
          provisions of such Securities and any Coupons appertaining thereto 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 Holders of such Securities and any
          Coupons appertaining thereto of all sums due and to become due thereon
          in respect of principal (and premium, if any) and interest and
          Additional Amounts, if any, but such money need not be segregated from
          other funds except to the extent required by law.

     Unless otherwise specified in or pursuant to this Indenture or any
Securities, if, after a deposit referred to in Section 402(4)(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 301 or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 402(4)(a) has been made in respect of such Security, or (b)
a Conversion Event occurs in respect of the Foreign Currency in which the
deposit pursuant to Section 402(4)(a) has been made, the indebtedness
represented by such Security and any Coupons appertaining thereto shall be
deemed to have been, and will be, fully discharged and satisfied through the
payment of the principal of (and premium, if any), and interest, if any, on, and
Additional Amounts, if any, with respect to, such Security as the same becomes
due out of the proceeds yielded by converting (from time to time as specified
below in the case of any such election) the amount or other property deposited
in respect of such Security into the Currency in which such Security becomes
payable as a result of such election or Conversion Event based on (x) in the
case of payments made pursuant to clause (a) above, the applicable market
exchange rate for such Currency in effect on the second Business Day prior to
each payment date, or (y) with respect to a Conversion Event, the applicable
market exchange rate for such Foreign Currency in effect (as nearly as feasible)
at the time of the Conversion Event.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge, imposed on or assessed against the Government Obligations
deposited pursuant to this Section 402 or the principal or interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Outstanding Securities and any Coupons
appertaining thereto.

     Anything in this Section 402 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in clause (4) of

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<PAGE>

this Section 402 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 a defeasance or covenant defeasance, as
applicable, in accordance with this Section 402.

     Section 403.  Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations deposited with the Trustee (or other qualifying
Trustee) pursuant to Section 401 or 402 shall be held in trust and applied by
it, in accordance with the provisions of the Securities, the Coupons 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 (or other
qualifying Trustee) may determine, to the Persons entitled thereto, of the
principal, premium, interest and Additional Amounts for whose payment such money
has or Government Obligations have been deposited with or received by the
Trustee (or other qualifying Trustee); but such money and Government Obligations
need not be segregated from other funds except to the extent required by law.

     Section 404.  Qualifying Trustee.

     Any trustee appointed pursuant to Section 402 for the purpose of holding
money or Government Obligations deposited pursuant to that Section shall be
appointed under an agreement in form acceptable to the Trustee and shall provide
to the Trustee a certificate of such trustee, upon which certificate the Trustee
shall be entitled to conclusively rely, that all conditions precedent provided
for herein to the related defeasance or covenant defeasance have been complied
with. In no event shall the Trustee be liable for any acts or omissions of said
trustee.

     Section 405.  Reinstatement.

     If the Trustee (or other qualifying trustee) is unable to apply any money
or Government Obligations in accordance with Section 401 or 402, as applicable,
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture, the Securities and the Coupons, if any,
appertaining thereto shall be revived and reinstated as though no deposit had
occurred pursuant to Section 401 or 402 until such time as the Trustee (or other
qualifying trustee) is permitted to apply all such money or Government
Obligations in accordance with Section 401 or 402, as applicable; provided,
however, that if the Company has made any payment of principal of or any premium
or interest on any Securities or Coupons because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities or Coupons to receive such payment from the money or Government
Obligations held by the Trustee (or other qualifying trustee).

     Section 406.  Effect on Subordination Provisions.

     Unless otherwise expressly provided pursuant to Section 301 with respect to
the Securities of any series, the provisions for subordination of the Securities
set forth in Article Fifteen hereof are hereby expressly made subject to the
provisions for satisfaction and discharge set forth in Section 401 hereof and
the provisions for defeasance and covenant defeasance set forth in Section 402
hereof and, anything herein to the contrary notwithstanding, upon the
effectiveness of such satisfaction and discharge pursuant to Section 401 or any
such defeasance or covenant defeasance pursuant to Section 402 with respect to
the Securities of any series, such Securities shall thereupon cease to be so
subordinated and shall no longer be subject to the provisions of Article Fifteen
hereof and, without limitation to the foregoing, all moneys, Government
Obligations and other securities or property deposited with the Trustee (or
other qualifying trustee) in trust in connection with such satisfaction and
discharge, defeasance or covenant defeasance, as the case may be, and all
proceeds therefrom may be applied to pay the principal of, premium, if any, and
interest, if any, on, and Additional Amounts, if any, with respect to the
Securities of such series as and when the same shall become due and payable
notwithstanding the provisions of Article Fifteen.

ARTICLE FIVE

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<PAGE>

REMEDIES

     Section 501.  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 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) unless
such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Company Resolution or Officers' Certificate establishing
the terms of such series pursuant to this Indenture:

     (1)  default in the payment of any interest on, or any Additional Amounts
          payable in respect of any interest on, any Security of such series
          when such interest or such Additional Amounts become due and payable,
          and continuance of such default for a period of 60 days; or

     (2)  default in the payment of the principal of or premium, if any, on, or
          any Additional Amounts payable in respect of the principal of or
          premium, if any, on, any Security of such series when due upon
          Maturity; or

     (3)  default in the payment of any sinking fund payment, or analogous
          provision, when and as due by the terms of a Security of such series,
          and continuance of such default for a period of 60 days; or

     (4)  default in the performance, or breach, of any covenant or warranty of
          the Company in this Indenture or any Security of such series (other
          than (i) a covenant or warranty for which the consequences of breach
          or nonperformance are addressed (a) elsewhere in this Section 501 or
          (b) in such Security or (ii) a covenant or warranty which has
          expressly been included in this Indenture or a Security of a series,
          whether or not by means of a supplemental indenture, solely for the
          benefit of Securities of a series other than such series), and
          continuance of such default or breach for a period of 90 days after
          there has been given, by registered or certified mail, to the Company
          by the Trustee or to the Company and the Trustee by the Holders of at
          least 33% in principal amount of the Outstanding Securities of such
          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, unless the Trustee, or the Trustee and the
          Holders of a principal amount of Securities of such series not less
          than the principal amount of Securities the Holders of which gave such
          notice, as the case may be, shall agree in writing to an extension of
          such period prior to its expiration; provided, however, that the
          Trustee, or the Trustee and the Holders of such principal amount of
          Securities of such series, as the case may be, shall be deemed to have
          agreed to an extension of such period if corrective action is
          initiated by the Company within such period and is being diligently
          pursued; or

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<PAGE>

     (5)  the Company pursuant to or under or within the meaning of any
          Bankruptcy Law:

          (a)  commences a voluntary case or proceeding;

          (b)  consents to the entry of an order for relief against it in an
               involuntary case or proceeding or the commencement of any case
               against it;

          (c)  consents to the appointment of a Custodian of it or for any
               substantial part of its property;

          (d)  makes a general assignment for the benefit of its creditors;

          (e)  files a petition in bankruptcy or answer or consent seeking
               reorganization or relief; or

          (f)  consents to the filing of such petition or the appointment of or
               taking possession by a Custodian; or

     (6)  a court of competent jurisdiction enters an order or decree under any
          Bankruptcy Law that:

          (a)  is for relief against the Company in an involuntary case or
               proceeding, or adjudicates the Company insolvent or bankrupt;

          (b)  appoints a Custodian of the Company or for any substantial part
               of its property; or

          (c)  orders the winding up or liquidation of the Company;

          and the order or decree remains unstayed and in effect for 90 days; or

     (7)  any other Event of Default provided in or pursuant to this Indenture
          with respect to Securities of such series.

