EXHIBIT 4(d)

                         COLUMBUS SOUTHERN POWER COMPANY


                                       AND


                                BANK ONE, N. A.,





                                   AS TRUSTEE


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


                                    INDENTURE


                          Dated as of February 1, 2003


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





                              CROSS-REFERENCE TABLE

    Section of
Trust Indenture Act                                             Section of
of 1939, as amended                                              Indenture

310(a)   ...................................................       7.09
310(b)   ...................................................       7.08
         ...................................................       7.10
310(c)   ...................................................     Inapplicable
311(a)   ...................................................       7.13
311(b)   ...................................................       7.13
311(c)   ...................................................     Inapplicable
312(a)   ...................................................       5.01
         ...................................................       5.02(a)
312(b)   ...................................................       5.02(c)
         ...................................................       5.02(d)
312(c)   ...................................................       5.02(e)
313(a)   ...................................................       5.04(a)
313(b)   ...................................................       5.04(b)
313(c)   ...................................................       5.04(a)
         ...................................................       5.04(b)
313(d)   ...................................................       5.04(c)
314(a)   ...................................................       5.03
314(b)   ...................................................     Inapplicable
314(c)   ...................................................      13.06(a)
314(d)   ...................................................     Inapplicable
314(e)   ...................................................      13.06(b)
314(f)   ...................................................     Inapplicable
315(a)   ...................................................       7.01(a)
         ...................................................       7.02
315(b)   ...................................................       6.07
315(c)   ...................................................       7.01(a)
315(d)   ...................................................       7.01(b)
315(e)   ...................................................       6.08
316(a)   ...................................................       6.06
         ...................................................       8.04
316(b)   ...................................................       6.04
316(c)   ...................................................       8.01
317(a)   ...................................................       6.02
317(b)   ...................................................       4.03
318(a)   ...................................................      13.08


<PAGE>



                                TABLE OF CONTENTS

         This Table of Contents does not constitute part of the Indenture and
should not have any bearing upon the interpretation of any of its terms or
provisions

                                    RECITALS:

Purpose of Indenture................................................1
Compliance with legal requirements..................................1
Purpose of and consideration for Indenture..........................1

ARTICLE ONE - DEFINITIONS

         Section 1.01

                  Definitions.......................................2

ARTICLE TWO - ISSUE, DESCRIPTION, TERMS, EXECUTION,
REGISTRATION AND EXCHANGE OF SECURITIES

         Section 2.01
                  Designation, terms, amount, authentication
                  and delivery of Securities........................8

         Section 2.02
                  Form of Security and Trustee's certificate........9

         Section 2.03...............................................9
                  Date and denominations of Securities,
                  and provisions for payment of principal,
                  premium and interest..............................9

         Section 2.04
                  Execution of Securities..........................11

         Section 2.05
                  Exchange of Securities...........................12

         Section 2.06
                  Temporary Securities.............................13

         Section 2.07
                  Mutilated, destroyed, lost or
                  stolen Securities................................14

         Section 2.08
                  Cancellation of surrendered Securities...........14

         Section 2.09
                  Provisions of Indenture and Securities
                  for sole benefit of parties and
                  Securityholders..................................15

         Section 2.10
                  Appointment of Authenticating Agent..............15

         Section 2.11
                  Global Security..................................15

         Section 2.12
                  Payment in Proper Currency.......................16

         Section 2.13
                  Identification of Securities.....................17

ARTICLE THREE - REDEMPTION OF SECURITIES AND
SINKING FUND PROVISIONS

         Section 3.01
                  Redemption of Securities.........................17

         Section 3.02
                  Notice of redemption.............................17

         Section 3.03
                  When Securities called for
                  redemption become due and payable................18

         Section 3.04
                  Sinking Fund for Securities......................19

         Section 3.05
                  Satisfaction of Sinking Fund.....................19
                  Payments with Securities

         Section 3.06
                  Redemption of Securities for
                  Sinking Fund.....................................19

ARTICLE FOUR - PARTICULAR COVENANTS OF THE COMPANY

         Section 4.01
                  Payment of principal (and premium
                  if any) and interest on Securities...............20

         Section 4.02
                  Maintenance of office or agency for
                  payment of Securities, designation of
                  office or agency for payment, registration,
                  transfer and exchange of Securities..............20

         Section 4.03
                  Duties of paying agent...........................20

         Section 4.04
                  Appointment to fill vacancy in
                  office of Trustee................................21

         Section 4.05
                  Restriction on consolidation,
                  merger or sale...................................21

ARTICLE FIVE - SECURITYHOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

         Section 5.01
                  Company to furnish Trustee information
                  as to names and addresses of
                  Securityholders..................................21

         Section 5.02
                  Trustee to preserve information
                  as to names and addresses of
                  Securityholders received by it
                  in capacity of paying agent......................22

         Section 5.03
                  Annual and other reports to be filed
                  by Company with Trustee..........................23

         Section 5.04
                  Trustee to transmit annual report
                  to Securityholders...............................24

ARTICLE SIX - REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT

         Section 6.01
                  Events of default defined........................25

         Section 6.02
                  Covenant of Company to pay to
                  Trustee whole amount due on
                  Securities on default in payment
                  of interest or principal (and
                  premium, if any).................................27

         Section 6.03
                  Application of monies collected by Trustee.......28

         Section 6.04
                  Limitation on suits by holders of Securities.....29

         Section 6.05
                  Remedies Cumulative..............................29

         Section 6.06
                  Rights of holders of majority in
                  principal amount of Securities to
                  direct trustee and to waive defaults.............30

         Section 6.07
                  Trustees to give notice of defaults
                  known to it, but may withhold in
                  certain circumstances............................30

         Section 6.08
                  Requirements of an undertaking to pay
                  costs in certain suits under Indenture
                  or against Trustee...............................31

ARTICLE SEVEN - CONCERNING THE TRUSTEE

         Section 7.01
                  Upon Event of Default occurring and
                  continuing, Trustee shall exercise
                  powers vested in it, and use same
                  degree of care and skill in their
                  exercise, as prudent individual will use.........31

         Section 7.02
                  Trustee may rely on documents believed
                  genuine and properly signed or presented.........32


         Section 7.03
                  Trustee not liable for recitals in
                  Indenture or in Securities.......................34


         Section 7.04
                  Trustee, paying agent or Security
                  Registrar may own Security.......................34

         Section 7.05
                  Monies received by Trustee to be held
                  in Trust without interest........................34

         Section 7.06
                  Trustee entitled to compensation,
                   reimbursement and indemnity.....................34


         Section 7.07
                  Right of Trustee to rely on certificate
                  of officers of Company where no other
                  evidence specifically prescribed.................35

         Section 7.08
                  Trustee acquiring conflicting interest
                  to eliminate conflict or resign..................35

         Section 7.09
                  Requirements for eligibility of
                  trustee..........................................35

         Section 7.10
                  Resignation of Trustee and
                  appointment of successor.........................35


         Section 7.11
                  Acceptance by successor Trustee..................37


         Section 7.12
                  Successor to Trustee by merger,
                  consolidation of succession to business..........38

         Section 7.13
                  Limitations on rights of Trustee as a
                  creditor to obtain payment of certain
                  claims...........................................38

ARTICLE EIGHT - CONCERNING THE SECURITYHOLDERS

         Section 8.01
                  Evidence of action by Securityholders............38

         Section 8.02
                  Proof of execution of instruments and of
                  holding of Securities............................39

         Section 8.03
                  Who may be deemed owners of Securities...........39

         Section 8.04
                  Securities owned by Company or controlled
                  or controlling companies disregarded for
                  certain purposes.................................39

         Section 8.05
                  Instruments executed by Securityholders
                  bind future holders..............................40

ARTICLE NINE - SUPPLEMENTAL INDENTURES

         Section 9.01
                  Purposes for which supplemental indenture
                  may be entered into without consent of
                  Securityholders..................................40

         Section 9.02
                  Modification of Indenture with consent
                  of Securityholders...............................42

         Section 9.03
                  Effect of supplemental indentures................43

         Section 9.04
                  Securities may bear notation of changes
                  by supplemental indentures.......................44

         Section 9.05
                  Opinion of Counsel...............................44

ARTICLE TEN - CONSOLIDATION, MERGER AND SALE

         Section 10.01
                  Consolidations or mergers of Company
                  and sales or conveyances of property
                  of Company permitted.............................44

         Section 10.02
                  Rights and duties of successor company...........44

         Section 10.03
                  Opinion of Counsel...............................45

ARTICLE ELEVEN - DEFEASANCE AND CONDITIONS TO DEFEASANCE; UNCLAIMED MONIES

         Section 11.01
                  Defeasance and conditions to defeasance..........45

         Section 11.02
                  Application by Trustee of funds deposited
                  for payment of Securities........................47

         Section 11.03
                  Repayment of monies held by paying agent.........47

         Section 11.04
                  Repayment of monies held by Trustee..............47

         Section 11.05
                  Delivery of Officer's Certificate
                  and Opinion of Counsel...........................47

ARTICLE TWELVE - IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

         Section 12.01
                  Incorporators, Stockholders, officers and
                  directors of Company exempt from individual
                  liability........................................47

ARTICLE THIRTEEN - MISCELLANEOUS PROVISIONS

         Section 13.01
                  Successors and assigns of Company
                  bound by Indenture...............................48

         Section 13.02
                  Acts of board, committee or officer
                  of successor company valid.......................48

         Section 13.03
                  Surrender of powers by Company.....................

         Section 13.04
                  Required notices or demands may by
                  served by mail...................................48

         Section 13.05
                  Indenture and Securities to be construed
                  in accordance with laws of the State
                  of New York......................................49

         Section 13.06
                  Officers' Certificate and Opinion of
                  Counsel to be furnished upon applications
                  or demands by company............................49


         Section 13.07
                  Payments due on non-Business Days................49

         Section 13.08
                  Provisions required by Trust Indenture
                  Act of 1939 to control...........................49

         Section 13.09
                  Indenture may be executed in counterparts........49

         Section 13.10
                  Separability of Indenture provisions.............49

         Section 13.11
                  Assignment by Company to subsidiary..............50

         Section 13.12
                  Headings.........................................50

         Section 13.13
                  Securities in Foreign Currencies

ACCEPTANCE OF TRUST BY TRUSTEE.....................................51

TESTIMONIUM........................................................51

SIGNATURES AND SEALS...............................................51

ACKNOWLEDGEMENTS...................................................52


<PAGE>


         THIS INDENTURE, dated as of the day of February, 2003, between COLUMBUS
SOUTHERN POWER COMPANY, a corporation duly organized and existing under the laws
of the State of Ohio (hereinafter sometimes referred to as the "Company"), and
BANK ONE, N. A., a national banking association organized under the laws of the
United States, as trustee (hereinafter sometimes referred to as the "Trustee"):

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured promissory notes or other evidences of indebtedness
(hereinafter referred to as the "Securities"), in an unlimited aggregate
principal amount to be issued from time to time in one or more series as in this
Indenture provided, as registered Securities without coupons, to be
authenticated by the certificate of the Trustee, and which will rank pari passu
with all other unsecured and unsubordinated debt of the Company;

         WHEREAS, to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered, the Company has duly authorized
the execution of this Indenture;

         WHEREAS, the Securities and the certificate of authentication to be
borne by the Securities (the "Certificate of Authentication") are to be
substantially in such forms as may be approved by a Company Order (as defined
below), or set forth in this Indenture or in any indenture supplemental to this
Indenture;

         AND WHEREAS, all acts and things necessary to make the Securities
issued pursuant hereto, when executed by the Company and authenticated and
delivered by the Trustee as in this Indenture provided, the valid, binding and
legal obligations of the Company, and to constitute these presents a valid
indenture and agreement according to its terms, have been done and performed or
will be done and performed prior to the issuance of such Securities, and the
execution of this Indenture has been and the issuance hereunder of the
Securities has been or will be prior to issuance in all respects duly
authorized, and the Company, in the exercise of the legal right and power in it
vested, executes this Indenture and proposes to make, execute, issue and deliver
the Securities;

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions upon which the
Securities are and are to be authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of the Securities
by the holders thereof and of the sum of one dollar ($1.00) to it duly paid by
the Trustee at the execution of these presents, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee, for the equal
and proportionate benefit (subject to the provisions of this Indenture) of the
respective holders from time to time of the Securities, without any
discrimination, preference or priority of any one Security over any other by
reason of priority in the time of issue, sale or negotiation thereof, or
otherwise, except as provided herein, as follows:

                                  ARTICLE ONE
                                   DEFINITIONS

SECTION 1.01. ...The terms defined in this Section (except as in this Indenture
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture, any Company Order, any Board Resolution, and any
indenture supplemental hereto shall have the respective meanings specified in
this Section. All other terms used in this Indenture which are defined in the
Trust Indenture Act of 1939, as amended, or which are by reference in such Act
defined in the Securities Act of 1933, as amended (except as herein otherwise
expressly provided or unless the context otherwise requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this instrument.

