<PAGE>

                                                                    Exhibit 4(i)

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


                           MERRILL LYNCH & CO., INC.

                                      TO

                 Manufacturers Hanover Trust Company, Trustee

                      ___________________________________

                            SUPPLEMENTAL INDENTURE

                          Dated as of March 15, 1990

                      ___________________________________

                            Supplement to Indenture

                           Dated as of April 1, 1983

                            Senior Debt Securities


================================================================================
<PAGE>

          SUPPLEMENTAL INDENTURE, dated as of March 15, 1990, between MERRILL
LYNCH & CO., INC., a Delaware corporation, having its principal office at
Merrill Lynch World Headquarters, North Tower, World Financial Center, 250 Vesey
Street, New York, New York 10281-1220 and MANUFACTURERS HANOVER TRUST COMPANY, a
New York corporation, as Trustee under an Indenture hereinafter mentioned,
having its Corporate Trust Office at 450 West 33rd Street, New York, New York.

                                   RECITALS

          The Company has heretofore executed and delivered its Indenture, dated
as of April 1, 1983, as previously supplemented and as previously restated as of
April 1, 1987 (such Indenture as previously supplemented and restated being
herein referred to as the "Original Indenture"), dated as of April 1, 1983, to
the Trustee to provide for the issuance from time to time of its unsecured and
unsubordinated debentures, notes or other evidences of senior indebtedness.

          Section 901 of the Original Indenture provides that the Company, when
authorized by a Board Resolution, and the Trustee may enter into a supplemental
indenture without the consent of any Holders to make any provisions with respect
to matters or questions arising under the Indenture which shall not be
inconsistent with the provisions of the Original Indenture and which shall not
adversely affect the interests of the Holders of Securities of any series in any
material respect.

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

          NOW, THEREFORE, in consideration of the premises and the sum of one
dollar duly paid by the Company to the Trustee, the receipt of which is hereby
acknowledged, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, as follows:

                                  ARTICLE One

                                   AMENDMENT

     .1.  Section 101 of the Indenture is amended by inserting after the
definition of "United States Alien" the following definition:

               "U.S. Depository" or "Depository" means, with respect
          to the Securities of any series issuable or issued in whole
          or in part in the form of one or more global Securities, the
          Person designated as U.S. Depository by the Company pursuant
          to Section 301, which must be a clearing agency registered
          under the Securities Exchange Act of 1934, as amended, and,
          if so provided pursuant to Section 301 with respect to the
          Securities of an series, any successor to such Person. If at
          any time there is more than one such Person, "U.S.
          Depository" shall mean, with respect to any series of

                                       2
<PAGE>

          Securities, the qualifying entity which has been appointed
          with respect to the Securities of that series.

     .2.  Section 104(a) of the Indenture is amended by adding the following
subsection thereto:

               Without limiting the generality of this Section 104,
          unless otherwise established in or pursuant to a Board
          Resolution or set forth or determined in an Officers'
          Certificate, or established in one or more indentures
          supplemental hereto, pursuant to Section 301, a Holder,
          including a U.S. Depository that is a Holder of a global
          Security, may make, give or take, by a proxy, or proxies,
          duly appointed in writing, any request, demand,
          authorization, direction, notice, consent, waiver or other
          action provided in this Indenture to be made, given or taken
          by Holders, and a U.S. Depository that is a Holder of a
          global Security may provide its proxy or proxies to the
          beneficial owners of interests in any such global Security
          through such U.S. Depository's standing instructions and
          customary practices.

               The Trustee shall fix a record date for the purpose of
          determining the Persons who are beneficial owners of
          interests in any permanent global Security held by a U.S.
          Depository entitled under the procedures of such U.S.
          Depository to make, give or take, by a proxy or proxies duly
          appointed in writing, any request, demand, authorization,
          direction, notice, consent, waiver or other action provided
          in this Indenture to be made, given or taken by Holders. If
          such a record date is fixed, the Holders on such record date
          or their duly appointed proxy or proxies, and only such
          Persons, shall be entitled to make, give or take such
          request, demand, authorization, direction, notice, consent,
          waiver or other action, whether or not such Holders remain
          Holders after such record date. No such request, demand,
          authorization, direction, notice, consent, waiver or other
          action shall be valid or effective if made, given or taken
          more than 90 days after such record date.

     .3.  Section 301 of the Indenture is amended by deleting subsection (3)
thereof and substituting in its place the following:

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

                                       3
<PAGE>

          issuable initially in global form and, if so, (i) whether
          beneficial owners of interests in any such global Security
          may exchange such interests for Securities of such series
          and of like tenor of any authorized form and denomination
          and the circumstances under which any such exchanges may
          occur, if other than in the manner specified in Section 305
          and (ii) the name of the depository or the U.S. Depository,
          as the case may be, with respect to any global Security;

     .4.  Section 305 of the Indenture is amended by adding the following
paragraph as the seventh paragraph thereof:

               Notwithstanding the foregoing, except as otherwise
          specified as contemplated by Section 301, any global
          Security shall be exchangeable only if (i) the Securities
          Depository is at any time unwilling or unable to continue as
          Securities Depository and a successor depository is not
          appointed by the Company within 60 days, (ii) the Company
          executes and delivers to the Trustee a Company Order to the
          effect that such global Security shall be so exchangeable,
          or (iii) an Event of Default has occurred and is continuing
          with respect to the Securities. If the beneficial owners of
          interests in a global Security are entitled to exchange such
          interests for Securities of such series and of like tenor
          and principal amount of any authorized form and
          denomination, as specified as contemplated by Section 301,
          then without unnecessary delay but in any event not later
          than the earliest date on which such interests may be so
          exchanged, the Company shall deliver to the Trustee
          definitive Securities of that series in aggregate principal
          amount equal to the principal amount of such global
          Security, executed by the Company. On or after the earliest
          date on which such interests may be so exchanged, such
          global Securities shall be surrendered from time to time by
          the U. S. Depository or such other depository as shall be
          specified in the Company Order with respect thereto, and in
          accordance with instructions given to the Trustee and the
          U.S. Depository or such depository, as the case may be
          (which instructions shall be in writing but need not comply
          with Section 102 or be accompanied by an Opinion of
          Counsel), as shall be specified in the Company Order with
          respect thereto to the Trustee, as the Company's agent for
          such purpose, to be exchanged, in whole or in part, for
          definitive Securities of the same series without charge. The
          Trustee shall authenticate and make available for delivery,
          in exchange for each portion of such surrendered global
          Security, a like aggregate principal amount of definitive
          Securities of the same series of authorized denominations
          and of like tenor as the portion of such global Security to
          be exchanged which (unless

                                       4
<PAGE>

          the Securities of the series are not issuable both as Bearer
          Securities and as Registered Securities, in which case the
          definitive Securities exchanged for the global Security
          shall be issuable only in the form in which the Securities
          are issuable, as specified as contemplated by Section 301)
          shall be in the form of Bearer Securities or Registered
          Securities, or any combination thereof, as shall be
          specified by the beneficial owner thereof; provided,
          however, that no such exchanges may occur during a period
          beginning at the opening of business 15 days before any
          selection of Securities of that series to be redeemed and
          ending on the relevant Redemption Date; and provided,
          further, that (unless otherwise specified as contemplated by
          Section 301) no Bearer Security delivered in exchange for a
          portion of a global Security shall be mailed or otherwise
          delivered to any location in the United States. Promptly
          following any such exchange in part, such global Security
          shall be returned by the Trustee to such depository or the
          U.S. Depository, as the case may be, or such other
          depository or U.S. Depository referred to above in
          accordance with the instructions of the Company referred to
          above. If a Registered Security is issued in exchange for
          any portion of a global Security after the close of business
          at the office or agency where such exchange occurs on (i)
          any Regular Record Date and before the opening of business
          at such office or agency on the relevant Interest Payment
          Date, or (ii) any Special Record Date and before the opening
          of business at such office or agency on the related proposed
          date for payment of interest or Defaulted Interest, as the
          case may be, interest will not be payable on such Interest
          Payment Date or proposed date for payment, as the case may
          be, in respect of such Registered Security, but will be
          payable on such Interest Payment Date or proposed date for
          payment, as the case may be, only to the Person to whom
          interest in respect of such portion of such global Security
          is payable in accordance with the provisions of this
          Indenture.

     .5.  Section 1107 of the Indenture is hereby amended by adding the
following sentence at the end thereof:

               "If a Security in global form is so surrendered, the
          Company shall execute, and the Trustee shall authenticate
          and deliver to the U.S. Depository or other depository for
          such Security in global form as shall be specified in the
          Company Order with respect thereto to the Trustee, without
          service charge, a new Security in global form in a
          denomination equal to and in exchange for the unredeemed
          portion of the principal of the Security in global form so
          surrendered."

                                       5
<PAGE>

                                  ARTICLE Two

                           MISCELLANEOUS PROVISIONS

     .1.  For all purposes of this Supplemental Indenture, except as otherwise
stated herein, terms used in capitalized form in this Supplemental Indenture and
defined in the Original Indenture have the meanings specified in the Original
Indenture.

     .2.  All of the provisions of the Original Indenture with respect to the
rights, duties and immunities of the Trustee shall be applicable in respect
hereof as fully and with like effect as if set forth herein in full.

     .3.  The recitals contained herein shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture.

     .4.  This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the jurisdiction which govern the Original Indenture
and its construction.

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

     .6.  This Supplemental Indenture shall become effective as of the date
first written above with respect to Securities issued on or after the date
hereof.

                                       6
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
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.

                                    MERRILL LYNCH & CO., INC.

[Corporate Seal]

                                   By /s/ Thomas H. Patrick
                                      _____________________________________
                                      Executive Vice President
                                      and Chief Financial Officer

Attest:


/s/ Gregory T. Russo
___________________
Secretary

                                    MANUFACTURERS HANOVER TRUST

                                    COMPANY, as Trustee

[Corporate Seal]

                                   By /s/ F. J. Grippo
                                      _____________________________________
                                      Vice President

Attest:


___________________
Trust Officer

                                       7
<PAGE>

STATE OF NEW YORK   )
                    ) SS.:
COUNTY OF NEW YORK  )

     On the 15th day of March, 1990, before me personally came Thomas H.
Patrick, to me known, who, being by me duly sworn, did depose and say that he is
Executive Vice President and Chief Financial Officer of MERRILL LYNCH & CO.,
INC., one of the corporation described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Executive Committee of the Board of Directors of said corporation, and that
he signed his name thereto by like authority.


                                                     /s/ William R. Massey
                                           _____________________________________
                                                        Notary Public

[NOTARIAL SEAL]

STATE OF NEW YORK   )
                    ) SS.:
COUNTY OF NEW YORK  )

     On the 15th day of March, 1990, before me personally came F. J. Grippo, to
me known, who, being by me duly sworn, did depose and say that he is a Vice
President of MANUFACTURERS HANOVER TRUST COMPANY, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.



                                                     /s/ William R. Massey
                                           _____________________________________
                                                        Notary Public

[NOTARIAL SEAL]

                                       8
<PAGE>

                                                                [CONFORMED COPY]
================================================================================


                           MERRILL LYNCH & CO., INC.