     "Bankruptcy Law" means Title 11, United States Code, or any similar Federal
or state law for the relief of debtors.  "Custodian" means any receiver,
trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

     Section 502.  Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then the Trustee or the Holders of not
less than 33% in principal amount of the Outstanding Securities of such series
may declare the principal of all the Securities of such series, or such lesser
amount as may be provided for in the Securities of such series, to be due and

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<PAGE>

payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the Holders), and upon any such declaration such principal or such
lesser amount shall become immediately due and payable.

     At any time after Securities of any series have been accelerated 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 not less than a
majority in principal amount of the Outstanding Securities of such 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 of money
          sufficient to pay

          (a)  all overdue installments of any interest on any Securities of
               such series and any Coupons appertaining thereto and any
               Additional Amounts with respect thereto,

          (b)  the principal of and any premium on any Securities of such series
               which have become due otherwise than by such declaration of
               acceleration and any Additional Amounts with respect thereto and,
               to the extent the payment of such interest is lawful, interest
               thereon at the rate or rates borne by or provided for in such
               Securities,

          (c)  to the extent that payment of such interest is lawful, interest
               upon overdue installments of any interest and any Additional
               Amounts with respect thereto at the rate or rates borne by or
               provided for 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 all other amounts due the
               Trustee under Section 607; and

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

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

     Section 503.   Collection of Indebtedness and Suits for Enforcement by
     Trustee.

     The Company covenants that if

     (1)  default is made in the payment of any installment of interest on or
          any Additional Amounts payable in respect of any interest on, any
          Security when such interest or

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<PAGE>

          Additional Amounts shall have become 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 any premium on,
          or any Additional Amounts payable in respect of the principal of or
          any premium on, any Security at its Maturity, the Company shall, upon
          demand of the Trustee, pay to the Trustee, for the benefit of the
          Holders of such Securities and any Coupons appertaining thereto, the
          whole amount of money then due and payable with respect to such
          Securities and any Coupons appertaining thereto, with interest upon
          the overdue principal, any premium and, to the extent that payment of
          such interest shall be legally enforceable, upon any overdue
          installments of interest and Additional Amounts at the rate or rates
          borne by or provided for in such Securities, and, in addition thereto,
          such further amount of money 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 and all other amounts due to the Trustee under Section 607.

     If the Company fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies adjudged or decreed to be payable in
the manner provided by law out of the property of the Company or any other
obligor upon such Securities and any Coupons appertaining thereto, wherever
situated.

     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 and any
Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.

     Section 504.  Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust

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<PAGE>

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

     (1)  to file and prove a claim for the whole amount, or such lesser amount
          as may be provided for in the Securities of such series, of the
          principal and any premium, interest and Additional Amounts owing and
          unpaid in respect of the Securities and any Coupons appertaining
          thereto and to file such other papers or documents as may be necessary
          or advisable in order to have the claims of the Trustee (including any
          claim for the reasonable compensation, expenses, disbursements and
          advances of the Trustee, its agents or counsel) and of the Holders of
          Securities or any Coupons allowed in such judicial proceeding, and

     (2)  to collect and receive any monies 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 of Securities or any Coupons 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 of
          Securities or any Coupons, to pay to the Trustee any amount due to it
          for the reasonable compensation, expenses, disbursements and advances
          of the Trustee, its agents and counsel and any other amounts due the
          Trustee under Section 607.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or any Coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or Coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or any Coupon in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors' or other similar
committee.

     Section 505.  Trustee may Enforce Claims Without Possession of Securities
     or Coupons.

     All rights of action and claims under this Indenture or any of the
Securities or Coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or Coupons 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 or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of a
Security or Coupon in respect of which such judgment has been recovered.

     Section 506.  Application of Money Collected.

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<PAGE>

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, or any
premium, interest or Additional Amounts, upon presentation of the Securities or
Coupons, or both, as the case may be, 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 and any
     predecessor Trustee under Section 607;

          SECOND:  To the payment of amounts then due and unpaid to the holders
     of Senior Indebtedness, to the extent required by Article Fifteen;

          THIRD:  To the payment of the amounts then due and unpaid upon the
     Securities and any Coupons for principal and any premium, interest and
     Additional Amounts 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 aggregate amounts due and payable on such Securities
     and Coupons for principal and any premium, interest and Additional Amounts,
     respectively;

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

     Section 507.  Limitation on Suits.

     No Holder of any Security of any series or any Coupons appertaining thereto
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 such
          series;

     (2)  the Holders of not less than a majority in principal amount of the
          Outstanding Securities of such 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 such 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 or any Security to
          affect, disturb or prejudice the rights of any other such Holders or
          Holders of Securities of any other series, or to obtain or to seek to
          obtain priority or preference over any other

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<PAGE>

          Holders or to enforce any right under this Indenture, except in the
          manner herein provided and for the equal and ratable benefit of all
          such Holders.

     Section 508.  Unconditional Right of Holders to Receive Principal and Any
     Premium, Interest and Additional Amounts.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security or Coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of, any premium and (subject to Sections 305
and 307) interest on, and any Additional Amounts with respect to such Security
or such Coupon, as the case may be, on the respective Stated Maturity or
Maturities therefor specified in such Security or Coupon (or, in the case of
redemption, on the Redemption Date or, in the case of repayment at the option of
such Holder, on the Repayment Date) and to institute suit for the enforcement of
any such payment, and such right shall not be impaired without the consent of
such Holder.

     Section 509.  Restoration of Rights and Remedies.

     If the Trustee or any Holder of a Security or a Coupon 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 the Company, the Trustee and each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and each such Holder shall continue as though no such proceeding had
been instituted.

     Section 510.  Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or Coupons in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to each and every Holder of a Security or a Coupon is intended to be
exclusive of any other right or remedy, and every right and remedy, to the
extent permitted by law, shall 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, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or remedy.

     Section 511.  Delay or Omission not Waiver.

     No delay or omission of the Trustee or of any Holder of any Security or
Coupon 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 any Holder of a Security or a Coupon may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by such Holder, as the case may be.

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<PAGE>

     Section 512.  Control by Holders of Securities.

     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 and any Coupons appertaining thereto, provided that

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

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

     (3)  such direction is not unduly prejudicial to the rights of the other
          Holders of Securities of such series not joining in such action, and

     (4)  subject to the provisions of Section 601, 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 513.  Waiver of Past Defaults.

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

     (1)  in the payment of the principal of, any premium or interest on, or any
          Additional Amounts with respect to, any Security of such series or any
          Coupons appertaining thereto, or

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

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

     Section 514.  Waiver of Stay or Extension Laws.

     The Company covenants that (to the extent that it may lawfully do so) it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may

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<PAGE>

affect the covenants or the performance of this Indenture; and the Company
expressly waives (to the extent that it may lawfully do so) all benefit or
advantage of any such law and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

     Section 515.  Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of any
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 515 shall not apply 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 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, if any, on or Additional Amounts,
if any, with respect to any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date, and, in the case of repayment, on or after the
Repayment Date) or for the enforcement of the right, if any, to convert or
exchange any Security into Capital Stock or other securities in accordance with
its terms.

ARTICLE SIX

THE TRUSTEE

     Section 601.  Certain Duties and Responsibilities of Trustee.

     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 602.  Certain Rights of Trustee.

     Subject to Sections 315(a) through 315(d) of the Trust Indenture Act and
the provisions of Section 601 hereof:

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<PAGE>

     (1)  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, coupon or other paper or document reasonably believed
          by it to be genuine and to have been signed or presented by the proper
          party or parties;

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

     (3)  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 shall be herein specifically prescribed) may,
          in the absence of bad faith on its part, rely upon an Officers'
          Certificate;

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

     (5)  the Trustee shall be under no obligation to exercise any of the rights
          or powers vested in it by or pursuant to this Indenture at the request
          or direction of any of the Holders of Securities of any series or any
          Coupons appertaining thereto 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;

     (6)  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, coupon 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, during business hours
          and upon reasonable notice, the books, records and premises of the
          Company, personally or by agent or attorney;

     (7)  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; and

     (8)  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

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<PAGE>

          duties hereunder, or in the exercise of any of its rights or powers,
          if it shall have reasonable grounds for believing that repayment of
          such funds or adequate indemnity against such risk or liability is not
          reasonably assured to it.