Affiliate:

The term "Affiliate" of the Company shall mean any company at least a majority
of whose outstanding voting stock shall at the time be owned by the Company, or
by one or more direct or indirect subsidiaries of or by the Company and one or
more direct or indirect subsidiaries of the Company. For the purposes only of
this definition of the term "Affiliate", the term "voting stock", as applied to
the stock of any company, shall mean stock of any class or classes having
ordinary voting power for the election of a majority of the directors of such
company, other than stock having such power only by reason of the occurrence of
a contingency.

Authenticating Agent:

The term "Authenticating Agent" shall mean an authenticating agent with
respect to all or any of the series of Securities, as the case may be, appointed
with respect to all or any series of the Securities, as the case may be, by the
Trustee pursuant to Section 2.10.

Authorized Officer:

The term "Authorized Officer" shall mean the Chairman of the Board, the
President, any Vice President, the Treasurer, any Assistant Treasurer or any
other officer or agent of the Company duly authorized by the Board of Directors
to act in respect of matters relating to this Indenture.

Board of Directors or Board:

The term "Board of Directors" or "Board" shall mean the Board of Directors of
the Company, or any duly authorized committee of such Board.

Board Resolution:

The term "Board Resolution" shall mean a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification.

Business Day:

The term "Business Day", with respect to any Security, shall mean any day that
(a) in the Place of Payment (or in any of the Places of Payment, if more than
one) in which amounts are payable as specified in the form of such Security and
(b) in the city in which the Trustee administers its corporate trust business,
is not a day on which banking institutions are authorized or required by law or
regulation to close.

Certificate:

The term "Certificate" shall mean a certificate signed by an Authorized Officer.
The Certificate need not comply with the provisions of Section 13.06.

Commission:

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

Company:

The term "Company" shall mean Columbus Southern Power Company, a corporation
duly organized and existing under the laws of Ohio, and, subject to the
provisions of Article Ten, shall also include its successors and assigns.

Company Order:

The term "Company Order" shall mean a written order signed in the name of the
Company by an Authorized Officer and the Secretary or an Assistant Secretary of
the Company, pursuant to a Board Resolution establishing a series of Securities.

Corporate Trust Office:

The term "Corporate Trust Office" shall mean 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 the execution of this Indenture is
located at .

Default:

The term "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

Depository:

The term "Depository" shall mean, with respect to Securities of any series, for
which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Exchange Act or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to either Section 2.01 or 2.11.

Discount Security:

The term "Discount Security" means any Security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to Section 6.01(b).

Dollar:

The term "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

Eligible Obligations:

The term "Eligible Obligations" means (a) with respect to Securities denominated
in Dollars, Governmental Obligations; or (b) with respect to Securities
denominated in a currency other than Dollars or in a composite currency, such
other obligations or instruments as shall be specified with respect to such
Securities, as contemplated by Section 2.01.

Event of Default:

The term "Event of Default" with respect to Securities of a particular series
shall mean any event specified in Section 6.01, continued for the period of
time, if any, therein designated.

Global Security:

The term "Global Security" shall mean, with respect to any series of Securities,
a Security executed by the Company and authenticated and delivered by the
Trustee to the Depository or pursuant to the Depository's instruction, all in
accordance with the Indenture, which shall be registered in the name of the
Depository or its nominee.

Governmental Authority:

The term "Governmental Authority" means the government of the United States or
of any State or Territory thereof or of the District of Columbia or of any
county, municipality or other political subdivision of any of the foregoing, or
any department, agency, authority or other instrumentality of any of the
foregoing.

Governmental Obligations:

The term "Governmental Obligations" shall mean securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States,
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended) as custodian with respect to any such
Governmental Obligation or a specific payment of principal of or interest on any
such Governmental Obligation held by such custodian for the account of the
holder of such depository receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by such
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depository receipt.

Indenture:

The term "Indenture" shall mean this instrument as originally executed, or, if
amended or supplemented as herein provided, as so amended or supplemented, and
shall include the terms of a particular series of Securities established as
contemplated by Section 2.01.

Instructions:

The term "Instructions" shall mean instructions acceptable to the Trustee issued
pursuant to a Company Order in connection with a Periodic Offering and signed by
an Authorized Officer. Instructions need not comply with the provisions of
Section 13.06.

Interest:

The term "interest" when used with respect to non-interest bearing Securities
shall mean interest payable after maturity (whether at stated maturity, upon
acceleration or redemption or otherwise) or after the date, if any, on which the
Company becomes obligated to acquire a Security, whether by purchase or
otherwise.

Interest Payment Date:

The term "Interest Payment Date" when used with respect to any installment of
interest on a Security of a particular series shall mean the date specified in
such Security or in a Board Resolution, Company Order or an indenture
supplemental hereto with respect to such series as the fixed date on which an
installment of interest with respect to Securities of that series is due and
payable.

Officers' Certificate:

The term "Officers' Certificate" shall mean a certificate signed by an
Authorized Officer and by the Secretary or Assistant Secretary of the Company.
Each such certificate shall include the statements provided for in Section
13.06, if and to the extent required by the provisions thereof.

Opinion of Counsel:

The term "Opinion of Counsel" shall mean an opinion in writing signed by legal
counsel, who may be an employee of or counsel for the Company. Each such opinion
shall include the statements provided for in Section 13.06, if and to the extent
required by the provisions thereof.

Outstanding:

The term "outstanding", when used with reference to Securities of any series,
shall, subject to the provisions of Section 8.04, mean, as of any particular
time, all Securities of that series theretofore authenticated and delivered by
the Trustee under this Indenture, except (a) Securities theretofore canceled by
the Trustee or any paying agent, or delivered to the Trustee or any paying agent
for cancellation or which have previously been canceled; (b) Securities or
portions thereof for the payment or redemption of which monies or Eligible
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own paying agent); provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07. The
principal amount of a Discount Security that shall be deemed to be Outstanding
for purposes of this Indenture shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof.

Periodic Offering:

The term "Periodic Offering" means an offering of Securities of a series from
time to time, during which any or all of the specific terms of the Securities,
including without limitation the rate or rates of interest, if any, thereon, the
maturity or maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Company or its agents upon the
issuance of such Securities.

Person:

The term "person" means any individual, corporation, partnership, limited
liability company, joint venture, trust or unincorporated organization or any
Governmental Authority.

Place of Payment:

The term "Place of Payment" shall mean the place or places where the principal
of and interest, if any, on the Securities of any series are payable as
specified in accordance with Section 2.01.

Predecessor Security:

The term "Predecessor Security" of any particular Security shall mean every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 2.07 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

Responsible Officer:

The term "Responsible Officer" when used with respect to the Trustee shall mean
the chairman of the board of directors, the president, any vice president, the
secretary, the treasurer, any trust officer, any corporate trust officer or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.

Security or Securities:

The term "Security" or "Securities" shall mean any Security or Securities, as
the case may be, authenticated and delivered under this Indenture.

Securityholder:

The term "Securityholder", "holder of Securities" or "registered holder" shall
mean the person or persons in whose name or names a particular Security shall be
registered on the books of the Company kept for that purpose in accordance with
the terms of this Indenture.

Series:

The term "series" means a series of Securities established pursuant to this
Indenture and includes, if the context so requires, each Tranche thereof.

Tranche:

The term "Tranche" means Securities which (a) are of the same series and (b)
have identical terms except as to principal amount and/or date of issuance.

Trustee:

The term "Trustee" shall mean Bank One, N. A., and, subject to the provisions of
Article Seven, shall also include its successors and assigns, and, if at any
time there is more than one person acting in such capacity hereunder, "Trustee"
shall mean each such person. The term "Trustee" as used with respect to a
particular series of the Securities shall mean the trustee with respect to that
series.

Trust Indenture Act:

The term "Trust Indenture Act", subject to the provisions of Sections 9.01,
9.02, and 10.01, shall mean the Trust Indenture Act of 1939, as amended and in
effect at the date of execution of this Indenture.

United States:

The term "United States" means the United States of America, its Territories,
its possessions and other areas subject to its political jurisdiction.

                                  ARTICLE TWO

                      ISSUE, DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

SECTION 2.01. ...The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

         The Securities may be issued from time to time in one or more series
and in one or more Tranches thereof. Each series shall be authorized by a
Company Order or Orders or one or more indentures supplemental hereto, which
shall specify whether the Securities of such series shall be subject to a
Periodic Offering. The Company Order or Orders or supplemental indenture and, in
the case of a Periodic Offering, Instructions or other procedures acceptable to
the Trustee specified in such Company Order or Orders, shall establish the terms
of the series, which may include the following: (i) any limitations on the
aggregate principal amount of the Securities to be authenticated and delivered
under this Indenture as part of such series (except for Securities authenticated
and delivered upon registration of transfer of, in exchange for or in lieu of
other Securities of that series); (ii) the stated maturity or maturities of such
series; (iii) the date or dates from which interest shall accrue, the Interest
Payment Dates on which such interest will be payable or the manner of
determination of such Interest Payment Dates and the record date for the
determination of holders to whom interest is payable on any such Interest
Payment Date; (iv) the interest rate or rates (which may be fixed or variable),
or method of calculation of such rate or rates, for such series; (v) the terms,
if any, regarding the redemption, purchase or repayment of such series (whether
at the option of the Company or a holder of the Securities of such series and
whether pursuant to a sinking fund or analogous provisions, including payments
made in cash in anticipation of future sinking fund obligations), including
redemption, purchase or repayment date or dates of such series, if any, and the
price or prices and other terms and conditions applicable to such redemption,
purchase or repayment (including any premium); (vi) whether or not the
Securities of such series shall be issued in whole or in part in the form of a
Global Security and, if so, the Depositary for such Global Security and the
related procedures with respect to transfer and exchange of such Global
Security; (vii) the designation of such series; (viii) the form of the
Securities of such series; (ix) the maximum annual interest rate, if any, of the
Securities permitted for such series; (x) whether the Securities of such series
shall be subject to Periodic Offering; (xi) the currency or currencies,
including composite currencies, in which payment of the principal of (and
premium, if any) and interest on the Securities of such series shall be payable,
if other than Dollars; (xii) any other information necessary to complete the
Securities of such series; (xiii) the establishment of any office or agency
pursuant to Section 4.02 hereof and any other place or places which the
principal of and interest, if any, on Securities of that series shall be
payable; (xiv) if other than denominations of $1,000 or any integral multiple
thereof, the denominations in which the Securities of the series shall be
issuable; (xv) the obligations or instruments, if any, which shall be considered
to be Eligible Obligations in respect of the Securities of such series
denominated in a currency other than Dollars or in a composite currency; (xvi)
whether or not the Securities of such series shall be issued as Discount
Securities and the terms thereof, including the portion of the principal amount
thereof which shall be payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.01(b); (xvii) if the principal of and premium, if
any, or interest, if any, on such Securities are to be payable, at the election
of the Company or the holder thereof, in coin or currency, including composite
currencies, other than that in which the Securities are stated to be payable,
the period or periods within which, and the terms and conditions upon which,
such election shall be made; (xviii) if the amount of payment of principal of
and premium, if any, or interest, if any, on such Securities may be determined
with reference to an index, formula or other method, or based on a coin or
currency other than that in which the Securities are stated to be payable, the
manner in which such amount shall be determined; (xix) whether the provisions of
Section 4.05 and Article Ten (or portions thereof) shall apply to the Securities
of a series; and (xx)any other terms of such series not inconsistent with this
Indenture.

