<PAGE>


                              HEWLETT-PACKARD COMPANY

                                        AND

            Chase Manhattan Bank and Trust Company, National Association

                                     as Trustee

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

                                     Indenture

                            Dated as of __________, 20__

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

                             Subordinated Debt Securities


<PAGE>

<TABLE>
<CAPTION>
                                  TABLE OF CONTENTS
                                                                                 PAGE
                                                                                 ----

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

     SECTION 101.   Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .1
     SECTION 102.   Compliance Certificates and Opinions . . . . . . . . . . . . . .8
     SECTION 103.   Form of Documents Delivered to Trustee . . . . . . . . . . . . .8
     SECTION 104.   Acts of Holders; Record Dates. . . . . . . . . . . . . . . . . .9
     SECTION 105.   Notices, Etc., to Trustee and Company. . . . . . . . . . . . . 11
     SECTION 106.   Notice to Holders; Waiver. . . . . . . . . . . . . . . . . . . 11
     SECTION 107.   Conflict with Trust Indenture Act. . . . . . . . . . . . . . . 12
     SECTION 108.   Effect of Headings and Table of Contents . . . . . . . . . . . 12
     SECTION 109.   Successors and Assigns . . . . . . . . . . . . . . . . . . . . 12
     SECTION 110.   Separability Clause. . . . . . . . . . . . . . . . . . . . . . 12
     SECTION 111.   Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . 12
     SECTION 112.   Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 12
     SECTION 113.   Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . 13
     SECTION 114.   Indenture and Securities Solely Corporate Obligations. . . . . 13
     SECTION 115.   Indenture May be Executed in Counterparts. . . . . . . . . . . 13
     SECTION 116.   Obligation to Disclose Beneficial Ownership of
                    Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     SECTION 117.   Acceptance of Trust, . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE TWO         SECURITY FORMS . . . . . . . . . . . . . . . . . . . . . . . . 14

     SECTION 201.   Forms Generally. . . . . . . . . . . . . . . . . . . . . . . . 14
     SECTION 202.   Form of Face of Security . . . . . . . . . . . . . . . . . . . 14
     SECTION 203.   Form of Reverse of Security. . . . . . . . . . . . . . . . . . 16
     SECTION 204.   Form of Legend for Global Securities . . . . . . . . . . . . . 21
     SECTION 205.   Form of Trustee's Certificate of Authentication. . . . . . . . 21
     SECTION 206.   Form of Conversion Notice. . . . . . . . . . . . . . . . . . . 21

ARTICLE THREE       THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . 23

     SECTION 301.   Amount Unlimited; Issuable in Series . . . . . . . . . . . . . 23
     SECTION 302.   Denominations. . . . . . . . . . . . . . . . . . . . . . . . . 26
     SECTION 303.   Execution, Authentication, Delivery and Dating . . . . . . . . 26
     SECTION 304.   Temporary Securities . . . . . . . . . . . . . . . . . . . . . 28
     SECTION 305.   Registration; Registration of Transfer and Exchange. . . . . . 28
     SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities . . . . . . . 30
     SECTION 307.   Payment of Interest; Interest Rights Preserved . . . . . . . . 30
     SECTION 308.   Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . . 32
     SECTION 309.   Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . 33
     SECTION 310.   Computation of Interest. . . . . . . . . . . . . . . . . . . . 33

</TABLE>
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<S>                <C>                                                            <C>
     SECTION 311.   CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE FOUR        SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . 33

     SECTION 401.   Satisfaction and Discharge of Indenture. . . . . . . . . . . . 33
     SECTION 402.   Application of Trust Money . . . . . . . . . . . . . . . . . . 35
     SECTION 403.   Repayment to the Company.. . . . . . . . . . . . . . . . . . . 35

ARTICLE FIVE        REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

     SECTION 501.   Events of Default. . . . . . . . . . . . . . . . . . . . . . . 35
     SECTION 502.   Acceleration of Maturity; Rescission and Annulment . . . . . . 36
     SECTION 503.   Collection of Indebtedness and Suits for Enforcement by
                    Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
     SECTION 504.   Trustee May File Proofs of Claim . . . . . . . . . . . . . . . 38
     SECTION 505.   Trustee May Enforce Claims Without Possession of
                    Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 38
     SECTION 506.   Application of Money Collected . . . . . . . . . . . . . . . . 38
     SECTION 507.   Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . 39
     SECTION 508.   Unconditional Right of Holders to Receive Principal,
                    Premium and Interest and to Convert. . . . . . . . . . . . . . 39
     SECTION 509.   Restoration of Rights and Remedies . . . . . . . . . . . . . . 40
     SECTION 510.   Rights and Remedies Cumulative . . . . . . . . . . . . . . . . 40
     SECTION 511.   Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . 40
     SECTION 512.   Control by Holders . . . . . . . . . . . . . . . . . . . . . . 40
     SECTION 513.   Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . 41
     SECTION 514.   Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . 41
     SECTION 515.   Waiver of Usury, Stay or Extension Laws. . . . . . . . . . . . 41

ARTICLE SIX         THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . 42

     SECTION 601.   Certain Duties and Responsibilities. . . . . . . . . . . . . . 42
     SECTION 602.   Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . 42
     SECTION 603.   Certain Rights of Trustee. . . . . . . . . . . . . . . . . . . 42
     SECTION 604.   Not Responsible for Recitals or Issuance of Securities . . . . 43
     SECTION 605.   May Hold Securities and Act as Trustee Under Other
                    Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . 43
     SECTION 606.   Money Held in Trust. . . . . . . . . . . . . . . . . . . . . . 44
     SECTION 607.   Compensation and Reimbursement . . . . . . . . . . . . . . . . 44
     SECTION 608.   Conflicting Interests. . . . . . . . . . . . . . . . . . . . . 44
     SECTION 609.   Corporate Trustee Required; Eligibility. . . . . . . . . . . . 44
     SECTION 610.   Resignation and Removal; Appointment of Successor. . . . . . . 45
     SECTION 611.   Acceptance of Appointment by Successor . . . . . . . . . . . . 46
     SECTION 612.   Merger, Conversion, Consolidation or Succession to
                    Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
     SECTION 613.   Preferential Collection of Claims Against Company. . . . . . . 48
     SECTION 614.   Appointment of Authenticating Agent. . . . . . . . . . . . . . 48

</TABLE>
                                      -ii-
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<S>                <C>                                                            <C>
ARTICLE SEVEN       HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY. . . . . . . 49

     SECTION 701.   Company to Furnish Trustee Names and Addresses of
                    Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
     SECTION 702.   Preservation of Information; Communications to Holders . . . . 50
     SECTION 703.   Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . 50
     SECTION 704.   Reports by Company . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE EIGHT       CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE . . . . . 51

     SECTION 801.   Company May Consolidate, Etc . . . . . . . . . . . . . . . . . 51
     SECTION 802.   Successor Substituted. . . . . . . . . . . . . . . . . . . . . 51

ARTICLE NINE        SUPPLEMENTAL INDENTURES. . . . . . . . . . . . . . . . . . . . 52

     SECTION 901.   Supplemental Indentures Without Consent of Holders . . . . . . 52
     SECTION 902.   Supplemental Indentures With Consent of Holders. . . . . . . . 53
     SECTION 903.   Execution of Supplemental Indentures . . . . . . . . . . . . . 54
     SECTION 904.   Effect of Supplemental Indentures. . . . . . . . . . . . . . . 54
     SECTION 905.   Conformity with Trust Indenture Act. . . . . . . . . . . . . . 55
     SECTION 906.   Reference in Securities to Supplemental Indentures . . . . . . 55
     SECTION 907.   Subordination Unimpaired . . . . . . . . . . . . . . . . . . . 55

ARTICLE TEN         COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 55

     SECTION 1001.  Payment of Principal, Premium and Interest . . . . . . . . . . 55
     SECTION 1002.  Maintenance of Office or Agency. . . . . . . . . . . . . . . . 55
     SECTION 1003.  Money for Securities Payments to Be Held in Trust. . . . . . . 56
     SECTION 1004.  Statement by Officers as to Default. . . . . . . . . . . . . . 57
     SECTION 1005.  Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . 57
     SECTION 1006.  Maintenance of Properties. . . . . . . . . . . . . . . . . . . 57
     SECTION 1007.  Payment of Taxes and Other Claims. . . . . . . . . . . . . . . 57
     SECTION 1008.  Waiver of Certain Covenants. . . . . . . . . . . . . . . . . . 58
     SECTION 1009.  Calculation of Original Issue Discount . . . . . . . . . . . . 58

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

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

</TABLE>
                                     -iii-
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<S>                <C>                                                            <C>
ARTICLE TWELVE      SINKING FUNDS. . . . . . . . . . . . . . . . . . . . . . . . . 62

     SECTION 1201.  Applicability of Article . . . . . . . . . . . . . . . . . . . 62
     SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities. . . . . 62
     SECTION 1203.  Redemption of Securities for Sinking Fund. . . . . . . . . . . 62

ARTICLE THIRTEEN    DEFEASANCE AND COVENANT DEFEASANCE . . . . . . . . . . . . . . 63

     SECTION 1301.  Company's Option to Effect Defeasance or Covenant
                    Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . 63
     SECTION 1302.  Defeasance and Discharge . . . . . . . . . . . . . . . . . . . 63
     SECTION 1303.  Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . . 63
     SECTION 1304.  Conditions to Defeasance or Covenant Defeasance. . . . . . . . 64
     SECTION 1305.  Deposited Money and US Government Obligations to be
                    Held in Trust; Miscellaneous Provisions. . . . . . . . . . . . 66
     SECTION 1306.  Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . 66

ARTICLE FOURTEEN    CONVERSION AND EXCHANGE OF SECURITIES. . . . . . . . . . . . . 67

     SECTION 1401.  Applicability of Article . . . . . . . . . . . . . . . . . . . 67
     SECTION 1402.  Exercise of Conversion and Exchange Privilege. . . . . . . . . 67
     SECTION 1403.  No Fractional Shares . . . . . . . . . . . . . . . . . . . . . 68
     SECTION 1404.  Adjustment of Conversion and Exchange Price. . . . . . . . . . 69
     SECTION 1405.  Notice of Certain Corporate Actions. . . . . . . . . . . . . . 69
     SECTION 1406.  Reservation of Shares of Common Stock. . . . . . . . . . . . . 70
     SECTION 1407.  Payment of Certain Taxes Upon Conversion and Exchange. . . . . 70
     SECTION 1408.  Nonassessability . . . . . . . . . . . . . . . . . . . . . . . 70
     SECTION 1409.  Provision in Case of Consolidation, Merger or Sale of
                    Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
     SECTION 1410.  Duties of Trustee Regarding Conversion and Exchange. . . . . . 72
     SECTION 1411.  Repayment of Certain Funds Upon Conversion and
                    Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