     Section 603.  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 that
in the case of any default of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term "Default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of
such series.

     Section 604.  Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any Coupons shall be taken as the
statements of the Company and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

     Section 605.  May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, 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 Person.

     Section 606.  Money Held in Trust.

     Except as provided in Section 403 and Section 1003, money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law and shall be held uninvested.  The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.

     Section 607.  Compensation and Reimbursement.

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<PAGE>

     The Company agrees:

     (1)  to pay to the Trustee from time to time such compensation as shall be
          agreed to in writing between the Company and the Trustee for all
          services rendered by the Trustee 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 the
          Trustee's negligence or bad faith; and

     (3)  to indemnify the Trustee and its agents for, and to hold them harmless
          against, any loss, liability or expense incurred without negligence or
          bad faith on their part, arising out of or in connection with the
          acceptance or administration of the trust or trusts hereunder
          including the costs and expenses of defending themselves against any
          claim or liability in connection with the exercise or performance of
          any of their powers or duties hereunder, except to the extent that any
          such loss, liability or expense was due to the Trustee's negligence or
          bad faith.

     As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities of any
series upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of, and premium or
interest on or any Additional Amounts with respect to particular Securities or
any Coupons appertaining thereto.

     Without limiting any rights available to the Trustee under applicable law,
any compensation or expense incurred by the Trustee after a default specified by
Section 501(5) or (6) is intended to constitute an expense of administration
under any then applicable bankruptcy or insolvency law.  "Trustee" for purposes
of this Section 607 shall include any predecessor Trustee but the negligence or
bad faith of any Trustee shall not affect the rights of any other Trustee under
this Section 607.

     Section 608.  Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder that is a Corporation,
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, eligible under Section 310(a)(1) of
the Trust Indenture Act to act as trustee under an indenture qualified under the
Trust Indenture Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000 subject to supervision or examination by Federal or state authority.
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.

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<PAGE>

     Section 609.  Resignation and Removal; Appointment of Successor.

     (1)  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 pursuant
          to Section 610.

     (2)  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 610 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 such series.

     (3)  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 the Company.

     (4)  If at any time:

          (a)  the Trustee shall fail to comply with the obligations imposed
               upon it under Section 310(b) of the Trust Indenture Act (subject
               to the penultimate paragraph thereof) with respect to Securities
               of any series after written request therefor by the Company or
               any Holder of a Security of such series who has been a bona fide
               Holder of a Security of such series for at least six months, or

          (b)  the Trustee shall cease to be eligible under Section 608 and
               shall fail to resign after written request therefor by the
               Company or any such Holder, or

          (c)  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 or pursuant to a
               Company Resolution, may remove the Trustee with respect to all
               Securities or the Securities of such series, or (ii) subject to
               Section 315(e) of the Trust Indenture Act, any Holder of a
               Security 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 removal of the Trustee with respect to all
               Securities of such series and the appointment of a successor
               Trustee or Trustees.

     (5)  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
          or pursuant to a Company

                                       65
<PAGE>

          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 610. 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
          610, 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 of Securities and accepted appointment in the manner
          required by Section 610, any Holder of a Security 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.

     (6)  The Company shall give notice of each resignation and each removal of
          the Trustee with respect to the Securities of any series and each
          appointment of a successor Trustee with respect to the Securities of
          any series by mailing written notice of such event by first-class
          mail, postage prepaid, to the Holders of Registered Securities, if
          any, of such series as their names and addresses appear in the
          Security Register and, if Securities of such series are issued as
          Bearer Securities, by publishing notice of such event once in an
          Authorized Newspaper in each Place of Payment located outside the
          United States.  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.

     Section 610.  Acceptance of Appointment by Successor.

     (1)  Upon the appointment hereunder of any successor Trustee with respect
          to all Securities, such successor Trustee so appointed shall execute,
          acknowledge and deliver to the Company and 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 hereunder
          of the retiring Trustee; but, on the request of the Company or such
          successor Trustee, such retiring Trustee, upon payment of its charges,
          shall execute and deliver an instrument transferring to such successor
          Trustee all the rights, powers and trusts of the retiring Trustee and,
          subject to Section 1003, shall duly assign, transfer and deliver to
          such successor Trustee all property and money held

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          by such retiring Trustee hereunder, subject nevertheless to its lien,
          if any, provided for in Section 607.

     (2)  Upon the appointment hereunder of any successor Trustee with respect
          to the Securities of one or more (but not all) series, the Company,
          the retiring Trustee and such successor Trustee 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, such 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, 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 that no Trustee shall be responsible for any notice given
          to, or received by, or any act or failure to act on the part of any
          other Trustee hereunder, 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, such
          retiring Trustee shall have no further responsibility for the exercise
          of rights and powers or for the performance of the duties and
          obligations vested in the Trustee under this Indenture with respect to
          the Securities of that or those series to which the appointment of
          such successor Trustee relates other than as hereinafter expressly set
          forth, 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 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 such successor
          Trustee, such retiring Trustee, upon payment of its charges with
          respect to the Securities of that or those series to which the
          appointment of such successor relates and subject to Section 1003
          shall duly assign, transfer and deliver to such successor Trustee, to
          the extent contemplated by such supplemental indenture, the 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, subject to its lien, if any, provided for
          in Section 607.

     (3)  Upon request of any Person appointed hereunder as a 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 (1) or (2) of this
          Section, as the case may be.

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<PAGE>

     (4)  No Person shall accept its appointment hereunder as a successor
          Trustee unless at the time of such acceptance such successor Person
          shall be qualified under the Trust Indenture Act and eligible under
          this Article.

     Section 611.  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 of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
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 612.  Appointment of Authenticating Agent.

     The Trustee may appoint one or more Authenticating Agents acceptable to 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 that or
those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment, or pursuant to Section 306, 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, except as
provided in or pursuant to this Indenture, shall at all times be a corporation
that would be permitted by the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $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, it
shall resign immediately in the manner and with the effect specified in this
Section.

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     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 all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, 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 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 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 (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. 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 each Authenticating Agent from time to time
reasonable compensation for its services under this Section.  If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 607.

     The provisions of Sections 308, 604 and 605 shall be applicable to each
Authenticating Agent.

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

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

     [Date]
            ____________________, As Trustee

     By: _____________________________________
         As Authenticating Agent

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<PAGE>

     By: ______________________________________
         Authorized Signatory

     If all of the Securities of any series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officers' Certificate by the Company), shall
appoint in accordance with this Section and such procedures as shall be
acceptable to the Trustee an Authenticating Agent having an office in a Place of
Payment designated by the Company with respect to such series of Securities.

     Section 613.  [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. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series, [LIST OUT OTHER COMPANY DOCUMENTS PURSUANT
TO WHICH CHASE SERVES AS TRUSTEE].]

     Section 614.  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).

ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 701.  Company to Furnish Trustee Names and Addresses of Holders.

     In accordance with Section 312(a) of the Trust Indenture Act, the Company
shall furnish or cause to be furnished to the Trustee

     (1)  semi-annually with respect to Securities of each series not later than
          August 1 and February 1 of each year or upon such other dates as are
          set forth in or pursuant to the Company Resolution or indenture
          supplemental hereto authorizing such series, a list, in each case in
          such form as the Trustee may reasonably require, of the names

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          and addresses of Holders as of the preceding July 15 and January 15,
          as the case may be, and

     (2)  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 shall be required
          to be furnished.

     Section 702.  Preservation of Information; Communications to Holders.