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to any such Company Order or in any indentures supplemental hereto.

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

        SECTION 2.02. ...The Securities of any series shall be substantially of
the tenor and purport (i) as set forth in one or more indentures supplemental
hereto or as provided in a Company Order, or (ii) with respect to any Tranche of
Securities of a series subject to Periodic Offering, to the extent permitted by
any of the documents referred to in clause (i) above, in Instructions, or by
other procedures acceptable to the Trustee specified in such Company Order or
Orders, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification or designation and
such legends or endorsements printed, lithographed or engraved thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which Securities of that series may be listed or of the Depository,
or to conform to usage.

         The Trustee's Certificate of Authentication shall be in substantially
the following form:

         "This is one of the Securities of the series designated in accordance
         with, and referred to in, the within-mentioned Indenture.

         Dated:

         BANK ONE, N. A.

         By:___________________________
              Authorized Signatory"

SECTION 2.03. ...The Securities shall be issuable as registered Securities and
in the denominations of $1,000 or any integral multiple thereof, subject to
Sections 2.01(xi) and (xiv). The Securities of a particular series shall bear
interest payable on the dates and at the rate or rates specified with respect to
that series. Except as otherwise specified as contemplated by Section 2.01, the
principal of and the interest on the Securities of any series, as well as any
premium thereon in case of redemption thereof prior to maturity, shall be
payable in Dollars at the office or agency of the Company maintained for that
purpose. Each Security shall be dated the date of its authentication.

         The interest installment on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment, except that
interest payable on redemption or maturity shall be payable as set forth in the
Company Order or indenture supplemental hereto establishing the terms of such
series of Securities. Except as otherwise specified as contemplated by Section
2.01, interest on Securities will be computed on the basis of a 360-day year of
twelve 30-day months.

         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date for Securities of the
same series (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered holder on the relevant regular record date by virtue
of having been such holder; and such Defaulted Interest shall be paid by the
Company, at its election, as provided in clause (1) or clause (2) below:

(1)      The Company may make payment of any Defaulted Interest on Securities to
         the persons in whose names such Securities (or their respective
         Predecessor Securities) are registered at the close of business on a
         special record date for the payment of such Defaulted Interest, which
         shall be fixed in the following manner: the Company shall notify the
         Trustee in writing of the amount of Defaulted Interest proposed to be
         paid on each such 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 prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         persons entitled to such Defaulted Interest as in this clause provided.
         Thereupon the Trustee shall fix a special record date for the payment
         of such Defaulted Interest which shall not be more than 15 nor less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         special record date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the special record date therefor to be mailed, first class postage
         prepaid, to each Securityholder at his or her address as it appears in
         the Security Register (as hereinafter defined), not less than 10 days
         prior to such special record date. Notice of the proposed payment of
         such Defaulted Interest and the special record date therefor having
         been mailed as aforesaid, such Defaulted Interest shall be paid to the
         persons in whose names such Securities (or their respective Predecessor
         Securities) are registered on such special record date and shall be no
         longer payable pursuant to the following clause (2).

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

         Unless otherwise set forth in a Company Order or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.01 hereof, the term "regular record date" as used in this Section
with respect to a series of Securities with respect to any Interest Payment Date
for such series shall mean either the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such Interest Payment
Date is the first day of a month, or the last day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such Interest Payment
Date is the fifteenth day of a month, whether or not such date is a Business
Day.

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

SECTION 2.04. ...The Securities shall, subject to the provisions of Section
2.06, be printed on steel engraved borders or fully or partially engraved, or
legibly typed, as the proper officer of the Company may determine, and shall be
signed on behalf of the Company by an Authorized Officer. The signature of such
Authorized Officer upon the Securities may be in the form of a facsimile
signature of a present or any future Authorized Officer and may be imprinted or
otherwise reproduced on the Securities and for that purpose the Company may use
the facsimile signature of any person who shall have been an Authorized Officer,
notwithstanding the fact that at the time the Securities shall be authenticated
and delivered or disposed of such person shall have ceased to be an Authorized
Officer.

         Only such Securities as shall bear thereon a Certificate of
Authentication substantially in the form established for such Securities,
executed manually by an authorized signatory of the Trustee, or by any
Authenticating Agent with respect to such Securities, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate executed by the Trustee, or by any Authenticating Agent appointed by
the Trustee with respect to such Securities, upon any Security executed by the
Company shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the registered holder
thereof is entitled to the benefits of this Indenture.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with an indenture
supplemental hereto or a Company Order for the authentication and delivery of
such Securities and the Trustee, in accordance with such supplemental indenture
or Company Order, 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 Instructions or such other procedures acceptable to the Trustee
as may be specified by or pursuant to such supplemental indenture or Company
Order delivered to the Trustee prior to the time of the first authentication of
Securities of such series.

         In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall receive and (subject to Section 7.01) shall be fully protected in
relying upon, (i) an Opinion of Counsel and (ii) and Officers' Certificate, each
stating that the form and terms thereof have been established in conformity with
the provisions of this Indenture; provided, however, that, with respect to
Securities of a series subject to a Periodic Offering, the Trustee shall be
entitled to receive such Opinion of Counsel and Officers' Certificate only once
at or prior to the time of the first authentication of Securities of such series
and that, in such opinion or certificate, the opinion or certificate described
above may state that when the terms of such Securities, or each Tranche thereof,
shall have been established pursuant to a Company Order or Orders or pursuant to
such procedures acceptable to the Trustee, as may be specified by a Company
Order, such terms will have been established in conformity with the provisions
of this Indenture. Each Opinion of Counsel and Officers' Certificate delivered
pursuant to this Section 2.04 shall include all statements prescribed in Section
13.06(b). Such Opinion of Counsel shall also be to the effect that when such
Securities have been executed by the Company and authenticated by the Trustee in
accordance with the provisions of this Indenture and delivered to and duly paid
for by the purchasers thereof, they will be valid and legally binding
obligations of the Company, enforceable in accordance with their terms (subject
to customary exceptions) and will be entitled to the benefits of this Indenture.

         With respect to Securities of a series subject to a Periodic Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such Securities, the forms and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Company Order, Opinion of
Counsel, Officers' Certificate and other documents delivered pursuant to
Sections 2.01 and this Section, as applicable, at or prior to the time of the
first authentication of Securities of such series unless and until such Company
Order, Opinion of Counsel, Officers' Certificate or other documents have been
superseded or revoked or expire by their terms.

         The Trustee shall not be required to authenticate such Securities if
the issue of such Securities pursuant to this Indenture will affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.

SECTION 2.05. ...(a) Securities of any series may be exchanged upon presentation
thereof at the office or agency of the Company designated for such purpose, for
other Securities of such series of authorized denominations, and for a like
aggregate principal amount, upon payment of a sum sufficient to cover any tax or
other governmental charge in relation thereto, all as provided in this Section.
In respect of any Securities so surrendered for exchange, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver
in exchange therefor the Security or Securities of the same series which the
Securityholder making the exchange shall be entitled to receive, bearing numbers
not contemporaneously outstanding.

(b) The Company shall keep, or cause to be kept, at its office or agency
designated for such purpose in the Borough of Manhattan, the City and State of
New York, or such other location designated by the Company a register or
registers (herein referred to as the "Security Register") in which, subject to
such reasonable regulations as it may prescribe, the Company shall register the
Securities and the transfers of Securities as in this Article provided and which
at all reasonable times shall be open for inspection by the Trustee. The
registrar for the purpose of registering Securities and transfer of Securities
as herein provided shall be appointed as authorized by Board Resolution or
Company Order (the "Security Registrar").

         Upon surrender for transfer of any Security at the office or agency of
the Company designated for such purpose in the Borough of Manhattan, the City
and State of New York, or other location as aforesaid, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver
in the name of the transferee or transferees a new Security or Securities of the
same series as the Security presented for a like aggregate principal amount.

         All Securities presented or surrendered for exchange or registration of
transfer, as provided in this Section, shall be accompanied (if so required by
the Company or the Security Registrar) by a written instrument or instruments of
transfer, in form satisfactory to the Company or the Security Registrar, duly
executed by the registered holder or by his duly authorized attorney in writing.

(c) Except as provided in the first paragraph of Section 2.07, no service charge
shall be made for any exchange or registration of transfer of Securities, or
issue of new Securities in case of partial redemption of any series, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, other than exchanges pursuant to
Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer.

         (d)......The Company shall neither be required (i) to issue, exchange
or register the transfer of any Securities during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the outstanding Securities of the same series and
ending at the close of business on the day of such mailing, nor (ii) to register
the transfer of or exchange of any Securities of any series or portions thereof
called for redemption or as to which the holder thereof has exercised its right,
if any, to require the Company to repurchase such Security in whole or in part,
except that portion of such Security not required to be repurchased. The
provisions of this Section 2.05 are, with respect to any Global Security,
subject to Section 2.11 hereof.

SECTION 2.06. ...Pending the preparation of definitive Securities of any series,
the Company may execute, and the Trustee shall authenticate and deliver,
temporary Securities (printed, lithographed or typewritten) of any authorized
denomination, and substantially in the form of the definitive Securities in lieu
of which they are issued, but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the
Company. Every temporary Security of any series shall be executed by the Company
and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities of such series in accordance with Section 2.04. Without unnecessary
delay the Company will execute and will furnish definitive Securities of such
series and thereupon any or all temporary Securities of such series may be
surrendered in exchange therefor (without charge to the holders thereof), at the
office or agency of the Company designated for the purpose, and the Trustee
shall authenticate and such office or agency shall deliver in exchange for such
temporary Securities an equal aggregate principal amount of definitive
Securities of such series, unless the Company advises the Trustee to the effect
that definitive Securities need not be executed and furnished until further
notice from the Company. Until so exchanged, the temporary Securities of such
series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series authenticated and delivered hereunder.

SECTION 2.07. ...In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon its request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Security of the same series
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Security, or in lieu of and in substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and to the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of the applicant's Security and of the ownership
thereof. The Trustee may authenticate any such substituted Security and deliver
the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Security, 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. In case any Security
which has matured or is about to mature shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Security, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated Security) if the applicant for such payment shall furnish to
the Company and to the Trustee such security or indemnity as they may require to
save them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof.

         Every Security issued pursuant to the provisions of this Section in
substitution for any Security which is mutilated, destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether or
not the mutilated, destroyed, lost or stolen Security shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
the same series duly issued hereunder. All Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

SECTION 2.08. ...All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer, or for credit against a
sinking fund, shall, if surrendered to the Company or any paying agent, be
delivered to the Trustee for cancellation, or, if surrendered to the Trustee,
shall be canceled by it, and no Securities shall be issued in lieu thereof
except as expressly required or permitted by any of the provisions of this
Indenture. On request of the Company, the Trustee shall deliver to the Company
canceled Securities held by the Trustee. In the absence of such request the
Trustee may dispose of canceled Securities in accordance with its standard
procedures. If the Company shall otherwise acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

SECTION 2.09. ...Nothing in this Indenture or in the Securities, express or
implied, shall give or be construed to give to any person, firm or corporation,
other than the parties hereto and the holders of the Securities, any legal or
equitable right, remedy or claim under or in respect of this Indenture, or under
any covenant, condition or provision herein contained; all such covenants,
conditions and provisions being for the sole benefit of the parties hereto and
of the holders of the Securities.

SECTION 2.10. ...So long as any of the Securities of any series remain
outstanding there may be an Authenticating Agent for any or all such series of
Securities which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, transfer or partial
redemption thereof, 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. All references in this Indenture to
the authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series except for
authentication upon original issuance or pursuant to Section 2.07 hereof. Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation which has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and which is otherwise authorized under such laws to conduct such business and
is subject to supervision or examination by Federal or State authorities. If at
any time any Authenticating Agent shall cease to be eligible in accordance with
these provisions it shall resign immediately.

         Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto. The Company agrees
to pay to each Authenticating Agent from time to time reasonable compensation
for its services under this Section.