                                      TO



                 Manufacturers Hanover Trust Company, Trustee



                               ----------------
                                   Indenture
                               ----------------



                           Dated as of April 1, 1983
                                      and
                         Restated as of April 1, 1987

                      (Including the Fourth Supplemental
                     Indenture, dated as of April 1, 1987)

                            Senior Debt Securities


================================================================================
<PAGE>

                           MERRILL LYNCH & CO., INC.
        Reconciliation and tie between Trust Indenture Act of 1939 and
     Indenture, dated as of April 1, 1983 and restated as of April 1, 1987

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                Indenture Section
---------------------------                                                -----------------
<S>                                                                        <C>
(S)310(a)(1) .....................................................               609
     (a)(2) ......................................................               609
     (a)(3) ......................................................           Not Applicable
     (a)(4) ......................................................           Not Applicable
     (b) .........................................................           608,610
   (S)311(a) .....................................................               613(a),(c)
     (b) .........................................................               613(b),(c)
     (b)(2) ......................................................               703(a)(2),703(b)
   (S)312(a)......................................................           701,702(a)
     (b) .........................................................               702(b)
     (c) .........................................................               702(c)
   (S)313(a) .....................................................               703(a)
     (b)(1) ......................................................           Not Applicable
     (b)(2) ......................................................               703(b)
     (c) .........................................................               703(c)
     (d) .........................................................               703(d)
   (S)314(a) .....................................................               704
     (b) .........................................................           Not Applicable
     (c)(1) ......................................................               102
     (c)(2) ......................................................               102
     (c)(3) ......................................................           Not Applicable
     (d) .........................................................           Not Applicable
     (e) .........................................................               102
   (S)315(a) .....................................................               601(a)
     (b) .........................................................           602,703(a)(6)
     (c) .........................................................               601(b)
     (d) .........................................................               601(c)
     (d)(1) ......................................................               601(a)(1),(c)(1)
     (d)(2) ......................................................               601(c)(2)
     (d)(3) ......................................................               601(c)(3)
     (e) .........................................................               514
   (S)316(a) .....................................................               101
     (a)(1)(A) ...................................................           502,512
     (a)(1)(B) ...................................................               513
     (a)(2) ......................................................           Not Applicable
     (b) .........................................................               508
   (S)317(a)(1) ..................................................               503
     (a)(2) ......................................................               504
     (b) .........................................................              1003
   (S)318(a) .....................................................               108
</TABLE>

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

                                       2
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
PARTIES..................................................................    1
RECITALS.................................................................    1

                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.   Definitions...............................................    2
               Act.......................................................    2
               Additional Amounts........................................    2
               Affiliate.................................................    3
               Authenticating Agent......................................    3
               Authorized Newspaper......................................    3
               Bearer Security...........................................    3
               Board of Directors........................................    3
               Board Resolution..........................................    3
               Business Day..............................................    3
               Commission................................................    3
               Company...................................................    3
               Company Request and Company Order.........................    4
               Controlled Subsidiary.....................................    4
               Corporate Trust Office....................................    4
               corporation...............................................    4
               coupon....................................................    4
               Defaulted Interest........................................    4
               Dollars...................................................    4
               Event of Default..........................................    4
               Holder....................................................    4
               Indenture.................................................    4
               interest..................................................    4
               Interest Payment Date.....................................    4
               Maturity..................................................    5
               MLPF&S....................................................    5
               Officers' Certificate.....................................    5
               Opinion of Counsel........................................    5
               Original Issue Discount Security..........................    5
               Outstanding...............................................    5
               Paying Agent..............................................    6
               Person....................................................    6
               Place of Payment..........................................    6
               Predecessor Security......................................    6
               Redemption Date...........................................    6
               Redemption Price..........................................    6
               Registered Security.......................................    6
               Regular Record Date.......................................    7
               Responsible Officer.......................................    7
               Security or Securities....................................    7
               Security Register and Security Registrar..................    7
               Special Record Date.......................................    7
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                          <C>
              Stated Maturity..............................................   7
              Subsidiary...................................................   7
              Trustee......................................................   7
              Trust Indenture Act..........................................   7
              United States................................................   8
              United States Alien..........................................   8
              Vice President...............................................   8
              Voting Stock.................................................   8
SECTION 102.  Compliance Certificates and Opinions.........................   8
SECTION 103.  Form of Documents Delivered to Trustee.......................   9
SECTION 104.  Acts of Holders..............................................   9
SECTION 105.  Notices, etc. to Trustee and Company.........................  11
SECTION 106.  Notice to Holders of Securities; Waiver......................  11
SECTION 107.  Language of Notices, etc.....................................  12
SECTION 108.  Conflict with Trust Indenture Act............................  12
SECTION 109.  Effect of Headings and Table of Contents.....................  12
SECTION 110.  Successors and Assigns.......................................  13
SECTION 111.  Separability Clause..........................................  13
SECTION 112.  Benefits of Indenture........................................  13
SECTION 113.  Governing Law................................................  13
SECTION 114.  Legal Holidays...............................................  13

                                  ARTICLE TWO

                                Security Forms

SECTION 201.  Forms Generally..............................................  13
SECTION 202.  Form of Trustee's Certificate of Authentication..............  14

                                 ARTICLE THREE

                                The Securities

SECTION 301.  Amount Unlimited; Issuable in Series.........................  14
SECTION 302.  Denominations................................................  17
SECTION 303.  Execution, Authentication, Delivery and Dating...............  17
SECTION 304.  Temporary Securities.........................................  19
SECTION 305.  Registration, Transfer and Exchange..........................  19
SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.............  21
SECTION 307.  Payment of Interest; Interest Rights Preserved...............  23
SECTION 308.  Persons Deemed Owners........................................  24
SECTION 309.  Cancellation.................................................  25
SECTION 310.  Computation of Interest......................................  25

                                 ARTICLE FOUR

                          Satisfaction and Discharge

SECTION 401.  Satisfaction and Discharge of Indenture......................  25
SECTION 402.  Application of Trust Money...................................  27
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                          <C>
                                 ARTICLE FIVE

                                   Remedies

SECTION 501.  Events of Default............................................  27
SECTION 502.  Acceleration of Maturity; Rescission and Annulment...........  28
SECTION 503.  Collection of Indebtedness and Suits for Enforcement by
              Trustee......................................................  29
SECTION 504.  Trustee May File Proofs of Claim.............................  30
SECTION 505.  Trustee May Enforce Claims Without Possession of Securities
              or Coupons...................................................  31
SECTION 506.  Application of Money Collected...............................  31
SECTION 507.  Limitation on Suits..........................................  31
SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium
              and Interest.................................................  32
SECTION 509.  Restoration of Rights and Remedies...........................  32
SECTION 510.  Rights and Remedies Cumulative...............................  33
SECTION 511.  Delay or Omission Not Waiver.................................  33
SECTION 512.  Control by Holders of Securities.............................  33
SECTION 513.  Waiver of Past Defaults......................................  33
SECTION 514.  Undertaking for Costs........................................  34
SECTION 515.  Waiver of Stay or Extension Laws.............................  34

                                  ARTICLE SIX

                                  The Trustee

SECTION 601.  Certain Duties and Responsibilities..........................  35
SECTION 602.  Notice of Defaults...........................................  36
SECTION 603.  Certain Rights of Trustee....................................  36
SECTION 604.  Not Responsible for Recitals or Issuance of Securities.......  37
SECTION 605.  May Hold Securities..........................................  37
SECTION 606.  Money Held in Trust..........................................  38
SECTION 607.  Compensation and Reimbursement...............................  38
SECTION 608.  Disqualifications; Conflicting Interests.....................  38
SECTION 609.  Corporate Trustee Required; Eligibility......................  43
SECTION 610.  Resignation and Removal; Appointment of Successor............  44
SECTION 611.  Acceptance of Appointment by Successor.......................  45
SECTION 612.  Merger, Conversion, Consolidation or Succession to Business..  46
SECTION 613.  Preferential Collection of Claims Against Company............  47
SECTION 614.  Appointment of Authenticating Agent..........................  50

                                 ARTICLE SEVEN

               Holder's Lists and Reports by Trustee and Company

SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders....  52
SECTION 702.  Preservation of Information; Communications to Holders.......  53
SECTION 703.  Reports by Trustee...........................................  54
SECTION 704.  Reports by Company...........................................  55
</TABLE>



                                      iii

<PAGE>

<TABLE>
<S>                                                                         <C>
                                 ARTICLE EIGHT

               Consolidation, Merger, Sale, Lease or Conveyance

SECTION 801.  Consolidations and Mergers of Company and Sales, Leases and
              Conveyances Permitted Subject to Certain Conditions.........  56
SECTION 802.  Rights and Duties of Successor Corporation..................  57
SECTION 803.  Officers' Certificate and Opinion of Counsel................  57

                                 ARTICLE NINE

                            Supplemental Indentures

SECTION 901.  Supplemental Indentures without Consent of Holders..........  57
SECTION 902.  Supplemental Indentures with Consent of Holders.............  58
SECTION 903.  Execution of Supplemental Indentures........................  60
SECTION 904.  Effect of Supplemental Indentures...........................  60
SECTION 905.  Conformity with Trust Indenture Act.........................  60
SECTION 906.  Reference in Securities to Supplemental Indentures..........  60

                                  ARTICLE TEN

                                   Covenants

SECTION 1001. Payment of Principal, Premium, if any, and Interest.........  60
SECTION 1002. Maintenance of Office or Agency.............................  61
SECTION 1003. Money for Securities Payments to be Held in Trust...........  62
SECTION 1004. Additional Amounts..........................................  63
SECTION 1005. Statement as to Compliance; Notice of Certain Defaults......  64
SECTION 1006. Limitation Upon Creation of Liens on Voting Stock of Certain
              Subsidiaries................................................  65
SECTION 1007. Limitation on Disposition of Voting Stock of, and Merger and
              Sale of Assets by, MLPF&S...................................  65
SECTION 1008. Waiver of Certain Covenants.................................  66

                                ARTICLE ELEVEN

                           Redemption of Securities

SECTION 1101. Applicability of Article....................................  66
SECTION 1102. Election to Redeem; Notice to Trustee.......................  66
SECTION 1103. Selection by Trustee of Securities to be Redeemed...........  66
SECTION 1104. Notice of Redemption........................................  67
SECTION 1105. Deposit of Redemption Price.................................  68
SECTION 1106. Securities Payable on Redemption Date.......................  68
SECTION 1107. Securities Redeemed in Part.................................  69

                                ARTICLE TWELVE

                                 Sinking Funds

SECTION 1201. Applicability of Article....................................  69
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.......  70
</TABLE>

                                      iv
<PAGE>

<TABLE>
<S>                                                                         <C>
SECTION 1203. Redemption of Securities for Sinking Fund...................  70

                               ARTICLE THIRTEEN

                      Repayment at the Option of Holders

SECTION 1301. Applicability of Article....................................  71

                               ARTICLE FOURTEEN

                       Meetings of Holders of Securities

SECTION 1401. Purposes for Which Meetings May Be Called...................  71
SECTION 1402. Call, Notice and Place of Meetings..........................  72
SECTION 1403. Persons Entitled to Vote at Meetings........................  72
SECTION 1404. Quorum; Action..............................................  72
SECTION 1405. Determination of Voting Rights; Conduct and Adjournment
              of Meetings.................................................  73
SECTION 1406. Counting Votes and Recording Action of Meetings.............  74

                                ARTICLE FIFTEEN

                           Miscellaneous Provisions

SECTION 1501. Securities in Foreign Currencies............................  75
</TABLE>



                                       v

<PAGE>

     INDENTURE, dated as of April 1, 1983 and restated as of April 1, 1987,
between Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter called
the "Company"), having its principal office at One Liberty Plaza, 165 Broadway,
New York, New York 10080 and Manufacturers Hanover Trust Company, a New York
corporation, as Trustee (hereinafter called the "Trustee") having its Corporate
Trust Office at 600 Fifth Avenue, New York, N.Y. 10020.

                            Recitals of The Company

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured and
unsubordinated debentures, notes or other evidences of senior indebtedness
(hereinafter called the "Securities"), unlimited as to principal amount, to bear
such rates of interest, to mature at such time or times, to be issued in one or
more series and to have such other provisions as shall be fixed as hereinafter
provided.