ARTICLE FIFTEEN     SUBORDINATION OF SECURITIES. . . . . . . . . . . . . . . . . . 72

     SECTION 1501.  Securities Subordinate to Senior Debt. . . . . . . . . . . . . 72
     SECTION 1502.  Payment Over of Proceeds Upon Dissolution, Etc . . . . . . . . 73
     SECTION 1503.  Payment Permitted If No Default. . . . . . . . . . . . . . . . 74
     SECTION 1504.  Subrogation to Rights of Holders of Senior Debt. . . . . . . . 74
     SECTION 1505.  Provisions Solely to Define Relative Right . . . . . . . . . . 74
     SECTION 1506.  Trustee to Effectuate Subordination. . . . . . . . . . . . . . 75
     SECTION 1507.  No Waiver of Subordination Provisions. . . . . . . . . . . . . 75
     SECTION 1508.  Reliance on Judicial Order or Certificate of
                    Liquidating Agent. . . . . . . . . . . . . . . . . . . . . . . 75
     SECTION 1509.  Trustee Not Fiduciary for Holders of Senior Debt . . . . . . . 76
     SECTION 1510.  Rights of Trustee as Holders of Senior Debt;
                    Preservation of Trustee's Rights . . . . . . . . . . . . . . . 76
     SECTION 1511.  Article Fifteen Applicable to Paying Agents. . . . . . . . . . 76

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<S>                <C>                                                            <C>
     SECTION 1512.  Certain Conversions Not Deemed Payment . . . . . . . . . . . . 76




</TABLE>




                                      -v-
<PAGE>


                             HEWLETT-PACKARD COMPANY

          Certain Sections of this Indenture relating to Sections 310
          through 318, inclusive, of the Trust Indenture Act of 1939:
<TABLE>
<CAPTION>

     Trust Indenture                                         Indenture
        ACT SECTION                                           SECTION
    <S>           <C>                                           <C>
     Section 310  (a)(1). . . . . . . . . . . . . . . . . . .    609
                  (a)(2). . . . . . . . . . . . . . . . . . .    609
                  (a)(3). . . . . . . . . . . . . . . . . . .    Not Applicable
                  (a)(4). . . . . . . . . . . . . . . . . . .    Not Applicable
                  (b) . . . . . . . . . . . . . . . . . . . .    608, 610
     Section 311  (a) . . . . . . . . . . . . . . . . . . . .    613
                  (b) . . . . . . . . . . . . . . . . . . . .    613
     Section 312  (a) . . . . . . . . . . . . . . . . . . . .    701, 702
                  (b) . . . . . . . . . . . . . . . . . . . .    702
                  (c) . . . . . . . . . . . . . . . . . . . .    702
     Section 313  (a) . . . . . . . . . . . . . . . . . . . .    703
                  (b) . . . . . . . . . . . . . . . . . . . .    703
                  (c) . . . . . . . . . . . . . . . . . . . .    703
                  (d) . . . . . . . . . . . . . . . . . . . .    703
     Section 314  (a) . . . . . . . . . . . . . . . . . . . .    704
                  (a)(4). . . . . . . . . . . . . . . . . . .    101, 1004
                  (b) . . . . . . . . . . . . . . . . . . . .    Not Applicable
                  (c)(1). . . . . . . . . . . . . . . . . . .    102
                  (c)(2). . . . . . . . . . . . . . . . . . .    102
                  (c)(3). . . . . . . . . . . . . . . . . . .    Not Applicable
                  (d) . . . . . . . . . . . . . . . . . . . .    Not Applicable
                  (e) . . . . . . . . . . . . . . . . . . . .    102
     Section 315  (a) . . . . . . . . . . . . . . . . . . . .    601
                  (b) . . . . . . . . . . . . . . . . . . . .    602
                  (c) . . . . . . . . . . . . . . . . . . . .    601
                  (d) . . . . . . . . . . . . . . . . . . . .    601
                  (e) . . . . . . . . . . . . . . . . . . . .    514
     Section 316  (a) . . . . . . . . . . . . . . . . . . . .    101
                  (a)(1)(A) . . . . . . . . . . . . . . . . .    502, 512
                  (a)(1)(B) . . . . . . . . . . . . . . . . .    513
                  (a)(2). . . . . . . . . . . . . . . . . . .    Not Applicable
                  (b) . . . . . . . . . . . . . . . . . . . .    508
                  (c) . . . . . . . . . . . . . . . . . . . .    104
     Section 317  (a)(1). . . . . . . . . . . . . . . . . . .    503
                  (a)(2). . . . . . . . . . . . . . . . . . .    504
                  (b) . . . . . . . . . . . . . . . . . . . .    1003
     Section 318  (a) . . . . . . . . . . . . . . . . . . . .    107

</TABLE>

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

                                      -vi-
<PAGE>


       INDENTURE, dated as of _______________, 20__, between Hewlett-Packard
Company, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal
executive office at 3000 Hanover Street, Palo Alto, California 94304, and
Chase Manhattan Bank and Trust Company, National Association, as Trustee
(herein called the "Trustee").

                            RECITALS OF THE COMPANY

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

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE ONE

              DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.   DEFINITIONS.

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

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

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

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

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


<PAGE>


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

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

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

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

       "Board of Directors" means either the board of directors of the Company
or any duly authorized committee empowered by that Board or the Executive
Committee thereof to act with respect to this Indenture.

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

       "Business Day," when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close, 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, from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

       "Common Stock" includes any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which is not subject to redemption by the Company; PROVIDED, HOWEVER,
subject to the provisions of Section 1409, shares issuable upon conversion of
Securities shall include only shares of the class designated as Common Stock of
the Company at the date of this Indenture or shares of any class or classes
resulting from any reclassification or reclassifications thereof and which have
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which are not subject to redemption by the Company; PROVIDED, FURTHER, that
if at any time there shall be more than one such resulting class, the shares of
each such class then so issuable shall be

                                      -2-
<PAGE>


substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares of
all such classes resulting from all such reclassifications.

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

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

       "Corporate Trust Office" means the principal corporate trust office of
the Trustee currently at 101 California Street, San Francisco, California
94111, at which at any particular time its corporate trust business shall be
administered.

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

       "Covenant Defeasance" has the meaning specified in Section 1303.

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

       "Defeasance" has the meaning specified in Section 1302.

       "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 301, until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or
include each person who is then a Depositary hereunder, and if at any time
there is more than one such Person, "Depositary" as used with respect to the
Securities of any such series shall mean the Depositary with respect to the
Securities of that series.

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

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

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

       "Global Security" means a Security that evidences all or part of the
Securities of any series, is issued to the Depositary for such series in
accordance with Section 303, and bears the legend set forth in Section 204
(or such legend as may be specified as contemplated by Section 301 for such
Securities).

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

       "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such

                                      -3-
<PAGE>


supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term "Indenture" shall also include the terms of
particular series of Securities established as contemplated by Section 301;
PROVIDED, HOWEVER, that if at any time more than one Person is acting as Trustee
under this Indenture due to the appointment of one or more separate Trustees for
any one or more separate series of Securities, "Indenture" shall mean, with
respect to such series of Securities for which any such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of particular
series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such person had become such
Trustee, but to which such person, as such Trustee, was not a party; PROVIDED,
FURTHER that in the event that this Indenture is supplemented or amended by one
or more indentures supplemental hereto which are only applicable to certain
series of Securities, the term "Indenture" for a particular series of Securities
shall only include the supplemental indentures applicable thereto.

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

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

       "Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.

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

       "Notice of Default" means a written notice of the kind specified in
Section 501(4).

       "Officers' Certificate" means a certificate signed by (a) the Chairman
of the Board, a Vice Chairman of the Board, the President, a Vice President,
the principal financial officer, the Treasurer or an Assistant Treasurer, and
(b) the Secretary or an Assistant Secretary, of the Company, and delivered to
the Trustee.  One of the officers signing an Officers' Certificate given
pursuant to Section 1004 shall be the principal executive, financial or
accounting officer of the Company.

       "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for, or an employee of, the Company, and who shall be reasonably
acceptable to the Trustee.


                                      -4-

<PAGE>

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

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

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

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

       (3)    Securities as to which Defeasance has been effected pursuant to
Section 1302; and

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

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502,
(B) if, as of such date, the principal amount payable at the Stated Maturity of
a Security is not determinable, the principal amount of such Security which
shall be deemed to be Outstanding shall be the amount as specified or determined
as contemplated by Section 301, (C) the principal amount of a Security
denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner provided as contemplated by Section 301, of the
principal amount of such Security (or, in the case of a Security described in
Clause (A) or (B) above, of the amount determined as provided in such Clause),
and (D) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which a responsible officer of the Trustee actually 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


                                      -5-

<PAGE>

Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.

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

       "Person" means any individual, corporation, limited liability company,
partnership, joint venture, trust, unincorporated organization or government or
any agency or political subdivision thereof or any other entity of any kind.

       "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 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
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

       "Record Date" means any Regular Record Date or Special Record Date.

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

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

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

       "Sale and Lease-Back Transaction" means any arrangement with any person
providing for the leasing by the Company or any Restricted Subsidiary of any
Principal Property which property has been or is to be sold or transferred by
the Company or such Restricted Subsidiary to such person.

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

       "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

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

       "Senior Debt" means, without duplication, the principal, premium (if any)
and unpaid interest on all present and future (i) indebtedness of the Company
for borrowed money, (ii) obligations of the


                                      -6-

<PAGE>

Company evidenced by bonds, debentures, notes or similar instruments, (iii)
all obligations of the Company under (a) interest rate swaps, caps, collars,
options and similar arrangements, (b) any foreign exchange contract, currency
swap contract, futures contract, currency option contract, or other foreign
currency hedge, and (c) credit swaps, caps, floors, collars and similar
arrangements, (iv) indebtedness incurred, assumed or guaranteed by the
Company in connection with the acquisition by it or a Subsidiary of any
business, properties or assets (except purchase money indebtedness classified
as accounts payable under generally accepted accounting principles), (v) all
obligations and liabilities (contingent or otherwise) in respect of leases of
the Company required, in conformity with generally accepted accounting
principles, to be accounted for as capitalized lease obligations on the
balance sheet of the Company and all obligations and liabilities (contingent
or otherwise) under any lease or related document (including a purchase
agreement) in connection with the lease of real property which provides that
the Company is contractually obligated to purchase or cause a third party to
purchase the leased property and thereby guarantee a minimum residual value
of the leased property to the lessor and the obligations of the Company under
such lease or related document to purchase or to cause a third party to
purchase such leased property, (vi) reimbursement obligations of the Company
in respect of letters of credit relating to indebtedness or other obligations
of the Company that qualify as indebtedness or obligations of the kind
referred to in clauses (i) through (v) above, and (vii) obligations of the
Company under direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise
assure a creditor against loss in respect of, indebtedness or obligations of
others of the kinds referred to in clauses (i) through (vi) above, in each
case unless the instrument creating or evidencing the indebtedness or
obligation or pursuant to which the same is outstanding expressly provides
that such indebtedness or obligation is not senior in right of payment to the
Securities or expressly provides that such indebtedness is subordinate to
other indebtedness and obligations of the Company.