SECTION 2.11. ...(a) If the Company shall establish pursuant to Section 2.01
that the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance
with Section 2.04, authenticate and deliver, a Global Security which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the Outstanding Securities of such series, (ii)
shall be registered in the name of the Depository or its nominee, (iii) shall be
authenticated and delivered by the Trustee to the Depository or pursuant to the
Depository's instruction and (iv) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
another nominee of the Depository or to a successor Depository or to a nominee
of such successor Depository."

(b) Notwithstanding the provisions of Section 2.05, the Global Security of a
series may be transferred, in whole but not in part and in the manner provided
in Section 2.05, only to another nominee of the Depository for such series, or
to a successor Depository for such series selected or approved by the Company or
to a nominee of such successor Depository.

(c) If at any time the Depository for a series of Securities notifies the
Company that it is unwilling or unable to continue as Depository for such series
or if at any time the Depository for such series shall no longer be registered
or in good standing under the Exchange Act, or other applicable statute or
regulation and a successor Depository for such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, as the case may be, this Section 2.11 shall no longer be
applicable to the Securities of such series and the Company will execute, and
subject to Section 2.05, the Trustee will authenticate and deliver Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. In addition, the Company may at any time determine that the Securities
of any series shall no longer be represented by a Global Security and that the
provisions of this Section 2.11 shall no longer apply to the Securities of such
series. In such event the Company will execute, and subject to Section 2.05, the
Trustee, upon receipt of an Officers' Certificate evidencing such determination
by the Company, will authenticate and deliver Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by
the Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(c) shall be registered in
such names and in such authorized denominations as the Depository, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Security Registrar. The Trustee shall deliver such Securities to
the Depository for delivery to the persons in whose names such Securities are so
registered.

SECTION 2.12. ...In the case of the Securities of any series denominated in any
currency other than Dollars or in a composite currency (the "Required
Currency"), except as otherwise specified with respect to such Securities as
contemplated by Section 2.01, the obligation of the Company to make any payment
of the principal thereof, or the premium or interest thereon, shall not be
discharged or satisfied by any tender by the Company, or recovery by the
Trustee, in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the Trustee timely holding the full
amount of the Required Currency then due and payable. If any such tender or
recovery is in a currency other than the Required Currency, the Trustee may take
such actions as it considers appropriate to exchange such currency for the
Required Currency. The costs and risks of any such exchange, including, without
limitation, the risks of delay and exchange rate fluctuation, shall be borne by
the Company, the Company shall remain fully liable for any shortfall or
delinquency in the full amount of Required Currency then due and payable, and in
no circumstances shall the Trustee be liable therefor except in the case of its
negligence or willful misconduct.

SECTION 2.13. ...The Company in issuing Securities may use "CUSIP" numbers (if
then generally in use) and, if so used, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to holders of Securities; 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 contained in any notice
of redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company shall promptly notify
the Trustee of any change in the CUSIP numbers.

                               ARTICLE THREE
              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.01. ...The Company may redeem the Securities of any series issued
hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.01 hereof.

SECTION 3.02. ...(a) In case the Company shall desire to exercise such right to
redeem all or, as the case may be, a portion of the Securities of any series in
accordance with the right reserved so to do, it shall give notice of such
redemption to holders of the Securities of such series to be redeemed by
mailing, first class postage prepaid, a notice of such redemption not less than
30 days and not more than 60 days before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon the
Security Register. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
registered holder receives the notice. In any case, failure duly to give such
notice to the holder of any Security of any series designated for redemption in
whole or in part, or any defect in the notice, shall not affect the validity of
the proceedings for the redemption of any other Securities of such series or any
other series. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption or subject to compliance with
certain conditions provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with any such restriction or condition.

         Unless otherwise so provided as to a particular series of Securities,
if at the time of mailing of any notice of redemption the Company shall not have
deposited with the paying agent an amount in cash sufficient to redeem all of
the Securities called for redemption, including accrued interest to the date
fixed for redemption, such notice shall state that it is subject to the receipt
of redemption moneys by the paying agent on or before the date fixed for
redemption (unless such redemption is mandatory) and such notice shall be of no
effect unless such moneys are so received on or before such date.

         Each such notice of redemption shall identify the Securities to be
redeemed (including CUSIP numbers, if any), specify the date fixed for
redemption and the redemption price at which Securities of that series are to be
redeemed, and shall state that payment of the redemption price of such
Securities to be redeemed will be made at the office or agency of the Company,
upon presentation and surrender of such Securities, that interest accrued to the
date fixed for redemption will be paid as specified in said notice, that from
and after said date interest will cease to accrue and that the redemption is for
a sinking fund, if such is the case. If less than all the Securities of a series
are to be redeemed, the notice to the holders of Securities of that series to be
redeemed in whole or in part shall specify the particular Securities to be so
redeemed. In case any Security is to be redeemed in part only, the notice which
relates to such Security shall state the portion of the principal amount thereof
to be redeemed, and shall state that on and after the redemption date, upon
surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

(b) If less than all the Securities of a series are to be redeemed, the Company
shall give the Trustee at least 45 days' notice in advance of the date fixed for
redemption (unless the Trustee shall agree to a shorter period) as to the
aggregate principal amount of Securities of the series to be redeemed, and
thereupon the Trustee shall select, by lot or in such other manner as it shall
deem appropriate and fair in its discretion and which may provide for the
selection of a portion or portions (equal to $1,000 or any integral multiple
thereof, subject to Sections 2.01(xi) and (xiv)) of the principal amount of such
Securities of a denomination larger than $1,000 (subject as aforesaid), the
Securities to be redeemed and shall thereafter promptly notify the Company in
writing of the numbers of the Securities to be redeemed, in whole or in part.

         The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by an Authorized Officer, instruct the Trustee
or any paying agent to call all or any part of the Securities of a particular
series for redemption and to give notice of redemption in the manner set forth
in this Section, such notice to be in the name of the Company or its own name as
the Trustee or such paying agent may deem advisable. In any case in which notice
of redemption is to be given by the Trustee or any such paying agent, the
Company shall deliver or cause to be delivered to, or permit to remain with, the
Trustee or such paying agent, as the case may be, such Security Register,
transfer books or other records, or suitable copies or extracts therefrom,
sufficient to enable the Trustee or such paying agent to give any notice by mail
that may be required under the provisions of this Section.

SECTION 3.03. ...(a) If the giving of notice of redemption shall have been
completed as above provided, the Securities or portions of Securities of the
series to be redeemed specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with, subject to the Company Order or supplemental indenture
hereto establishing the terms of such series of Securities, interest accrued to
the date fixed for redemption and interest on such Securities or portions of
Securities shall cease to accrue on and after the date fixed for redemption,
unless the Company shall default in the payment of such redemption price and
accrued interest with respect to any such Security or portion thereof. On
presentation and surrender of such Securities on or after the date fixed for
redemption at the place of payment specified in the notice, said Securities
shall be paid and redeemed at the applicable redemption price for such series,
together with, subject to the Company Order or supplemental indenture hereto
establishing the terms of such series of Securities, interest accrued thereon to
the date fixed for redemption.

(b) Upon presentation of any Security of such series which is to be redeemed in
part only, the Company shall execute and the Trustee shall authenticate and the
office or agency where the Security is presented shall deliver to the holder
thereof, at the expense of the Company, a new Security or Securities of the same
series, of authorized denominations in principal amount equal to the unredeemed
portion of the Security so presented.

SECTION 3.04. ...The provisions of this Section 3.04 and Sections 3.05 and 3.06
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 2.01 for
Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 3.05. Each sinking fund payment shall be applied to the
redemption of Securities of such series as provided for by the terms of
Securities of such series.

SECTION 3.05. ...The Company (i) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (ii) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any mandatory
sinking fund payment; 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 mandatory sinking fund and the amount of such mandatory
sinking fund payment shall be reduced accordingly.

SECTION 3.06. ...Not less than 45 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 3.05 and the basis for such credit and will,
together with such Officers' Certificate, deliver to the Trustee any Securities
to be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 3.02 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 3.02, except that the notice of
redemption shall also state that the Securities of such series are being
redeemed by operation of the sinking fund and the sinking fund payment date.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Section 3.03.

                                  ARTICLE FOUR
                       PARTICULAR COVENANTS OF THE COMPANY

         The Company covenants and agrees for each series of the Securities as
follows:

SECTION 4.01. ...The Company will duly and punctually pay or cause to be paid
the principal of (and premium, if any) and interest on the Securities of that
series at the time and place and in the manner provided herein and established
with respect to such Securities.

SECTION 4.02. ...So long as any series of the Securities remain outstanding, the
Company agrees to maintain an office or agency with respect to each such series,
which shall be in the Borough of Manhattan, the City and State of New York or at
such other location or locations as may be designated as provided in this
Section 4.02, where (i) Securities of that series may be presented for payment,
(ii) Securities of that series may be presented as hereinabove authorized for
registration of transfer and exchange, and (iii) notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be given or served, such designation to continue with respect to such office or
agency until the Company shall, by written notice signed by an Authorized
Officer and delivered to the Trustee, designate some other office or agency for
such purposes or any of them. 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, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, notices and demands.
The Trustee will initially act as paying agent for the Securities.

         The Company may also from time to time, by written notice signed by an
Authorized Officer and delivered to the Trustee, designate one or more other
offices or agencies for the foregoing purposes within or outside the Borough of
Manhattan, City of New York, 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 obligations to maintain an office or
agency in the Borough of Manhattan, City of New York for the foregoing purposes.
The Company will give prompt written notice to the Trustee of any change in the
location of any such other office or agency.

SECTION 4.03. ...(a) If the Company shall appoint one or more paying agents for
all or any series of the Securities, other than the Trustee, the Company will
cause each such paying agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provisions of
this Section:

(1)      that it will hold all sums held by it as such agent for the payment of
         the principal of (and premium, if any) or interest on the Securities of
         that series (whether such sums have been paid to it by the Company or
         by any other obligor of such Securities) in trust for the benefit of
         the persons entitled thereto;

(2)      that it will give the Trustee notice of any failure by the Company (or
         by any other obligor of such Securities) to make any payment of the
         principal of (and premium, if any) or interest on the Securities of
         that series when the same shall be due and payable;

(3)      that it will, at any time during the continuance of any failure
         referred to in the preceding paragraph (a)(2) above, upon the written
         request of the Trustee, forthwith pay to the Trustee all sums so held
         in trust by such paying agent; and

(4)      that it will perform all other duties of paying agent as set forth in
         this Indenture.

(b)      If the Company shall act as its own paying agent with respect to any
         series of the Securities, it will on or before each due date of the
         principal of (and premium, if any) or interest on Securities of that
         series, set aside, segregate and hold in trust for the benefit of the
         persons entitled thereto a sum sufficient to pay such principal (and
         premium, if any) or interest so becoming due on Securities of that
         series until such sums shall be paid to such persons or otherwise
         disposed of as herein provided and will promptly notify the Trustee of
         such action, or any failure (by it or any other obligor on such
         Securities) to take such action. Whenever the Company shall have one or
         more paying agents for any series of Securities, it will, prior to each
         due date of the principal of (and premium, if any) or interest on any
         Securities of that series, deposit with the paying agent a sum
         sufficient to pay the principal (and premium, if any) or interest so
         becoming due, such sum to be held in trust for the benefit of the
         persons entitled to such principal, premium or interest, and (unless
         such paying agent is the Trustee) the Company will promptly notify the
         Trustee of its action or failure so to act.

(c)      Anything in this Section to the contrary notwithstanding, (i) the
         agreement to hold sums in trust as provided in this Section is subject
         to the provisions of Section 11.04, and (ii) 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 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 and conditions as those upon which such sums were held by the
         Company or such paying agent; and, upon such payment by any paying
         agent to the Trustee, such paying agent shall be released from all
         further liability with respect to such money.

SECTION 4.04. ...The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section 7.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

SECTION 4.05. ...Unless a Company Order or supplemental indenture establishing
the series of Securities provides otherwise, the Company will not, while any of
the Securities remain outstanding, consolidate with, or merge into, or merge
into itself, or sell or convey all or substantially all of its property to any
other Person unless the provisions of Article Ten hereof are complied with.