     The Company has heretofore executed and delivered an Indenture between the
Company and the Trustee dated as of April 1, 1983 (the "Original Indenture") and
supplements to the Original Indenture in the form of a First Supplemental
Indenture, dated as of July 1, 1985, a Second Supplemental Indenture, dated as
of December 24, 1985 and a Third Supplemental Indenture, dated as of April 15,
1986 (such First, Second and Third Supplemental Indentures, together with the
Original Indenture, being herein referred to as the "Supplemented Indenture").

     Section 901 of the Original Indenture provides that the Company, when
authorized by a Board Resolution, and the Trustee may enter into a supplemental
indenture without the consent of any Holders to make any provisions with respect
to matters or questions arising under the Indenture, provided such provisions
shall not be inconsistent with the provisions of the Original Indenture and
shall not adversely affect the interests of the Holders of Securities of any
series in any material respect.

     The Company deems it advisable, not inconsistent with the provisions of the
Original Indenture and not adverse to the interests of the Holders of Securities
of any series to amend the Original Indenture pursuant to a Fourth Supplemental
Indenture, dated as of April 1, 1987. Also as of April 1, 1987, the Company
restates this Indenture pursuant to the terms and provisions of this Indenture
as supplemented by such First, Second, Third and Fourth Supplemental Indentures,
each difference between the Supplemented Indenture and the Indenture as restated
herein being pursuant to the terms and provisions of said Fourth Supplemental
Indenture.

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

                                       1
<PAGE>

     Now, Therefore, in consideration of the premises and the sum of one dollar
duly paid by the Company to the Trustee, the receipt of which is hereby
acknowledged, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, as follows:

 Now, Therefore, This Indenture Witnesseth:

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

                                  Article One

            Definitions and Other Provisions of General Application

     1.   Definitions.

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

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

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

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

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

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

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

     "Additional Amounts" means any additional amounts which are required by a
Security or by or pursuant to a Board Resolution, under circumstances specified
therein, to be paid by the Company in respect of certain taxes imposed on
certain Holders and which are owing to such Holders.

                                       2
<PAGE>

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

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

     "Authorized Newspaper" means a newspaper, in an official language of the
country of publication or in the English language, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in the place in connection with which the term is used or in
the financial community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

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

     "Board of Directors" means either the Board of Directors of the Company or
the Executive Committee thereof.

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

     "Business Day" with respect to any Place of Payment means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law to
close, except as may otherwise be provided in the form of Securities of any
particular series pursuant to the provisions of this Indenture.

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

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor corporation shall have become such pursuant to
the

                                       3
<PAGE>

applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor corporation.

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

     "Controlled Subsidiary" means any corporation more than 80% of the
outstanding Voting Stock, except for qualifying shares, of which shall at the
time be owned directly or indirectly by the Company.

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

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

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

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

     "Dollars" or $ or any similar reference shall mean the currency of the
United States, except as may otherwise be provided in the form of Securities of
any particular series pursuant to the provisions of this Indenture.

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

     "Holder", when used with respect to any Security, means in the case of a
Registered Security, the Person in whose name the Security is registered in the
Security Register and in the case of a Bearer Security, the bearer thereof and,
when used with respect to any coupon, means the bearer thereof.

     "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall include each
Officers' Certificate delivered to the Trustee pursuant to Section 303.

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

     "Interest Payment Date" means the Stated Maturity of an installment of
interest on the applicable Securities.

                                       4
<PAGE>

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

     "MLPF&S" means Merrill Lynch, Pierce, Fenner & Smith Incorporated, a
Delaware corporation.

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

     "Opinion of Counsel" means a written opinion of counsel, who may (except as
otherwise expressly provided in this Indenture) be an employee of or counsel for
the Company, or other counsel acceptable to the Trustee.

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

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

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

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

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

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, the principal amount of
an Original Issue Discount

                                       5
<PAGE>

Security that may be counted in making such determination and that shall be
deemed to be Outstanding for such purposes shall be equal to the amount of the
principal thereof that could be declared to be due and payable pursuant to the
terms of such Original Issue Discount Security at the time the taking of such
action by the Holders of such requisite principal amount is evidenced to the
Trustee as provided in Section 104(a), and, provided further, that Securities
owned beneficially by the Company or any other obligor upon the Securities or
any Affiliate of the Company or such other obligor, other than Securities
purchased in connection with the distribution or trading thereof, shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor.

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

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

     "Place of Payment" when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) and
interest on the Securities of that series are payable as specified as provided
pursuant to Section 301.

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

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

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

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

                                       6
<PAGE>

     "Regular Record Date" for the interest payable on a Registered Security on
any Interest Payment Date means the date, if any, specified in such Security as
the "Regular Record Date".

     "Responsible Officer" when used with respect to the Trustee means the
chairman or vice-chairman of the board of directors, the chairman or vice
chairman of the executive committee of the board of directors, the president,
any vice president (whether or not designated by a number or a word or words
added before or after the title "vice president"), the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any assistant
cashier, any trust officer or assistant trust officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

     "Security" or "Securities" means any Security or Securities, as the case
may be, authenticated and delivered under this Indenture.

     "Security Register"Error! Reference source not found. and "Security
Registrar" have the respective meanings specified in Section 305.

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

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

     "Subsidiary" means any corporation of which at the time of determination
the Company and/or one or more Subsidiaries owns or controls directly or
indirectly more than 50% of the shares of Voting Stock. "Wholly-owned", when
used with reference to a Subsidiary, means a Subsidiary of which all of the
outstanding capital stock (except for qualifying shares) is owned by the Company
or by one or more wholly-owned Subsidiaries.

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

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

                                       7
<PAGE>

     "United States" means the United States of America (including the States
and the District of Columbia), its territories and possessions and other areas
subject to its jurisdiction.

     "United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

     "Vice President" when used with respect to the Company shall mean any Vice
President of the Company whether or not designated by a number or a word or
words added before or after the title "Vice- President".

     "Voting Stock" means stock of the class or classes having general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such corporation provided that, for the
purposes hereof, stock which carries only the right to vote conditionally on the
happening of an event shall not be considered voting stock whether or not such
event shall have happened.

     2.   Compliance Certificates and Opinions.

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

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

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

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

          (3) a statement that, in the opinion of each such individual, he has
  made such examination or investigation as is necessary to enable him to
  express an informed opinion as to whether or not such condition or covenant
  has been complied with; and

                                       8
<PAGE>

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

     3.   Form of Documents Delivered to Trustee.

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

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

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

     4.   Acts of Holders.

     (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing.
If, but only if, Securities of a series are issuable as Bearer Securities, any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of Securities
of such series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders of Securities
of such series duly called and held in accordance with the provisions of Article
Fourteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments and so voting at any

                                       9
<PAGE>

such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company and any agent of the Trustee
or the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
Section 1406.

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

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

     (d) The principal amount and serial numbers of Bearer Securities held by
any Person, and the date of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary reasonably acceptable to the Company,
wherever situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Trustee to be satisfactory. The Trustee and the Company may assume
that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding. The principal amount and serial numbers of Bearer Securities held
by the Person so executing such instrument or writing and the date of holding
the same may also be proved in any other manner which the Trustee deems
sufficient.

     (e) If the Company shall solicit from the Holders of any Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, by Board Resolution, fix in
advance a record date for the determination of Holders of Registered Securities
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, 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 Act may be given before or after such record
date, but only the Holders of Registered Securities of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or

                                      10
<PAGE>

other Act, and for that purpose the Outstanding Securities shall be computed as
of such record date; provided that no such authorization, agreement or consent
by the Holders of Registered Securities on such 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.

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

     5.  Notices, etc. to Trustee and Company.

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

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

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

     6.  Notice to Holders of Securities; Waiver.

     Except as otherwise expressly provided herein or in the form of Securities
of any particular series pursuant to the provisions of this Indenture, where
this Indenture provides for notice to Holders of Securities of any event,

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

          (2) such notice shall be sufficiently given to Holders of Bearer
     Securities, if any, if published in an Authorized Newspaper in The City of
     New York and, if the Securities of such series are then listed on any stock
     exchange outside the United States, in an Authorized Newspaper in such city
     as the Company shall advise the

                                      11
<PAGE>


     Trustee that such stock exchange so requires, on a Business Day at least
     twice, the first such publication to be not earlier than the earliest date
     and not later than the latest date prescribed for the giving of such
     notice.

     In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.

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

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders of Securities shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

     7. Language of Notices, etc.

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

     8. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provisions shall
control.

     9. Effect of Headings and Table of Contents.

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

                                      12
<PAGE>

     10.  Successors and Assigns.

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

     11.  Separability Clause.

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

     12.  Benefits of Indenture.

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

     13.  Governing Law.

  This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the laws of the State of New York.

     14.  Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or the Securities or
coupons other than a provision in the Securities which specifically states that
such provision shall apply in lieu of this Section) payment of interest or any
Additional Amounts or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity, and no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.

                                  Article Two

                                Security Forms

     1.   Forms Generally.

     The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series, related coupons, if any, and temporary
global Securities, if any, shall be in the form established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, shall have
appropriate insertions, omissions, substitutions and other

                                      13
<PAGE>

variations as are required or permitted by this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of such Securities.

     Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, the Securities of each series shall be issuable in
registered form without coupons. If so provided as contemplated by Section 301,
the Securities of a series also shall be issuable in bearer form, with or
without interest coupons attached.

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

     2.   Form of Trustee's Certificate of Authentication.

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

                              Manufacturers Hanover Trust Company,

                                         as Trustee

                              By: _____________________________________
                                           Authorized Officer

                                 Article Three

                                The Securities

     1.   Amount Unlimited; Issuable in Series.

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

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto:

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

                                      14
<PAGE>

     (2) any limit upon the aggregate principal amount of the Securities of such
  title or the Securities of such series which may be authenticated and
  delivered under this Indenture (except for Securities authenticated and
  delivered upon registration of transfer of, or in exchange for, or in lieu of,
  other Securities of the series pursuant to Section 304, 305, 306, 906 or
  1107);

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

     (4) the date as of which any Bearer Securities of the series and any
  temporary global Security representing Outstanding Securities of the series
  shall be dated if other than the date of original issuance of the first
  Security of the series to be issued;

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

     (6) the date or dates on which the principal of such Securities is payable;

     (7) the rate or rates at which such Securities shall bear interest, if any,
  or any method by which such rate or rates shall be determined, the date or
  dates from which such interest shall accrue, the Interest Payment Dates on
  which such interest shall be payable and the Regular Record Date for the
  interest payable on Registered Securities on any Interest Payment Date,
  whether and under what circumstances Additional Amounts on such securities
  shall be payable in respect of specified taxes, assessments or other
  governmental charges withheld or deducted and, if so, whether the Company has
  the option to redeem the affected Securities rather than pay such Additional
  Amounts, and the basis upon which interest shall be calculated if other than
  that of a 360-day year of twelve 30-day months;

     (8) the place or places, if any, in addition to or other than the Borough
  of Manhattan, The City of New York, where the principal of (and premium, if
  any) and interest on or Additional Amounts, if any, payable in respect of such
  Securities shall be payable;

                                      15
<PAGE>

     (9)  the period or periods within which, the price or prices at which and
  the terms and conditions upon which such Securities may be redeemed, in whole
  or in part, at the option of the Company;

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

     (11) the denominations in which Registered Securities of the series, if
  any, shall be issuable if other than denominations of $1,000 and any integral
  multiple thereof, and the denominations in which Bearer Securities of the
  series, if any, shall be issuable if other than the denomination of $5,000;

     (12) if other than the principal amount thereof, the portion of the
  principal amount of such Securities which shall be payable upon declaration of
  acceleration of the Maturity thereof pursuant to Section 502;

     (13) if other than such coin or currency of the United States of America as
  at the time of payment is legal tender for payment of public or private debts,
  the coin or currency, including composite currencies, in which payment of the
  principal of (and premium, if any) and interest, if any, on, and Additional
  Amounts in respect of such Securities shall be payable;

     (14) if the principal of (and premium, if any) or interest, if any, on, and
  Additional Amounts in respect of, such Securities are to be payable, at the
  election of the Company or a Holder thereof, in a 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 may be made;

     (15) if the amount of payments of principal of (and premium, if any) or
  interest, if any, on, and Additional Amounts in respect of, 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 amounts shall be determined;

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

                                      16
<PAGE>

     (17) any other terms of such Securities (which terms shall not be
  inconsistent with the provisions of this Indenture).