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

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

       "Subsidiary" means a corporation of which at least 66 2/3% of the
outstanding voting stock of such corporation is at the time owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries, and the accounts of which are
consolidated with those of the Company in its most recent consolidated financial
statements in accordance with generally accepted accounting principles.  For the
purposes of this definition, "voting stock" means stock which ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.

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


                                      -7-

<PAGE>

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

       "U.S. Government Obligation" has the meaning specified in Section 1304.

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

SECTION 102.   COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

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

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

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

SECTION 103.   FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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


                                      -8-

<PAGE>

       Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his or her 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. Any such certificate or opinion of counsel may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of,
or representations by, an accountant (who may be an employee of the Company) or
firm of accountants, unless such counsel knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with
respect to such matters are erroneous.Where any Person is required to make, give
or execute two or more applications, requests, consents, certificates,
statements, opinions or other instruments under this Indenture, they may, but
need not, be consolidated and form one instrument.

SECTION 104.   ACTS OF HOLDERS; RECORD DATES.

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

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

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

       Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every


                                      -9-

<PAGE>

Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Security.

       The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, vote, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph.  If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date.  Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken.  Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 106.

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


                                      -10-

<PAGE>

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

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

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

       Any request, demand, authorization, direction, notice, consent, waiver or
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 (or by
facsimile transmission ((212) 946-8161), provided that oral confirmation of
receipt shall have been received) to or with the Trustee at its Corporate Trust
Office, Attention: Corporate Trust, Trustee Administration, or

       (2)    the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at the address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Company, Attention: Chief Financial Officer, with a copy to the
Secretary; provided that notice shall not be deemed to be given until received
by the Company.

SECTION 106.   NOTICE TO HOLDERS; WAIVER.

       Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice.  In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders and any notice which is mailed in the
manner herein provided shall be conclusively presumed to have been duly given.
Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the


                                      -11-

<PAGE>

Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

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

SECTION 107.   CONFLICT WITH TRUST INDENTURE ACT.

       If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control.  If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 108.   EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109.   SUCCESSORS AND ASSIGNS.

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

SECTION 110.   SEPARABILITY CLAUSE.

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

SECTION 111.   BENEFITS OF INDENTURE.

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

SECTION 112.   GOVERNING LAW.

       THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.


                                      -12-

<PAGE>

SECTION 113.   LEGAL HOLIDAYS.

       In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security or the last date on which a Holder has the right to
convert a Security at a particular conversion price shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section))
payment of interest or principal (and premium, if any) or, if applicable to a
particular series of Securities, conversion 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, at the Stated Maturity or on such last day for
conversion, as the case may be.

SECTION 114.   INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.

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

SECTION 115.   INDENTURE MAY BE EXECUTED IN COUNTERPARTS.

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

SECTION 116.   OBLIGATION TO DISCLOSE BENEFICIAL OWNERSHIP OF SECURITIES.

       All securities shall be held and owned upon the express condition that,
upon demand of any regulatory agency having jurisdiction over the Company, and
pursuant to law or regulation empowering such agency to assert such demand, any
Holder shall disclose to such agency the identity of the beneficial owners of
all Securities held by such Holder.

SECTION 117.   ACCEPTANCE OF TRUST.

       Chase Manhattan Bank and Trust Company, National Association, the Trustee
named herein, hereby accepts the trusts in this Indenture declared and provided,
upon the terms and conditions set forth herein.


                                      -13-
<PAGE>

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.   FORMS GENERALLY.

       The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities. Any such Board Resolution or record of such action shall have
attached thereto a true and correct copy of the form of Security referred to
therein approved by or pursuant to such Board Resolution.

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

SECTION 202.   FORM OF FACE OF SECURITY.

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

                           HEWLETT-PACKARD COMPANY

            ____________________________________________________

No. _________                                                     $_____________
CUSIP No.

       Hewlett-Packard Company, a corporation duly organized and existing under
the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ________________________, or registered
assigns, the principal sum of ____________________ Dollars on ________________
[IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- , and to pay
interest thereon from _________ or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on _________
and _________ in each year, commencing _________, at the rate of ___% per annum,
until the principal hereof is paid or made available for payment [IF APPLICABLE,
INSERT -- , provided that any principal and premium, and


                                      -14-
<PAGE>

any such installment of interest, which is overdue shall bear interest at the
rate of ___% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the ______ or _______ (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not fewer than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. Interest on the Security shall be
computed on the basis of a 360 day year of twelve 30 day months.]

       [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ___% per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount so
demanded is paid or made available for payment. Interest on any overdue interest
shall be payable on demand.]

       Payment of the principal of (and premium, if any) and [IF APPLICABLE,
INSERT -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in _________, [IF APPLICABLE,
INSERT -- which shall initially be the [principal corporate trust] office of the
Trustee,] in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts [IF
APPLICABLE, INSERT -- ; PROVIDED, HOWEVER, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].

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

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


                                      -15-
<PAGE>

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

                                                   HEWLETT-PACKARD COMPANY

                                                   By:_________________________
                                                      Title:

Attest:

____________________________________

SECTION 203.   FORM OF REVERSE OF SECURITY.

       This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ____________, ________ (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and Chase Manhattan Bank and Trust Company,
National Association, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee, the holders of Senior Debt and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [IF APPLICABLE, INSERT -- , limited in aggregate principal
amount to $_________].

       [IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not fewer than [IF APPLICABLE, INSERT -- 30] days' notice by
mail, [IF APPLICABLE, INSERT -- (1) on _________ in any year commencing with the
year _____ and ending with the year _____ through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [IF APPLICABLE, INSERT -- on or after _________, 20__], as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed [IF
APPLICABLE, INSERT -- on or before _________, ___%, and if redeemed] during the
12-month period beginning ________ of the years indicated, and thereafter at a
Redemption Price equal to .% of the principal amount, together in the case of
any such redemption [IF APPLICABLE, INSERT -- (whether through operation of the
sinking fund or otherwise)] with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

                      REDEMPTION                         REDEMPTION
                YEAR     PRICE                    YEAR      PRICE
             _________ _________                ________ __________

                                      -16-
<PAGE>

       [IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not fewer than [IF APPLICABLE, INSERT -- 30] days' notice by
mail, (1) on _________ in any year commencing with the year _____ and ending
with the year _____ through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [IF APPLICABLE, INSERT -- on or after __________], as a
whole or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed
during the 12-month period beginning ________ of the years indicated,

                      REDEMPTION PRICE FOR          REDEMPTION PRICE FOR
                      REDEMPTION THROUGH            REDEMPTION OTHERWISE
                        OPERATION OF THE           THAN THROUGH OPERATION
                YEAR      SINKING FUND               OF THE SINKING FUND


and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

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

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

       [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]


                                      -17-
<PAGE>

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

       [IF THE SECURITY IS CONVERTIBLE INTO COMMON STOCK OF THE COMPANY, INSERT
-- Subject to the provisions of the Indenture, the Holder of this Security is
entitled, at its option, at any time on or prior to Maturity (except that, in
case this Security or any portion hereof shall be called for redemption, such
right shall terminate with respect to this Security or portion hereof, as the
case may be, so called for redemption at the close of business on the first
Business Day next preceding the date fixed for redemption as provided in the
Indenture unless the Company defaults in making the payment due upon
redemption), to convert the principal amount of this Security (or any portion
hereof which is $1,000 or an integral multiple thereof), into fully paid and
non-assessable shares (calculated as to each conversion to the nearest 1/100th
of a share) of the Common Stock of the Company, as said shares shall be
constituted at the date of conversion, at the conversion price of $______
principal amount of Securities for each share of Common Stock, or at the
adjusted conversion price in effect at the date of conversion determined as
provided in the Indenture, upon surrender of this Security, together with the
conversion notice hereon duly executed, to the Company at the designated office
or agency of the Company in ____________, accompanied (if so required by the
Company) by instruments of transfer, in form satisfactory to the Company and to
the Trustee, duly executed by the Holder or by its duly authorized attorney in
writing. Such surrender shall, if made during any period beginning at the close
of business on a Regular Record Date and ending at the opening of business on
the Interest Payment Date next following such Regular Record Date (unless this
Security or the portion being converted shall have been called for redemption on
a Redemption Date during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment
Date is not a Business Day, the second such Business Day), also be accompanied
by payment in funds acceptable to the Company of an amount equal to the interest
payable on such Interest Payment Date on the principal amount of this Security
then being converted. Subject to the aforesaid requirement for payment and, in
the case of a conversion after the Regular Record Date next preceding any
Interest Payment Date and on or before such Interest Payment Date, to the right
of the Holder of this Security (or any Predecessor Security) of record at such
Regular Record Date to receive an installment of interest (with certain
exceptions provided in the Indenture), no adjustment is to be made on conversion
for interest accrued hereon or for dividends on shares of Common Stock issued on
conversion. The Company is not required to issue fractional shares upon any such
conversion, but shall make adjustment therefor in cash on the basis of the
current market value of such fractional interest as provided in the Indenture.
The conversion price is subject to adjustment as provided in the Indenture. In
addition, the Indenture provides that in case of certain consolidations or
mergers to which the Company is a party or the sale of substantially all of the
assets of the Company, the Indenture shall be amended, without the consent of
any Holders of Securities, so that this Security, if then outstanding, will be
convertible thereafter, during the period this Security shall be convertible as
specified above, only into the kind and amount of securities, cash and other
property receivable upon the consolidation, merger or sale by a holder of the
number of shares of Common Stock into which this Security might have been


                                      -18-
<PAGE>

converted immediately prior to such consolidation, merger or sale (assuming such
holder of Common Stock failed to exercise any rights of election and received
per share the kind and amount received per share by a plurality of non-electing
shares). In the event of conversion of this Security in part only, a new
Security or Securities for the unconverted portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.]

       [IF THE SECURITY IS CONVERTIBLE INTO OTHER SECURITIES OF THE COMPANY,
SPECIFY THE CONVERSION FEATURES.]

       The indebtedness evidenced by this Security is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment to
the prior payment in full of all Senior Indebtedness of the Company, and this
Security is issued subject to such provisions of the Indenture with respect
thereto. Each Holder of this Security, by accepting the same (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on his
behalf to take such action as may be necessary to appropriate to effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes.

       [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

       [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to --INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

       The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of more than 50% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.


                                      -19-
<PAGE>

       As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

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

       As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

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

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

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


                                      -20-
<PAGE>

       This Security shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of said State, without regard to conflict of laws
principles thereof.

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

SECTION 204.   FORM OF LEGEND FOR GLOBAL SECURITIES.

       Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 205.   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

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

Dated:

                                                 CHASE MANHATTAN BANK AND TRUST
                                                 COMPANY, NATIONAL ASSOCIATION
                                                 As Trustee

                                                 By:____________________________
                                                    Authorized Signatory

SECTION 206.   FORM OF CONVERSION NOTICE.