                                  ARTICLE FIVE
                SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
                                 AND THE TRUSTEE

SECTION 5.01. ...The Company will furnish or cause to be furnished to the
Trustee (a) on each regular record date (as defined in Section 2.03) for the
Securities of each Tranche of a series a list, in such form as the Trustee may
reasonably require, of the names and addresses of the holders of such Tranche of
Securities as of such regular record date, provided, that the Company shall not
be obligated to furnish or cause to be furnished such list at any time that the
list shall not differ in any respect from the most recent list furnished to the
Trustee by the Company and (b) at such other times as the Trustee may request in
writing within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished; provided, however, no such list need be furnished
for any series for which the Trustee shall be the Security Registrar.

SECTION 5.02. ...(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Securities contained in the most recent list furnished to it as
provided in Section 5.01 and as to the names and addresses of holders of
Securities received by the Trustee in its capacity as Security Registrar (if
acting in such capacity).

(b)      The Trustee may destroy any list furnished to it as provided in Section
         5.01 upon receipt of a new list so furnished.

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

(1)      afford to such applicants access to the information preserved at the
         time by the Trustee in accordance with the provisions of subsection (a)
         of this Section 5.02; or

(2)      inform such applicants as to the approximate number of holders of
         Securities of such series or of all Securities, as the case may be,
         whose names and addresses appear in the information preserved at the
         time by the Trustee, in accordance with the provisions of subsection
         (a) of this Section 5.02, and as to the approximate cost of mailing to
         such Securityholders the form of proxy or other communication, if any,
         specified in such application.

(d)      If the Trustee shall elect not to afford such applicants access to such
         information, the Trustee shall, upon the written request of such
         applicants, mail to each holder of such series or of all Securities, as
         the case may be, whose name and address appears in the information
         preserved at the time by the Trustee in accordance with the provisions
         of subsection (a) of this Section 5.02, a copy of the form of proxy or
         other communication which is specified in such request, with reasonable
         promptness after a tender to the Trustee of the material to be mailed
         and of payment, or provision for the payment, of the reasonable
         expenses of mailing, unless within five days after such tender, the
         Trustee shall mail to such applicants and file with the Commission,
         together with a copy of the material to be mailed, a written statement
         to the effect that, in the opinion of the Trustee, such mailing would
         be contrary to the best interests of the holders of Securities of such
         series or of all Securities, as the case may be, or would be in
         violation of applicable law. Such written statement shall specify the
         basis of such opinion. If the Commission, after opportunity for a
         hearing upon the objections specified in the written statement so
         filed, shall enter an order refusing to sustain any of such objections
         or if, after the entry of an order sustaining one or more of such
         objections, the Commission shall find, after notice and opportunity for
         hearing, that all the objections so sustained have been met and shall
         enter an order so declaring, the Trustee shall mail copies of such
         material to all such Securityholders with reasonable promptness after
         the entry of such order and the renewal of such tender; otherwise, the
         Trustee shall be relieved of any obligation or duty to such applicants
         respecting their application.

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

SECTION 5.03. ...(a) The Company covenants and agrees to file with the Trustee,
within 30 days after the Company is required to file the same with the
Commission, a copy of the annual reports and of the information, documents and
other reports (or a copy 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 Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and, unless the Commission shall not accept such
information, documents or reports, the Commission, in accordance with the 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 Exchange Act, in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

(b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the 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 provided
for in this Indenture as may be required from time to time by such rules and
regulations.

(c) The Company covenants and agrees to transmit by mail, first class postage
prepaid, or reputable over-night delivery service which provides for evidence of
receipt, to the Securityholders, as their names and addresses appear upon the
Security Register, within 30 days after the filing thereof with the Trustee,
such summaries of any information, documents and reports required to be filed by
the Company pursuant to subsections (a) and (b) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.

(d) The Company covenants and agrees to furnish to the Trustee, on or before May
15 in each calendar year in which any of the Securities are outstanding, or on
or before such other day in each calendar year as the Company and the Trustee
may from time to time agree upon, a Certificate as to compliance with all
conditions and covenants under this Indenture. For purposes of this subsection
(d), such compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture.

(e) Delivery of such information, documents or reports to the Trustee pursuant
to Section 5.03(a) or 5.03(b) is for informational purposes only and the
Trustee's receipt thereof shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including, in the case of Section 5.03(b), the Company's compliance
with any of the covenants hereunder.

SECTION 5.04. ...(a) On or before July 15 in each year in which any of the
Securities are outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Securityholders, as their names and addresses appear
upon the Security Register, a brief report dated as of the preceding May 15,
with respect to any of the following events which may have occurred within the
previous twelve months (but if no such event has occurred within such period no
report need be transmitted):

(1)      any change to its eligibility under Section 7.09, and its
         qualifications  under Section  310(b) of the Trust Indenture Act;

(2)      the creation of or any material  change to a  relationship  specified
         in  paragraphs  (1) through (10) of Section 310 of the Trust Indenture
         Act;

(3)      the character and amount of any advances (and if the Trustee elects so
         to state, the circumstances surrounding the making thereof) made by the
         Trustee (as such) which remain unpaid on the date of such report, and
         for the reimbursement of which it claims or may claim a lien or charge,
         prior to that of the Securities, on any property or funds held or
         collected by it as trustee if such advances so remaining unpaid
         aggregate more than 1/2 of 1% of the principal amount of the Securities
         outstanding on the date of such report;

(4)      any change to the amount, interest rate, and maturity date of all other
         indebtedness owing by the Company, or by any other obligor on the
         Securities, to the Trustee in its individual capacity, on the date of
         such report, with a brief description of any property held as
         collateral security therefor, except any indebtedness based upon a
         creditor relationship arising in any manner described in paragraphs
         (2), (3), (4) or (6) of Section 311(b) of the Trust Indenture Act;

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

(6)      any release, or release and substitution, of property subject to the
         lien, if any, of this Indenture (and the consideration thereof, if any)
         which it has not previously reported;

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

(8)      any action taken by the Trustee in the performance of its duties under
         this Indenture which it has not previously reported and which in its
         opinion materially affects the Securities or the Securities of any
         series, except any action in respect of a default, notice of which has
         been or is to be withheld by it in accordance with the provisions of
         Section 6.07.

(b)      The Trustee shall transmit by mail, first class postage prepaid, to the
         Securityholders, as their names and addresses appear upon the Security
         Register, a brief report with respect to the character and amount of
         any advances (and if the Trustee elects so to state, the circumstances
         surrounding the making thereof) made by the Trustee as such since the
         date of the last report transmitted pursuant to the provisions of
         subsection (a) of this Section (or if no such report has yet been so
         transmitted, since the date of execution of this Indenture), for the
         reimbursement of which it claims or may claim a lien or charge prior to
         that of the Securities of any series on property or funds held or
         collected by it as Trustee, and which it has not previously reported
         pursuant to this subsection if such advances remaining unpaid at any
         time aggregate more than 10% of the principal amount of Securities of
         such series outstanding at such time, such report to be transmitted
         within 90 days after such time.

(c)      A copy of each such report shall, at the time of such transmission to
         Securityholders, be filed by the Trustee with the Company, with each
         stock exchange upon which any Securities are listed (if so listed) and
         also with the Commission. The Company agrees to notify the Trustee when
         any Securities become listed on any stock exchange.

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

SECTION 6.01. ...(a) Whenever used herein with respect to Securities of a
particular series, "Event of Default" means any one or more of the following
events which has occurred and is continuing:

(1)      default in the payment of any installment of interest upon any of the
         Securities of that series, as and when the same shall become due and
         payable, and continuance of such default for a period of 30 days;

(2)      default in the payment of the principal of (or premium, if any, on) any
         of the Securities of that series as and when the same shall become due
         and payable whether at maturity, upon redemption, pursuant to any
         sinking fund obligation, by declaration or otherwise, and continuance
         of such default for a period of 3 Business Days;

(3)      failure on the part of the Company duly to observe or perform any other
         of the covenants or agreements on the part of the Company with respect
         to that series contained in such Securities or otherwise established
         with respect to that series of Securities pursuant to Section 2.01
         hereof or contained in this Indenture (other than a covenant or
         agreement which has been expressly included in this Indenture solely
         for the benefit of one or more series of Securities other than such
         series) for a period of 90 days after the date on which written notice
         of such failure, requiring the same to be remedied and stating that
         such notice is a "Notice of Default" hereunder, shall have been given
         to the Company by the Trustee, by registered or certified mail, or to
         the Company and the Trustee by the holders of at least 33% in principal
         amount of the Securities of that series at the time outstanding;

(4)      a decree or order by a court having jurisdiction in the premises shall
         have been entered adjudging the Company as bankrupt or insolvent, or
         approving as properly filed a petition seeking liquidation or
         reorganization of the Company under the Federal Bankruptcy Code or any
         other similar applicable Federal or State law, and such decree or order
         shall have continued unvacated and unstayed for a period of 90
         consecutive days; or an involuntary case shall be commenced under such
         Code in respect of the Company and shall continue undismissed for a
         period of 90 consecutive days or an order for relief in such case shall
         have been entered; or a decree or order of a court having jurisdiction
         in the premises shall have been entered for the appointment on the
         ground of insolvency or bankruptcy of a receiver or custodian or
         liquidator or trustee or assignee in bankruptcy or insolvency of the
         Company or of its property, or for the winding up or liquidation of its
         affairs, and such decree or order shall have remained in force
         unvacated and unstayed for a period of 90 consecutive days;

(5)      the Company shall institute proceedings to be adjudicated a voluntary
         bankrupt, or shall consent to the filing of a bankruptcy proceeding
         against it, or shall file a petition or answer or consent seeking
         liquidation or reorganization under the Federal Bankruptcy Code or any
         other similar applicable Federal or State law, or shall consent to the
         filing of any such petition, or shall consent to the appointment on the
         ground of insolvency or bankruptcy of a receiver or custodian or
         liquidator or trustee or assignee in bankruptcy or insolvency of it or
         of its property, or shall make an assignment for the benefit of
         creditors; or

(6)      the occurrence of any other Event of Default with respect to Securities
         of such series, as contemplated by Section 2.01 hereof.

(b)      The Company shall file with the Trustee written notice of the
         occurrence of any Event of Default within five Business Days of the
         Company's becoming aware of any such Event of Default. In each and
         every such case, unless the principal of all the Securities of that
         series shall have already become due and payable, either the Trustee or
         the holders of not less than 33% in aggregate principal amount of the
         Securities of that series then outstanding hereunder, by notice in
         writing to the Company (and to the Trustee if given by such
         Securityholders), may declare the principal (or, if any of such
         Securities are Discount Securities, such portion of the principal
         amount thereof as may be specified by their terms as contemplated by
         Section 2.01) of all the Securities of that series to be due and
         payable immediately, and upon any such declaration the same shall
         become and shall be immediately due and payable, anything contained in
         this Indenture or in the Securities of that series or established with
         respect to that series pursuant to Section 2.01 hereof to the contrary
         notwithstanding.

(c)      Section 6.01(b), however, is subject to the condition that if, at any
         time after the principal of the Securities of that series shall have
         been so declared due and payable, and before any judgment or decree for
         the payment of the monies due shall have been obtained or entered as
         hereinafter provided, the Company shall pay or shall deposit with the
         Trustee a sum sufficient to pay all matured installments of interest
         upon all the Securities of that series and the principal of (and
         premium, if any, on) any and all Securities of that series which shall
         have become due otherwise than by acceleration (with interest upon such
         principal and premium, if any, and, to the extent that such payment is
         enforceable under applicable law, upon overdue installments of
         interest, at the rate per annum expressed in the Securities of that
         series to the date of such payment or deposit) and the amount payable
         to the Trustee under Section 7.06, and any and all defaults under the
         Indenture, other than the nonpayment of principal on Securities of that
         series which shall not have become due by their terms, shall have been
         remedied or waived as provided in Section 6.06, then and in every such
         case the holders of a majority in aggregate principal amount of the
         Securities of that series then outstanding, by written notice to the
         Company and to the Trustee, may rescind and annul such declaration and
         its consequences with respect to that series of Securities; but no such
         rescission and annulment shall extend to or shall affect any subsequent
         default, or shall impair any right consequent thereon.