  All Securities of any one series and the coupons appertaining to Bearer
Securities of such series, if any, shall be substantially identical except as to
denomination and the rate or rates of interest, if any, and Stated Maturity, the
date from which interest, if any, shall accrue and except as may otherwise be
provided in or pursuant to such Board Resolution and set forth in such Officers'
Certificate or in any such indenture supplemental hereto. All Securities of any
one series need not be issued at the same time, and unless otherwise provided, a
series may be reopened for issuances of additional Securities of such series.

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

  2. Denominations.

  Unless other denominations and amounts may from time to time be fixed by or
pursuant to a Board Resolution, the Registered Securities of each series, if
any, shall be issuable in registered form without coupons in denominations of
$1,000 and any integral multiple thereof and the Bearer Securities of each
series, if any, shall be issuable in the denomination of $5,000, or in such
other denominations and amounts as may from time to time be fixed by or pursuant
to a Board Resolution.

  3. Execution, Authentication, Delivery and Dating.

  The Securities shall be executed on behalf of the Company by its Chairman of
the Board, President, Vice President serving as Chief Financial Officer or its
Treasurer under its corporate seal reproduced thereon and attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile. Coupons shall bear the
facsimile signature of the Treasurer or any Assistant Treasurer of the Company.

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

  At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with any
coupons appertaining thereto, executed by the Company to the Trustee for
authentication, together with the Board Resolution and Officers' Certificate or
supplemental indenture with

                                      17
<PAGE>

respect to such Securities referred to in Section 301 and a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order and subject to the provisions hereof shall
authenticate and deliver such Securities. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating,

          (a)  the form and terms of such Securities and coupons, if any, have
     been established in conformity with the provisions of this Indenture;

          (b)  that all conditions precedent to the authentication and delivery
     of such Securities, together with the coupons, if any, appertaining
     thereto, have been complied with and that such Securities and coupons, when
     authenticated and delivered by the Trustee and issued by the Company in the
     manner and subject to any conditions specified in such Opinion of Counsel,
     will constitute valid and legally binding obligations of the Company,
     enforceable in accordance with their terms, subject to bankruptcy,
     insolvency, reorganization and other laws of general applicability relating
     to or affecting the enforcement of creditors' rights and to general equity
     principles;

          (c)  that all laws and requirements in respect of the execution and
     delivery by the Company of such Securities and coupons, if any, have been
     complied with; and

          (d)  as to such other matters as the Trustee may reasonably request.

     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 or if
the Trustee being advised by counsel determines that such action may not
lawfully be taken.

     Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any temporary Bearer Security in global form shall be
dated as of the date specified as contemplated by Section 301.

     No Security or coupon appertaining thereto shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose, unless there
appears on such Security a certificate of authentication substantially in the
form provided for in Section 202 or 614 executed by or on behalf of the Trustee
by the manual signature of one of its authorized signers, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Except as
permitted by Section 306 or 307, the Trustee shall not authenticate and deliver
any Bearer Security unless all appurtenant coupons for interest then matured
have been detached and cancelled.

                                      18
<PAGE>

     4. Temporary Securities.

     Pending the preparation of definitive Securities of any series, the Company
may execute and deliver to the Trustee, and upon Company Order the Trustee shall
authenticate and deliver, in the manner provided in Section 303, temporary
Securities of such series which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form, or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities. In
the case of Bearer Securities of any series, such temporary Securities may be in
global form, representing all of the Outstanding Bearer Securities of such
series.

     Except in the case of temporary Securities in global form, which shall be
exchanged in accordance with the provisions thereof, if temporary Securities of
any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series containing identical terms
and provisions upon surrender of the temporary Securities of such series at an
office or agency of the Company maintained for such purpose pursuant to Section
1002, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto) the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations of the same series containing
identical terms and provisions; provided, however, that no definitive Bearer
Security, except as provided pursuant to Section 301, shall be delivered in
exchange for a temporary Registered Security; and provided, further, that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth therein. Unless
otherwise specified as contemplated by Section 301 with respect to a temporary
global Security, until so exchanged the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.

     5. Registration, Transfer and Exchange.

     With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept at an office or agency of the Company maintained
pursuant to Section 1002, a register (herein sometimes referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of each series and of transfers of the Registered Securities of each
series. Such office or agency shall be the "Security Registrar" for the
Registered Securities, if any, of each series of Securities. In the event that
the Trustee shall not be the Security Registrar, it shall have the right to
examine the Security Register at all reasonable times.

                                      19
<PAGE>

     Upon surrender for registration of transfer of any Registered Security of
any series at any office or agency of the Company maintained for that series
pursuant to Section 1002, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations, of a like aggregate principal amount bearing a number
not contemporaneously outstanding and containing identical terms and provisions.

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

     At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series containing identical
terms and provisions, of any authorized denominations and aggregate principal
amount, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured coupons and all matured coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured coupon or coupons or matured coupon or coupons in default,
such exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company and the Trustee in an amount equal to
the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise
provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in exchange
for a Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be (or, if
such coupon is so surrendered with such Bearer Security, such coupon shall be
returned to the person so surrendering the Bearer Security), and interest or
Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of the
Registered

                                      20
<PAGE>

Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture.

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

     Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

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

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

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

     The Company shall not be required (i) to issue, register the transfer of or
exchange any Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1103 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Registered Security so selected for redemption in
whole or in part, except, in the case of any Security to be redeemed in part,
the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security
so selected for redemption except that such a Bearer Security may be exchanged
for a Registered Security of that series, provided that such Registered Security
shall be immediately surrendered for redemption with written instruction for
payment consistent with the provisions of this Indenture.

     6. Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series containing identical

                                      21
<PAGE>

terms and of like principal amount and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
the surrendered Security.

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

     In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security or coupon; provided,
however, that payment of principal of (and premium, if any) and any interest on
Bearer Securities shall, except as otherwise provided in Section 1002, be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

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

     Every new Security of any series, with its coupons, if any, issued pursuant
to this Section in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to which a destroyed, lost or stolen coupon appertains,
shall constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security and its coupons, if any,
or the destroyed, lost or stolen coupon shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series and their
coupons, if any, duly issued hereunder.

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

                                      22
<PAGE>

     7. Payment of Interest; Interest Rights Preserved.

     Interest on any Registered Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall, if so provided in
such Security, be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. In case a Bearer Security of any series is
surrendered in exchange for a Registered Security of such series after the close
of business (at an office or agency in a Place of Payment for such series) on
any Regular Record Date and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date, such Bearer Security shall
be surrendered without the coupon relating to such Interest Payment Date and
interest will not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.

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

        (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Registered Securities affected (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 Registered Security and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an amount of
     money equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this Clause provided. Thereupon the Trustee
     shall fix a Special Record Date for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment. The Trustee shall
     promptly notify the Company of such Special Record Date and, in the name
     and at the expense of the Company, shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor to
     be mailed, first-class postage prepaid, to each Holder of such Registered
     Securities at his address as it appears in the Security Register not less
     than 10 days prior to such Special Record Date. The Trustee may, in its
     discretion, in the name and at the expense of the Company, cause a similar
     notice to be published at least once in a newspaper, customarily published
     in the English language on each Business Day and of general

                                      23
<PAGE>

     circulation in the Borough of Manhattan, The City of New York, but such
     publication shall not be a condition precedent to the establishment of such
     Special Record Date. Notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor having been mailed as
     aforesaid, such Defaulted Interest shall be paid to the Persons in whose
     names such Registered Securities (or their respective Predecessor
     Securities) are registered at the close of business on such Special Record
     Date and shall no longer be payable pursuant to the following Clause (2).
     In case a Bearer Security of any series is surrendered at the office or
     agency in a Place of Payment for such series in exchange for a Registered
     Security of such series after the close of business at such office or
     agency on any Special Record Date and before the opening of business at
     such office or agency on the related proposed date for payment of Defaulted
     Interest, such Bearer Security shall be surrendered without the coupon
     relating to such proposed date of payment and Defaulted Interest will not
     be payable on such proposed date of payment in respect of the Registered
     Security issued in exchange for such Bearer Security, but will be payable
     only to the Holder of such coupon when due in accordance with the
     provisions of this Indenture.

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

     At the option of the Company, interest on Registered Securities of any
series that bear interest may be paid by mailing a check to the address of the
person entitled thereto as such address shall appear in the Security Register.

     Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

     8. Persons Deemed Owners.

     Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of
principal of (and premium, if any), and (subject to Sections 305 and 307)
interest on and Additional Amounts with respect to, such Registered Security and
for all other purposes whatsoever, whether or not such Registered Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

                                      24
<PAGE>

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Security or coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Security or coupon be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary.

     9.  Cancellation.

     All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee, and any such Securities and coupons and Securities and coupons
surrendered directly to the Trustee for any such purpose shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities and coupons held by the Trustee shall be destroyed by it unless by a
Company Order the Company directs their return to it.

     10. Computation of Interest.

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

                                 Article Four

                          Satisfaction And Discharge

     1. Satisfaction and Discharge of Indenture.

     Upon the direction of the Company by a Company Order this Indenture shall
cease to be of further effect (except as to any surviving rights of registration
of transfer or exchange of Securities herein expressly provided for and any
right to receive Additional Amounts, as provided in Section 1004), and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

     (1)  either

     (A)  all Securities theretofore authenticated and delivered and all coupons
   appertaining thereto (other than (i) coupons appertaining to Bearer
   Securities surrendered for exchange for Registered Securities and maturing
   after such exchange,

                                      25
<PAGE>

     whose surrender is not required or has been waived as provided in Section
     305, (ii) Securities and coupons which have been destroyed, lost or stolen
     and which have been replaced or paid as provided in Section 306, (iii)
     coupons appertaining to Securities called for redemption and maturing after
     the relevant Redemption Date, whose surrender has been waived as provided
     in Section 1107, and (iv) Securities and coupons for whose payment money
     has theretofore been deposited in trust or segregated and held in trust by
     the Company and thereafter repaid to the Company or discharged from such
     trust, as provided in Section 1003) have been delivered to the Trustee for
     cancellation; or

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

               (i)   have become due and payable, or

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

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

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

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

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

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

                                      26
<PAGE>

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

     2. Application of Trust Money.

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

                                 Article Five

                                   Remedies

     1. Events of Default.

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

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

     (2) default in the payment of the principal of (and premium, if any, on)
  any Security of that series when it becomes due and payable at Maturity; or

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

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

                                       27
<PAGE>

     10% in principal amount of the Outstanding Securities of that series a
     written notice specifying such default or breach and requiring it to be
     remedied and stating that such notice is a "Notice of Default" hereunder;
     or

          (5)  a court having jurisdiction in the premises shall enter a decree
     or order for relief in respect of the Company in an involuntary case under
     any applicable bankruptcy, insolvency or other similar law now or hereafter
     in effect, or appointing a receiver, liquidator, assignee, custodian,
     trustee, sequestrator (or similar official) of the Company or for any
     substantial part of its property, or ordering the winding-up or liquidation
     of its affairs, and such decree or order shall remain unstayed and in
     effect for a period of 60 consecutive days; or

          (6)  the Company shall commence a voluntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect, or
     shall consent to the entry of an order for relief in an involuntary case
     under any such law, or shall consent to the appointment of or taking
     possession by a receiver, liquidator, assignee, trustee, custodian,
     sequestrator (or similar official) of the Company or for any substantial
     part of its property, or shall make any general assignment for the benefit
     of creditors, or shall fail generally to pay its debts as they become due
     or shall take any corporate action in furtherance of any of the foregoing;
     or

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

     2.   Acceleration of Maturity; Rescission and Annulment.

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

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

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

     (A) all overdue installments of interest on and any Additional Amounts
  payable in respect of all Securities of that series,

                                       28
<PAGE>

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

     (C) to the extent that payment of such interest is lawful, interest upon
  overdue installments of interest and Additional Amounts at the rate or rates
  borne by or provided for in such Securities, and

     (D) all sums paid or advanced by the Trustee hereunder and the reasonable
  compensation, expenses, disbursements and advances of the Trustee, its agents
  and counsel;

  and

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

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

     3. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if

          (1) default is made in the payment of any installment of interest on
     or any Additional Amounts payable in respect of any Security when such
     interest or Additional Amounts shall have become due and payable and such
     default continues for a period of 30 days, or

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

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

  If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for

                                       29
<PAGE>

the collection of the sums so due and unpaid, and may prosecute such proceeding
to judgment or final decree, and may enforce the same against the Company or any
other obligor upon such Securities and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
any other obligor upon such Securities, wherever situated.