       Conversion notices shall be in substantially the following form:

       To Hewlett-Packard Company:


                                      -21-
<PAGE>

       The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or portion hereof (which is $[1,000] or an
integral multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Security, and directs that any shares issuable and
deliverable upon the conversion, together with any check in payment for
fractional shares and any Securities representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If this Notice is being delivered on a
date after the close of business on a Regular Record Date and prior to the
opening of business on the related Interest Payment Date (unless this Security
or the portion thereof being converted has been called for redemption on a
Redemption Date during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment
Date is not a Business Day, the second such Business Day), this Notice is
accompanied by payment, in funds acceptable to the Company, of an amount equal
to the interest payable on such Interest Payment Date of the principal of this
Security to be converted. If shares are to be issued in the name of a person
other than the undersigned, the undersigned will pay all transfer taxes payable
with respect hereto. Any amount required to be paid by the undersigned on
account of interest accompanies this Security.

  Principal Amount to be Converted
(in an integral multiple of $1,000, if
              less than all)
             U.S. $ _________

Dated:__________________                      _________________________________

                                              _________________________________
                                              Signature(s) must be guaranteed
                                              by an eligible guarantor
                                              institution (banks, stock brokers,
                                              savings and loan associations and
                                              credit unions with membership in
                                              an approved signature guarantee
                                              medallion program) pursuant to
                                              Securities and Exchange Commission
                                              Rule 17 Ad-15, if shares of Common
                                              Stock are to be delivered, or
                                              Securities to be issued, other
                                              than to and in the name of the
                                              registered owner.

                                              _________________________________
                                              Signature Guaranty

       Fill in for registration of shares of Common Stock and Security if to be
issued otherwise than to the registered Holder.


_____________________________________          ________________________________
(Name)                                         Social Security or Other
                                               Taxpayer
                                               Identification Number
_____________________________________
(Address)

_____________________________________
Please print Name and Address


                                      -22-
<PAGE>

          (including zip code number)

       [The above conversion notice is to be modified, as appropriate, for
conversion into other securities or property of the Company.]

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.   AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

       The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series, any or all of the following:

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

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

       (3) the price or prices at which the Securities of such series will be
offered by the Company (such price or prices to be expressed as percentage of
the principal amount of the Securities of such series);

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

       (5) the date or dates on which the principal of any Securities of the
series is payable;

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

       (7) the rate or rates of interest, if any, payable on overdue
installments of principal of, or any premium or interest on the Securities of
such series, and the basis upon which interest shall be calculated if other
than that of a 360-day year of twelve 30-day months;

                                      -23-
<PAGE>


       (8)     the place or places where the principal of and any premium and
interest on any Securities of the series shall be payable;

       (9)     the period or periods within which, the price or prices at which
and the terms and conditions upon which any Securities of the series may be
redeemed, in whole or in part, at the option of the Company or otherwise and, if
other than by a Board Resolution, the manner in which any election by the
Company to redeem the Securities shall be evidenced;

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

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

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

       (13)    if other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of or any premium
or interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of
"Outstanding" in Section 101;

       (14)    if the principal of or any premium or interest on any Securities
of the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than that or those in
which such Securities are stated to be payable, the currency, currencies or
currency units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods
within which and the terms and conditions upon which such election is to be made
and the amount so payable (or the manner in which such amount shall be
determined);

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

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


                                      -24-
<PAGE>


any date prior to the Stated Maturity (or, in any such case, the manner in which
such amount deemed to be the principal amount shall be determined);

       (17)    if applicable, that the Securities of the series, in whole or any
specified part, shall be defeasible pursuant to Section 1302 or Section 1303 or
both such Sections and, if other than by a Board Resolution, the manner in which
any election by the Company to defease such Securities shall be evidenced and
any changes or additions to the provisions provided in Article 13 of this
Indenture and related definitions and provisions dealing with defeasance,
including the addition of additional covenants that may be subject to the
Company's covenant defeasance option;

       (18)    if applicable, the terms of any right to convert Securities of
the series into, or exchange securities for, shares of Common Stock of the
Company or other securities or property or cash in lieu of such Common Stock or
other securities or property, and any corresponding changes to the provisions of
this Indenture as then in effect;

       (19)    if applicable, that any Securities of the series shall be
issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form
of any legend or legends which shall be borne by any such Global Security in
addition to or in lieu of that set forth in Section 204 and any circumstances in
addition to or in lieu of those set forth in Clause (2) of the last paragraph of
Section 305 in which any such Global Security may be exchanged in whole or in
part for Securities registered, and any transfer of such Global Security in
whole or in part may be registered, in the name or names of Persons other than
the Depositary for such Global Security or a nominee thereof;

       (20)    any addition to or change in the Events of Default which applies
to any Securities of the series and any change in the right of the Trustee or
the requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 502;

       (21)    any Authenticating Agents, Paying Agents or Security Registrars;

       (22)    the terms, if any, of any guarantee of the payment of principal,
premium and interest with respect to Securities of the series and any
corresponding changes to the provisions of this Indenture as then in effect;

       (23)    the terms, if any, of the transfer, mortgage, pledge or
assignment as security for the Securities of the series of any properties,
assets, moneys, proceeds, securities or other collateral, including whether
certain provisions of the Trust Indenture Act are applicable and any
corresponding changes to provisions of this Indenture as then in effect;

       (24)    any addition to or change in the covenants set forth in
Article Ten which applies to Securities of the series; and

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


                                      -25-
<PAGE>


       All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above 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 series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

       The Securities shall be subordinated in right of payment to Senior Debt
as provided in Article Fifteen.

SECTION 302.   DENOMINATIONS.

       The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301.  In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 303.   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

       The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its principal financial officer, its President or one of its Vice
Presidents, its Treasurer or its Assistant Treasurer, attested by its Secretary
or one of its Assistant Secretaries.  The signature of any of these officers on
the Securities may be manual or facsimile.

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

       At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order (which may provide that Securities that are the subject
thereof will be authenticated and delivered by the Trustee from time to time
upon the telephonic or written order of Persons designated in said Company Order
and that such Persons are authorized to determine such terms and conditions of
said Securities as are specified in the Company Order) shall authenticate and
deliver such Securities.  If the form or terms of the Securities of the series
have been established by or pursuant to one or more Board Resolutions as
permitted by Sections 201 and 301, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to


                                      -26-
<PAGE>


receive, and (subject to Section 601) shall be fully protected in relying upon,
a copy of such Board Resolution, the Officers' Certificate setting forth the
terms of the series and an Opinion of Counsel, with such Opinion of Counsel
stating,

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

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

       (3)     that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

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

       Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

       Each Security shall be dated the date of its authentication.

       No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.  Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.


                                      -27-
<PAGE>


SECTION 304.   TEMPORARY SECURITIES.

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

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

SECTION 305.   REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

       The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities.  The Trustee is
hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers of Securities as herein provided.  The Company may change any
Security Registrar without notice to any Holder.  The Company or any of its
Subsidiaries may act as Security Registrar.

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

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


                                      -28-
<PAGE>


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

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

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

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

       The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

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

       (2)     Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (A) such Depositary (i) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or
(ii) has ceased to be a clearing agency registered under the Exchange Act,
(B) there shall have occurred and be continuing an Event of Default with respect
to such Global Security or (C) there shall exist such circumstances, if any, in
addition to or in lieu of the foregoing as have been specified for this purpose
as contemplated by Section 301.

       (3)     Subject to Clause (2) above, any exchange of a Global Security
for other Securities may be made in whole or in part, and all Securities issued
in exchange for a Global Security or any portion thereof shall be registered in
such names as the Depositary for such Global Security shall direct.


                                      -29-
<PAGE>


       (4)     Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof.

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

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

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

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

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

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

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

SECTION 307.   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

       Except as otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more


                                      -30-
<PAGE>


Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.

       In the case of Securities represented by a Global Security registered
in the name of or held by a Depository or its nominee, unless otherwise
specified by Section 301, payment of principal, premium, if any, and
interest, if any, will be made to the Depository or its nominee, as the case
may be, as the registered owner or Holder of such Global Security.  None of
the Company, the Trustee and the Paying Agent, any Authenticating Agent or
the Security Registrant for such Securities will have any responsibility or
liability for any aspect of the records relating to or payments made on
account of a beneficial ownership interest in a Global Security or
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

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

       (1)     The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner.  The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such series
and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided.  Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not fewer
than 10 days prior to the date of the proposed payment and not fewer 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 given to each Holder of Securities of such series in the manner set forth
in Section 106, not fewer than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following Clause (2).

       (2)     The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange,


                                      -31-
<PAGE>


if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this Clause, such manner of payment shall be deemed practicable by
the Trustee.

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

       Subject to the provisions of Section 1402, in the case of any Security
(or any part thereof) which is converted after any Regular Record Date and on or
prior to the next succeeding Interest Payment Date (other than any Security the
principal of (or premium, if any, on) which shall become due and payable,
whether at Stated Maturity or by declaration of acceleration or otherwise prior
to such Interest Payment Date), interest whose Stated Maturity is on such
Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion and such interest (whether or not punctually
paid or duly provided for) shall be paid to the Person in whose name that
Security (or any one or more Predecessor Securities) is registered at the close
of business on such Regular Record Date.  Except as otherwise expressly provided
in the immediately preceding sentence or in Section 1402, in the case of any
Security (or any part thereof) which is converted, interest whose Stated
Maturity is after the date of conversion of such Security (or such part thereof)
shall not be payable.

SECTION 308.   PERSONS DEEMED OWNERS.

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

       In the case of a Global Security, so long as the Depository for such
Global Security, or its nominee, is the registered owner of such Global
Security, such Depository or such nominee, as the case may be, will be
considered the sole owner or Holder of the Securities represented by such Global
Security for all purposes under this Indenture.  Except as provided in Section
305, owners of beneficial interests in a Global Security will not be entitled to
have Securities that are represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of such
Securities in definitive form and will not be considered the owners or Holders
thereof under this Indenture.

       Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall (a) prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by a Depository or (b) impair, as between a
Depository and holders of beneficial interest in any Global Security, the
operation of customary practices governing the exercise of the rights of the
Depository as Holder of such Global Security.


                                      -32-
<PAGE>


       None of the Company, the Trustee, any Paying Agent and Authenticating
Agent or the Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interest in a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interest.

SECTION 309.   CANCELLATION.

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

SECTION 310.   COMPUTATION OF INTEREST.

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

SECTION 311.   CUSIP NUMBERS.

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

                                    ARTICLE FOUR

                             SATISFACTION AND DISCHARGE

SECTION 401.   SATISFACTION AND DISCHARGE OF INDENTURE.