(d)      In case the Trustee has been directed by Securityholders and has
         proceeded to enforce any right with respect to Securities of that
         series under this Indenture and such proceedings shall have been
         discontinued or abandoned because of such rescission or annulment or
         for any other reason or shall have been determined adversely to the
         Trustee, then and in every such case the Company and the Trustee shall
         be restored respectively to their former positions and rights
         hereunder, and all rights, remedies and powers of the Company and the
         Trustee shall continue as though no such proceedings had been taken.

SECTION 6.02. ...(a) The Company covenants that in case an Event of Default
described in subsection 6.01(a)(1) or (a)(2) shall have occurred and be
continuing, upon demand of the Trustee, the Company will pay to the Trustee, for
the benefit of the holders of the Securities of that series, the whole amount
that then shall have become due and payable on all such Securities for principal
(and premium, if any) or interest, or both, as the case may be, with interest
upon the overdue principal (and premium, if any) and (to the extent that payment
of such interest is enforceable under applicable law and without duplication of
any other amounts paid by the Company in respect thereof) upon overdue
installments of interest at the rate per annum expressed in the Securities of
that series; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, and the amount payable
to the Trustee under Section 7.06.

(b) In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon the
Securities of that series and collect in the manner provided by law out of the
property of the Company or other obligor upon the Securities of that series
wherever situated the monies adjudged or decreed to be payable.

(c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or other judicial
proceedings affecting the Company, any other obligor on such Securities, or the
creditors or property of either, the Trustee shall have power to intervene in
such proceedings and take any action therein that may be permitted by the court
and shall (except as may be otherwise provided by law) be entitled to file such
proofs of claim and other papers and documents as may be necessary or advisable
in order to have the claims of the Trustee and of the holders of Securities of
such series allowed for the entire amount due and payable by the Company or such
other obligor under this Indenture at the date of institution of such
proceedings and for any additional amount which may become due and payable by
the Company or such other obligor after such date, and to collect and receive
any monies or other property payable or deliverable on any such claim, and to
distribute the same after the deduction of the amount payable to the Trustee
under Section 7.06; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the holders of Securities of such
series to make such payments to the Trustee, and, in the event that the Trustee
shall consent to the making of such payments directly to such Securityholders,
to pay to the Trustee any amount due it under Section 7.06.

(d) All rights of action and of asserting claims under this Indenture, or under
any of the terms established with respect to Securities of that series, may be
enforced by the Trustee without the possession of any of such Securities, or the
production thereof at any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under Section 7.06, be
for the ratable benefit of the holders of the Securities of such series.

         In case of an Event of Default hereunder, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in the Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

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

SECTION 6.03. ...Any monies collected by the Trustee pursuant to Section 6.02
with respect to a particular series of Securities shall be applied in the order
following, at the date or dates fixed by the Trustee and, in case of the
distribution of such monies on account of principal (or premium, if any) or
interest, upon presentation of the several Securities of that series, and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:

                  FIRST:   To the payment of costs and expenses of collection
         and of all amounts payable to the Trustee under Section 7.06;

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

                  THIRD:   To the Company.

SECTION 6.04. ...No holder of any Security of any series shall have any right by
virtue or by availing of any provision of this Indenture to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to Securities of such series specifying such Event of Default, as
hereinbefore provided, and unless also the holders of not less than 33% in
aggregate principal amount of the Securities of such series then outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding; it being understood and
intended, and being expressly covenanted by the taker and holder of every
Security of such series with every other such taker and holder and the Trustee,
that no one or more holders of Securities of such series shall have any right in
any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of
all holders of Securities of such series. For the protection and enforcement of
the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

         Notwithstanding any other provisions of this Indenture, however, the
right of any holder of any Security to receive payment of the principal of (and
premium, if any) and interest on such Security, as therein provided, on or after
the respective due dates expressed in such Security (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement of
any such payment on or after such respective dates or redemption date, shall not
be impaired or affected without the consent of such holder.

SECTION 6.05. ...(a) All powers and remedies given by this Article to the
Trustee or to the Securityholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any others thereof or of any other powers
and remedies available to the Trustee or the holders of the Securities, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture or otherwise
established with respect to such Securities.

(b) No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or to the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.

SECTION 6.06. ...The holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding, determined in accordance with
Section 8.04, 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 such series;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture or unduly prejudicial to the rights of holders of
Securities of any other series at the time outstanding determined in accordance
with Section 8.04 not parties thereto. Subject to the provisions of Section
7.01, 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 might involve the Trustee in
personal liability. The holders of a majority in aggregate principal amount of
the Securities of any series at the time outstanding affected thereby,
determined in accordance with Section 8.04, may on behalf of the holders of all
of the Securities of such series waive any past default in the performance of
any of the covenants contained herein or established pursuant to Section 2.01
with respect to such series and its consequences, except a default in the
payment of the principal of, or premium, if any, or interest on, any of the
Securities of that series as and when the same shall become due by the terms of
such Securities otherwise than by acceleration (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and
principal otherwise than by acceleration and any premium has been deposited with
the Trustee (in accordance with Section 6.01(c))) or a call for redemption of
Securities of that series. Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this Indenture and the Company,
the Trustee and the holders of the Securities of such series shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon.

SECTION 6.07. ...The Trustee shall, within 90 days after the occurrence of a
default with respect to a particular series, transmit by mail, first class
postage prepaid, to the holders of Securities of that series, as their names and
addresses appear upon the Security Register, notice of all defaults with respect
to that series known to the Trustee, unless such defaults shall have been cured
or waived before the giving of such notice (the term "defaults" for the purposes
of this Section being hereby defined to be the events specified in subsections
(1), (2), (3), (4), (5), (6) and (7) of Section 6.01(a), not including any
periods of grace provided for therein and irrespective of the giving of notice
provided for by subsection (4) of Section 6.01(a)); provided, that, except in
the case of default in the payment of the principal of (or premium, if any) or
interest on any of the Securities of that series or in the payment of any
sinking or analogous fund installment established with respect to that series,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
and/or Responsible Officers, of the Trustee in good faith determine that the
withholding of such notice is in the interests of the holders of Securities of
that series; provided further, that in the case of any default of the character
specified in Section 6.01(a)(4) with respect to Securities of such series no
such notice to the holders of the Securities of that series shall be given until
at least 30 days after the occurrence thereof.

         The Trustee shall not be deemed to have knowledge of any default,
except (i) a default under subsection (a)(1), (a)(2) or (a)(3) of Section 6.01
as long as the Trustee is acting as paying agent for such series of Securities
or (ii) any default as to which the Trustee shall have received written notice
or a Responsible Officer charged with the administration of this Indenture shall
have obtained written notice.

SECTION 6.08. ...All parties to this Indenture agree, and each holder of any
Securities by his or her 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 an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.

                                 ARTICLE SEVEN
                             CONCERNING THE TRUSTEE

SECTION 7.01. ...(a) The Trustee, prior to the occurrence of an Event of Default
with respect to Securities of a series and after the curing of all Events of
Default with respect to Securities of that series which may have occurred, shall
undertake to perform with respect to Securities of such series such duties and
only such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee.
In case an Event of Default with respect to Securities of a series has occurred
(which has not been cured or waived), the Trustee shall exercise with respect to
Securities of that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

(b)      No provision of this Indenture shall be construed to relieve the
         Trustee from liability for its own negligent action, its own negligent
         failure to act, or its own willful misconduct, except that:

(1)      prior to the occurrence of an Event of Default with respect to
         Securities of a series and after the curing or waiving of all such
         Events of Default with respect to that series which may have occurred:

(i)      the duties and obligations of the Trustee shall with respect to
         Securities of such series be determined solely by the express
         provisions of this Indenture, and the Trustee shall not be liable with
         respect to Securities of such series except for the performance of such
         duties and obligations as are specifically set forth in this Indenture,
         and no implied covenants or obligations shall be read into this
         Indenture against the Trustee; and

(ii)      in the  absence of bad faith on the part of the  Trustee,  the Trustee
          may with respect to Securities of such series conclusively rely, as to
          the  truth  of the  statements  and the  correctness  of the  opinions
          expressed therein,  upon any certificates or opinions furnished to the
          Trustee and conforming to the  requirements of this Indenture;  but in
          the case of any such  certificates  or opinions which by any provision
          hereof are specifically  required to be furnished to the Trustee,  the
          Trustee shall be under a duty to examine the same to determine whether
          or not they conform to the  requirements  of this  Indenture (but need
          not confirm or investigate the accuracy of  mathematical  calculations
          or other facts stated therein);

(2)      the Trustee shall not be liable for any error of judgment made in good
         faith by a Responsible Officer or Responsible Officers of the Trustee,
         unless it shall be proved that the Trustee was negligent in
         ascertaining the pertinent facts;

(3)      the Trustee shall not be liable with respect to any action taken or
         omitted to be taken by it in good faith in accordance with the
         direction of the holders of not less than a majority in principal
         amount of the Securities of any series at the time outstanding relating
         to the time, method and place of conducting any proceeding for any
         remedy available to the Trustee, or exercising any trust or power
         conferred upon the Trustee under this Indenture with respect to the
         Securities of that series; and

(4)      none of the provisions contained in this Indenture shall require the
         Trustee to expend or risk its own funds or otherwise incur or risk
         personal financial liability in the performance of any of its duties or
         in the exercise of any of its rights or powers, if the Trustee
         reasonably believes that the repayment of such funds or liability is
         not reasonably assured to it under the terms of this Indenture or
         adequate indemnity against such risk is not reasonably assured to it.

(c)      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, or any other capacity the Trustee
         may serve hereunder, shall be subject to the provisions of this Section
         7.01.

SECTION 7.02. ...Except as otherwise provided in Section 7.01:

(a) The Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, demand, approval,
bond, security or other paper or document believed by it (i) to be genuine and
(ii) to have been signed or presented by the proper party or parties;

(b) Any request, direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by a Board Resolution or an Officers'
Certificate (unless other evidence in respect thereof is specifically prescribed
herein);

(c) 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 or suffered or omitted hereunder in
good faith and in reliance thereon;

(d) The Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request, order or direction of any
of the Securityholders, pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which may be
incurred therein or thereby; nothing herein contained shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of Default with
respect to a series of the Securities (which has not been cured or waived) to
exercise with respect to Securities of that series such of the rights and powers
vested in it by this Indenture, and to use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs;

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

(f) The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, direction, order, demand, approval, bond,
security, or other papers or documents, unless requested in writing so to do by
the holders of not less than a majority in principal amount of the outstanding
Securities of the particular series affected thereby (determined as provided in
Section 8.04); provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against such costs,
expenses or liabilities as a condition precedent to so proceeding. The
reasonable expense of every such examination shall be paid by the Company or, if
paid by the Trustee, shall be repaid by the Company upon demand. Notwithstanding
the foregoing, the Trustee, in its direction, may make such further inquiry or
investigation into such facts or matters as it may see fit. In making any
investigation required or authorized by this subparagraph, the Trustee shall be
entitled to examine books, records and premises of the Company, personally or by
agent or attorney;

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

(h) The permissive right of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty.

SECTION 7.03. ...(a) The recitals contained herein and in the Securities (other
than the Certificate of Authentication on the Securities) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.

(b) The Trustee makes no representations as to the validity or sufficiency of
this Indenture or of the Securities.

(c) The Trustee shall not be accountable for the use or application by the
Company of any of the Securities or of the proceeds of such Securities, or for
the use or application of any monies paid over by the Trustee in accordance with
any provision of this Indenture or established pursuant to Section 2.01, or for
the use or application of any monies received by any paying agent other than the
Trustee.

SECTION 7.04. ...The Trustee or any paying agent or Security Registrar, in its
individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not Trustee, paying agent or
Security Registrar.

SECTION 7.05. ...Subject to the provisions of Section 11.04, all monies received
by the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any monies received by it hereunder except such as it
may agree in writing with the Company to pay thereon.

SECTION 7.06. ...(a) The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and the
Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the reasonable expenses and disbursements of its
counsel and agents and of all persons not regularly in its employ) except any
such expense, disbursement or advance as may arise from its negligence, willful
misconduct or bad faith. The Company also covenants to indemnify the Trustee
(and its officers, agents, directors and employees) for, and to hold it harmless
against, any loss, liability or expense incurred without negligence, willful
misconduct or bad faith on the part of the Trustee and arising out of or in
connection with the acceptance or administration of this trust, including the
reasonable costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder.