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

  4.  Trustee May File Proofs of Claim.

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

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

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

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

                                       30
<PAGE>

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

     5. Trustee May Enforce Claims Without Possession of Securities or
Coupons.

     All rights of action and claims under this Indenture or any of the
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery or judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and
coupons in respect of which such judgment has been recovered.

     6. Application of Money Collected.

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

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

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

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

     7. Limitation on Suits.

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

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

                                       31
<PAGE>

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other such
Holders or Holders of any other series, or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

     8. Unconditional Right of Holders to Receive Principal, Premium and
Interest.

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

     9. Restoration of Rights and Remedies.

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

                                       32
<PAGE>

     10. Rights and Remedies Cumulative.

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

     11. Delay or Omission Not Waiver.

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

     12. Control by Holders of Securities.

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

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

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

          (3) such direction is not unduly prejudicial to the rights of other
     Holders of Securities of such series.

     13. Waiver of Past Defaults.

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

                                       33
<PAGE>

          (1)  in the payment of the principal of (and premium, if any) or
     interest on or Additional Amounts payable in respect of any Security of
     such series, or

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

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

     14.  Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security or
coupon by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit, other than the Trustee, 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,
including the Trustee, 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 Company, the Trustee or by
any Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Holder of any Security or coupon for the enforcement of the
payment of the principal of (and premium, if any) or interest on or any
Additional Amounts in respect of any Security or the payment of any coupon on or
after the respective Stated Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date) or interest on any overdue
principal of any Security.

     15.  Waiver of Stay or Extension Laws.

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

                                       34
<PAGE>

                                  Article Six

                                  The Trustee

     1.   Certain Duties and Responsibilities.

     (a)  Except during the continuance of an Event of Default,

          (1)  the Trustee undertakes to perform 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; and

          (2)  in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon 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 provisions
     hereof are specifically required to be furnished to the Trustee, the
     Trustee shall be under a duty to examine the same to determine whether or
     not they conform to the requirements of this Indenture.

     (b)  In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

     (c)  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)  this Subsection shall not be construed to limit the effect of
     Subsection (a) of this Section;

          (2)  the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, 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 a majority in principal amount of the Outstanding
     Securities of any series, 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 such series; and

          (4)  no provision of this Indenture shall require the Trustee to
     expend or risk its own funds or otherwise incur any financial liability in
     the performance of any of its duties hereunder, or in the exercise of any
     of its rights or powers, if it shall have

                                       35
<PAGE>

     reasonable grounds for believing that repayment of such funds or adequate
     indemnity against such risk or liability is not reasonably assured to it.

     (d)  Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

     2.   Notice of Defaults.

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series entitled to receive reports pursuant to
Section 703 (c), notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (and premium, if any)
or interest on, or any Additional Amounts with respect to, any Security of such
series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interests of the
Holders of Securities and coupons of such series; and provided, further, that in
the case of any default of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of
such series.

     3.   Certain Rights of Trustee.

Except as otherwise provided in Section 601:

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

     (b)  any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order (other than
delivery of any Security to the Trustee for authentication and delivery pursuant
to Section 303 which shall be sufficiently evidenced as provided therein) and
any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;

     (c)  whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any

                                       36
<PAGE>

action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officers'
Certificate;

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

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

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

     (g)  the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys 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.

     4.   Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and the Trustee or any Authenticating Agent assumes
no responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities or
coupons.  The Trustee or any Authenticating Agent shall not be accountable for
the use or application by the Company of Securities or the proceeds thereof.

     5.   May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons and, subject
to Sections 608 and 613, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

                                       37
<PAGE>

     6.   Money Held in Trust.

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

     7.   Compensation and Reimbursement.

The Company agrees

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

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

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

     As security for the performance of the obligations of the Company under
this Section the Trustee shall have a lien prior to the Securities of any series
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of (or premium, if any) or
interest on Securities.

     8.   Disqualifications; Conflicting Interests.

     (a)  If the Trustee has or shall acquire any conflicting interest, as
defined in this Section, with respect to the Securities of any series, it shall,
within 90 days after ascertaining that it has such conflicting interest, either
eliminate such conflicting interest or resign with respect to the Securities of
that series in the manner and with the effect hereinafter specified in this
Article.

     (b)  In the event that the Trustee shall fail to comply with the provisions
of Subsection (a) of this Section with respect to the Securities of any series,
the Trustee shall, within 10 days after the expiration of such 90-day period,
transmit, in the manner and to the extent provided in Section 703(c) to all
Holders of Securities of that series notice of such failure.

                                       38
<PAGE>

     (c)  For the purposes of this Section, the Trustee shall be deemed to have
a conflicting interest with respect to the Securities of any series, if

          (1)  the Trustee is trustee under this Indenture with respect to the
     Outstanding Securities of any series other than that series or is trustee
     under another indenture under which any other securities, or certificates
     of interest or participation in any other securities, of the Company are
     outstanding, unless such other indenture is a collateral trust indenture
     under which the only collateral consists of Securities issued under this
     Indenture, provided that there shall be excluded from the operation of this
     paragraph (A) this Indenture with respect to the Securities of any series
     other than that series, and (B) any indenture or indentures under which
     other securities, or certificates of interest or participation in other
     securities, of the Company are outstanding, if

               (i)  this Indenture and such other indenture or indentures are
               wholly unsecured and such other indenture or indentures are
               hereafter qualified under the Trust Indenture Act, unless the
               Commission shall have found and declared by order pursuant to
               Section 305(b) or Section 307(c) of the Trust Indenture Act that
               differences exist between the provisions of this Indenture with
               respect to Securities of that series and one or more other series
               or the provisions of such other indenture or indentures which are
               so likely to involve a material conflict of interest as to make
               it necessary in the public interest or for the protection of
               investors to disqualify the Trustee from acting as such under
               this Indenture with respect to the Securities of that series and
               such other series or under such other indenture or indentures, or

               (ii) the Company shall have sustained the burden of proving, on
               application to the Commission and after opportunity for hearing
               thereon, that trusteeship under this Indenture with respect to
               the Securities of that series and such other series or such other
               indenture or indentures is not so likely to involve a material
               conflict of interest as to make it necessary in the public
               interest or for the protection of investors to disqualify the
               Trustee from acting as such under this Indenture with respect to
               the Securities of that series and such other series under such
               other indenture or indentures;

          (2)  the Trustee or any of its directors or executive officers is an
     obligor upon the Securities or an underwriter for the Company;

          (3)  the Trustee directly or indirectly controls or is directly or
     indirectly controlled by or is under direct or indirect common control with
     the Company or an underwriter for the Company;

          (4)  the Trustee or any of its directors or executive officers is a
     director, officer, partner, employee, appointee or representative of the
     Company, or of an underwriter (other than the Trustee itself) for the
     Company who is currently engaged in the business of underwriting, except
     that (i) one individual may be a director or an

                                       38
<PAGE>

     executive officer, or both, of the Trustee and a director or an executive
     officer, or both, of the Company but may not be at the same time an
     executive officer of both the Trustee and the Company; (ii) if and so long
     as the number of directors of the Trustee in office is more than nine, one
     additional individual may be a director or an executive officer, or both,
     of the Trustee and a director of the Company; and (iii) the Trustee may be
     designated by the Company or by any underwriter for the Company to act in
     the capacity of transfer agent, registrar, custodian, paying agent, fiscal
     agent, escrow agent, or depositary, or in any other similar capacity, or,
     subject to the provisions of paragraph (1) of this Subsection, to act as
     trustee, whether under an indenture or otherwise;

          (5)  10% or more of the voting securities of the Trustee is
     beneficially owned either by the Company or by any director, partner, or
     executive officer thereof, or 20% or more of such voting securities is
     beneficially owned, collectively, by any two or more of such persons; or
     10% or more of the voting securities of the Trustee is beneficially owned
     either by an underwriter for the Company or by any director, partner or
     executive officer thereof, or is beneficially owned, collectively, by any
     two or more such persons;

          (6)  the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default (as hereinafter in this
     Subsection defined), (i) 5% or more of the voting securities, or 10% or
     more of any other class of security, of the Company not including the
     Securities issued under this indenture and securities issued under any
     other indenture under which the Trustee is also trustee, or (ii) 10% or
     more of any class of security of an underwriter for the Company;

          (7)  the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default (as hereinafter in this
     Subsection defined), 5% or more of the voting securities of any person who,
     to the knowledge of the Trustee, owns 10% or more of the voting securities
     of, or controls directly or indirectly or is under direct or indirect
     common control with, the Company;

          (8)  the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default (as hereinafter in this
     Subsection defined), 10% or more of any class of security of any person
     who, to the knowledge of the Trustee, owns 50% or more of the voting
     securities of the Company; or

          (9)  the Trustee owns, on May 15 in any calendar year, in the capacity
     of executor, administrator, testamentary or inter vivos trustee, guardian,
     committee or conservator, or in any other similar capacity, an aggregate of
     25% or more of the voting securities, or of any class of security, of any
     person, the beneficial ownership of a specified percentage of which would
     have constituted a conflicting interest under paragraph (6), (7) or (8) of
     this Subsection. As to any such securities of which the Trustee acquired
     ownership through becoming executor, administrator, or testamentary trustee
     of an estate which included them, the provisions of the preceding sentence
     shall not apply,

                                       40
<PAGE>

     for a period of two years from the date of such acquisition, to the extent
     that such securities included in such estate do not exceed 25% of such
     voting securities or 25% of any such class of security. Promptly after May
     15 in each calendar year, the Trustee shall make a check of its holdings of
     such securities in any of the above-mentioned capacities as of such May 15.
     If the Company fails to make payment in full of the principal of (or
     premium, if any) or interest on any of the Securities when and as the same
     becomes due and payable, and such failure continues for 30 days thereafter,
     the Trustee shall make a prompt check of its holding of such securities in
     any of the above-mentioned capacities as of the date of the expiration of
     such 30-day period, and after such date, notwithstanding the foregoing
     provisions of this paragraph, all such securities so held by the Trustee,
     with sole or joint control over such securities vested in it, shall, but
     only so long as such failure shall continue, be considered as though
     beneficially owned by the Trustee for the purposes of paragraphs (6), (7)
     and (8) of this Subsection.

     The specification of percentages in paragraphs (5) to (9), inclusive, of
this Subsection shall not be construed as indicating that the ownership of such
percentages of the securities of a person is or is not necessary or sufficient
to constitute direct or indirect control for the purposes of paragraph (3) or
(7) of this Subsection.