       This Indenture shall upon Company Request cease to be of further effect
with respect to any series of Securities (except as to any surviving rights of
registration of transfer or exchange of


                                      -33-
<PAGE>


Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

       (1)     either

               (A)   all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306 and (ii) Securities for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 1003) have been delivered to the Trustee
for cancellation; or

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

                     (i)    have become due and payable, or

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

                     (iii)  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
lawful money of the United States or U.S. Government Obligations which through
the payment of interest and principal in respect thereof in accordance with
their terms will provide lawful money not later than the due dates of principal
(and any premium) or interest, or any combination thereof  in an amount
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal and any
premium and interest to the date of such deposit (in the case of Securities
which have become due and payable) or to the Stated Maturity or Redemption Date,
as the case may be;

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

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

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


                                      -34-
<PAGE>

SECTION 402.   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 and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

SECTION 403.   REPAYMENT TO THE COMPANY.

       Upon termination of the trust established pursuant to Section 401 hereof,
the Trustee and Paying Agent shall promptly pay to the Company any excess money
or U.S. Government Obligations.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.   EVENTS OF DEFAULT.

       "Event of Default," wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of
Article Fifteen or be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body), except to the extent
such event is specifically deleted or modified as contemplated by Section 301
for the Securities of that series):

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

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

       (3)     default in the deposit of any sinking fund payment, when and
as due by the terms of a Security of that series and continuance of such
default for a period of thirty days;

       (4)     with respect to a series of Securities default in the
performance, or breach, of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with or which has
expressly been included in this Indenture solely for the benefit of series of
Securities other than that series or which has been included in this Indenture
but not made applicable to the Securities of such series), and continuance of
such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that


                                      -35-
<PAGE>

series a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or

       (5)     the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any such decree
or order for relief or any such other decree or order unstayed and in effect for
a period of 90 consecutive days; or

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

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

SECTION 502.   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

       If an Event of Default (other than an Event of Default specified in
Section 501(5) or 501(6)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) 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 amount (or specified amount) shall become
immediately due and payable.  If an Event of Default specified in Section 501(5)
or 501(6) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.  Any
payments by the Company on the Securities following any such


                                      -36-
<PAGE>

acceleration will be subject to the subordination provisions of Article Fifteen
to the extent provided therein.

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

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

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

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

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

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

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

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

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

       The Company covenants that if

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

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

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


                                      -37-
<PAGE>

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

SECTION 504.   TRUSTEE MAY FILE PROOFS OF CLAIM.

       In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding.  In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

       No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

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

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

SECTION 506.   APPLICATION OF MONEY COLLECTED.

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

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



                                      -38-
<PAGE>

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

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

SECTION 507.   LIMITATION ON SUITS.

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

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

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

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

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

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

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

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

       Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date), to convert
such


                                      -39-
<PAGE>

Securities in accordance with Article Fourteen and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

SECTION 509.   RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 510.   RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 511.   DELAY OR OMISSION NOT WAIVER.

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

SECTION 512.   CONTROL BY HOLDERS.

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

       (1)     such direction shall not be in conflict with any rule of law or
with this Indenture and the Trustee shall not have determined that the action so
directed would be unjustly prejudicial to Holders of Securities of that series,
or any other series, not taking part in such direction; and

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


                                      -40-
<PAGE>

SECTION 513.   WAIVER OF PAST DEFAULTS.

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

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

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

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

SECTION 514.   UNDERTAKING FOR COSTS.

       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, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, including legal fees and
expenses, and may assess costs against any such party litigant, in the manner
and to the extent provided in the Trust Indenture Act; provided that neither
this Section nor the Trust Indenture Act shall be deemed to authorize any court
to require such an undertaking or to make such an assessment in any suit
instituted by the Company or in any suit for the enforcement of the right to
convert any Security in accordance with Article Fourteen or in any suit
instituted by the Trustee, to any suit instituted by any Holder or group of
Holders for the enforcement of the payment of the principal of, or any premium
or interest on, any Security on or after the due date for such payment.

SECTION 515.   WAIVER OF USURY, STAY OR EXTENSION LAWS.

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


                                      -41-
<PAGE>

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.   CERTAIN DUTIES AND RESPONSIBILITIES.

       The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act.  Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers.  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.  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, subject to Section 603.

SECTION 602.   NOTICE OF DEFAULTS.

       If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series
notice of such default actually known to it as and to the extent provided by
the Trust Indenture Act; PROVIDED, HOWEVER, that in the case of any default
of the character specified in Section 501(4) with respect to Securities of
such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof.  For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

SECTION 603.   CERTAIN RIGHTS OF TRUSTEE.

       Subject to the provisions of Section 601:

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

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

       (3)     the Trustee may consult with counsel of its selection 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;


                                      -42-
<PAGE>

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

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

       (6)     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;

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

       (8)     the Trustee shall not be deemed to have notice of any default
or Event of Default unless a responsible officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such
a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture;

       (9)     the permissive rights of the Trustee to do the things
enumerated in this Indenture shall not be construed as a duty unless so
specified herein. The Trustee shall not be liable in connection with the
performance of its duties hereunder, except for its own negligence or willful
misconduct; and

       (10)    whenever in the administration of the trusts imposed upon it
by this Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering any action
hereunder, such matter may be deemed to be conclusively proved and
established by an Officer's Certificate, and such Officer's Certificate shall
be full warrant to the Trustee for any action taken or suffered in good faith
under the provisions of the Indenture in reliance upon such Officer's
Certificate, but in its discretion the Trustee may, in lieu thereof, accept
other evidence of such matter or may request such additional evidence as it may
deem reasonable.

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

       The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness.  The Trustee makes no representations
as to the validity, sufficiency or priority of this Indenture or of the
Securities.  Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

SECTION 605.   MAY HOLD SECURITIES AND ACT AS TRUSTEE UNDER OTHER INDENTURES.

       The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
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.

       Subject to the limitations imposed by the Trust Indenture Act, nothing in
this Indenture shall prohibit the Trustee from becoming and acting as trustee
under other indentures under which other securities, or certificates of interest
of participation in other securities, of the Company are outstanding in the same
manner as if it were not Trustee hereunder.


                                      -43-
<PAGE>

SECTION 606.   MONEY HELD IN TRUST.

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

SECTION 607.   COMPENSATION AND REIMBURSEMENT.

       The Company agrees

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

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

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

       When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 501(5) or Section 501(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State Bankruptcy, insolvency or
other similar law.

SECTION 608.   CONFLICTING INTERESTS.

       If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.  To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

SECTION 609.   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

       There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series.  Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has


                                      -44-
<PAGE>

(or if the Trustee is a member of a bank holding company system, its bank
holding company has) a combined capital and surplus of at least $50,000,000. If
any such Person publishes reports of condition at least annually, pursuant to
law or to the requirements of its supervising or examining authority, then for
the purposes of this Section and to the extent permitted by the Trust Indenture
Act, the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee with respect to the Securities of any
series shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

SECTION 610.   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

       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, at the
expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

       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. 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 removal the Trustee being removed may petition,
at the expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

       If at any time:

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

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

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


                                      -45-

<PAGE>

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

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

       The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

SECTION 611.   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

       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.


                                      -46-
<PAGE>

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

       Upon the reasonable written 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 the first or second preceding paragraph, as the case may
be.

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

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

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


                                      -47-
<PAGE>

deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

SECTION 613.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

SECTION 614.   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
and upon 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 of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having (or if the Authenticating Agent is a member of a bank holding
company system, its bank holding company has) a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

       Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all 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


                                      -48-
<PAGE>

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 give notice of such appointment in the manner provided in Section 106 to
all Holders of Securities of the series with respect to which such
Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

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

       If an appointment with respect to one or more series is made pursuant to
this Section 612, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

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

                                       CHASE MANHATTAN BANK AND TRUST
                                       COMPANY, NATIONAL ASSOCIATION,
                                       As Trustee

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

                                       By:
                                           ---------------------------
                                           Authorized Signatory


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

       (1)    semi-annually, not later than 15 days after the Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of Securities of each series as of such Regular
Record Date, as the case may be, and


                                      -49-
<PAGE>

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

provided that no such list need be furnished by the Company to the Trustee so
long as the Trustee is acting as Security Registrar.

SECTION 702.   PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

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

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

       Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

SECTION 703.   REPORTS BY TRUSTEE.

       The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

       If required by Section 313(a) of the Trust Indenture Act, the Trustee
shall, within sixty days after each ____________ following the date of this
Indenture deliver to Holders a brief report, dated as of such ____________,
which complies with the provisions of such Section 313(a).

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

SECTION 704.   REPORTS BY COMPANY.

       The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to the Trust Indenture Act; provided that any
such information, documents or reports required to be filed with the


                                      -50-
<PAGE>

Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed
with the Trustee within 15 days after the same is so required to be filed with
the Commission.

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

       The Company shall not consolidate with or merge into any other Person (in
a transaction in which the Company is not the surviving corporation) or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless:

       (1)    in case the Company shall consolidate with or merge into another
Person (in a transaction in which the Company is not the surviving corporation)
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, the Person formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety shall be a corporation, limited liability company, partnership, trust
or other business entity, shall be organized and validly existing under the laws
of the United States of America, any State thereof or the District of Columbia
and shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium and interest on all the
Securities and the performance or observance of every covenant of this Indenture
on the part of the Company to be performed or observed and the conversion rights
shall be provided for in accordance with Article Fourteen, if applicable, or as
otherwise specified pursuant to Section 301, by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee, by
the Person (if other than the Company) formed by such consolidation or into
which the Company shall have been merged or by the Person which shall have
acquired the Company's assets;

       (2)    immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing; and

       (3)    the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.

SECTION 802.   SUCCESSOR SUBSTITUTED.

       Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation or


                                      -51-
<PAGE>

into which the Company is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

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

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

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

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

       (6)    to secure the Securities; or


                                      -52-
<PAGE>

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

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

       (9)    to make provision with respect to the conversion rights of Holders
pursuant to the requirements of Article Fourteen, including providing for the
conversion of the securities into any security (other than the Common Stock of
the Company) or property of the Company; or

       (10)   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, provided that such action pursuant to this Clause (10)
shall not adversely affect the interests of the Holders of Securities of any
series in any material respect; or

       (11)   to supplement any of the provisions of the Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Articles Four and Thirteen,
provided that any such action shall not adversely affect the interests of the
Holders of Securities of such series or any other series of Securities in any
material respect.

SECTION 902.   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

       With the consent of the Holders of a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; PROVIDED, HOWEVER, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

       (1)    change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security or any other Security which 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 interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or modify the provisions of this Indenture with respect to the
subordination of such series of Securities in a manner adverse to the Holders of
Securities of such series, or


                                      -53-
<PAGE>

       (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

       (3)    modify any of the provisions of this Section, Section 513 or
Section 1008, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby; PROVIDED,
HOWEVER, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 1008, or the deletion of this
proviso, in accordance with the requirements of Sections 611 and 901(8), or

       (4)    if applicable, make any change that adversely affects the right to
convert any security as provided in Article Fourteen or pursuant to Section 301
(except as permitted by Section 901(9)) or decrease the conversion rate or
increase the conversion price of any such security.

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

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

SECTION 903.   EXECUTION OF SUPPLEMENTAL INDENTURES.

       In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Sections 601 and 603) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture.  The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904.   EFFECT OF SUPPLEMENTAL INDENTURES.