     The Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act. The Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders received by the Trustee in
its capacity as Security Registrar.  The Trustee may destroy any list furnished
to it as provided in Section 701 upon receipt of a new list so furnished.

     The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

     Every Holder of Securities or Coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company, the Trustee,
any Paying Agent or any Security Registrar shall be held accountable by reason
of the disclosure of any  information as to the names and addresses of the
Holders of Securities in accordance with Section 312(b) of the Trust Indenture
Act, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 312(b) of the Trust Indenture Act.

     Section 703.  Reports by Trustee.

     (1)  Within 60 days after July 15 of each year commencing with the first
          July 15 following the first issuance of Securities pursuant to Section
          301, if required by Section 313(a) of the Trust Indenture Act, the
          Trustee shall transmit, pursuant to Section 313(c) of the Trust
          Indenture Act, a brief report dated as of such July 15 with respect to
          any of the events specified in said Section 313(a) which may have
          occurred since the later of the immediately preceding July 15 and the
          date of this Indenture.

     (2)  The Trustee shall transmit the reports required by Section 313(a) of
          the Trust Indenture Act at the times specified therein.

     (3)  Reports pursuant to this Section shall be transmitted in the manner
          and to the Persons required by Sections 313(c) and 313(d) of the Trust
          Indenture Act.  The

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<PAGE>

          Company will notify the Trustee when any Securities are listed on any
          stock exchange.

     Section 704.  Reports by Company.

     The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall:

     (1)  file with the Trustee, within 15 days after the Company is required to
          file the same with the Commission, copies of the annual reports and of
          the information, documents and other reports (or copies of such
          portions of any of the foregoing as the Commission may from time to
          time by rules and regulations prescribe) which the Company may be
          required to file with the Commission pursuant to Section 13 or Section
          15(d) of the Securities Exchange Act of 1934; or, if the Company is
          not required to file information, documents or reports pursuant to
          either of said Sections, then it shall file with the Trustee and the
          Commission, in accordance with rules and regulations prescribed from
          time to time by the Commission, such of the supplementary and periodic
          information, documents and reports which may be required pursuant to
          Section 13 of the Securities Exchange Act of 1934 in respect of a
          security listed and registered on a national securities exchange as
          may be prescribed from time to time in such rules and regulations;

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

     (3)  transmit within 30 days after the filing thereof with the Trustee, in
          the manner and to the extent provided in Section 313(c) of the Trust
          Indenture Act, such summaries of any information, documents and
          reports required to be filed by the Company pursuant to paragraphs (1)
          and (2) of this Section as may be required by rules and regulations
          prescribed from time to time by the Commission.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

     Section 801.  Company May Consolidate, Etc., Only on Certain Terms.

     The Company shall not consolidate with or merge into any other corporation
or convey or transfer its properties and assets substantially as an entirety to
any Person, and no Person shall consolidate with or merge into the Company or
convey or transfer its properties and assets substantially as an entirety to the
Company, unless:

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<PAGE>

     (1)  in case the Company shall consolidate with or merge into another
          corporation or convey or transfer its properties and assets
          substantially as an entirety to any Person, the corporation formed by
          such consolidation or into which the Company is merged or the Person
          which acquires by conveyance or transfer the properties and assets of
          the Company substantially as an entirety shall be a corporation
          organized and existing under the laws of any domestic or foreign
          jurisdiction, 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 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, 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 or transfer and such supplemental indenture, if any, comply
          with this Article and that all conditions precedent herein provided
          for relating to such transaction have been complied with.

     Section 802.  Successor Person Substituted for Company.

     Upon any consolidation or merger by the Company with or into any other
corporation, or any conveyance or transfer by the Company of its properties and
assets substantially as an entirety to any Person in accordance with Section
801, the successor corporation formed by such consolidation or into which the
Company is merged or to which such conveyance or transfer 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
corporation had been named as the Company herein; and in the event of any such
conveyance or transfer, the Company (which term shall for this purpose mean the
Person named as the "Company" in the first paragraph of this Indenture or any
successor corporation which shall theretofore become such in the manner
described in Section 801) shall be discharged from all obligations and covenants
under this Indenture, the Securities and the Coupons and may be dissolved and
liquidated.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

     Section 901.  Supplemental Indentures Without Consent of Holders.

     Without the consent of any Holders of Securities or Coupons, the Company
(when authorized by or pursuant to a Company Resolution) and the Trustee, at any
time and from time to

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<PAGE>

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
          contained 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 (as shall be specified in such
          supplemental indenture or indentures) or to surrender any right or
          power herein conferred upon the Company; or

     (3)  to add to or change any of the provisions of this Indenture to provide
          that Bearer Securities may be registrable as to principal, to change
          or eliminate any restrictions on the payment of principal of, any
          premium or interest on or any Additional Amounts with respect to
          Securities, to permit Bearer Securities to be issued in exchange for
          Registered Securities, to permit Bearer Securities to be exchanged for
          Bearer Securities of other authorized denominations or to permit or
          facilitate the issuance of Securities in uncertificated form, provided
          any such action shall not adversely affect the interests of the
          Holders of Securities of any series or any Coupons appertaining
          thereto in any material respect; or

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

     (5)  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 610; or

     (6)  to cure any ambiguity or to correct or supplement any provision herein
          which may be defective or inconsistent with any other provision
          herein, or to make any other provisions with respect to matters or
          questions arising under this Indenture; provided, that, no such action
          shall adversely affect the interests of the Holders of Securities of
          any series then Outstanding or any Coupons appertaining thereto in any
          material respect; or

     (7)  to add to, delete from or revise the conditions, limitations and
          restrictions on the authorized amount, terms or purposes of issue,
          authentication and delivery of Securities, as herein set forth; or

     (8)  to add any additional Events of Default with respect to all or any
          series of Securities (as shall be specified in such supplemental
          indenture); or

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<PAGE>

     (9)  to supplement any of the provisions of this Indenture to such extent
          as shall be necessary to permit or facilitate the defeasance and
          discharge of any series of Securities pursuant to Article Four,
          provided that any such action shall not adversely affect the interests
          of any Holder of a Security of such series and any Coupons
          appertaining thereto or any other Security or Coupon in any material
          respect; or

     (10) to secure the Securities; or

     (11) to make provisions with respect to conversion or exchange rights of
          Holders of Securities of any series; or

     (12) to amend or supplement any provision contained herein or in any
          supplemental indenture (which amendment or supplement may apply to one
          or more series of Securities or to one or more Securities within any
          series as specified in such supplemental indenture or indentures),
          provided that such amendment or supplement does not apply to any
          Outstanding Security issued prior to the date of such supplemental
          indenture and entitled to the benefits of such provision.

     Section 902.  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 or pursuant to a Company 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 the Securities of such
series 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, without the consent of the Holder of each Outstanding Security
affected thereby, shall

     (1)  change the Stated Maturity of the principal of, or any premium or
          installment of interest on or any Additional Amounts with respect to,
          any Security, or reduce the principal amount thereof or the rate (or
          modify the calculation of such rate) of interest thereon or any
          Additional Amounts with respect thereto, or any premium payable upon
          the redemption or repayment thereof or otherwise, or change the
          obligation of the Company to pay Additional Amounts pursuant to
          Section 1004, or reduce the amount of the principal of an Original
          Issue Discount Security that would be due and payable upon a
          declaration of acceleration of the Maturity thereof pursuant to
          Section 502 or the amount thereof provable in bankruptcy pursuant to
          Section 504, or change the Place of Payment, Currency in which the
          principal of, any premium or interest on, or any Additional Amounts
          with respect to any Security is payable, or impair the right to
          institute suit for the enforcement of any such payment on or after the
          Stated Maturity thereof (or,


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<PAGE>

          in the case of redemption, on or after the Redemption Date or, in the
          case of repayment at the option of the Holder, on or after the
          Repayment Date), or

     (2)  reduce the percentage in principal amount of the Outstanding
          Securities of any series, the consent of whose Holders is required for
          any such supplemental indenture, or the consent of whose Holders is
          required for any waiver of certain defaults hereunder and their
          consequences provided for in this Indenture, or reduce the
          requirements of Section 1404 for quorum or voting, or

     (3)  modify any of the provisions of Article Fifteen or the definition of
          "Senior Indebtedness" in a manner adverse to the Holders of
          Securities, or

     (4)  modify any of the provisions of this Section or Section 513, except to
          increase any such percentage or to provide that certain other
          provisions of this Indenture cannot be modified or waived without the
          consent of the Holder of each Outstanding Security affected thereby;
          provided, however, that this clause shall not be deemed to require the
          consent of any Holder with respect to changes in the references to
          "the Trustee" and concomitant changes in this Section, or the deletion
          of this proviso, in accordance with the requirements of Sections 610
          and 901(5), or

     (5)  make any change that adversely affects the right to convert or
          exchange any Security for Capital Stock or other securities in
          accordance with its terms.