     For the purposes of paragraphs (6), (7), (8) and (9) of this Subsection
only, (i) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not include
any note or other evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a person by one or more banks, trust companies or banking
firms, or any certificate of interest or participation in any such note or
evidence of indebtedness; (ii) an obligation shall be deemed to be "in default"
when a default in payment of principal shall have continued for 30 days or more
and shall not have been cured; and (iii) the Trustee shall not be deemed to be
the owner or holder of (A) any security which it holds as collateral security,
as trustee or otherwise, for an obligation which is not in default as defined in
clause (ii) above, or (B) any security which it holds as collateral security
under this Indenture, irrespective of any default hereunder, or (C) any security
which it holds as agent for collection, or as custodian, escrow agent, or
depositary, or in any similar representative capacity.

     (d)  For the purposes of this Section:

          (1)  The term "underwriter", when used with reference to the Company,
     means every person who, within three years prior to the time as of which
     the determination is made, has purchased from the Company with a view to,
     or has offered or sold for the Company in connection with, the distribution
     of any security of the Company outstanding at such time, or has
     participated or has had a direct or indirect participation in any such
     undertaking, or has participated or has had a participation in the direct
     or indirect underwriting of any such undertaking, but such term shall not

                                       41
<PAGE>

     include a person whose interest was limited to a commission from an
     underwriter or dealer not in excess of the usual and customary
     distributors' or sellers' commission.

          (2)  The term "director" means any director of a corporation, or any
     individual performing similar functions with respect to any organization,
     whether incorporated or unincorporated.

          (3)  The term "person" means an individual, a corporation, a
     partnership, an association, a joint-stock company, a trust, an
     unincorporated organization, or a government or political subdivision
     thereof. As used in this paragraph, the term "trust" shall include only a
     trust where the interest or interests of the beneficiary or beneficiaries
     are evidenced by a security.

          (4)  The term "voting security" means any security presently entitling
     the owner or holder thereof to vote in the direction or management of the
     affairs of a person, or any security issued under or pursuant to any trust,
     agreement or arrangement whereby a trustee or trustees or agent or agents
     for the owner or holder of such security are presently entitled to vote in
     the direction or management of the affairs of a person.

          (5)  The term "Company" means any obligor upon the Securities.

          (6)  The term "executive officer" means the president, every vice
     president, every trust officer, the cashier, the secretary, and the
     treasurer of a corporation, and any individual customarily performing
     similar functions with respect to any organization whether incorporated or
     unincorporated, but shall not include the chairman of the board of
     directors.

     (e)  The percentages of voting securities and other securities specified in
this Section shall be calculated in accordance with the following provisions:

          (1)  A specified percentage of the voting securities of the Trustee,
     the Company or any other person referred to in this Section (each of whom
     is referred to as a "person" in this paragraph) means such amount of the
     outstanding voting securities of such person as entitles the holder or
     holders thereof to cast such specified percentage of the aggregate votes
     which the holders of all the outstanding voting securities of such person
     are entitled to cast in the direction or management of the affairs of such
     person.

          (2)  A specified percentage of a class of securities of a person means
     such percentage of the aggregate amount of securities of the class
     outstanding.

          (3)  The term "amount", when used in regard to securities, means the
     principal amount if relating to evidences of indebtedness, the number of
     shares if relating to capital shares, and the number of units if relating
     to any other kind of security.

                                       42
<PAGE>

          (4)  The term "outstanding" means issued and not held by or for the
     account of the issuer. The following securities shall not be deemed
     outstanding within the meaning of this definition:

               (i)   securities of an issuer held in a sinking fund relating to
          securities of the issuer of the same class;

               (ii)  securities of an issuer held in a sinking fund relating to
          another class of securities of the issuer, if the obligation evidenced
          by such other class of securities is not in default as to principal or
          interest or otherwise;

               (iii) securities pledged by the issuer thereof as security for an
          obligation of the issuer not in default as to principal or interest or
          otherwise; and

               (iv)  securities held in escrow if placed in escrow by the issuer
          thereof;

          provided, however, that any voting securities of an issuer shall be
          deemed outstanding if any person other than the issuer is entitled to
          exercise the voting rights thereof.

          (5)  A security shall be deemed to be of the same class as another
     security if both securities confer upon the holder or holders thereof
     substantially the same rights and privileges; provided, however, that, in
     the case of secured evidences of indebtedness, all of which are issued
     under a single indenture, differences in the interest rates or maturity
     dates of various series thereof shall not be deemed sufficient to
     constitute such series different classes; and provided, further, that, in
     the case of unsecured evidences of indebtedness, differences in the
     interest rates or maturity dates thereof shall not be deemed sufficient to
     constitute them securities of different classes, whether or not they are
     issued under a single indenture.

     9.   Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State or the District of Columbia, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $5,000,000 and subject to supervision or examination by Federal or State
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

                                       43
<PAGE>

     10.  Resignation and Removal; Appointment of Successor.

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

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

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

     (d)  If at anytime:

          (1)  the Trustee shall fail to comply with Section 608(a) after
     written request therefor by the Company or by any Holder of a Security who
     has been a bona fide Holder of a Security for at least six months, or

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

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder of a Security who has been a bona fide Holder of a Security of any series
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities of such series and the appointment of a
successor Trustee or Trustees.

     (e)  If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation,

                                       44
<PAGE>

removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the successor
Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company.  If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders of Securities and accepted appointment
in the manner required by Section 611, any Holder of a Security who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

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

     11.  Acceptance of Appointment by Successor.

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

     (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or

                                       45
<PAGE>

those series to which the appointment of such successor Trustee relates, (2) if
the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any notice
given to, or received by, or any act or failure to act on the part of any other
Trustee hereunder, and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein, such retiring Trustee shall 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 other than as hereinafter expressly set
forth, 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 and eligible under
this Article.

     12.  Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or

                                       46
<PAGE>

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.

     13.  Preferential Collection of Claims Against Company.

     (a)  Subject to Subsection (b) of this Section, if the Trustee shall be or
shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within four months prior to a default, as defined in Subsection (c) of
this Section, or subsequent to such a default, then, unless and until such
default, shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities and coupons and the holders of other indenture securities (as defined
in Subsection (c) of this Section):

          (1)  an amount equal to any and all reductions in the amount due and
     owing upon any claim as such creditor in respect of principal or interest,
     effected after the beginning of such four months' period and valid as
     against the Company and its other creditors, except any such reduction
     resulting from the receipt or disposition of any property described in
     paragraph (2) of this Subsection, or from the exercise of any right of set-
     off which the Trustee could have exercised if a petition in bankruptcy had
     been filed by or against the Company upon the date of such default; and

          (2)  all property received by the Trustee in respect of any claim as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such four months'
     period, or an amount equal to the proceeds of any such property, if
     disposed of, subject, however, to the rights, if any, of the Company and
     its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

          (A)  to retain for its own account (i) payments made on account of any
     such claim by any Person (other than the Company) who is liable thereon,
     and (ii) the proceeds of the bona fide sale of any such claim by the
     Trustee to a third Person, and (iii) distributions made in cash, securities
     or other property in respect of claims filed against the Company in
     bankruptcy or receivership or in proceedings for reorganization pursuant to
     the Federal Bankruptcy Code or applicable State law;

          (B)  to realize, for its own account, upon any property held by it as
     security for any such claim, if such property was so held prior to the
     beginning of such four months' period;

          (C)  to realize, for its own account, but only to the extent of the
     claim hereinafter mentioned, upon any property held by it as security for
     any such claim, if such claim was created after the beginning of such four
     months' period and such property was received as security therefor
     simultaneously with the creation thereof, and if the

                                       47
<PAGE>

     Trustee shall sustain the burden of proving that at the time such property
     was so received the Trustee had no reasonable cause to believe that a
     default, as defined in Subsection (c) of this Section, would occur within
     four months; or

          (D)  to receive payment on any claim referred to in paragraph (B) or
     (C), against the release of any property held as security for such claim as
     provided in paragraph (B) or (C), as the case may be, to the extent of the
     fair value of such property.

     For the purposes of paragraphs (B), (C) and (D), property substituted after
the beginning of such four months' period for property held as security at the
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim referred to in any of such paragraphs is created in renewal of or in
substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as
such pre-existing claim.

     If the Trustee shall be required to account, the funds and property held in
such special account and the proceeds thereof shall be apportioned between the
Trustee, the Holders of Securities and the holders of other indenture securities
in such manner that the Trustee, the Holders of Securities and the holders of
other indenture securities realize, as a result of payments from such special
account and payments of dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Federal Bankruptcy Code or applicable State law, the same percentage of their
respective claims, figured before crediting to the claim of the Trustee anything
on account of the receipt by it from the Company of the funds and property in
such special account and before crediting to the respective claims of the
Trustee and the Holders of Securities and the holders of other indenture
securities dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Code or applicable State law, but after crediting thereon receipts on
account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from funds and property so held in
such special account.  As used in this paragraph, with respect to any claim, the
term "dividends" shall include any distribution with respect to such claim, in
bankruptcy or receivership or proceedings for reorganization pursuant to the
Federal Bankruptcy Code or applicable State law, whether such distribution is
made in cash, securities, or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim.  The
court in which such bankruptcy, receivership or proceedings for reorganization
is pending shall have jurisdiction (i) to apportion between the Trustee and the
Holders of Securities and the holders of other indenture securities, in
accordance with the provisions of this paragraph, the funds and property held in
such special account and proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph
due consideration in determining the fairness of the distributions to be made to
the Trustee and the Holders of Securities and the holders of other indenture
securities with respect to their respective claims, in which event it shall not
be necessary to liquidate or to appraise the value of any securities or other
property

                                       48
<PAGE>

held in such special account or as security for any such claim, or to make a
specific allocation of such distributions as between the secured and unsecured
portions of such claims, or otherwise to apply the provisions of this paragraph
as a mathematical formula.

     Any Trustee which has resigned or been removed after the beginning of such
four months' period shall be subject to the provisions of this Subsection as
though such resignation or removal had not occurred.  If any Trustee has
resigned or been removed prior to the beginning of such four months' period, it
shall be subject to the provisions of this Subsection if and only if the
following conditions exist:

               (i)  the receipt of property or reduction of claim, which would
          have given rise to the obligation to account, if such Trustee had
          continued as Trustee, occurred after the beginning of such four
          months' period; and

               (ii) such receipt of property or reduction of claim occurred
          within four months after such resignation or removal.

     (b)  There shall be excluded from the operation of Subsection (a) of this
Section a creditor relationship arising from:

          (1)  the ownership or acquisition of securities issued under any
     indenture, or any security or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

          (2)  advances authorized by a receivership or bankruptcy court of
     competent jurisdiction, or by this Indenture, for the purpose of preserving
     any property which shall at any time be subject to the lien of this
     Indenture or of discharging tax liens or other prior liens or encumbrances
     thereon, if notice of such advances and of the circumstances surrounding
     the making thereof is given to the Holders of Securities at the time and in
     the manner provided in this Indenture;

          (3)  disbursements made in the ordinary course of business in the
     capacity of trustee under an indenture, transfer agent, registrar,
     custodian, paying agent, fiscal agent or depositary, or other similar
     capacity;

          (4)  an indebtedness created as a result of services rendered or
     premises rented; or an indebtedness created as a result of goods or
     securities sold in a cash transaction, as defined in Subsection (c) of this
     Section;

          (5)  the ownership of stock or of other securities of a corporation
     organized under the provisions of Section 25(a) of the Federal Reserve Act,
     as amended, which is directly or indirectly a creditor of the Company; or

          (6)  the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper as defined in Subsection (c) of
     this Section.