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


                                      -54-
<PAGE>


SECTION 905.   CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 906.   REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

SECTION 907.   SUBORDINATION UNIMPAIRED.

       No provision in any supplemental indenture which affects the superior
position of the holders of Senior Debt shall be effective against holders of
Senior Debt.

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

       The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.

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


                                      -55-
<PAGE>


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

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

       If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure 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 or any premium or interest on any Securities of that series, deposit with
a Paying Agent a sum sufficient to pay such principal or any premium or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal or any 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 (and premium, if any) or interest on the Securities
of that series; and (3) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums held in trust by such Paying Agent for payment in respect of
the Securities of that series.

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

       Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security of any series and

                                      -56-
<PAGE>


remaining unclaimed for a period ending on the earlier of the date that is
ten Business Days prior to the date such money would escheat to the State or
two years after such principal (and premium, if any) or interest has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only
to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.

SECTION 1004.  STATEMENT BY OFFICERS AS TO DEFAULT.

       The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers
thereof the Company is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.  The fiscal year of the
Company ends on October 31; and the Company will give the Trustee prompt
written notice of any change of its fiscal year.

SECTION 1005.  EXISTENCE.

       Subject to Article Eight, the Company will do or cause to be done all
things reasonably necessary to preserve and keep in full force and effect its
corporate existence.

SECTION 1006.  MAINTENANCE OF PROPERTIES.

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

SECTION 1007.  PAYMENT OF TAXES AND OTHER CLAIMS.

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


                                      -57-
<PAGE>


discharge would not have a material adverse effect on the assets, business,
operations, properties or condition (financial or otherwise) of the Company and
its subsidiaries, taken as a whole.

SECTION 1008.  WAIVER OF CERTAIN COVENANTS.

       Except as otherwise specified as contemplated by Section 301 for
Securities of such series or in a supplemental indenture, the Company may, with
respect to the Securities of any series, omit in any particular instance to
comply with any term, provision or condition set forth in any covenant provided
pursuant to Section 301(19), 901(2), 901(7), 1006 or 1007 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.

SECTION 1009.  CALCULATION OF ORIGINAL ISSUE DISCOUNT.

       The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  APPLICABILITY OF ARTICLE.

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

SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

       The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by
Section 301 for such Securities.  In case of any redemption at the election of
the Company of the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 40 days (or 45
days if fewer than all the Securities of any series are to be redeemed) prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed.  In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities


                                      -58-
<PAGE>


or elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

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

       If fewer than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by lot, or in the Trustee's discretion, on
a pro-rata basis or by such other method as the Trustee may deem fair and
appropriate, provided that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be fewer than
the minimum authorized denomination) for such Security.  If fewer than all the
Securities of such series and of a specified tenor are to be redeemed (unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 45 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.

       If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed
(so far as may be), at the option of the Company to be the portion selected
for redemption.  Securities which have been converted during a selection of
Securities to be redeemed shall be treated by the Trustee as Outstanding for
the purpose of such selection.

       The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be
redeemed.

       The provisions of the three preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part.  In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

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

SECTION 1104.  NOTICE OF REDEMPTION.

       Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not fewer 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 each
Holder of Securities to be redeemed, at its address appearing in the Security
Register.


                                      -59-
<PAGE>


       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 of 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 identify the Securities to be redeemed
(including CUSIP number(s)) and shall state:

       (1)     the Redemption Date,

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

       (3)     if fewer than all the Outstanding Securities of any series
consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal
amounts) of the particular Securities to be redeemed and, if fewer than all the
Outstanding Securities of any series consisting of a single Security are to be
redeemed, the principal amount of the particular Security to be redeemed,

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

       (5)     the place or places where each such Security is to be surrendered
for payment of the Redemption Price,

       (6)     if applicable, the conversion price, that the date on which the
right to convert the principal of the Securities or the portions thereof to be
redeemed will terminate will be the Business Day prior to the Redemption Date
and the place or places where such Securities may be surrendered for conversion,

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

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

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


                                      -60-
<PAGE>


SECTION 1105.  DEPOSIT OF REDEMPTION PRICE.

       On or prior to 11:00 a.m., New York time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 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, all the Securities which are to be redeemed on that date.

       If any Security called for redemption is converted, any money deposited
with the Trustee or with a Paying Agent or so segregated and held in trust for
the redemption of such Security shall (subject to the right of any Holder of
such Security to receive interest as provided in the last paragraph of
Section 307) be paid to the Company on Company Request, or if then held by the
Company, shall be discharged from such trust.

SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE.

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

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

SECTION 1107.  SECURITIES REDEEMED IN PART.

       Any Security which is to be redeemed only in part shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or its attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.  If a Security in global form is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to the
U.S. Depositary or other Depositary for such Security in global form as shall be
specified in the Company Order with respect thereto to the Trustee, without
service charge, a new Security in global form in


                                      -61-
<PAGE>


denomination equal to and in exchange for the unredeemed portion of the
principal of the Security in global form so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.  APPLICABILITY OF ARTICLE.

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

       The minimum amount of any sinking fund payment provided for by the terms
of any Securities is herein referred to as a "mandatory sinking fund payment,"
and any payment in excess of such minimum amount provided for by the terms of
such Securities is herein referred to as an "optional sinking fund payment." If
provided for by the terms of any Securities, 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 as provided for by
the terms of such Securities.

SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

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

SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUND.

       Not fewer than 60 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered.  Not fewer than 30 days prior to 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


                                      -62-
<PAGE>


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

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.  COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

       The Company may elect, at its option at any time, to have Section 1302 or
Section 1303 applied to any Securities or any series of Securities, as the case
may be, designated pursuant to Section 301 as being defeasible pursuant to such
Section 1302 or 1303, in accordance with any applicable requirements provided
pursuant to Section 301 and upon compliance with the conditions set forth below
in this Article.  Any such election shall be evidenced by a Board Resolution or
in another manner specified as contemplated by Section 301 for such Securities.

SECTION 1302.  DEFEASANCE AND DISCHARGE.

       Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be, the Company shall be deemed to have been discharged from its obligations,
and the provisions of Article Fifteen shall cease to be effective, with respect
to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called
"Defeasance").  For this purpose, such Defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by
such Securities and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 1304 and
as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on such Securities when payments are due, (2) the
Company's obligations with respect to such Securities under Sections 304, 305,
306, 1002 and 1003, and, if applicable, Article Fourteen, (3) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (4) this
Article.  Subject to compliance with this Article, the Company may exercise its
option (if any) to have this Section applied to any Securities notwithstanding
the prior exercise of its option (if any) to have Section 1303 applied to such
Securities.

SECTION 1303.  COVENANT DEFEASANCE.

       Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Article 8, Sections 704
and 1006 through 1007, inclusive, and any covenants provided pursuant to
Section 301(19), 901(2) or 901(7) and (2) the occurrence of any event specified
in Sections 501(4) (with respect to any of Article 8, Section 704 or Sections
1006 through 1007,


                                      -63-
<PAGE>


inclusive, and any such covenants provided pursuant to Section 301(19), 901(2)
or 901(7)), shall be deemed not to be or result in an Event of Default, and (3)
the provisions of Article Fifteen shall cease to be effective, in each case with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such specified Section (to the extent so specified in the case of Section
501(4)) or Article Fifteen, whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or Article or by reason of any
reference in any such Section or Article to any other provision herein or in any
other document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

SECTION 1304.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

       The following shall be the conditions to the application of Section 1302
or Section 1303 to any Securities or any series of Securities, as the case may
be:

       (1)     The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and agrees to comply with the provisions of this
Article applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such Securities, (A) money in an amount, or
(B) U.S. Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying trustee)
to pay and discharge, the principal of and any premium and interest on such
Securities on the respective Stated Maturities, in accordance with the terms of
this Indenture and such Securities.  As used herein, "U.S. Government
Obligation" means (x) any security which is (i) a direct obligation of the
United States of America for the payment of which the full faith and credit of
the United States of America is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, which, in
either case (i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S.
Government Obligation which is specified in Clause (x) above and held by such
bank for the account of the holder of such depositary receipt, or with respect
to any specific payment of principal of or interest on any U.S. Government
Obligation which is so specified and held, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of principal or interest evidenced by such depositary receipt.


                                      -64-
<PAGE>


       (2)     In the event of an election to have Section 1302 apply to any
Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (A) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling or (B) since the date of this instrument, there has been a change in
the applicable Federal income tax law, in either case (A) or (B) to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit, Defeasance and discharge to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.

       (3)     In the event of an election to have Section 1303 apply to any
Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities will not recognize gain or loss for Federal income
tax purposes as a result of the deposit and Covenant Defeasance to be effected
with respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if
such deposit and Covenant Defeasance were not to occur.

       (4)     The Company shall have delivered to the Trustee an Officers'
Certificate to the effect that neither such Securities nor any other Securities
of the same series, if then listed on any securities exchange, will be delisted
as a result of such deposit.

       (5)     No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing at the time of such deposit or,
with regard to any such event specified in Sections 501(5) and (6), at any time
on or prior to the 90th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such 90th day).

       (6)     Such Defeasance or Covenant Defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of such Act).

       (7)     Such Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which it is bound.

       (8)     Such Defeasance or Covenant Defeasance shall not result in the
trust arising from such deposit constituting an investment company within the
meaning of the Investment Company Act unless such trust shall be registered
under such Act or exempt from registration thereunder.

       (9)     At the time of such deposit, (A) no default in the payment of any
principal of or premium or interest on any Senior Debt shall have occurred and
be continuing, (B) no event of default with respect to any Senior Debt shall
have resulted in such Senior Debt becoming, and continuing to be, due and
payable prior to the date on which it would otherwise have become due


                                      -65-
<PAGE>


and payable (unless payment of such Senior Debt has been made or duly provided
for), and (C) no other event of default with respect to any Senior Debt shall
have occurred and be continuing permitting (after notice or lapse of time or
both) the holders of such Senior Debt (or a trustee on behalf of such holders)
to declare such Senior Debt due and payable prior to the date on which it would
otherwise have become due and payable.

       (10)   The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.

SECTION 1305.  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
               TRUST; MISCELLANEOUS PROVISIONS.

       Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.  Money and U.S.
Government Obligations so held in trust shall not be subject to the provisions
of Article Fifteen.

       The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

       Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

SECTION 1306.  REINSTATEMENT.

       If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit


                                      -66-

<PAGE>

had occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 1305 with respect to such Securities in accordance
with this Article; PROVIDED, HOWEVER, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money so held in trust.

                                ARTICLE FOURTEEN

                      CONVERSION AND EXCHANGE OF SECURITIES

SECTION 1401.  APPLICABILITY OF ARTICLE.

       The provisions of this Article shall be applicable to the Securities of
any series which are convertible or exchangeable into shares of Common Stock of
the Company, and the issuance of such shares of Common Stock upon the conversion
or exchange of such Securities, except as otherwise specified as contemplated by
Section 301 for the Securities of such series.