(b) The obligations of the Company under this Section to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities.

(c) Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default, the expenses (including reasonable charges
and expenses of its counsel) and compensation for its services are intended to
constitute expenses of administration under applicable federal or state
bankruptcy, insolvency or similar law.

(d) The provisions of this Section 7.06 shall survive the satisfaction and
discharge of this Indenture or the appointment of a successor trustee.

SECTION 7.07. ...Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee and
such certificate, in the absence of bad faith on the part of the Trustee, shall
be full warrant to the Trustee for any action taken, suffered or omitted to be
taken by it under the provisions of this Indenture upon the faith thereof.

SECTION 7.08. ...If the Trustee has acquired or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.

SECTION 7.09. ...There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all times be a corporation organized
and doing business under the laws of the United States of America or any State
or Territory thereof or of the District of Columbia, or a corporation or other
person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least 50 million dollars, and subject to supervision or examination by Federal,
State, Territorial, or District of Columbia authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The Company may not, nor may any person
directly or indirectly controlling, controlled by, or under common control with
the Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 7.10.

SECTION 7.10. ...(a) The Trustee or any successor hereafter appointed, may at
any time resign with respect to the Securities of one or more series by giving
written notice thereof to the Company and by transmitting notice of resignation
by mail, first class postage prepaid, to the Securityholders of such series, as
their names and addresses appear upon the Security Register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee with respect to Securities of such series, or any
Securityholder of that series who has been a bona fide holder of a Security or
Securities for at least six months may, subject to the provisions of Section
6.08, on behalf of himself and all others similarly situated, petition any such
court for the appointment of a successor trustee. Such court may thereupon after
such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

(b)      In case at any time any of the following shall occur:

(1)      the Trustee shall fail to comply with the provisions of Section 7.08
         after written request therefor by the Company or by any Securityholder
         who has been a bona fide holder of a Security or Securities for at
         least six months; or

(2)      The Trustee shall cease to be eligible in accordance with the
         provisions of Section 7.09 and shall fail to resign after written
         request therefor by the Company or by any such Securityholder; or

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

then, in any such case, the Company may remove the Trustee with respect to all
Securities and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
or, subject to the provisions of Section 6.08, unless, with respect to
subsection (b)(1) above, the Trustee's duty to resign is stayed as provided in
Section 310(b) of the Trust Indenture Act, any Securityholder who has been a
bona fide holder of a Security or Securities for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c) The holders of a majority in aggregate principal amount of the Securities of
any series at the time outstanding may at any time remove the Trustee with
respect to such series and appoint a successor trustee.

(d) Any resignation or removal of the Trustee and appointment of a successor
trustee with respect to the Securities of a series pursuant to any of the
provisions of this Section shall become effective upon acceptance of appointment
by the successor trustee as provided in Section 7.11.

(e) Any successor trustee appointed pursuant to this Section may be appointed
with respect to the Securities of one or more series or all of such series, and
at any time there shall be only one Trustee with respect to the Securities of
any particular series.

SECTION 7.11. ...(a) In case of the appointment hereunder of a successor trustee
with respect to all Securities, every such successor trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor trustee all the rights, powers, and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor trustee all property
and money held by such retiring Trustee hereunder, subject to any prior lien
provided for in Section 7.06(b).

(b) In case of the appointment hereunder of a successor trustee with respect to
the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor trustee relates, (2) 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 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 with respect to the Securities of that or those series to
which the appointment of such successor trustee relates 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, and each
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor trustee relates; but, on request of the Company or
any successor trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor trustee, 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.

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

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

(e) Upon acceptance of appointment by a successor trustee as provided in this
Section, the Company shall transmit notice of the succession of such trustee
hereunder by mail, first class postage prepaid, to the Securityholders, as their
names and addresses appear upon the Security Register. If the Company fails to
transmit such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

SECTION 7.12. ...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, provided such corporation shall be qualified under the provisions of
the Trust Indenture Act and eligible under the provisions of Section 7.09,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. In
case 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 7.13. ...If and when the Trustee shall 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 collection of claims against the
Company (or any other obligor upon the Securities).

                                 ARTICLE EIGHT
                         CONCERNING THE SECURITYHOLDERS

SECTION 8.01. ...Whenever in this Indenture it is provided that the holders of a
majority or specified percentage in aggregate principal amount of the Securities
of a particular series may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking of any
other action), the fact that at the time of taking any such action the holders
of such majority or specified percentage of that series have joined therein may
be evidenced by any instrument or any number of instruments of similar tenor
executed by such holders of Securities of that series in person or by agent or
proxy appointed in writing.

         If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the outstanding Securities of that series
shall be computed as of the record date; provided that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

         In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction,
consent or waiver under this Indenture, the principal amount of a Discount
Security that shall be deemed to be outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.01.

SECTION 8.02. ...Subject to the provisions of Section 7.01, proof of the
execution of any instrument by a Securityholder (such proof will not require
notarization) or his agent or proxy and proof of the holding by any person of
any of the Securities shall be sufficient if made in the following manner:

(a) The fact and date of the execution by any such person of any instrument may
be proved in any reasonable manner acceptable to the Trustee.

(b) The ownership of Securities shall be proved by the Security Register of such
Securities or by a certificate of the Security Registrar thereof.

(c) The Trustee may require such additional proof of any matter referred to in
this Section as it shall deem necessary.

SECTION 8.03. ...Prior to the due presentment for registration of transfer of
any Security, the Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the person in whose name such Security shall be
registered upon the books of the Company as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notice of
ownership or writing thereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal of and
premium, if any, and (subject to Section 2.03) interest on such Security and for
all other purposes; and neither the Company nor the Trustee nor any paying agent
nor any Security Registrar shall be affected by any notice to the contrary.

SECTION 8.04. ...In determining whether the holders of the requisite aggregate
principal amount of Securities of a particular series have concurred in any
direction, consent or waiver under this Indenture, Securities of that series
which are owned by the Company or any other obligor on the Securities of that
series or by any person directly or indirectly controlling or controlled by or
under common control with the Company or any other obligor on the Securities of
that series shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Securities of such series which the Trustee actually knows are
so owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section, if
the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not a
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.

SECTION 8.05. ...At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the holders
of the majority or percentage in aggregate principal amount of the Securities of
a particular series specified in this Indenture in connection with such action,
any holder of a Security of that series which is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 9.01. ...In addition to any supplemental indenture otherwise authorized
by this Indenture, the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect), without the consent of the
Securityholders, for one or more of the following purposes:

(a) 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 or otherwise established with respect to the Securities; or

(b) to add to the covenants of the Company such further covenants, restrictions,
conditions or provisions for the protection of the holders of the Securities of
all or any series, and to make the occurrence, or the occurrence and
continuance, of a default in any of such additional covenants, restrictions,
conditions or provisions a default or an Event of Default with respect to such
series permitting the enforcement of all or any of the several remedies provided
in this Indenture as herein set forth; provided, however, that in respect of any
such additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate enforcement upon such default or may limit the
remedies available to the Trustee upon such default or may limit the right of
the holders of a majority in aggregate principal amount of the Securities of
such series to waive such default; or

(c) to cure any ambiguity or to correct or supplement any provision contained
herein or in any supplemental indenture which may be defective or inconsistent
with any other provision contained herein or in any supplemental indenture, or
to make such other provisions in regard to matters or questions arising under
this Indenture as shall not be inconsistent with the provisions of this
Indenture and shall not adversely affect the interests of the holders of the
Securities of any series; or

(d) to change or eliminate any of the provisions of this Indenture or to add any
new provision to this Indenture; provided, however, that such change,
elimination or addition shall become effective only when there is no Security
outstanding of any series created prior to the execution of such supplemental
indenture that is entitled to the benefit of such provisions; or

(e) to establish the form or terms of Securities of any series as permitted by
Section 2.01; or

(f) to add any additional Events of Default with respect to all or any series of
outstanding Securities; or

(g) to provide collateral security for the Securities; or

(h) to provide for the authentication and delivery of bearer securities and
coupons appertaining thereto representing interest, if any, thereon and for the
procedures for the registration, exchange and replacement thereof and for the
giving of notice to, and the solicitation of the vote or consent of, the holders
thereof, and for any other matters incidental thereto; or

(i) to evidence and provide for the acceptance of appointment hereunder by a
separate or 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 Article
Seven; or

(j) to change any place or places where (1) the principal of and premium, if
any, and interest, if any, on all or any series of Securities shall be payable,
(2) all or any series of Securities may be surrendered for registration of
transfer, (3) all or any series of Securities may be surrendered for exchange
and (4) notices and demands to or upon the Company in respect of all or any
series of Securities and this Indenture may be served; provided, however, that
any such place shall be located in New York, New York or be the principal office
of the Company; or

(k) to provide for the payment by the Company of additional amounts in respect
of certain taxes imposed on certain holders and for the treatment of such
additional amounts as interest and for all matters incidental thereto; or

(l) to provide for the issuance of Securities denominated in a currency other
than Dollars or in a composite currency and for all matters incidental thereto.

         Without limiting the generality of the foregoing, if the Trust
Indenture Act as in effect at the date of the execution and delivery of this
Indenture or at any time thereafter shall be amended and

                  (x) if any such amendment shall require one or more changes to
         any provisions hereof or the inclusion herein of any additional
         provisions, or shall by operation of law be deemed to effect such
         changes or incorporate such provisions by reference or otherwise, this
         Indenture shall be deemed to have been amended so as to conform to such
         amendment to the Trust Indenture Act, and the Company and the Trustee
         may, without the consent of any Securityholders, enter into a
         supplemental indenture hereto to effect or evidence such changes or
         additional provisions; or

                  (y) if any such amendment shall permit one or more changes to,
         or the elimination of, any provisions hereof which, at the date of the
         execution and delivery hereof or at any time thereafter, are required
         by the Trust Indenture Act to be contained herein, this Indenture shall
         be deemed to have been amended to effect such changes or elimination,
         and the Company and the Trustee may, without the consent of any
         Securityholders, enter into a supplemental indenture hereto to effect
         such changes or elimination; or

                  (z) if, by reason of any such amendment, one or more
         provisions which, at the date of the execution and delivery hereof or
         at any time thereafter, are required by the Trust Indenture Act to be
         contained herein shall be deemed to be incorporated herein by reference
         or otherwise, or otherwise made applicable hereto, and shall no longer
         be required to be contained herein, the Company and the Trustee may,
         without the consent of any Securityholders, enter into a supplemental
         indenture hereto to effect the elimination of such provisions.

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

         Any supplemental indenture authorized by the provisions of this Section
may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 9.02.

SECTION 9.02. ...With the consent (evidenced as provided in Section 8.01) of the
holders of not less than a majority in aggregate principal amount of the
Securities of each series affected by such supplemental indenture or indentures
at the time outstanding, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner the
rights of the holders of the Securities of such series under this Indenture;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Securities of any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof, or reduce the amount
of the principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.01,
without the consent of the holders of each Security then outstanding and
affected, (ii) reduce the aforesaid percentage of Securities, the holders of
which are required to consent to any such supplemental indenture, or reduce the
percentage of Securities, the holders of which are required to waive any default
and its consequences, without the consent of the holder of each Security then
outstanding and affected thereby, or (iii) modify any provision of Section
6.01(c) (except to increase the percentage of principal amount of securities
required to rescind and annul any declaration of amounts due and payable under
the Securities) without the consent of the holders of each Security then
outstanding and affected thereby.

         Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

         A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Securities, or that modifies the
rights of 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 the consent of the Securityholders of any
series affected thereby under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

SECTION 9.03. ...Upon the execution of any supplemental indenture pursuant to
the provisions of this Article or of Section 10.01, this Indenture shall, with
respect to such series, be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities of the series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

SECTION 9.04. ...Securities of any series, affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article, Article Two or Article Seven or of
Section 10.01, may bear a notation in form approved by the Company, provided
such form meets the requirements of any exchange upon which such series may be
listed, as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of that series so modified as to
conform, in the opinion of the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of that series then outstanding.