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which shall have been included expressly and 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 of Securities under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

     Section 903.  Execution of Supplemental Indentures.

     As a condition to executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 315 of the Trust Indenture Act) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.  The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

     Section 904.  Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this

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<PAGE>

Indenture for all purposes; and every Holder of a Security theretofore or
thereafter authenticated and delivered hereunder and of any Coupon appertaining
thereto shall be bound thereby.

     Section 905.  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.

     Section 906.  Effect on Senior Indebtedness.

     No supplement indenture shall directly or indirectly modify or eliminate
the provisions of Article Fifteen or the definition of "Senior Indebtedness" in
any manner which might terminate or impair the subordination of the Securities
to Senior Indebtedness without the prior written consent of the Holders of the
Senior Indebtedness.

     Section 907.  Conformity with Trust Indenture Act.

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

ARTICLE TEN

COVENANTS

     Section 1001. Payment of Principal, Any Premium, Interest and Additional
     Amounts.

     The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal of,
any premium and interest on and any Additional Amounts with respect to the
Securities of such series in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture.  Any interest due on any Bearer
Security on or before the Maturity thereof, and any Additional Amounts payable
with respect to such interest, shall be payable only upon presentation and
surrender of the Coupons appertaining thereto for such interest as they
severally mature.

     Section 1002. Maintenance of Office or Agency.

     The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served.  If Securities of a series
are issuable as Bearer Securities, the Company shall maintain, subject to any
laws or regulations applicable thereto, an Office or Agency in a Place of
Payment for such series which is located outside the United States where
Securities of such series

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<PAGE>

and any Coupons appertaining thereto may be presented and surrendered for
payment; provided, however, that if the Securities of such series are listed on
The Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company shall maintain a
Paying Agent in London, Luxembourg or any other required city located outside
the United States, as the case may be, so long as the Securities of such series
are listed on such exchange. 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, except that Bearer Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment at the place specified for the purpose with respect to such Securities
as provided in or pursuant to this Indenture, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, surrenders, notices
and demands.

     Except as otherwise provided in or pursuant to this Indenture, no payment
of principal, premium, interest or Additional Amounts with respect to Bearer
Securities shall be made at any Office or Agency in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any Additional Amounts
with respect to any such Security may be made at the Corporate Trust Office of
the Trustee or any Office or Agency designated by the Company in the Borough of
Manhattan, The City of New York, if (but only if) payment of the full amount of
such principal, premium, interest or Additional Amounts at all offices outside
the United States maintained for such purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

     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 shall 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.  Unless otherwise provided in or pursuant to this Indenture, the Company
hereby designates as the Place of Payment for each series of Securities the
Borough of Manhattan, The City of New York, and initially appoints the Corporate
Trust Office of the Trustee as the Company's Office or Agency in the Borough of
Manhattan, The City of New York for such purpose.  The Company may subsequently
appoint a different Office or Agency in the Borough of Manhattan, The City of
New York for the Securities of any series.

     Section 1003.  Money for Securities Payments to be Held in Trust.

     If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on or

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Additional Amounts with respect to any of the Securities of such series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the Currency or Currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal or any premium,
interest or Additional Amounts so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and shall promptly
notify the Trustee of its action or failure so to act.

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

     The Company shall 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 shall:

     (1)  hold all sums held by it for the payment of the principal of, any
          premium or interest on or any Additional Amounts with respect to
          Securities of such series in trust for the benefit of the Persons
          entitled thereto until such sums shall be paid to such Persons or
          otherwise disposed of as provided in or pursuant to this Indenture;

     (2)  give the Trustee notice of any default by the Company (or any other
          obligor upon the Securities of such series) in the making of any
          payment of principal, any premium or interest on or any Additional
          Amounts with respect to the Securities of such series; and

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

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same terms 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 sums.

     Except as otherwise provided herein or pursuant hereto, 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, any premium or interest on or any Additional
Amounts with respect to any Security of any series or any Coupon appertaining
thereto and remaining unclaimed for two years after such principal or any such
premium or interest or any such Additional Amounts shall have become

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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 or any Coupon appertaining thereto 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 an Authorized Newspaper in each Place of Payment for such
series or to be mailed to Holders of Registered Securities of such series, or
both, 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
or mailing nor shall it be later than two years after such principal and any
premium or interest or Additional Amounts shall have become due and payable, any
unclaimed balance of such money then remaining will be repaid to the Company.

     Section 1004.  Additional Amounts.

     If any Securities of a series provide for the payment of Additional
Amounts, the Company agrees to pay to the Holder of any such Security or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities.  Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established hereby or pursuant
hereto to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms, and express mention
of the payment of Additional Amounts (if applicable) in any provision hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

     Except as otherwise provided in or pursuant to this Indenture or the
Securities of any series, if the Securities of a series provide for the payment
of Additional Amounts, at least 10 days prior to the first Interest Payment Date
with respect to such series of Securities (or if the Securities of such series
shall not bear interest prior to Maturity, the first day on which a payment of
principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers' Certificate, the Company shall
furnish to the Trustee and the principal Paying Agent or Paying Agents, if other
than the Trustee, an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and premium,
if any, or interest, if any, on the Securities of such series shall be made to
Holders of Securities of such series or the Coupons appertaining thereto who are
United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of such
series.  If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities or Coupons, and the Company
agrees to pay to the Trustee or such Paying Agent the Additional Amounts
required by the terms of such Securities.  The Company covenants to indemnify
the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense

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reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

     Section 1005.  Corporate Existence.

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

     Section 1006.  Company Statement as to Compliance.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year, an Officers' Certificate (which need not comply with Section
102), stating as to each signer, that

     (1)  a review of the activities of the Company during such year and of
          performance under this Indenture has been made under his or her
          supervision; and

     (2)  to the best of his or her knowledge, based on such review, (a) the
          Company has fulfilled all its obligations under and complied with all
          covenants and conditions contained in this Indenture throughout such
          year, or, if there has been a default in the fulfillment of any such
          covenant, condition or obligation, specifying each such default known
          to him or her and the nature and status thereof, and (b) no event has
          occurred and is continuing which is, or after notice or lapse of time
          or both would become, an Event of Default under Section 501, or, if
          such an event has occurred and is continuing, specifying each such
          event known to him or her and the nature and status thereof.

     At least one of the Person's signing such Officers' Certificate shall be
the Company's principal executive officer, principal financial officer or
principal accounting officer.

     Section 1007.  Calculation of Original Issue Discount.

     The Company shall file with the Trustee promptly after the end of each
calendar year a written notice specifying the amount of original issue discount
(including daily rates and accrual periods) accrued on Outstanding Securities,
if any, as of the end of such year.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

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     Section 1101.  Applicability of Article.

     Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.