SECTION 1402.  EXERCISE OF CONVERSION AND EXCHANGE PRIVILEGE.

       In order to exercise a conversion or exchange privilege, the Holder of a
Security of a series with such a privilege shall surrender such Security to the
Company at the office or agency maintained for that purpose pursuant to
Section 1002, accompanied by a duly executed conversion or exchange notice to
the Company substantially in the form set forth in Section 206 stating that the
Holder elects to convert or exchange such Security or a specified portion
thereof.  Such notice shall also state, if different from the name and address
of such Holder, the name or names (with address) in which the certificate or
certificates for shares of Common Stock which shall be issuable on such
conversion or exchange shall be issued.  Securities surrendered for conversion
or exchange shall (if so required by the Company or the Trustee) be duly
endorsed by or accompanied by instruments of transfer in forms satisfactory to
the Company and the Trustee duly executed by the registered Holder or its
attorney duly authorized in writing; and Securities so surrendered for
conversion or exchange (in whole or in part) during the period from the close of
business on any Regular Record Date to the opening of business on the next
succeeding Interest Payment Date (excluding Securities or portions thereof
called for redemption during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment
Date is not a Business Day, the second such Business Day) shall also be
accompanied by payment in funds acceptable to the Company of an amount equal to
the interest payable on such Interest Payment Date on the principal amount of
such Security then being converted or exchanged, and such interest shall be
payable to such registered Holder notwithstanding the conversion or exchange of
such Security, subject to the provisions of Section 307 relating to the payment
of Defaulted Interest by the Company.  As promptly as practicable after the
receipt of such notice and of any payment required pursuant to a Board
Resolution and, subject to Section 303, set forth, or determined in the manner
provided, in an Officers' Certificate, or established in one or more indentures
supplemental hereto setting forth the terms of such series of Security, and the
surrender of such Security in accordance with such


                                      -67-

<PAGE>

reasonable regulations as the Company may prescribe, the Company shall issue and
shall deliver, at the office or agency at which such Security is surrendered, to
such Holder or on its written order, a certificate or certificates for the
number of full shares of Common Stock issuable upon the conversion or exchange
of such Security (or specified portion thereof), in accordance with the
provisions of such Board Resolution, Officers' Certificate or supplemental
indenture, and cash as provided therein in respect of any fractional share of
such Common Stock otherwise issuable upon such conversion or exchange. Such
conversion or exchange shall be deemed to have been effected immediately prior
to the close of business on the date on which such notice and such payment, if
required, shall have been received in proper order for conversion or exchange by
the Company and such Security shall have been surrendered as aforesaid (unless
such Holder shall have so surrendered such Security and shall have instructed
the Company to effect the conversion or exchange on a particular date following
such surrender and such Holder shall be entitled to convert or exchange such
Security on such date, in which case such conversion or exchange shall be deemed
to be effected immediately prior to the close of business on such date) and at
such time the rights of the Holder of such Security as such Security Holder
shall cease and the person or persons in whose name or names any certificate or
certificates for shares of Common Stock of the Company shall be issuable upon
such conversion or exchange shall be deemed to have become the Holder or Holders
of record of the shares represented thereby. Except as set forth above and
subject to the final paragraph of Section 307, no payment or adjustment shall be
made upon any conversion or exchange on account of any interest accrued on the
Securities (or any part thereof) surrendered for conversion or exchange or on
account of any dividends on the Common Stock of the Company issued upon such
conversion or exchange.

       In the case of any Security which is converted or exchanged in part only,
upon such conversion or exchange the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Company, a new Security or Securities of the same series, of
authorized denominations, in aggregate principal amount equal to the unconverted
or unexchanged portion of such Security.

SECTION 1403.  NO FRACTIONAL SHARES.

       No fractional share of Common Stock of the Company shall be issued upon
conversions or exchanges of Securities of any series.  If more than one Security
shall be surrendered for conversion or exchange at one time by the same Holder,
the number of full shares which shall be issuable upon conversion or exchange
shall be computed on the basis of the aggregate principal amount of the
Securities (or specified portions thereof to the extent permitted hereby) so
surrendered.  If, except for the provisions of this Section 1403, any Holder of
a Security or Securities would be entitled to a fractional share of Common Stock
of the Company upon the conversion or exchange of such Security or Securities,
or specified portions thereof, the Company shall pay to such Holder an amount in
cash equal to the current market value of such fractional share computed, (i) if
such Common Stock is listed or admitted to unlisted trading privileges on a
national securities exchange or market, on the basis of the last reported sale
price regular way on such exchange or market on the last trading day prior to
the date of conversion or exchange upon which such a sale shall have been
effected, or (ii) if such Common Stock is not at the time so listed or admitted
to unlisted trading


                                      -68-

<PAGE>

privileges on a national securities exchange or market, on the basis of the
average of the bid and asked prices of such Common Stock in the over-the-counter
market, on the last trading day prior to the date of conversion or exchange, as
reported by the National Quotation Bureau, Incorporated or similar organization
if the National Quotation Bureau, Incorporated is no longer reporting such
information, or if not so available, the fair market price as determined by the
Board of Directors. For purposes of this Section, "trading day" shall mean each
Monday, Tuesday, Wednesday, Thursday and Friday other than any day on which the
Common Stock is not traded on the New York Stock Exchange, or if the Common
Stock is not traded on the New York Stock Exchange, on the principal exchange or
market on which the Common Stock is traded or quoted.

SECTION 1404.  ADJUSTMENT OF CONVERSION AND EXCHANGE PRICE.

       The conversion or exchange price of Securities of any series that is
convertible or exchangeable into Common Stock of the Company shall be adjusted
for any stock dividends, stock splits, reclassifications, combinations or
similar transactions in accordance with the terms of the supplemental indenture
or Board Resolutions setting forth the terms of the Securities of such series.

       Whenever the conversion or exchange price is adjusted, the Company shall
compute the adjusted conversion or exchange price in accordance with terms of
the applicable Board Resolution or supplemental indenture and shall prepare an
Officers' Certificate setting forth the adjusted conversion or exchange  price
and showing in reasonable detail the facts upon which such adjustment is based,
and such certificate shall forthwith be filed at each office or agency
maintained for the purpose of conversion or exchange of Securities pursuant to
Section 1002 and, if different, with the Trustee.  The Company shall forthwith
cause a notice setting forth the adjusted conversion or exchange price to be
mailed, first class postage prepaid, to each Holder of Securities of such series
at its address appearing on the Security Register and to any conversion or
exchange agent other than the Trustee.

SECTION 1405.  NOTICE OF CERTAIN CORPORATE ACTIONS.

       In case:

       (1)    the Company shall declare a dividend (or any other distribution)
on its Common Stock payable otherwise than in cash out of its retained earnings
(other than a dividend for which approval of any shareholders of the Company is
required) that would require an adjustment pursuant to Section 1404; or

       (2)    the Company shall authorize the granting to all or substantially
all of the holders of its Common Stock of rights, options or warrants to
subscribe for or purchase any shares of capital stock of any class or of any
other rights (other than any such grant for which approval of any shareholders
of the Company is required); or

       (3)    of any reclassification of the Common Stock of the Company (other
than a subdivision or combination of its outstanding shares of Common Stock, or
of any consolidation, merger or share exchange to which the Company is a party
and for which approval of any


                                      -69-

<PAGE>

shareholders of the Company is required), or of the sale of all or substantially
all of the assets of the Company; or

       (4)    of the voluntary or involuntary dissolution, liquidation or
winding up of the Company; then the Company shall cause to be filed with the
Trustee, and shall cause to be mailed to all Holders at their last addresses as
they shall appear in the Security Register, at least 20 days (or 10 days in any
case specified in Clause (1) or (2) above) prior to the applicable record date
hereinafter specified, a notice stating (i) the date on which a record is to be
taken for the purpose of such dividend, distribution, rights, options or
warrants, or, if a record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend, distribution, rights,
options or warrants are to be determined, or (ii) the date on which such
reclassification, consolidation, merger, share exchange, sale, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, share exchange,
sale, dissolution, liquidation or winding up.  If at any time the Trustee shall
not be the conversion or exchange agent, a copy of such notice shall also
forthwith be filed by the Company with the Trustee.

SECTION 1406.  RESERVATION OF SHARES OF COMMON STOCK.

       The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion or exchange of Securities, the full number
of shares of Common Stock of the Company then issuable upon the conversion or
exchange of all outstanding Securities of any series that has conversion or
exchange rights.

SECTION 1407.  PAYMENT OF CERTAIN TAXES UPON CONVERSION AND EXCHANGE.

       Except as provided in the next sentence, the Company will pay any and all
taxes that may be payable in respect of the issue or delivery of shares of its
Common Stock on conversion or exchange of Securities pursuant hereto.  The
Company shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issue and delivery of shares of its
Common Stock in a name other than that of the Holder of the Security or
Securities to be converted or exchanged, and no such issue or delivery shall be
made unless and until the person requesting such issue has paid to the Company
the amount of any such tax, or has established, to the satisfaction of the
Company, that such tax has been paid.

SECTION 1408.  NONASSESSABILITY.

       The Company covenants that all shares of its Common Stock which may be
issued upon conversion or exchange of Securities will upon issue in accordance
with the terms hereof be duly and validly issued and fully paid and
nonassessable.

SECTION 1409.  PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS.


                                      -70-

<PAGE>

       In case of any consolidation or merger of the Company with or into any
other Person, any merger of another Person with or into the Company (other than
a merger which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock of the Company) or any
conveyance, sale, transfer or lease of all or substantially all of the assets of
the Company, the Person formed by such consolidation or resulting from such
merger or which acquires such assets, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture providing that the Holder of
each Security of a series then Outstanding that is convertible or exchangeable
into Common Stock of the Company shall have the right thereafter (which right
shall be the exclusive conversion or exchange right thereafter available to said
Holder), during the period such Security shall be convertible or exchangeable,
to convert or exchange such Security only into the kind and amount of
securities, cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer or lease by a holder of the number of shares of
Common Stock of the Company into which such Security might have been converted
or exchanged immediately prior to such consolidation, merger, conveyance, sale,
transfer or lease, assuming such holder of Common Stock of the Company (i) is
not a Person with which the Company consolidated or merged with or into or which
merged into or with the Company or to which such conveyance, sale, transfer or
lease was made, as the case may be (a "Constituent Person"), or an Affiliate of
a Constituent Person and (ii) failed to exercise his rights of election, if any,
as to the kind or amount of securities, cash and other property receivable upon
such consolidation, merger, conveyance, sale, transfer or lease (PROVIDED that
if the kind or amount of securities, cash and other property receivable upon
such consolidation, merger, conveyance, sale, transfer, or lease is not the same
for each share of Common Stock of the Company held immediately prior to such
consolidation, merger, conveyance, sale, transfer or lease by others than a
Constituent Person or an Affiliate thereof and in respect of which such rights
of election shall not have been exercised ("Non-electing Share"), then for the
purpose of this Section 1409 the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, conveyance, sale, transfer
or lease by the holders of each Non-electing Share shall be deemed to be the
kind and amount so receivable per share by a plurality of the Non-electing
Shares).  Such supplemental indenture shall provide for adjustments which, for
events subsequent to the effective date of such supplemental indenture, shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Article or in accordance with the terms of the supplemental indenture or
Board Resolutions setting forth the terms of such adjustments.  The above
provisions of this Section 1409 shall similarly apply to successive
consolidations, mergers, conveyances, sales, transfers or leases.  Notice of the
execution of such a supplemental indenture shall be given by the Company to the
Holder of each Security of a series that is convertible or exchangeable into
Common Stock of the Company as provided in Section 106 promptly upon such
execution.