                                       49
<PAGE>

     (c)  For the purpose of this Section only:

          (1)  the term "default" means any failure to make payment in full of
     the principal of or interest on any of the Securities or upon the other
     indenture securities when and as such principal or interest becomes due and
     payable;

          (2)  the term "other indenture securities" means securities upon which
     the Company is an obligor outstanding under any other indenture (i) under
     which indenture and as to which securities the Trustee is also trustee,
     (ii) which contains provisions substantially similar to the provisions of
     this Section, and (iii) under which a default exists at the time of the
     apportionment of the funds and property held in such special account;

          (3)  the term "cash transaction" means any transaction in which full
     payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand;

          (4)  the term "self-liquidating paper" means any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Company for the purpose of financing the purchase,
     processing, manufacture, shipment, storage or sale of goods, wares or
     merchandise and which is secured by documents evidencing title to,
     possession of, or lien upon, the goods, wares or merchandise or the
     receivables or proceeds arising from the sale of the goods, wares or
     merchandise previously constituting the security, provided the security is
     received by the Trustee simultaneously with the creation of the creditor
     relationship with the Company arising from the making, drawing, negotiating
     or incurring of the draft, bill of exchange, acceptance or obligation; and

          (5)  the term "Company" means any obligor upon the Securities.

     14.  Appointment of Authenticating Agent.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
or exchange, registration of transfer or partial redemption thereof or pursuant
to Section 306, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States

                                       50
<PAGE>

of America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $5,000,000 and subject to supervision or examination by Federal or
State authority. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company.  Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized

     Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Trustee agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.

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

                                       51
<PAGE>

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

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


                                   ______________________________________
                                       As Trustee

                                   By:___________________________________
                                      As Authenticating Agent

                                   By:___________________________________
                                      Authorized Signatory

     If all of the Securities of any series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not comply
with Section 102) by the Company, shall appoint in accordance with this Section
614 an Authenticating Agent having an office in a Place of Payment designated by
the Company with respect to such series of Securities.

                                 Article Seven

               Holder's Lists and Reports by Trustee and Company

     1.   Company to Furnish Trustee Names and Addresses of Holders.

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

     (a)  semi-annually, not later than fifteen days after the Regular Record
Date for interest for each series of Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Registered Securities of such series as of such Regular Record Date, or if there
is no Regular Record Date for interest for such series of Securities, semi-
annually, upon such dates as are set forth in the Board Resolution or indenture
supplemental hereto authorizing such series, 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,

                                       52
<PAGE>

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

     2.   Preservation of Information; Communications to Holders.

     (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Securities (i) contained in
the most recent list furnished to the Trustee for each series as provided in
Section 701, (ii) received by the Trustee for each series in the capacity of
Security Registrar if the Trustee is then acting in such capacity and (iii)
filed with it within the two preceding years pursuant to Section 703 (c) (2).
The Trustee may destroy any list furnished to it as provided in Section 701 upon
receipt of a new list so furnished, and destroy not earlier than two years after
filing, any information filed with it pursuant to Section 703 (c) (2).

     (b)  If three or more Holders of Securities of any 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 of such
series 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 with respect to
their rights under this Indenture or under the 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

               (i)  afford such applicants access to the information preserved
          at the time by the Trustee in accordance with Section 702(a), or

               (ii) inform such applicants as to the approximate number of
          Holders of Securities whose names and addresses appear in the
          information preserved at the time by the Trustee in accordance with
          Section 702 (a), and as to the approximate cost of mailing to such
          Holders the form of proxy or other communication, if any, specified in
          such application.

     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 Securities whose name and address appears in the
information preserved at the time by the Trustee in accordance with Section
702(a), 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 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

                                       53
<PAGE>

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 Holders of Securities with reasonable promptness after
the entry of such order and the renewal of such tender; otherwise the Trustee
shall be relieved of any obligation or duty to such applicants respecting their
application.

     (c)  Every Holder of Securities or coupons, 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 Section 702(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 702(b).

     3.   Reports by Trustee.

     (a)  Within 60 days after May 15 of each year commencing with the year
1984, the Trustee shall transmit by mail to all Holders of Securities, as their
names and addresses appear in the Security Register, a brief report dated as of
such May 15 with respect to:

          (1)  its eligibility under Section 609 and its qualifications under
     Section 608, or in lieu thereof, if to the best of its knowledge it has
     continued to be eligible and qualified under said Sections, a written
     statement to such effect;

          (2)  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, except that the Trustee shall not be required (but may
     elect) to report such advances if such advances so remaining unpaid
     aggregate not more than 1/2 of 1% of the principal amount of the Securities
     Outstanding on the date of such report;

          (3)  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 an indebtedness based upon a creditor
     relationship arising in any manner described in Section 613 (b) (2), (3),
     (4) or (6);

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

                                       54
<PAGE>

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

          (6)  any action taken by the Trustee in the performance of its duties
     hereunder which it has not previously reported and which in its opinion
     materially affects the Securities, except action in respect of a default,
     notice of which has been or is to be withheld by the Trustee in accordance
     with Section 602.

     (b)  The Trustee shall transmit by mail to all Holders of Securities, as
provided in Subsection (c) of this Section, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to Subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
execution of this instrument) for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Securities, on property or funds
collected by it as Trustee, and which it has not previously reported pursuant to
this Subsection, except that the Trustee shall not be required (but may elect)
to report such advances if such advances remaining unpaid at any time aggregate
10% or less of the principal amount of the Securities Outstanding at such time,
such report to be transmitted within 90 days after such time.

     (c)  Reports pursuant to this Section shall be transmitted by mail:

          (1)  to all Holders of Registered Securities, as the names and
     addresses of such Holders appear in the Security Register;

          (2)  to such Holders of Bearer Securities as have, within the two
     years preceding such transmission, filed their names and addresses with the
     Trustee for that purpose; and

          (3)  except in the case of reports pursuant to Subsection (b) of this
     Section, to each Holder of a Security whose name and address is preserved
     at the time by the Trustee, as provided in Section 702(a).

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

     4.   Reports by Company.

The Company shall:

          (1)  file with the Trustee, within 15 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the

                                       55
<PAGE>

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

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

          (3)  transmit within 30 days after the filing thereof with the
     Trustee, in the manner and to the extent provided in Section 703(c) with
     respect to reports pursuant to Section 703(a), such summaries of any
     information, documents and reports required to be filed by the Company
     pursuant to paragraphs (1) and (2) of this Section as may be required by
     rules and regulations prescribed from time to time by the Commission.

                                 Article Eight

               Consolidation, Merger, Sale, Lease or Conveyance

     1.   Consolidations and Mergers of Company and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions.

     The Company may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into any other corporation,
provided that in any such case, (i) either the Company shall be the continuing
corporation, or the successor corporation shall be a corporation organized and
existing under the laws of the United States of America or a State thereof and
such successor corporation shall expressly assume the due and punctual payment
of the principal of (and premium, if any), any interest on, and any Additional
Amounts payable pursuant to Section 1004 with respect to, all the Securities,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed by the
Company by supplemental indenture satisfactory to the Trustee, executed and
delivered to the Trustee by such corporation, and (ii) the Company or such
successor corporation, as the case may be, shall not, immediately after such
merger or consolidation, or such sale, lease or conveyance, be in default in the
performance of any such covenant or condition.

                                       56
<PAGE>

     2.   Rights and Duties of Successor Corporation.

     In case of any such consolidation, merger, sale, lease or conveyance and
upon any such assumption by the successor corporation, 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 the
predecessor corporation, except in the event of a lease, shall be relieved of
any further obligation under this Indenture and the Securities and coupons. Such
successor corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Securities and
coupons issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Trustee; and, upon the order of such successor
corporation, 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 and coupons which previously shall have been signed
and delivered by the officers of the Company to the Trustee for authentication,
and any Securities or coupons which such successor corporation thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the
Securities and coupons so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Securities and coupons theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities and coupons had been issued at the date of the execution
hereof.

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

     3.   Officers' Certificate and Opinion of Counsel.

     The Trustee, subject to the provisions of Sections 601 and 603, may receive
an Officers' Certificate and an Opinion of Counsel as conclusive evidence that
any such consolidation, merger, sale, lease or conveyance, and any such
assumption, complies with the provisions of this Article.

                                 Article Nine

                            Supplemental Indentures

     1.   Supplemental Indentures without Consent of Holders.

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

                                       57
<PAGE>

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

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

          (3)  to add to or change any of the provisions of this Indenture to
     provide that Bearer Securities may be registrable as to principal, to
     change or eliminate any restrictions on the payment of principal (or
     premium, if any) on Registered Securities or of principal (or premium, if
     any) or any interest on Bearer Securities, to permit Registered Securities
     to be exchanged for Bearer Securities or to permit the issuance of
     Securities in uncertificated form, provided any such action shall not
     adversely affect the interests of the Holders of Securities of any series
     or any related coupons in any material respect; or

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

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

          (6)  to cure any ambiguity, to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Indenture which shall not be inconsistent with
     the provisions of this Indenture which shall not adversely affect the
     interest of the Holders of Securities of any series or any related coupons
     in any material respect; or

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

          (8)  to secure the Securities pursuant to Section 1005.

     2.   Supplemental Indentures with Consent of Holders.

     With the consent of the Holders of not less than 66K% in principal amount
of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized

                                       58
<PAGE>

by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,

          (1)  change the Stated Maturity of the principal of, or any
     installment of interest on, any Security, or reduce the principal amount
     thereof or the rate of interest thereon or any Additional Amounts payable
     in respect thereof, or any premium payable upon the redemption thereof, or
     change the obligation of the Company to pay Additional Amounts pursuant to
     Section 1004 (except as contemplated by Section 801(i) and permitted by
     Section 901 (1)), or reduce the amount of the principal of an Original
     Issue Discount Security that would be due and payable upon a declaration of
     acceleration of the Maturity thereof pursuant to Section 502, or change any
     Place of Payment where, or the coin or currency in which, any Security or
     any premium or the interest thereon is payable, or impair the right to
     institute suit for the enforcement of any such payment on or after the
     Stated Maturity thereof (or, in the case of redemption, on or after the
     Redemption Date), or

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

          (3)  modify any of the provisions of this Section, or Section 513, or
     Section 1007, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby.

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

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

                                       59
<PAGE>

     3.   Execution of Supplemental Indentures.

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

     4.   Effect of Supplemental Indentures.

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

     5.   Conformity with Trust Indenture Act.

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

     6.   Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN

                                   Covenants

     1.   Payment of Principal, Premium, if any, and Interest.

     The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of (and
premium, if any), interest on and any Additional Amounts payable in respect of
the Securities of that series in accordance with the terms of such series of
Securities, any coupons appertaining thereto and this Indenture. Any interest
due on and any Additional Amounts payable in respect of Bearer Securities on or
before Maturity, other than Additional Amounts, if any, payable as provided in
Section 1004 in respect of principal of (or premium, if any, on)

                                       60
<PAGE>

such a Security, shall be payable only upon presentation and surrender of the
several coupons for such interest installments as are evidenced thereby as they
severally mature.

     2.   Maintenance of Office or Agency.

     The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of that series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served. If Securities of
a series are issuable as Bearer Securities, the Company will maintain, subject
to any laws or regulations applicable thereto, an office or agency in a Place of
Payment for such series which is located outside the United States where
Securities of such series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Securities of such series pursuant to Section 1004); provided, however, that if
the Securities of such series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent in London, Luxembourg
or any other required city located outside the United States, as the case may
be, so long as the Securities of such series are listed on such exchange. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of that series and the related coupons
may be presented and surrendered for payment (including payment of any
Additional Amounts payable on Bearer Securities of that series pursuant to
Section 1004) at the place specified for the purpose pursuant to Section 301,
and the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

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

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<PAGE>

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency. Unless otherwise set forth in a Board Resolution or indenture
supplemental hereto with respect to a series of Securities, the Company hereby
designates as the Place of Payment for each series of Securities the Borough of
Manhattan, The City of New York, and initially appoints the Trustee at its
Corporate Trust Office as the Company's office or agency for each of such
purposes in such city.