     Section 1102.  Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Company Resolution.  In case of any redemption at the election
of the Company of less than all of 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 and of the principal amount of Securities of
such series to be redeemed and, in the event that the Company shall determine
that the Securities of any series to be redeemed shall be selected from
Securities of such series having the same issue date, interest rate or interest
rate formula, Stated Maturity and other terms (the "Equivalent Terms"), the
Company shall notify the Trustee of such Equivalent Terms.  In the case of any
redemption of Securities (a) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture or (b) pursuant to an election of the Company which is subject to a
condition specified 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 or condition.

     Section 1103.  Selection by Trustee of Securities to be Redeemed.

     If less than all of the Securities of any series are to be redeemed (unless
all of the Securities of any series with Equivalent Terms are to be redeemed) or
if less than all of the Securities of any series with Equivalent Terms 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 or from the Outstanding Securities of such series with
Equivalent Terms, as the case may be, 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 of the principal amount of
Registered Securities of such series; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Registered
Security of such series not redeemed to less than the minimum denomination for a
Security of such series established herein or pursuant hereto.

     The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

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     Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted or exchanged for Capital Stock or other securities in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted or exchanged portion of such Security
shall be deemed (so far as may be) to be the portion selected for redemption.
Securities which have been converted or exchanged during a selection of
Securities to be redeemed shall be treated by the Trustee as Outstanding for the
purpose of such selection.

     Section 1104.  Notice of Redemption.

     Notice of redemption shall be given in the manner provided in Section 106,
not less than 20 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed.  Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.  Any notice that is mailed to the
Holder of any Registered Securities in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not such Holder
receives the notice.

     All notices of redemption shall state:

     (1)  the Redemption Date,

     (2)  the Redemption Price, or if not then ascertainable, the manner of
          calculation thereof,

     (3)  if less than all Outstanding Securities of any series are to be
          redeemed (unless all of the Securities of any series with Equivalent
          Terms are to be redeemed), the identification (and, in the case of
          partial redemption, the principal amount) of the particular Security
          or Securities to be redeemed,

     (4)  in case any Security is to be redeemed in part only, the notice which
          relates to such Security shall state that on and after the Redemption
          Date, upon surrender of such Security, the Holder of such Security
          will receive, without charge, a new Security or Securities of
          authorized denominations for the principal amount thereof remaining
          unredeemed,

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

     (6)  the place or places where such Securities, together (in the case of
          Bearer Securities) with all Coupons appertaining thereto, if any,
          maturing after the Redemption Date,

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<PAGE>

          are to be surrendered for payment of the Redemption Price and any
          accrued interest and Additional Amounts pertaining thereto,

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

     (8)  that, unless otherwise specified in such notice, Bearer Securities of
          any series, if any, surrendered for redemption must be accompanied by
          all Coupons maturing subsequent to the date fixed for redemption or
          the amount of any such missing Coupon or Coupons will be deducted from
          the Redemption Price, unless security or indemnity satisfactory to the
          Company, the Trustee and any Paying Agent is furnished,

     (9)  if Bearer Securities of any series are to be redeemed and any
          Registered Securities of such series are not to be redeemed, and if
          such Bearer Securities may be exchanged for Registered Securities not
          subject to redemption on the Redemption Date pursuant to Section 305
          or otherwise, the last date, as determined by the Company, on which
          such exchanges may be made,

     (10) in the case of Securities of any series that are convertible or
          exchangeable into Capital Stock or other securities, the conversion or
          exchange price or rate, the date or dates on which the right to
          convert or exchange the principal of the Securities of such series to
          be redeemed will commence or terminate and the place or places where
          such Securities may be surrendered for conversion or exchange, and

     (11) the CUSIP number or the Euroclear or the Cedel reference numbers of
          such Securities, if any (or any other numbers used by a U.S.
          Depositary or Depositary to identify such Securities).

     A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.

     Unless otherwise specified with respect to any Securities in accordance
with Section 301, with respect to any redemption of Securities at the election
of the Company, unless, upon the giving of notice of such redemption, defeasance
shall have been effected with respect to such Securities pursuant to Section
402, such notice may state that such redemption shall be conditional upon the
receipt by the Trustee or the Paying Agent(s) for such Securities, on or prior
to the date fixed for such redemption, of money sufficient to pay the principal
of and any premium and interest on such Securities and that if such money shall
not have been so received such notice shall be of no force or effect and the
Company shall not be required to redeem such Securities. In the event that such
notice of redemption contains such a condition and such money is not so
received, the redemption shall not be made and within a reasonable time
thereafter notice shall be given, in the manner in which the notice of
redemption was given, that such money was not so received and such redemption
was not required to be made, and the Trustee or Paying Agent(s) for the
Securities otherwise to have been redeemed shall promptly return to the Holders
thereof any of such Securities which had been surrendered for payment upon such
redemption.

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     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, on Company Request, by the Trustee in
the name and at the expense of the Company.

     The Company shall give the Trustee notice of the amount of any Redemption
Price that is subject to calculation, promptly after the calculation thereof.

     Section 1105.  Deposit of Redemption Price.

     On or prior to any Redemption Date, the Company shall deposit, with respect
to the Securities of any series called for redemption pursuant to Section 1104,
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money in the applicable Currency sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date, unless
otherwise specified pursuant to Section 301 for or in the Securities of such
series) any accrued interest on and Additional Amounts with respect thereto, all
such Securities or portions thereof which are to be redeemed on that date.

     Section 1106.  Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, subject to the fourth paragraph of Section
1104, 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 and the Coupons for such interest appertaining to any
Bearer Securities so to be redeemed, except to the extent provided below, shall
be void.  Upon surrender of any such Security for redemption in accordance with
said notice, together with all Coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with any accrued interest and Additional Amounts to
the Redemption Date; provided, however, that, except as otherwise provided in or
pursuant to this Indenture or the Bearer Securities of such series, installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and surrender of Coupons
for such interest (at an Office or Agency located outside the United States
except as otherwise provided in Section 1002), and provided, further, that,
except as otherwise specified in or pursuant to this Indenture or the Registered
Securities of such series, installments of interest on Registered Securities
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 Regular Record Dates therefor
according to their terms and the provisions of Section 307.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant Coupons maturing after the Redemption Date, such Security may
be paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Company

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<PAGE>

and the Trustee if there be furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to the Trustee or any Paying Agent
any such missing Coupon in respect of which a deduction shall have been made
from the Redemption Price, such Holder shall be entitled to receive the amount
so deducted; provided, however, that any interest or Additional Amounts
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such Security located outside of the
United States except as otherwise provided in Section 1002.

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

     Section 1107.  Securities Redeemed in Part.

     Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (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 Registered Security or Securities of the
same series, containing identical terms and provisions, 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.  If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depositary
or other Depositary for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.

ARTICLE TWELVE

SINKING FUNDS

     Section 1201.  Applicability of Article.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Security of such series issued
pursuant to this Indenture.

     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 such series is herein referred to as an "optional sinking
fund payment".  If provided for by the terms of Securities of

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<PAGE>

any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series and this Indenture.

     Section 1202.  Satisfaction of Sinking Fund Payments with Securities.

     The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series to be made pursuant to the
terms of such Securities (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called for redemption or any of
such Securities in respect of which cash shall have been released to the
Company), together in the case of any Bearer Securities of such series with all
unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of
such series which have been redeemed either at the election of the Company
pursuant to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, 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.  If as a result of the delivery or credit of Securities
of any series in lieu of cash payments pursuant to this Section 1202, the
principal amount of Securities of such series to be redeemed in order to exhaust
the aforesaid cash payment shall be less than $100,000, the Trustee need not
call Securities of such series for redemption, except upon Company Request, and
such cash payment shall be held by the Trustee or a Paying Agent and applied to
the next succeeding sinking fund payment, provided, however, that the Trustee or
such Paying Agent shall at the request of the Company from time to time pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Securities of that
series purchased by the Company having an unpaid principal amount equal to the
cash payment requested to be released to the Company.