SECTION 9.05. ...The Trustee, subject to the provisions of Section 7.01, shall
be entitled to receive, and shall be fully protected in relying upon, an Opinion
of Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article is authorized or permitted by, and conforms to, the
terms of this Article and that it is proper for the Trustee under the provisions
of this Article to join in the execution thereof.

                                  ARTICLE TEN
                         CONSOLIDATION, MERGER AND SALE

SECTION 10.01. ..Unless a Company Order or supplemental indenture establishing a
series of Securities provides otherwise, nothing contained in this Indenture or
in any of the Securities shall prevent any consolidation or merger of the
Company with or into any other corporation or corporations (whether or not
affiliated with the Company), or successive consolidations or mergers in which
the Company or its successor or successors shall be a party or parties, or shall
prevent any sale, conveyance, transfer or other disposition of all or
substantially all of the property of the Company or its successor or successors
as an entirety, or substantially as an entirety, to any other corporation
(whether or not affiliated with the Company or its successor or successors)
authorized to acquire and operate the same; provided, however, the Company
hereby covenants and agrees that, upon any such consolidation, merger, sale,
conveyance, transfer or other disposition, the due and punctual payment of the
principal of (premium, if any) and interest on all of the Securities of all
series in accordance with the terms of each series, according to their tenor,
and the due and punctual performance and observance of all the covenants and
conditions of this Indenture with respect to each series or established with
respect to such series pursuant to Section 2.01 to be kept or performed by the
Company, shall be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act as then in effect)
satisfactory in form to the Trustee executed and delivered to the Trustee by the
entity formed by such consolidation, or into which the Company shall have been
merged, or by the entity which shall have acquired such property.

SECTION 10.02. ..Unless a Company Order or supplemental indenture establishing a
series of Securities provides otherwise:

     (a) In case of any such consolidation,  merger, sale, conveyance,  transfer
or other  disposition and upon the assumption by the successor  corporation,  by
supplemental  indenture,  executed and delivered to the Trustee and satisfactory
in form to the Trustee,  of the due and punctual payment of the principal of and
premium, if any, and interest on all of the Securities of all series outstanding
and the due and punctual  performance  of all of the covenants and conditions of
this  Indenture or  established  with  respect to each series of the  Securities
pursuant to Section  2.01 to be kept or performed by the Company with respect to
each series, such successor  corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein as the party of
the first part, and thereupon  (provided,  that in the case of a lease, the term
of the  lease is at  least as long as the  longest  maturity  of any  Securities
outstanding at such time) the predecessor  corporation  shall be relieved of all
obligations  and  covenants  under  this  Indenture  and  the  Securities.  Such
successor  corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company or any other  predecessor  obligor on
the  Securities,   any  or  all  of  the  Securities  issuable  hereunder  which
theretofore  shall not have been  signed by the  Company  and  delivered  to the
Trustee; and, upon the order of such successor company,  instead of the Company,
and  subject to all the terms,  conditions  and  limitations  in this  Indenture
prescribed,  the Trustee shall  authenticate  and shall  deliver any  Securities
which  previously  shall have been signed and  delivered  by the officers of the
predecessor Company to the Trustee for authentication,  and any Securities which
such successor corporation  thereafter shall cause to be signed and delivered to
the Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and  benefit  under this  Indenture  as the  Securities
theretofore or thereafter  issued in accordance with the terms of this Indenture
as though all of such  Securities  had been issued at the date of the  execution
hereof.

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

     (c) Nothing  contained in this Indenture or in any of the Securities  shall
prevent  the  Company  from  merging  into  itself or  acquiring  by purchase or
otherwise all or any part of the property of any other  corporation  (whether or
not affiliated with the Company).

SECTION 10.03. ..The Trustee, subject to the provisions of Section 7.01, may
receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance, transfer or other disposition, and any
such assumption, comply with the provisions of this Article.

                                 ARTICLE ELEVEN
            DEFEASANCE AND CONDITIONS TO DEFEASANCE; UNCLAIMED MONIES

SECTION 11.01. ..Securities of a series may be defeased in accordance with their
terms and, unless the Company Order or supplemental indenture establishing the
series otherwise provides, in accordance with this Article.

         The Company at any time may terminate as to a series all of its
obligations for such series under this Indenture ("legal defeasance option").
The Company at any time may terminate as to a series its obligations, if any,
under any restrictive covenant which may be applicable to a particular series
("covenant defeasance option"). However, in the case of the legal defeasance
option, the Company's obligations in Sections 2.05, 2.07, 4.02, 7.06, 7.10 and
11.04 shall survive until the Securities of the series are no longer
outstanding; thereafter the Company's obligations in Sections 7.06, 7.10 and
11.04 shall survive.

         The Company may exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option. If the Company exercises
its legal defeasance option, a series may not be accelerated because of an Event
of Default. If the Company exercises its covenant defeasance option, a series
may not be accelerated by reference to any restrictive covenant which may be
applicable to a particular series so defeased under the terms of the series.

         The Trustee, upon request of and at the cost and expense of the
Company, shall, subject to compliance with Section 13.06, acknowledge in writing
the discharge of those obligations that the Company terminates.

         The Company may exercise as to a series its legal defeasance option or
its covenant defeasance option if:

(1)      The Company irrevocably deposits in trust with the Trustee or another
         trustee (x) money in an amount which shall be sufficient; or (y)
         Eligible Obligations the principal of and the interest on which when
         due, without regard to reinvestment thereof, will provide moneys,
         which, together with the money, if any, deposited or held by the
         Trustee or such other trustee, shall be sufficient; or (z) a
         combination of money and Eligible Obligations which shall be
         sufficient, to pay the principal of and premium, if any, and interest,
         if any, due and to become due on such Securities on or prior to
         maturity;

(2)      the Company delivers to the Trustee a Certificate to the effect that
         the requirements set forth in clause (1) above have been satisfied;

(3)      immediately after the deposit no Default exists; and

(4)      the Company delivers to the Trustee an Opinion of Counsel to the effect
         that holders of the series will not recognize income, gain or loss for
         Federal income tax purposes as a result of the defeasance but will
         realize income, gain or loss on the Securities, including payments of
         interest thereon, in the same amounts and in the same manner and at the
         same time as would have been the case if such defeasance had not
         occurred and which, in the case of legal defeasance, shall be (x)
         accompanied by a ruling of the Internal Revenue Service issued to the
         Company or (y) based on a change in law or regulation occurring after
         the date hereof; and

(5)      the deposit specified in paragraph (1) above shall not result in the
         Company, the Trustee or the trust created in connection with such
         defeasance being deemed an "investment company" under the Investment
         Company Act of 1940, as amended.

         In the event the Company exercises its option to effect a covenant
defeasance with respect to the Securities of any series as described above and
the Securities of that series are thereafter declared due and payable because of
the occurrence of any Event of Default other than the Event of Default caused by
failing to comply with the covenants which are defeased, the amount of money and
securities on deposit with the Trustee may not be sufficient to pay amounts due
on the Securities of that series at the time of the acceleration resulting from
such Event of Default. However, the Company shall remain liable for such
payments.

SECTION 11.02. ..All monies or Eligible Obligations deposited with the Trustee
pursuant to Section 11.01 shall be held in trust and shall be available for
payment as due, either directly or through any paying agent (including the
Company acting as its own paying agent), to the holders of the particular series
of Securities for the payment or redemption of which such monies or Eligible
Obligations have been deposited with the Trustee.

SECTION 11.03. ..In connection with the satisfaction and discharge of this
Indenture all monies or Eligible Obligations then held by any paying agent under
the provisions of this Indenture shall, upon demand of the Company, be paid to
the Trustee and thereupon such paying agent shall be released from all further
liability with respect to such monies or Eligible Obligations.

SECTION 11.04. ..Any monies or Eligible Obligations deposited with any paying
agent or the Trustee, or then held by the Company, in trust for payment of
principal of or premium or interest on the Securities of a particular series
that are not applied but remain unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of (and premium, if
any) or interest on such Securities shall have respectively become due and
payable, upon the written request of the Company and unless otherwise required
by mandatory provisions of applicable escheat or abandoned or unclaimed property
law, shall be repaid to the Company on May 31 of each year or (if then held by
the Company) shall be discharged from such trust; and thereupon the paying agent
and the Trustee shall be released from all further liability with respect to
such monies or Eligible Obligations, and the holder of any of the Securities
entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof.

SECTION 11.05. ..In connection with any satisfaction and discharge of this
Indenture pursuant to this Article Eleven, the Company shall deliver to the
Trustee an Officers' Certificate and an Opinion of Counsel to the effect that
all conditions precedent in this Indenture provided for relating to such
satisfaction and discharge have been complied with.

                                 ARTICLE TWELVE
                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

SECTION 12.01. ..No recourse under or upon any obligation, covenant or agreement
of this Indenture, or of any Security, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or 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 this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors as such, of
the Company or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issuance of such Securities.

                                ARTICLE THIRTEEN
                            MISCELLANEOUS PROVISIONS

SECTION 13.01. ..All the covenants, stipulations, promises and agreements in
this Indenture contained by or on behalf of the Company shall bind its
successors and assigns, whether so expressed or not.

SECTION 13.02. ..Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.

SECTION 13.03. ..The Company by instrument in writing executed by authority of
two-thirds of its Board of Directors and delivered to the Trustee may surrender
any of the powers reserved to the Company under this Indenture and thereupon
such power so surrendered shall terminate both as to the Company and as to any
successor corporation.

SECTION 13.04. ..Except as otherwise expressly provided herein any notice or
demand which by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the holders of Securities to or on the
Company may be given or served by being deposited first class postage prepaid in
a post office letter box addressed (until another address is filed in writing by
the Company with the Trustee), as follows: Ohio Power Company, 1 Riverside
Plaza, Columbus, Ohio 43215, Attention: Treasurer. Any notice, election, request
or demand by the Company or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee.

SECTION 13.05. ..This Indenture and each Security shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State.

SECTION 13.06. .. (a) Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

(b) Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant in this
Indenture (other than the certificate provided pursuant to Section 5.03(d) of
this Indenture) shall include (1) a statement that the person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such person, he or she has made
such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

SECTION 13.07. ..Except as provided pursuant to Section 2.01 pursuant to a
Company Order, or established in one or more indentures supplemental to this
Indenture, in any case where the date of maturity of principal or an Interest
Payment Date of any Security or the date of redemption, purchase or repayment of
any Security shall not be a Business Day then payment of interest or principal
(and premium, if any) may be made on the next succeeding Business Day with the
same force and effect as if made on the nominal date of maturity or redemption,
and no interest shall accrue for the period after such nominal date.

SECTION 13.08. ..If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by the Trust Indenture
Act, such imposed duties shall control.

SECTION 13.09. ..This Indenture may be executed in any number of counterparts,
each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.

SECTION 13.10. ..In case any one or more of the provisions contained in this
Indenture or in the Securities of any series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

SECTION 13.11. ..The Company will have the right at all times to assign any of
its rights or obligations under the Indenture to a direct or indirect wholly
owned subsidiary of the Company; provided that, in the event of any such
assignment, the Company will remain liable for all such obligations. Subject to
the foregoing, this Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.

SECTION 13.12. ..The Article and Section Headings in this Indenture and the
Table of Contents are for convenience only and shall not affect the construction
hereof.

SECTION 13.13. ..Whenever this Indenture provides for any action by, or the
determination of any rights of, 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 the form of Security of any particular series,
any amount in respect of any Security denominated in a currency other than
Dollars shall be treated for any such action or determination of rights 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 Securities of such
series (if any) for such action or determination of rights (or, if there shall
be no applicable record date, such other date reasonably proximate to the date
of such action or determination of rights) 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.


     Bank One,  N.A., as Trustee,  hereby  accepts the trusts in this  Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

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


                                    COLUMBUS SOUTHERN POWER COMPANY

                                    By /s/ G. S. Chatas
                                       Assistant Treasurer
Attest:

By  /s/ T. G. Berkemeyer
    Assistant Secretary


                                   BANK ONE, N. A., as Trustee


                                   By /s/ Jeffery L. Eubank
                                      Vice President

Attest:

By /s/ David B. Knox
    Trust Officer