     3.   Money for Securities Payments to be Held in Trust.

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

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

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

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

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

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<PAGE>

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

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

     Except as otherwise provided in the form of Securities of any particular
series pursuant to the provisions of this Indenture, any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of (and premium, if any) or interest on any Security of
any series and remaining unclaimed for three years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security or any coupon appertaining
thereto shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the
aforementioned three year period shall be two years with respect to Securities
of any series established pursuant to Section 301 on and after April 1, 1987;
provided further, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper in each Place of Payment or to be
mailed to Holders of Registered Securities, or both, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication or mailing, any unclaimed
balance of such money then remaining will be repaid to the Company.

     4.   Additional Amounts.

     If the Securities of a series provide for the payment of Additional
Amounts, the Company will pay to the Holder of any Security of any series or any
coupon appertaining thereto Additional Amounts as provided therein. Whenever in
this Indenture there is mentioned, in any context, the payment of the principal
of (or premium, if any) or interest on, or in respect of, any Security of any
series or any related coupon or the net proceeds received on the sale or
exchange of any Security of any series, such mention shall be deemed to include
mention of the payment of Additional Amounts provided for in this Section to the
extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof pursuant to the provisions of this Section and express
mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not

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<PAGE>

be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.

     If the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal (and
premium, if any) is made), and at least 10 days prior to each date of payment of
principal (and premium, if any) or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal (and premium, if any) or interest on the Securities of that
series shall be made to Holders of Securities of that series or the related
coupons who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities of
that Series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities or coupons and the Company will
pay to the Trustee or such Paying Agent the Additional Amounts required by this
Section. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

     5.   Statement as to Compliance; Notice of Certain Defaults.

     (a)  The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year, a written statement, which need not comply with Section
102, signed by the Chairman of the Board, the President or a Vice President and
by the Treasurer, an Assistant Treasurer, the Controller or an Assistant
Controller of the Company, stating, as to each signer thereof, that

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

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

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<PAGE>

     (b)  The Company will deliver to the Trustee within five days after the
occurrence thereof, written notice of any event which after notice or lapse of
time or both would become an Event of Default pursuant to Clause (4) of Section
501.

     6.   Limitation Upon Creation of Liens on Voting Stock of Certain
Subsidiaries.

     The Company will not, and it will not permit any Subsidiary at any time
directly or indirectly to, create, assume, incur or permit to exist any
indebtedness for borrowed money secured by a pledge, lien or other encumbrance
(any pledge, lien or other encumbrance being hereinafter in this Section
referred to as a "lien") on the Voting Stock of any Subsidiary (other than a
Subsidiary which, at the time of incurrence of such secured indebtedness, has a
net worth, as determined in accordance with generally accepted accounting
principles, of less than $3,000,000) without making effective provision whereby
the Outstanding Securities and coupons appertaining thereto, if any (and, if the
Company so elects, any other indebtedness ranking on a parity with the
Securities), shall be secured equally and ratably with such secured indebtedness
so long as such other indebtedness shall be so secured; provided, however, that
the foregoing covenant shall not be applicable to liens for taxes or assessments
or governmental charges or 1evies not then due and delinquent or the validity of
which is being contested in good faith or which are less than $1,000,000 in
amount, liens created by or resulting from any litigation or legal proceeding
which is currently being contested in good faith by appropriate proceedings or
which involve claims of less than $1,000,000, or deposits to secure (or in lieu
of) surety, stay, appeal or customs bonds.

     If the Company shall hereafter be required to secure the Securities and
coupons appertaining thereto, if any, equally and ratably with any other
indebtedness pursuant to this Section, (i) the Company will promptly deliver to
the Trustee an Officers' Certificate stating that the foregoing covenant has
been complied with, and an Opinion of Counsel stating that in the opinion of
such counsel the foregoing covenant has been complied with and that any
instruments executed by the Company or any Subsidiary in the performance of the
foregoing covenant comply with the requirements of the foregoing covenant and
(ii) the Trustee is hereby authorized to enter into an indenture or agreement
supplemental hereto and to take such action, if any, as it may deem advisable to
enable it to enforce the rights of the holders of the Securities and coupons
appertaining thereto, if any, so secured.

     7.   Limitation on Disposition of Voting Stock of, and Merger and Sale of
Assets by, MLPF&S.

The Company will not:

     (a)  sell, transfer or otherwise dispose of any shares of Voting Stock of
MLPF&S or permit MLPF&S to issue, sell, or otherwise dispose of any shares of
its Voting Stock, unless, after giving effect to any such transaction, MLPF&S
remains a Controlled Subsidiary; or

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<PAGE>

     (b)  permit MLPF&S to

          (i)  merge or consolidate, unless the surviving company is a
        Controlled Subsidiary; or

          (ii) convey or transfer its properties and assets substantially as an
        entirety to any Person, except to one or more Controlled Subsidiaries.

     8.   Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1004 to 1007 inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                                Article Eleven

                           Redemption of Securities

     1.   Applicability of Article.

     Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and this Article.

     2.   Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
a Company Order. In case of any redemption at the election of the Company of
less than all of the Securities of any series with the same issue date, interest
rate and Stated Maturity, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed.

     3.   Selection by Trustee of Securities to be Redeemed.

     If less than all the Securities of any series with the same issue date,
interest rate and Stated Maturity are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the

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<PAGE>

Outstanding Securities of such series not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions of the principal amount of
Registered Securities of such series; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Registered
Security of such series not redeemed to less than the minimum denomination for a
Security of that series established pursuant to Section 302.

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

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

     4.   Notice of Redemption.

     Notice of redemption shall be given in the manner provided in Section 106,
not less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

     Any notice that is mailed to the Holder of any Registered Securities in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not such Holder receives the notice.

     All notices of redemption shall state:

          (1)  the Redemption Date,

          (2)  the Redemption Price,

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

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

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<PAGE>

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

          (6)  the place or places where such Securities, together in the case
     of Bearer Securities with all coupons appertaining thereto, if any,
     maturing after the Redemption Date, are to be surrendered for payment of
     the Redemption Price, and

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

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

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

     5.   Deposit of Redemption Price.

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

     6.   Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest (and
any Additional Amounts) to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only upon presentation and
surrender of coupons for such interest (at an office or agency located outside
the United States except as otherwise provided in Section 1002), and provided,
further, that installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of

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<PAGE>

business on the relevant Record Dates according to their terms and
the provisions of Section 307.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Security may
be paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that interest
(and any Additional Amounts) represented by coupons shall be payable only upon
presentation and surrender of those coupons at an office or agency located
outside of the United States except as otherwise provided in Section 1002.

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

     7.   Securities Redeemed in Part.

     Any Registered Security which is to be redeemed only in part shall be
surrendered at any office or agency of the Company maintained for that purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Registered Security or Securities of the same series, containing identical
terms and provisions, of any authorized denomination as requested by such Holder
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.

                                ARTICLE TWELVE

                                 Sinking Funds

     1.   Applicability of Article.

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

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and

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<PAGE>

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

     2.   Satisfaction of Sinking Fund Payments with Securities.

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

     3.   Redemption of Securities for Sinking Fund.

     Not less than 60 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 mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 1202, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next

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<PAGE>

ensuing mandatory sinking fund payment, the Company shall thereupon be obligated
to pay the amount therein specified. 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 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107.

                                Article Thirteen

                      Repayment At The Option Of Holders

     1.   Applicability of Article.

     Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series.  The repayment of any principal amount
of Securities pursuant to such option of the Holder to require repayment of
Securities before their Stated Maturity, for purposes of Section 309, shall not
operate as a payment, redemption or satisfaction of the indebtedness represented
by such Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled.  Notwithstanding anything to the contrary contained in this Article
Thirteen, in connection with any repayment of Securities, the Company may
arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

                               Article Fourteen

                      Meetings of Holders of Securities.

     1.   Purposes for Which Meetings May Be Called.

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

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<PAGE>

     2.   Call, Notice and Place of Meetings.

     (a)  The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 1401, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, or in
London as the Trustee shall determine. Notice of every meeting of Holders of
Securities of any series, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
given, in the manner provided in Section 106, not less than 21 nor more than 180
days prior to the date fixed for the meeting.

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

     3.   Persons Entitled to Vote at Meetings.

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

     4.   Quorum; Action.

     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than
66/2/3/% in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote 66/2/3/% in principal amount of the Outstanding
Securities of such series shall constitute a quorum. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders of Securities of such series, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the

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chairman of the meeting prior to the adjournment of such meeting. In the absence
of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section
1402(a), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum.

     Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any consent or waiver which this Indenture expressly
provides may be given by the Holders of not less than 66/2/3/% in principal
amount of the Outstanding Securities of a series may be adopted at a meeting or
an adjourned meeting duly convened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of 66/2/3/% in principal amount of
the Outstanding Securities of that series; and provided, further, that except as
limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series.

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

     5.   Determination of Voting Rights; Conduct and Adjournment of Meetings.

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

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trust company, bank or banker authorized by Section 104 to certify to the
holding of Bearer Securities. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid and
genuine without the proof specified in Section 104 or other proof.

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

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

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

     6.   Counting Votes and Recording Action of Meetings.

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

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Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters
therein stated.

                                Article Fifteen

                           Miscellaneous Provisions

     1.   Securities in Foreign Currencies.

     Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same currency, or (ii)
any distribution to Holders of Securities, 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 United States
dollars shall be treated for any such action or distribution as that amount of
United States dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Registered
Securities of such series (if any) for such action, determination of rights or
distribution (or, if there shall be no applicable record date, such other date
reasonably proximate to the date of such action, determination of rights or
distribution) as the Company may specify in a written notice to the Trustee or,
in the absence of such written notice, as the Trustee may determine.

                          *     *      *     *      *

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

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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental
Indenture, dated as of April 1, 1987, and restatement of the 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.

                                        Merrill Lynch & Co., Inc.
[Corporate Seal]
                                        By   /s/ D. B. Brunson
                                             -----------------------------------
                                             Vice President and Treasurer
Attest:

/s/ Stephen M. M. Miller
-----------------------------
    Secretary
                                        Manufacturers Hanover Trust Company
[Corporate Seal]
                                        By   /s/ F. J. Grippo
                                             -----------------------------------
                                             Vice President
Attest:

/s/  Joyce E. Behymer
-----------------------------
     Trust Officer

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<PAGE>

State of New York:  )
                    ) ss.:
County of New York: )

     On the 31st day of March, 1987, before me personally came D. B. Brunson, to
me known, who, being by me duly sworn, did depose and say that he is Vice
President and Treasurer of Merrill Lynch & Co., Inc., one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

                                                   /s/ Christa M. Bowen
                                          --------------------------------------
                                                      Notary Public
[Notarial Seal]                                      CHRISTA M. BOWEN
                                             Notary Public, State of New York
                                                      No. 30-4723478
                                                Qualified in Nassau County
                                           Certificate filed in New York County
                                            Commission Expires August 31, 1988

State of New York:  )
                    ) ss.:
County of New York: )

     On the 31st day of March, 1987, before me personally came F. J. Grippo, to
me known, who, being by me duly sworn, did depose and say that he is a Vice
President of Manufacturers Hanover Trust Company, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

                                                   /s/ Christa M. Bowen
                                          -------------------------------------
                                                      Notary Public
[Notarial Seal]                                      CHRISTA M. BOWEN
                                             Notary Public, State of New York
                                                      No. 30-4723478
                                                Qualified in Nassau County
                                           Certificate filed in New York County
                                            Commission Expires August 31, 1988

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