     Section 1203.  Redemption of Securities for Sinking Fund.

     Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company shall deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory 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 of
Securities of that series pursuant to Section 1202, the basis for such credit,
that such Securities have not been previously so credited and the optional
amount, if any, to be added in cash to the next ensuing mandatory sinking fund
payment, and will also deliver to the Trustee any Securities to be so credited
and not theretofore delivered.  If such Officers' Certificate shall specify an
optional amount to be added in cash to the next ensuing mandatory sinking fund
payment, the Company shall thereupon be obligated to pay the amount therein
specified.  Not less than 45 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

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ARTICLE THIRTEEN

SECURITIES IN FOREIGN CURRENCIES

     Section 1301. Applicability of Article.

     Whenever this Indenture provides for any distribution to Holders of
Securities of any series in which not all of such Securities are denominated in
the same Currency, in the absence of any provision to the contrary in or
pursuant to this Indenture or the Securities of such series, any amount in
respect of any Security denominated in a Currency other than Dollars shall be
treated for any such distribution as that amount of Dollars that could be
obtained for such amount on such reasonable basis of exchange and as of the
record date with respect to Registered Securities of such series (if any) for
such distribution (or, if there shall be no applicable record date, such other
date reasonably proximate to the date of such distribution) as the Company may
specify in a written notice to the Trustee or, in the absence of such written
notice, as the Trustee may determine.

ARTICLE FOURTEEN

MEETINGS OF HOLDERS OF SECURITIES

     Section 1401.  Purposes for Which Meetings may be Called.

     A meeting of Holders of Securities of any series may be called at any time
and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

     Section 1402.  Call, Notice and Place of Meetings.

     (1)  The Trustee may at any time call a meeting of Holders of Securities of
          any series for any purpose specified in Section 1401, to be held at
          such time and at such place in the Borough of Manhattan, The City of
          New York, or, if Securities of such series


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<PAGE>

          have been issued in whole or in part as Bearer Securities, in London
          or in such place outside the United States as the Trustee shall
          determine. Notice of every meeting of Holders of Securities of any
          series, setting forth the time and the place of such meeting and in
          general terms the action proposed to be taken at such meeting, shall
          be given, in the manner provided in Section 106, not less than 21 nor
          more than 180 days prior to the date fixed for the meeting.

     (2)  In case at any time the Company (by or pursuant to a Company
          Resolution) or the Holders of at least 10% in principal amount of the
          Outstanding Securities of any series shall have requested the Trustee
          to call a meeting of the Holders of Securities of such series for any
          purpose specified in Section 1401, by written request setting forth in
          reasonable detail the action proposed to be taken at the meeting, and
          the Trustee shall not have mailed notice of or made the first
          publication of the notice of such meeting within 21 days after receipt
          of such request (whichever shall be required pursuant to Section 106)
          or shall not thereafter proceed to cause the meeting to be held as
          provided herein, then the Company or the Holders of Securities of such
          series in the amount above specified, as the case may be, may
          determine the time and the place in the Borough of Manhattan, The City
          of New York, or, if Securities of such series are to be issued as
          Bearer Securities, in London for such meeting and may call such
          meeting for such purposes by giving notice thereof as provided in
          clause (1) of this Section.

     Section 1403.  Persons Entitled to Vote at Meetings.

     To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders.  The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

     Section 1404.  Quorum; Action.

     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of at least 66-2/3% in
principal amount of the Outstanding Securities of a series, the Persons entitled
to vote 66-2/3% in principal amount of the Outstanding Securities of such series
shall constitute a quorum.  In the absence of a quorum within 30 minutes after
the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved.  In any other
case the meeting may be adjourned for a period of not

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less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1502(1), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

     Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any consent or waiver which this Indenture expressly
provides may be given by the Holders of at least 66-2/3% in principal amount of
the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly convened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of 66-2/3% in principal amount of
the Outstanding Securities of that series; and provided, further, that, except
as limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other Act
which this Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage, which is less than a majority, in principal
amount of the Outstanding Securities of a series may be adopted at a meeting or
an adjourned meeting duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified percentage in
principal amount of the Outstanding Securities of such series.

     Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented at
the meeting.

     Section 1405.  Determination of Voting Rights; Conduct and Adjournment of
     Meetings.

     (1)  Notwithstanding any other provisions of this Indenture, the Trustee
          may make such reasonable regulations as it may deem advisable for any
          meeting of Holders of Securities of such series in regard to proof of
          the holding of Securities of such series and of the appointment of
          proxies and in regard to the appointment and duties of inspectors of
          votes, the submission and examination of proxies, certificates and
          other evidence of the right to vote, and such other matters concerning
          the conduct of the meeting as it shall deem appropriate.  Except as
          otherwise permitted or required by any such regulations, the holding
          of Securities shall be proved in the manner specified in Section 104
          and the appointment of any proxy shall be proved in the manner
          specified in Section 104 or by having the signature of the person
          executing the proxy witnessed or guaranteed by any trust company, bank
          or banker authorized by Section 104 to certify to the holding of
          Bearer Securities.  Such regulations may provide that written
          instruments

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          appointing proxies, regular on their face, may be presumed valid and
          genuine without the proof specified in Section 104 or other proof.

     (2)  The Trustee shall, by an instrument in writing, appoint a temporary
          chairman of the meeting, unless the meeting shall have been called by
          the Company or by Holders of Securities as provided in Section
          1402(2), in which case the Company or the Holders of Securities of the
          series calling the meeting, as the case may be, shall in like manner
          appoint a temporary chairman.  A permanent chairman and a permanent
          secretary of the meeting shall be elected by vote of the Persons
          entitled to vote a majority in principal amount of the Outstanding
          Securities of such series represented at the meeting.

     (3)  At any meeting, each Holder of a Security of such series or proxy
          shall be entitled to one vote for each $1,000 principal amount of
          Securities of such series held or represented by him; provided,
          however, that no vote shall be cast or counted at any meeting in
          respect of any Security challenged as not Outstanding and ruled by the
          chairman of the meeting to be not Outstanding.  The chairman of the
          meeting shall have no right to vote, except as a Holder of a Security
          of such series or proxy.

     (4)  Any meeting of Holders of Securities of any series duly called
          pursuant to Section 1402 at which a quorum is present may be adjourned
          from time to time by Persons entitled to vote a majority in principal
          amount of the Outstanding Securities of such series represented at the
          meeting; and the meeting may be held as so adjourned without further
          notice.

     Section 1406. Counting Votes and Recording Action of Meetings.

     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them.  The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1402 and, if
applicable, Section 1404. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

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                                ARTICLE FIFTEEN
                                ---------------

                          SUBORDINATION OF SECURITIES
                          ---------------------------


     Section 1501.  Agreement to Subordinate.

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

     Section 1502.  Distribution on Dissolution, Liquidation and Reorganization;
     Subrogation of Securities.

     Upon any distribution of assets of the Company upon any dissolution,
winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for
the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or otherwise (subject to the power of a court of competent
jurisdiction to make other equitable provision reflecting the rights conferred
in this Indenture upon the Senior Indebtedness and the holders thereof with
respect to the Securities and the holders thereof by a lawful plan of
reorganization under applicable bankruptcy law):

          (a) the holders of all Senior Indebtedness shall be entitled to
receive payment in full of the principal thereof (and premium, if any) and
interest due thereon before the Holders of the Securities are entitled to
receive any payment upon the principal (or premium, if any) or interest, if any,
on, or Additional Amounts, if any, in respect of the indebtedness evidenced by
the Securities; and

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

          (c) in the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, shall be received by the Trustee or the Holders of the
Securities before all Senior Indebtedness is paid in full, such payment or
distribution shall be paid over, upon written notice to the Trustee, to the
holders of such Senior Indebtedness or their representative or representatives
or to the trustee or trustees under any indenture under which any instrument
evidencing any of such Senior Indebtedness may have been issued, ratably as
aforesaid, for application to payment of all Senior Indebtedness remaining
unpaid until all such Senior Indebtedness shall have been paid in full, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness.

     Subject to the payment in full of all Senior Indebtedness, the Holders of
the Securities shall be subrogated to the rights of the holders of Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness until the principal
of (and premium, if any) and interest, if any, on, or Additional Amounts, if
any, in respect of the Securities shall be paid in full and no such payments or

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<PAGE>

distributions to the Holders of the Securities of cash, property or securities
otherwise distributable to the holders of Senior Indebtedness shall, as between
the Company, its creditors other than the holders of Senior Indebtedness, and
the Holders of the Securities be deemed to be a payment by the Company to or on
account of the Securities.  It is understood that the provisions of this Article
Fifteen are and are intended solely for the purpose of defining the relative
rights of the Holders of the Securities, on the one hand, and the holders of the
Senior Indebtedness, on the other hand.  Nothing contained in this Article
Fifteen or elsewhere in this Indenture or in the Securities is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness, and the Holders of the Securities, the obligation of the
Company, which is unconditional and absolute, to pay to the Holders of the
Securities the principal of (and premium, if any) and interest, if any, on, or
Additional Amounts, if any, in respect of the Securities as and when the same
shall become due and payable in accordance with their terms, or to affect the
relative rights of the Holders of the Securities and creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein or in
the Securities prevent the Trustee or the Holder of any Security from exercising
all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article Fifteen of the
holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.  Upon any payment or
distribution of assets of the Company referred to in this Article Fifteen, the
Trustee, subject to the provisions of Section 601, shall be entitled to rely
upon a certificate of the liquidating trustee or agent or other person making
any distribution to the Trustee for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Fifteen.

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

     If the Trustee or any Holder of Securities does not file a proper claim or
proof of debt in the form required in any proceeding referred to above prior to
30 days before the expiration of the time to file such claim in such proceeding,
then the holder of any Senior Indebtedness is hereby authorized, and has the
right, to file an appropriate claim or claims for or on behalf of such Holder of
Securities.

     Section 1503.  No Payment on Securities in Event of Default on Senior
     Indebtedness.

     No payment by the Company on account of principal (or premium, if any),
sinking funds or interest, if any, on, or Additional Amounts, if any, in respect
of the Securities shall be made unless full payment of amounts then due for the
principal of (and premium, if any), sinking funds and interest, if any, on
Senior Indebtedness has been made or duly provided for in money or money's
worth.

     Section 1504.  Payments on Securities Permitted.

     Nothing contained in this Indenture or in any of the Securities shall (a)
affect the obligation of the Company to make, or prevent the Company from
making, at any time except as provided in Sections 1502 and 1503, payments of
principal of (or premium, if any) or interest, if any, on, or Additional Amounts
or sinking fund payments, if any, with respect to the Securities or (b) prevent
the application by the Trustee of any moneys deposited with it hereunder to the
payment of or on account of the principal of (or premium, if any) or interest,
if any, on, or Additional Amounts, if any, in respect of the Securities, unless
the Trustee shall have received at its Corporate Trust Office written notice of
any event prohibiting the making of such payment more than two Business Days
prior to the date fixed for such payment.

     Section 1505.  Authorization of Holders to Trustee to Effect Subordination.

     Each Holder of Securities by his acceptance thereof authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination as provided in this Article Fifteen and appoints

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<PAGE>


the Trustee his attorney-in-fact for any and all such purposes.

     Section 1506.  Notices 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 pursuant to this Article Fifteen.  Failure
to give such notice shall not affect the subordination of the Securities to
Senior Indebtedness.  Notwithstanding the provisions of this Article Fifteen or
any other provisions of this Indenture, neither the Trustee nor any Paying Agent
(other than the Company) shall be charged with knowledge of the existence of any
Senior Indebtedness or of any event which would prohibit the making of any
payment of moneys to or by the Trustee or such Paying Agent, unless and until
the Trustee or such Paying Agent shall have received (in the case of the
Trustee, at its Corporate Trust Office) written notice thereof from the Company
or from the holder of any Senior Indebtedness or from the trustee for any such
holder, together with proof satisfactory to the Trustee of such holding of
Senior Indebtedness or of the authority of such trustee; provided, however, that
if at least two Business Days prior to the date upon which by the terms hereof
any such moneys may become payable for any purpose (including, without
limitation, the payment of either the principal of (or premium, if any) or
interest, if any, on any Security) the Trustee shall not have received with
respect to such moneys the notice provided for in this Section 1506, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such moneys and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary, which may be received by it within two Business Days
prior to such date.  The Trustee shall be entitled to rely on the delivery to it
of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such a
notice has been given by a holder of Senior Indebtedness or a trustee on behalf
of any such holder.  In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of Senior Indebtedness (or a trustee on behalf of such holder) to participate in
any payment or distribution pursuant to this Article Fifteen, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such Person (or the
amount of Senior Indebtedness as to which such Person is trustee), the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article
Fifteen 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 1507.  Trustee as Holder of Senior Indebtedness.

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

     Nothing in this Article Fifteen shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 606.

     Section 1508.  Modifications of Terms of Senior Indebtedness.

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

     No compromise, alteration, amendment, modification, extension, renewal or
other change of, or waiver, consent or other action in respect of, any liability
or obligation under or in respect of, or of any of the terms, covenants or
conditions of any indenture or other instrument under which any Senior
Indebtedness is outstanding or of such Senior Indebtedness, whether or not such
release is in accordance with the provisions of any applicable document, shall
in any way alter or affect any of the provisions of this Article Fifteen or of
the Securities relating to the subordination thereof.

     Section 1509.  Reliance on Judicial Order or Certificate of Liquidating
     Agent.


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

ARTICLE SIXTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     Section 1601. Indenture and Securities Solely Corporate Obligations.

     No recourse for the payment of the principal of or any premium or interest
on any Security, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in this Indenture or in any supplemental indenture, or in any Security,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the
Securities.

                               *   *   *   *  *

     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.

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed, all
as of the day and year first above written.

[SEAL]                 MARKEL CORPORATION


Attest:

              By: ___________________________
              Name: _________________________
              Title: ________________________



[SEAL]
              _________________, as Trustee

Attest:


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<PAGE>


              By: ___________________________
              Name: _________________________
              Title: ________________________


COMMONWEALTH OF VIRGINIA      )
                 :  SS.:
CITY OF RICHMOND              )


     On the _____ day of ________, ____, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that (s)he is a _____________ of Markel Corporation, a Virginia corporation,
one of the persons described in and who executed the foregoing instrument; that
(s)he knows the seal of said Corporation; that the seal affixed to said
instrument is such Corporation's seal; that it was so affixed by authority of
the Board of Directors of said Corporation; and that (s)he signed (his)(her)
name thereto by like authority.


              ________________________________
              Notary Public

[NOTARIAL SEAL]

STATE OF ________        )
              :  SS.:
COUNTY OF ________       )


     On the _____ day of ________, ____, before me personally came
_____________________, to me known, who, being by me duly sworn, did depose and
say that (s)he is a _____________ of ________________________, a banking
corporation organized and existing under the laws of the State of ________, one
of the persons described in and who executed the foregoing instrument; that
(s)he knows the seal of said Corporation; that the seal affixed to said
instrument is such Corporation's seal; that it was so affixed by authority of
the Board of Directors of said Corporation; and that (s)he signed (his)(her)
name thereto by like authority.

              ________________________________
              Notary Public

[NOTARIAL SEAL]


                                      96