       Neither the Trustee nor any conversion or exchange agent, if any, shall
be under any responsibility to determine the correctness of any provisions
contained in any such supplemental indenture relating either to the kind or
amount of shares of stock or other securities or property or cash receivable by
Holders of Securities of a series convertible or exchangeable into Common Stock
of the Company upon the conversion or exchange of their Securities after any
such consolidation, merger, conveyance, transfer, sale or lease or to any such
adjustment, but may accept as conclusive evidence of the correctness of any such
provisions, and shall be protected in relying upon, an


                                      -71-

<PAGE>

Opinion of Counsel with respect thereto, which the Company shall cause to be
furnished to the Trustee upon request.

SECTION 1410.  DUTIES OF TRUSTEE REGARDING CONVERSION AND EXCHANGE.

       Neither the Trustee nor any conversion or exchange agent shall at any
time be under any duty or responsibility to any Holder of Securities of any
series that is convertible or exchangeable into Common Stock of the Company to
determine whether any facts exist which may require any adjustment of the
conversion or exchange price, or with respect to the nature or extent of any
such adjustment when made, or with respect to the method employed, whether
herein or in any supplemental indenture (or whether any provisions of any
supplemental indenture are correct), any resolutions of the Board of Directors
or written instrument executed by one or more officers of the Company provided
to be employed in making the same.  Neither the Trustee nor any conversion or
exchange agent shall be accountable with respect to the validity or value (or
the kind or amount) of any shares of Common Stock of the Company, or of any
securities or property, which may at any time be issued or delivered upon the
conversion or exchange of any Securities and neither the Trustee nor any
conversion or exchange agent makes any representation with respect thereto.
Subject to the provisions of Section 601, neither the Trustee nor any conversion
or exchange agent shall be responsible for any failure of the Company to issue,
transfer or deliver any shares of its Common Stock or stock certificates or
other securities or property upon the surrender of any Security for the purpose
of conversion or exchange or to comply with any of the covenants of the Company
contained in this Article Fourteen or in the applicable supplemental indenture,
resolutions of the Board of Directors or written instrument executed by one or
more duly authorized officers of the Company.

SECTION 1411.  REPAYMENT OF CERTAIN FUNDS UPON CONVERSION AND EXCHANGE.

       Any funds which at any time shall have been deposited by the Company or
on its behalf with the Trustee or any other paying agent for the purpose of
paying the principal of, and premium, if any, and interest, if any, on any of
the Securities (including, but not limited to, funds deposited for the sinking
fund referred to in Article Twelve hereof and funds deposited pursuant to
Article Thirteen hereof) and which shall not be required for such purposes
because of the conversion or exchange of such Securities as provided in this
Article Fourteen shall after such conversion or exchange be repaid to the
Company by the Trustee upon the Company's written request.

                                 ARTICLE FIFTEEN

                           SUBORDINATION OF SECURITIES

SECTION 1501.  SECURITIES SUBORDINATE TO SENIOR DEBT.

       The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article Fifteen, the indebtedness
represented by the Securities and the payment of the principal


                                      -72-

<PAGE>

of and premium, if any, and interest on each and all of the Securities are
hereby expressly made subordinate and subject in right of payment to the
prior payment in full of all Senior Debt. Senior Debt shall continue to be
Senior Debt and entitled to the benefits of these subordination provisions
regardless of any amendment, modification or waiver of any term of Senior
Debt or extension or renewal of Senior Debt.

SECTION 1502.  PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

       Upon any distribution of assets of the Company in the event of:

       (a) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relative to the Company or to its creditors, as such, or to its
assets, or

       (b) any liquidation, dissolution or other winding up of the Company,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or

       (c) any assignment for the benefit of creditors or any other marshaling
of assets and liabilities of the Company,

then and in any such event the holders of Senior Debt shall be entitled to
receive:

              (1)   payment in full of all amounts due or to become due on or
       in respect of all Senior Debt, or provision shall be made for such
       payment in money or money's worth, before the Holders of the Securities
       are entitled to receive any payment on account of principal, premium, if
       any, and interest on the Securities, and

              (2)   any payment or distribution of any kind or character,
       whether in cash, property or securities, which may be payable or
       deliverable in respect of the Securities in any such case, proceeding,
       dissolution, liquidation or other winding up or event, including any such
       payment or distribution which may be payable or deliverable by reason of
       the payment of any other indebtedness of the Company being subordinated
       to the payment of the Securities.

       In the event that, notwithstanding the foregoing provisions of this
Section 1502, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other indebtedness of the Company being subordinated to the payment of the
Securities, before all Senior Debt is paid in full or payment thereof provided
for, and if such fact shall, at or prior to the time of such payment or
distribution, have been made known to the Trustee or, as the case may be, such
Holder, then in such event such payment or distribution shall be paid over or
delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company for application to the payment of all Senior Debt
remaining unpaid, to the extent necessary to pay all Senior Debt in full, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Debt.

       The consolidation of the Company with, or the merger of the Company into,
another person or the liquidation or dissolution of the Company following the
conveyance or transfer of its


                                      -73-

<PAGE>

properties and assets substantially as an entirety to another person upon the
terms and conditions set forth in Article Eight shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshalling of assets and liabilities of the Company for the
purposes of this Section 1502 if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer such properties and assets substantially as an entirety, as the case
may be, shall as part of such consolidation, merger, conveyance or transfer,
comply with the conditions set forth in Article Eight.

SECTION 1503.  PAYMENT PERMITTED IF NO DEFAULT.

       Nothing contained in this Article Fifteen or elsewhere in this Indenture
or in any of the Securities shall prevent (a) the Company, at any time except
during the pendency of any case, proceeding, dissolution, liquidation or other
winding up, assignment for the benefit of creditors or other marshalling of
assets and liabilities of the Company referred to in Section 1502, from making
payments at any time of principal amount, premium, if any or interest, as the
case may be, in respect of the Securities, or (b) the application by the Trustee
of any money deposited with it hereunder to payment of or on account of the
principal, premium, if any, or interest, as the case may be, in respect of the
Securities or the retention of such payment by the Holders of the Securities,
if, at the time of such application by the Trustee, the Trustee did not have
actual knowledge that such payment would have been prohibited by the provisions
of this Article Fifteen.

SECTION 1504.  SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT.

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

SECTION 1505.  PROVISIONS SOLELY TO DEFINE RELATIVE RIGHT.

       The provisions of this Article Fifteen are and are intended solely for
the purpose of defining the relative rights of the Holders of the Securities, on
the one hand, and the holders of Senior Debt, on the other hand.  Nothing
contained in this Article Fifteen or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Debt and the Holders of the Securities,
the obligation of the Company, which is absolute


                                      -74-

<PAGE>

and unconditional (and which, subject to the rights under this Article Fifteen
of the holders of Senior Debt, is intended to rank equally with all other
general obligations of the Company), to pay to the Holders of the Securities the
principal, premium, if any, or interest on the Securities as and when the same
shall become due and payable in accordance with their terms; or (b) affect the
relative rights against the Company of the Holders of the Securities and
creditors of the Company other than the holders of Senior Debt; or (c) prevent
the Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article Fifteen of the holders of Senior Debt to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.

SECTION 1506.  TRUSTEE TO EFFECTUATE SUBORDINATION.

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

SECTION 1507.  NO WAIVER OF SUBORDINATION PROVISIONS.

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

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

SECTION 1508.  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

       Upon any payment or distribution of assets of the Company referred to in
this Article Fifteen, the Trustee and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the Trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
Person making such payment or distribution, delivered to the


                                      -75-

<PAGE>

Trustee or to the Holders of Securities, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
the Senior Debt and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Fifteen.

SECTION 1509.  TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.

       The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Company or to any other Person cash, property or
securities to which any holders of Senior Debt shall be entitled by virtue of
this Article Fifteen or otherwise. The Trustee shall not be charged with
knowledge of the existence of Senior Debt or of any facts that would prohibit
any payment hereunder or that would permit the resumption of any such payment
unless the Trustee shall have received actual notice to that effect.  With
respect to the holders of Senior Debt, the Trustee undertakes to perform or
to observe only such of its covenants or obligations as are specifically set
forth in this Article Fifteen and no implied covenants or obligations with
respect to holders of Senior Debt shall be read into this Indenture against
the Trustee.

SECTION 1510.  RIGHTS OF TRUSTEE AS HOLDERS OF SENIOR DEBT; PRESERVATION OF
               TRUSTEE'S RIGHTS.

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

       Nothing in this Article Fifteen shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 607.

SECTION 1511.  ARTICLE FIFTEEN APPLICABLE TO PAYING AGENTS.

       In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article Fifteen in addition to or in place of the Trustee;
PROVIDED, HOWEVER, that Section 1509 and 1511 shall not apply to the Company or
any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

SECTION 1512.  CERTAIN CONVERSIONS NOT DEEMED PAYMENT.

       For the purposes of this Article Fifteen only, (1) the issuance and
delivery of junior securities upon conversion of Securities in accordance with
Article Fifteen shall not be deemed to constitute a payment or distribution on
account of the principal of, premium, if any, or interest on Securities or on
account of the purchase or other acquisition of Securities, and (2) the payment,
issuance or


                                      -76-

<PAGE>

delivery of cash (except in satisfaction of fractional shares pursuant to
Section 1403), property or securities (other than junior securities) upon
conversion of a Security shall be deemed to constitute payment on account of the
principal of, premium, if any, or interest on such Security. For the purposes of
this Section 1512, the term "junior securities" means (a) shares of any stock of
any class of the Company or (b) securities of the Company that are subordinated
in right of payment to all Senior Debt that may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or
to a greater extent than, the Securities are so subordinated as provided in this
Article Fifteen. Nothing contained in this Article Fifteen or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as among the
Company, its creditors (other than holders of Senior Debt) and the Holders, the
right, which is absolute and unconditional, of the Holder of any Security to
convert such Security in accordance with this Article Fifteen.


                                      -77-

<PAGE>

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


                                             HEWLETT-PACKARD COMPANY
                                             By:
                                                --------------------------------
                                                 Name:
                                                 Title:

                                             CHASE MANHATTAN BANK AND TRUST
                                             COMPANY, NATIONAL ASSOCIATION as
                                             Trustee

                                             By:
                                                --------------------------------
                                                 Name:
                                                 Title: