<PAGE>

                                                                  EXHIBIT (4)(a)

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

                              EASTMAN KODAK COMPANY

                                       TO

                              THE BANK OF NEW YORK
                                                     Trustee

                                   ----------

                                    INDENTURE

                           Dated as of January 1, 1988

                                   ----------

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

<PAGE>

                              EASTMAN KODAK COMPANY

         Reconciliation and tie between Trust Indenture Act of 1939 and
                     Indenture, dated as of January 1, 1988

 Trust Indenture
   Act Section                                               Indenture Section
Section 310(a)(1) ........................................   609
           (a)(2) ........................................   609
           (a)(3) ........................................   Not Applicable
           (a)(4) ........................................   Not Applicable
           (b) ...........................................   608
                                                             610
Section 311(a) ...........................................   613(a)
           (b) ...........................................   613(b)
           (b)(2) ........................................   703(a)(2)
                                                             703(b)
Section 312(a) ...........................................   701
                                                             702(a)
           (b) ...........................................   702(b)
           (c) ...........................................   702(c)
Section 313(a) ...........................................   703(a)
           (b) ...........................................   703(b)
           (c) ...........................................   703(a), 703(b)
           (d) ...........................................   703(c)
Section 314(a) ...........................................   704
           (b) ...........................................   Not Applicable
           (c)(1) ........................................   102
           (c)(2) ........................................   102
           (c)(3) ........................................   Not Applicable
           (d) ...........................................   Not Applicable
           (e) ...........................................   102
Section 315(a) ...........................................   601(a)
           (b) ...........................................   602
                                                             703(a)(6)
           (c) ...........................................   601(b)
           (d) ...........................................   601(c)
           (d)(1) ........................................   601(a)(1)
           (d)(2) ........................................   601(c)(2)
           (d)(3) ........................................   601(c)(3)
           (e) ...........................................   514
Section 316(a) ...........................................   101
           (a)(1)(A) .....................................   502
                                                             512
           (a)(1)(B) .....................................   513
           (a)(2) ........................................   Not Applicable
           (b) ...........................................   508
Section 317(a)(1) ........................................   503
           (a)(2) ........................................   504
           (b) ...........................................   1003
Section 318(a) ...........................................   107

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

<PAGE>

                                  TABLE OF CONTENTS

<TABLE>
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Parties.....................................................................................................1
Recitals of the Company.....................................................................................1

                                                  ARTICLE ONE
                            Definitions and Other Provisions of General Application

Section 101.   Definitions:
               Act..........................................................................................2
               Affiliate; control...........................................................................2
               Authenticating Agent.........................................................................2
               Board of Directors...........................................................................2
               Board Resolution.............................................................................2
               Business Day.................................................................................2
               Commission...................................................................................2
               Company......................................................................................2
               Company Request; Company Order...............................................................2
               Consolidated Net Tangible Assets.............................................................3
               Corporate Trust Office.......................................................................3
               Corporation..................................................................................3
               Depositary...................................................................................3
               Defaulted Interest...........................................................................3
               Event of Default.............................................................................3
               Global Security..............................................................................3
               Holder.......................................................................................3
               Indenture....................................................................................3
               Interest.....................................................................................3
               Interest Payment Date........................................................................4
               Maturity.....................................................................................4
               Officers' Certificate........................................................................4
               Opinion of Counsel...........................................................................4
               Original Issue Discount Security.............................................................4
               Outstanding..................................................................................4
               Paying Agent.................................................................................5
               Person.......................................................................................5
               Place of Payment.............................................................................5
               Predecessor Security.........................................................................5
               Principal Property...........................................................................5
               Redemption Date..............................................................................5
               Redemption Price.............................................................................5
               Regular Record Date..........................................................................6
               Responsible Officer..........................................................................6
               Restricted Subsidiary........................................................................6
               Securities...................................................................................6
</TABLE>

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Note: This Table of Contents shall not, for any purposes, be deemed to be a part
of the Indenture.

<PAGE>

                                         ii

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               Security Register and Security Registrar.....................................................6
               Special Record Date..........................................................................6
               Stated Maturity..............................................................................6
               Subsidiary...................................................................................6
               Trustee......................................................................................7
               Trust Indenture Act..........................................................................7
               Vice President...............................................................................7
Section 102.   Compliance Certificates and Opinions.........................................................7
Section 103.   Form of Documents Delivered to Trustee.......................................................8
Section 104.   Acts of Holders..............................................................................8
Section 105.   Notices, Etc., to Trustee and Company........................................................9
Section 106.   Notice to Holders; Waiver...................................................................10
Section 107.   Conflict with Trust Indenture Act...........................................................10
Section 108.   Effect of Headings and Table of Contents....................................................10
Section 109.   Successors and Assigns......................................................................10
Section 110.   Separability Clause.........................................................................11
Section 111.   Benefits of Indenture.......................................................................11
Section 112.   Governing Law...............................................................................11
Section 113.   Legal Holidays..............................................................................11

                                                  ARTICLE TWO

                                                 Security Forms

Section 201.   Forms Generally.............................................................................12
Section 202.   Form of Face of Security....................................................................12
Section 203.   Form of Reverse of Security.................................................................15
Section 204.   Form of Trustee's Certificate of Authentication.............................................19

                                                 ARTICLE THREE

                                                 The Securities

Section 301.   Amount Unlimited; Issuable in Series........................................................19
Section 302.   Denominations...............................................................................20
Section 303.   Execution, Authentication, Delivery and Dating..............................................21
Section 304.   Temporary Securities........................................................................22
Section 305.   Registration, Registration of Transfer and Exchange.........................................23
Section 306.   Mutilated, Destroyed, Lost and Stolen Securities............................................25
Section 307.   Payment of Interest; Interest Rights Preserved..............................................26
Section 308.   Persons Deemed Owners.......................................................................27
Section 309.   Cancellation................................................................................28
Section 310.   Computation of Interest.....................................................................28
</TABLE>

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                                         iii

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                                                  ARTICLE FOUR

                                           Satisfaction and Discharge

Section 401.   Satisfaction and Discharge of Indenture.....................................................28
Section 402.   Application of Trust Money..................................................................29
Section 403.   Defeasance and Discharge of Securities......................................................30

                                                  ARTICLE FIVE

                                                    Remedies

Section 501.   Events of Default...........................................................................31
Section 502.   Acceleration of Maturity; Rescission and Annulment..........................................34
Section 503.   Collection of Indebtedness and Suits for Enforcement by Trustee.............................35
Section 504.   Trustee May File Proofs of Claim............................................................35
Section 505.   Trustee May Enforce Claims Without Possession of Securities.................................36
Section 506.   Application of Money Collected..............................................................37
Section 507.   Limitation on Suits.........................................................................37
Section 508.   Unconditional Right of Holders to Receive Principal, Premium and Interest...................38
Section 509.   Restoration of Rights and Remedies..........................................................38
Section 510.   Rights and Remedies Cumulative..............................................................38
Section 511.   Delay or Omission Not Waiver................................................................39
Section 512.   Control by Holders..........................................................................39
Section 513.   Waiver of Past Defaults.....................................................................39
Section 514.   Undertaking for Costs.......................................................................40
Section 515.   Waiver of Stay or Extension Laws............................................................40

                                                  ARTICLE SIX

                                                  The Trustee

Section 601.   Certain Duties and Responsibilities.........................................................40
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.........................................................................44
Section 606.   Money Held in Trust.........................................................................44
Section 607.   Compensation and Reimbursement..............................................................44
</TABLE>

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                                         iv

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Section 608.   Disqualification; Conflicting Interests.....................................................44
                 (a)   Elimination of Conflicting Interest or Resignation..................................44
                 (b)   Notice of Failure to Eliminate Coflicting Interest or Resign........................45
                 (c)   "Conflicting Interest" Defined......................................................45
                 (d)   Definitions of Certain Terms Used in This Section...................................48
                 (e)   Calculation of Percentages of Securities............................................49
Section 609.   Corporate Trustee Required; Eligibility.....................................................50
Section 610.   Resignation and Removal; Appointment of Successor...........................................51
Section 611.   Acceptance of Appointment by Successor......................................................52
Section 612.   Merger, Conversion, Consolidation or Succession to Business.................................54
Section 613.   Preferential Collection of Claims Against Company...........................................54
                 (a)   Segregation and Apportionment of Certain Collections by Trustee, Certain
                        Exceptions. .......................................................................54
                 (b)   Certain Creditor Relationships Excluded from Segregation and Apportionment..........57
                 (c)   Definitions of Certain Terms Used In This Section...................................57
Section 614.   Appointment of Authenticating Agent.........................................................58

                                                 ARTICLE SEVEN

                               Holders' Lists and Reports by Trustee and Company

  Section 701. Company to Furnish Trustee Names and Addresses of Holders...................................60
Section 702.   Preservation of Information; Communications to Holders......................................61
Section 703.   Reports by Trustee..........................................................................62
Section 704.   Reports by Company..........................................................................64

                                                 ARTICLE EIGHT

                              Consolidation, Merger, Conveyance, Transfer or Lease

  Section 801. Company May Consolidate, Etc., Only on Certain Terms........................................64
Section 802.   Successor Corporation Substituted...........................................................66
</TABLE>

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                                          v

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                                                  ARTICLE NINE

                                            Supplemental Indentures

  Section 901. Supplemental Indentures Without Consent of Holders..........................................66
Section 902.   Supplemental Indentures with Consent of Holders.............................................67
Section 903.   Execution of Supplemental Indentures........................................................68
Section 904.   Effect of Supplemental Indentures...........................................................69
Section 905.   Conformity with Trust Indenture Act.........................................................69
Section 906.   Reference in Securities to Supplemental Indentures..........................................69

                                                  ARTICLE TEN

                                                   Covenants

Section 1001.  Payment of Principal, Premium and Interest..................................................69
Section 1002.  Maintenance of Office or Agency.............................................................69
Section 1003.  Money for Securities Payments to Be Held in Trust...........................................70
Section 1004.  Corporate Existence.........................................................................71
Section 1005.  Maintenance of Properties...................................................................72
Section 1006.  Payment of Taxes and Other Claims...........................................................72
Section 1007.  Statement by Officers as to Default.........................................................72
Section 1008.  Waiver of Certain Covenants.................................................................73
Section 1009.  Defeasance of Certain Obligations...........................................................73
Section 1010.  Limitation on Liens.........................................................................74
Section 1011.  Limitation on Sale and Lease-Back...........................................................76

                                                 ARTICLE ELEVEN

                                            Redemption of Securities

Section 1101.  Applicability of Article....................................................................77
Section 1102.  Election to Redeem; Notice to Trustee.......................................................77
Section 1103.  Selection by Trustee of Securities to be Redeemed...........................................77
Section 1104.  Notice of Redemption........................................................................78
Section 1105.  Deposit of Redemption Price.................................................................78
Section 1106.  Securities Payable on Redemption Date.......................................................79
Section 1107.  Securities Redeemed in Part.................................................................79
</TABLE>

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                                         vi

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                                                 ARTICLE TWELVE

                                                 Sinking Funds

Section 1201.  Applicability of Article....................................................................80
Section 1202.  Satisfaction of Sinking Fund Payments with Securities.......................................80
Section 1203.  Redemption of Securities for Sinking Fund...................................................80
TESTIMONIUM................................................................................................81
SIGNATURES AND SEALS.......................................................................................81
ACKNOWLEDGMENTS............................................................................................82
</TABLE>

<PAGE>

        INDENTURE, dated as of January 1, 1988, between EASTMAN KODAK COMPANY, a
corporation duly organized and existing under the laws of the State of New
Jersey (herein called the "Company"), having its principal office at 343 State
Street, Rochester, New York 14650, and THE BANK OF NEW YORK, a corporation duly
organized and existing under the laws of The State of New York, 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 in this Indenture provided.

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

        Now, Therefore, This Indenture Witnesseth:

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

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

<PAGE>

                                        2

101

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

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

        "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 to act
on behalf of the Trustee to authenticate Securities.

        "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board.

        "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors 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
to close.

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

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

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

<PAGE>

                                        3

                                                                             101

        "Consolidated Net Tangible Assets" means as of any particular time the
aggregate amount of assets (less applicable reserves and other properly
deductible items) after deducting therefrom (a) all current liabilities except
for (1) notes and loans payable, (2) current maturities of long-term debt and
(3) current maturities of obligations under capital leases and (b) all goodwill,
tradenames, trademarks, patents, unamortized debt discount and expenses (to the
extent included in said aggregate amount of assets) and other like intangibles,
all as set forth on the most recent consolidated balance sheet of the Company
and its consolidated Subsidiaries and computed in accordance with generally
accepted accounting principles.

        "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of a Global Security, the Person designated as
Depositary by the Company pursuant to 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.

        "Corporate Trust Office" means the principal office of the Trustee in
The City of New York at which at any particular time its corporate trust
business shall be administered.

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

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

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

        "Global Security" means a Security evidencing all or a part of a series
of Securities, issued to the Depositary for such series in accordance with
Section 303, and bearing the legend prescribed in Section 303.

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

        "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 301.

        "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.

<PAGE>

                                        4

101

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

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

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

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

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

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

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

                (ii) Securities for whose payment of 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; and

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

provided, however, that in determining whether the Holders of the requisite

<PAGE>

                                        5

                                                                             101

principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

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

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

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

        "Principal Property" means any manufacturing plant or manufacturing
facility which is (i) owned by the Company or any Restricted Subsidiary, (ii)
located within the continental United States, and (iii) in the opinion of the
Board of Directors materially important to the total business conducted by the
Company and the Restricted Subsidiaries taken as a whole.

        "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.

<PAGE>

                                        6

101

        "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.

        "Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

        "Restricted Subsidiary" means any Subsidiary (i) substantially all the
property of which is located within the continental United States of America and
(ii) which owns any Principal Property; provided, however, that the term
"Restricted Subsidiary" shall not include any Subsidiary which is principally
engaged in leasing or in financing receivables, or which is principally engaged
in financing the Company's operations outside the continental United States of
America.

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

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

        "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 thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

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

<PAGE>

                                        7

                                                                        101, 102

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

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

        "U.S. Government Obligations" means direct non-callable obligations of,
or non-callable obligations unconditionally guaranteed by, the United States of
America for the payment of which obligation or guarantee the full faith and
credit of the United States of America is pledged.

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

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

                (1) a statement that each individual signing such certificate or
        opinion has read such 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;

<PAGE>

                                        8

102, 103, 104

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

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

Section 103.  Form of Documents Delivered to Trustee.

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

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

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

Section 104.  Acts of Holders.

        (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing and, except as herein otherwise expressly provided, such
action shall

<PAGE>

                                        9

                                                                        104, 105

become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

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

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

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

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 to or with the Trustee at its Corporate Trust Office,
        21 West Street, New York, New York 10015, Attention: Corporate Trust
        Trustee Administration, or

<PAGE>

                                       10

105, 106, 107

                (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: Treasurer.

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 his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be 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 another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

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.

<PAGE>

                                       11

                                                              110, 111, 112, 113

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 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 laws of the State of New York.

Section 113.  Legal Holidays.

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

<PAGE>

                                       12

201, 202

                                   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 as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

        The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article.

        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.

        [If the Security is an Original Issue Discount Security, insert -- For
purposes of Section 1273 and 1275 of the United States Internal Revenue Code,
the amount of original issue discount on this Security is ______% of its
principal amount, the issue date is _________, 19 ____, [and] the yield to
maturity is _____% [, the method used to determine the amount of original issue
discount applicable to the short accrual period of _________, 19 ____ to _____,
19 ____, is _____% of the principal amount of this security.]

<PAGE>

                                       13

                                                                             202

                              EASTMAN KODAK COMPANY

                _____________   ___________________   __________________

No._____                                                                 $______

        EASTMAN KODAK COMPANY, a corporation duly organized and existing under
the laws of the State of New Jersey (herein called the "Company," which term
includes any successor corporations under the indenture hereinafter referred
to), for value received, hereby promises to pay to _____________________________
____________________, or registered assigns, the principal sum of
__________________________________________________________ Dollars on
____________________________________________________________________ [If the
Security is to bear interest prior to Maturity, insert --, and to pay interest
thereon from ____________________ or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually on
____________ and ________________ in each year, commencing
_____________________, at the rate of _____% per annum. until the principal
hereof is paid or made available for payment [If applicable insert --, and (to
the extent that the payment of such interest shall be legally enforceable) at
the rate of _____% per annum on any overdue principal and premium and on any
overdue installment of interest]. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the ________ or _______ (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert--The
principal of this Security shall not bear interest except in the case of a
default in payment

<PAGE>

                                       14

202

of principal upon acceleration, upon redemption or at Stated Maturity and in
such case the overdue principal of this Security shall bear interest at the rate
of ______% per annum (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such demand in payment
to the date payment of such principal has been made or duly provided for.
Interest on any overdue principal shall be payable on demand. Any such interest
on any overdue principal that is not so paid on demand shall bear interest at
the rate of _______ % per annum (to the extent that the payment of such interest
shall be legally enforceable), which shall accrue from the date of such demand
for payment to the date payment of such interest has been made or duly provided
for, and such interest shall also be payable on demand.]

        Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in ______________________, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment on public and private debts [if applicable, insert--;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

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

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

        IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                                     EASTMAN KODAK COMPANY

                                                     By
                                                        -----------------------


Attest:

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

<PAGE>

                                       15
                                                                             203

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 January 1, 1988 (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $________________].

        [If applicable, insert --The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable,
insert--(1) on _____________ in any year commencing with the year ___________
and ending with the year __________ through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [on or after ________________, 19____], as a whole or in part,
at the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before _____________,
_________%, and if redeemed] during the 12-month period beginning
_______________ of the years indicated,

                             REDEMPTION                              REDEMPTION
        YEAR                    PRICE             YEAR                  PRICE
        ----                 ----------           ----               -----------


and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert--(whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or

<PAGE>

                                       16

203

prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

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

                             REDEMPTION PRICE
                              FOR REDEMPTION              REDEMPTION PRICE FOR
                             THROUGH OPERATION            REDEMPTION OTHERWISE
                                  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 instalments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

        [Notwithstanding the foregoing, the Company may not, prior to _________,
 redeem any Securities of this series as contemplated by [Clause

<PAGE>

                                       17

                                                                             203

(2) of] the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than _________% per annum.]

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

        In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

        The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of this Security and (b) certain other obligations, in each
case upon compliance by the Company with certain conditions set forth therein,
which provisions apply to this Security.

        [If the Security is not an Original Issue Discount Security,--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,--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 and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]

        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 Holder of 66 2/3% 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

<PAGE>

                                       18

203

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.

        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 premium, if any) 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
premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

        The Securities of this series are issuable only in registered form
without coupons in denominations of $____________ and any integral multiple
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 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.

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

<PAGE>

                                       19

                                                                        204, 301

Section 204.  Form of Trustee's Certificate of Authentication.

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

                                            THE BANK OF NEW YORK,
                                            as Trustee

                                            By
                                               --------------------------------
                                                      Authorized Signature

                                 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 set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,

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

                (2) the currency or currencies, including composite currencies,
        in which payment of the principal of (and premium, if any) and interest
        on the Securities of the series shall be payable (if other than the
        currency of the United States of America);

                (3) 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);

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

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

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

<PAGE>

                                       20

301, 302

        the Regular Record Date for the interest payable on any Interest Payment
        Date;

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

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

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

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

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

                (12) whether the Securities of the series shall be issued in the
        form of one or more Global Securities and in such case, the Depositary
        for such Global Security or Securities; and

                (13) any other terms of the series (which terms shall not be
        inconsistent with the provisions of the Indenture).

        All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
such Board Resolution and set forth in such Officers' Certificate or in any such
indenture supplemental hereto.

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

Section 302.  Denominations.

        The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions 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.

<PAGE>

                                       21

                                                                             303

Section 303.  Execution, Authentication, Delivery and Dating.

        The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile.

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

        At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established in or
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 receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

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

                (b) 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

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

        If the Company shall establish pursuant to Section 301 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall, in accordance
with this Section and the Company Order with respect to such series,
authenticate and

<PAGE>

                                       22

303, 304

deliver one or more Global Securities that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of all of the
Securities of such series issued and not yet cancelled, (ii) shall be registered
in the name of the Depositary for such Global Security or Securities or the
nominee of such depositary, (iii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instruction and (iv) shall bear a
legend substantially to the following effect: "Unless and until it is exchanged
in whole or in part for Securities in definitive registered form, this Security
may not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

        Each Depositary designated pursuant to Section 301 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.

        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.

        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 and is entitled to the
benefits of this Indenture.

Section 304.  Temporary Securities.

        Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustees 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.

<PAGE>

                                       23

                                                                        304, 305

        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 a like principal amount of
definitive Securities of the same series of authorized denominations. 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.

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 another
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.

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

        Notwithstanding any other provision of this Section, unless and until it
is exchanged in whole or in part for Securities in definitive registered form, a
Global Security representing all or a portion of the Securities of a series may
not be transferred except as a whole by the Depositary for such series to a
nominee of such depositary or by such Depositary or any such nominee to a
successor depositary for such series or a nominee of such successor Depositary.

        At the option of the Holder, Securities of any series (except a Global
Security) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like 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.

<PAGE>

                                       24

305

        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 his 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 at any time the Depositary for the Securities of a series notifies
the Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible under Section 303, the Company shall
appoint a successor Depositary with respect to the Securities of such series. If
a successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's election pursuant to Section 301(12) shall
no longer be effective with respect to the Securities of such series and the
Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive registered
form without coupons, in authorized denominations, in an aggregate principal
amount equal to the principal amount of the Global Security or Securities
representing such series in exchange for such Global Security or Securities.

        The Company may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such event
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive registered
form without coupons, in authorized denominations, in any aggregate principal
amount equal to the principal amount of the Global Security or Securities
representing such series in exchange for such Global Security or Securities.

        If specified by the Company pursuant to Section 301 with respect to a
series of Securities, the Depositary for such series of Securities may surrender
a Global

<PAGE>

                                       25

                                                                        305, 306

Security for such series of Securities in exchange in whole or in part for
Securities of such series in definitive registered form on such terms as are
acceptable to the Company and such Depositary. Thereupon, the Company shall
execute, and the Trustee shall authenticate and deliver, without service charge,

                (i) to the Person specified by such Depositary a new Security or
        Securities of the same series, of any authorized denomination as
        requested by such Person in aggregate principal amount equal to and in
        exchange for such Person's beneficial interest in the Global Security;
        and

                (ii) to such Depositary a new Global Security in a denomination
        equal to the difference, if any, between the principal amount of the
        surrendered Global Security and the Aggregate principal amount of
        Securities delivered to Holders thereof.

        Upon the exchange of a Global Security for Securities in definitive
registered form without coupons, in authorized denominations, such Global
Security shall be cancelled by the Trustee. Securities in definitive registered
form issued in exchange for a Global Security pursuant to this Section shall be
registered in such names and in such authorized denominations as the Depositary
for such Global Security, pursuant to instructions form its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Securities to the persons in whose names such Securities are so registered.

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

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 upon its request the Trustee shall

<PAGE>

                                       26
306, 307

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.

        Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

        Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of 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

<PAGE>

                                       27

                                                                        307, 308

        in respect of such Defaulted Interest or shall make arrangements
        satisfactory to the Trustee for such deposit prior to the date of the
        proposed payment, such money when deposited to be held in trust for the
        benefit of the Persons entitled to such Defaulted Interest as in this
        Clause provided. Thereupon the Trustee shall fix a Special Record Date
        for the payment of such Defaulted Interest which shall be not more than
        15 days and not less than 10 days prior to the date of the proposed
        payment and not less than 10 days after the receipt by the Trustee of
        the notice of the proposed payment. The Trustee shall promptly notify
        the Company of such Special Record Date and, in the name and at the
        expense of the Company, shall cause notice of the proposed payment of
        such Defaulted Interest and the Special Record Date therefor to be
        mailed, first-class postage prepaid, to each Holder of Securities of
        such series at his address as it appears in the Security Register, not
        less than 10 days prior to such Special Record Date. Notice of the
        proposed payment of such Defaulted Interest and the Special Record Date
        therefor having been so mailed, such Defaulted Interest shall be paid to
        the Persons in whose names the Securities of such series (or their
        respective Predecessor Securities) are registered at the close of
        business on such Special Record Date and shall no longer be payable
        pursuant to the following Clause (2).

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

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

Section 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 premium, if any) and
(subject to Section 307) 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.

<PAGE>

                                       28

309, 310, 401

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 cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of as directed by a Company Order.

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 year of twelve 30-day months.

                                  ARTICLE FOUR

                           Satisfaction and Discharge

Section 401.  Satisfaction and Discharge of Indenture.

        This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

        (1) either

                (A) all Securities theretofore authenticated and delivered
        (other than (i) Securities which have been destroyed, lost or stolen and
        which have been replaced or paid as provided in Section 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 discharge 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

<PAGE>

                                       29

                                                                        401, 402

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

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

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

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

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

        Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee 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.

Section 402.  Application of Trust Money.

        (a) Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401, all money and U.S.
Government Obligations deposited with the Trustee pursuant to Section 403 or
1009 and all money received by the Trustee in respect of U.S. Government
Obligations deposited with the Trustee pursuant to Section 403 or 1009 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 though any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for the payment of which such money and U.S.
Government Obligations have been deposited with or received by the Trustee.

        (b) The Company shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against U.S. Government

<PAGE>

                                       30

402, 403

Obligations deposited pursuant to Section 403 or 1009 or the interest and
principle received in respect of such obligations other than any payable by or
on behalf of Holders.

        (c) The Trustee shall deliver or pay to the Company from time to time
upon Company Request any U.S. Government Obligations or money held by it as
provided in Section 403 or 1009 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are then in excess of the amount thereof which
then would have been required to be deposited for the purpose for which such
U.S. Government Obligations or money were deposited or received.

Section 403.  Defeasance and Discharge of Securities.

        Notwithstanding Section 401, the Company shall be deemed to have paid
and discharged the entire indebtedness on all the Outstanding Securities of any
series on the 91st day after the date of the deposit referred to in subparagraph
(1) below, the provisions of this Indenture (except as to the rights of Holders
of such Securities to receive, from the trust funds described in subparagraph
(1) below, payment of the principal of (and premium, if any) and each instalment
of interest on such Outstanding Securities on the Stated Maturity of such
principal or instalment of interest, the Company's obligations with respect to
such Securities under Sections 305, 306, 1002 and 1003, and the rights, powers,
trusts, duties and immunities of the Trustee hereunder) shall no longer be in
effect, and the Trustee, upon Company Request and at the expense of the Company,
shall execute proper instruments acknowledging the same, provided that the
following conditions shall have been satisfied:

                (1) the Company has deposited or caused to be deposited with the
        Trustee (or another trustee satisfying the requirements of Section 609),
        irrevocably (irrespective of whether the conditions in subparagraphs
        (2), (3), (4) and (5) below have been satisfied and except as provided
        in Section 402(c), as trust funds in trust, specifically pledged as
        security for, and dedicated solely to, the benefit of the Holders of
        such Securities, with reference to this Section, (i) money in an amount,
        or (ii) U.S. Government Obligations which through the payment of
        interest and principal in respect thereof in accordance with their terms
        will provide not later than the close of business on the day prior to
        the due date of any payment referred to in this paragraph (1) money in
        an amount, or (iii) a combination thereof, 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 the principal of (and premium, if any) and each instalment of
        interest on such Outstanding Securities on the

<PAGE>

                                       31

                                                                        403, 501

        Stated Maturity of such principal or instalment of interest on the day
        on which such payments are due and payable in accordance with the terms
        of this Indenture and of such Securities;

                (2) such deposit will not result in a breach or violation of, or
        constitute a default under, this Indenture or any other agreement or
        instrument to which the Company is a party or by which it is bound;

                (3) no Event of Default or event which, after notice or lapse of
        time or both, would become an Event of Default shall have occurred and
        be continuing on the date of such deposit, and no Event of Default under
        Section 501(5) or 501(6) or event which, after notice or lapse of time
        or both, would become an Event of Default under Section 501(5) or 501(6)
        shall have occurred and be continuing on the 91st day after such date;

                (4) the Company has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel to the effect that the Company has
        received from, or there has been published by, the Internal Revenue
        Service a ruling to the effect that Holders of such Securities will not
        recognize income, gain or loss for Federal income tax purposes as a
        result of such deposit, defeasance and discharge and will be subject to
        Federal income tax on the same amounts and in the same manner and at the
        same times, as would have been the case if such deposit, defeasance and
        discharge had not occurred; and

                (5) the Company has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that all conditions
        precedent provided for relating to the defeasance and discharge of the
        entire indebtedness on all such Outstanding Securities as contemplated
        by this Section have been complied with.

        Notwithstanding the cessation, termination and discharge of all
obligations, covenants and agreements (except as provided above in this Section
403) of the Company under this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614 and the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive with respect to such series of Securities.

                                  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

<PAGE>

                                       32

501

Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

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

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

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

                (4) default in the performance, or breach, of any covenant or
        warranty of the Company in this indenture (other than a covenant or
        warranty a default in whose performance or whose breach is elsewhere in
        this Section specifically dealt with or which has expressly been
        included in this Indenture solely for the benefit of series of
        Securities other than that series), and continuance of such default or
        breach for a period of 60 days after there has been given, by registered
        or certified mail, to the Company by the Trustee or to the Company and
        the Trustee by the Holders of a least 10% in principal amount of the
        Outstanding Securities of that series a written notice specifying such
        default or breach and requiring it to be remedied and stating that such
        notice is a "Notice of Default" hereunder; or

                (5) a default under any bond, debenture, note or other evidence
        of indebtedness for money borrowed by the Company (including a default
        with respect to securities of any series other than that series) or
        under any mortgage, indenture or instrument under which there may be
        issued or by which there may be secured or evidenced any indebtedness
        for money borrowed by the Company (including this Indenture), whether
        such indebtedness now exists or shall hereafter be created, which
        default shall constitute a failure to pay any portion of the principal
        of such indebtedness when due and payable after the expiration of any
        applicable grace period with respect thereto or shall have resulted in
        such indebtedness becoming or being declared due and payable prior to
        the date on which it would otherwise have become due and payable, and
        the amount of any issue of such indebtedness exceeds $10,000,000
        (without being aggregated with any other issue of indebtedness), without
        such indebtedness having been discharged, or such acceleration having
        been rescinded or annulled, within a period of 10 days after there shall
        have been given, by registered or certified mail, to the Company by the
        Trustee or to the Company and the

<PAGE>

                                       33

                                                                             501

        Trustee by the Holders of at least 25% in principal amount of the
        Outstanding Securities of that series a written notice specifying such
        default and requiring the Company to cause such indebtedness to be
        discharged or cause such acceleration to be rescinded or annulled and
        stating that such notice is a "Notice of Default" hereunder; provided,
        however, that, subject to the provisions of Sections 601 and 602, the
        Trustee shall not be deemed to have knowledge of such default unless
        either (A) a Responsible Officer of the Trustee shall have actual
        knowledge of such default or (B) the Trustee shall have received written
        notice thereof from the Company, from any Holder from the holder of any
        such indebtedness or from the trustee under any such mortgage, indenture
        or other instrument; or

                (6) 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 a 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

                (7) 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 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

<PAGE>

                                       34

501, 502

                (8) 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 with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
of the Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable.

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

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

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

                        (B) the principal of (and premium, if any, on) any
                Securities of that series which have become due otherwise than
                by such declaration of acceleration and 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.

<PAGE>

                                       35

                                                                        503, 504

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 premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

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

        If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series 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 the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their

<PAGE>

                                       36

504, 505

creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

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

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

and any 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.

        Nothing herein contained 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
judgement has been recovered.

<PAGE>

                                       37

                                                                        506, 507

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 premium,
if any) 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; and

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

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

<PAGE>

                                       38

507, 508, 509, 510

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.

        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 premium, if any) and (subject to Section 307)
interest on such Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

Section 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.

<PAGE>

                                       39

                                                                   511, 512, 513

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 impact
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

Section 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

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

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 premium, if any) or
        interest, if any, 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.

<PAGE>

                                       40

514, 515, 601

Section 514.  Undertaking for Costs.

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

Section 515.  Waiver of Stay or Extension Laws.

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

                                   ARTICLE SIX

                                   The Trustee

Section 601.  Certain Duties and Responsibilities.

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

                (1) the Trustee undertakes to perform such duties and only such
        duties as are specifically set forth in this Indenture, and no implied

<PAGE>

                                       41

                                                                             601

        covenants or obligations shall be read into this Indenture against the
        Trustee; and

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

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

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

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

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

                (3) the Trustee shall not be liable with respect to any action
        taken or omitted to be taken by it in good faith in accordance with the
        direction of the Holders of a majority in principal amount of the
        Outstanding Securities of any series, determined as provided in Section
        512, relating to the time, method and place of conducting any proceeding
        for any remedy available to the Trustee, or exercising any trust or
        power conferred upon the Trustee, under this Indenture with respect to
        the Securities of such series; and

                (4) no provision of this Indenture shall require this Trustee to
        expend or risk its own funds or otherwise incur any financial liability
        in the performance of any of its duties hereunder, or in the exercise of
        any of its rights or powers, if it shall have reasonable grounds for
        believing that repayment of such funds or adequate indemnity against
        such risk or liability is not reasonably assured to it.

<PAGE>

                                       42

601, 602, 603

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

Section 602.  Notice of Defaults.

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

Section 603.  Certain Rights of Trustee.

        Subject to the provisions of Section 601:

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

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

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

<PAGE>

                                       43

                                                                        603, 604

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

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

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

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

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

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

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

<PAGE>

                                       44

605, 606, 607, 608

Section 605.    May Hold Securities.

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

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 with the Company.

Section 607.    Compensation and Reimbursement.

        The Company agrees

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

                (2)     except as otherwise expressly provided herein, to
        reimburse the Trustee upon its request for all reasonable expenses,
        disbursements and advances incurred or made by the Trustee in accordance
        with any provision of this Indenture (including the reasonable
        compensation and the reasonable 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.

Section 608.    Disqualification; Conflicting Interests.

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

<PAGE>

                                       45

                                                                             608

conflicting interest or resign with respect to the Securities of that series in
the manner and with the effect hereinafter specified in this Article.

        (b)     In the event that the Trustee shall fail to comply with the
provisions of Subsection (a) of this Section with respect to the Securities of
any series, the Trustee shall, within 10 days after the expiration of such
90-day period, transmit by mail to all Holders of Securities of that series, as
their names and addresses appear in the Security Register, notice of such
failure.

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

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

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

                        (ii)    the Company shall have sustained the burden of
                proving, on application to the Commission and after opportunity
                for hearing thereon, that trusteeship under this Indenture with
                respect to the Securities of that series and such other series
                or such other indenture or indentures is not so likely to
                involve a material conflict of interest

<PAGE>

                                       46

608

                as to make it necessary in the public interest or for the
                protection of investors to disqualify the Trustee from acting as
                such under this Indenture with respect to the Securities of that
                series and such other series or under such other indenture or
                indentures;

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

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

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

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

                (6)     the Trustee is the beneficial owner of, or holds as
        collateral security for an obligation which is in default (as
        hereinafter in this Subsection defined), (i) 5% or more of the voting
        securities, or 10% or more of any other class of security, of the
        Company not including the

<PAGE>

                                       47

                                                                             608

        Securities issued under this Indenture and securities issued under any
        other indenture under which the Trustee is also trustee, or (ii) 10% or
        more of any class of security of an underwriter for the Company;

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

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

                (9)     the Trustee owns on May 15 in any calendar year, in the
        capacity of executor, administrator, testamentary or inter vivos
        trustee, guardian, committee or conservator, or in any other similar
        capacity, an aggregate of 25% or more of the voting securities, or of
        any class of security, of any person, the beneficial ownership of a
        specified percentage of which would have constituted a conflicting
        interest under paragraph (6), (7) or (8) of this Subsection. As to any
        such securities of which the Trustee acquired ownership through becoming
        executor, administrator or testamentary trustee of an estate which
        included them, the provisions of the preceding sentence shall not apply,
        for a period of two years from the date of such acquisition, to the
        extent that such securities included in such estate do not exceed 25% of
        such voting securities or 25% of any such class of security. Promptly
        after May 15 in each calendar year, the Trustee shall make a check of
        its holdings of such securities in any of the above-mentioned capacities
        as of such May 15. If the Company fails to make payment in full of the
        principal of (or premium, if any) or interest on any of the Securities
        when and as the same becomes due and payable, and such failure continues
        for 30 days thereafter, the Trustee shall make a prompt check of its
        holdings of such securities in any of the above-mentioned capacities as
        of the date of the expiration of such 30-day period, and after such
        date, notwithstanding the foregoing provisions of this paragraph, all
        such securities so held by the Trustee, with sole or joint control over
        such securities vested in it, shall, but only so long as such failure
        shall continue, be considered as though beneficially owned by the
        Trustee for the purposes of paragraphs (6), (7) and (8) of this
        Subsection.

<PAGE>

                                       48

608

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

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

        (d)     For the purposes of this Section:

                (1)     The term "underwriter", when used with reference to the
        Company, means every person who, within three years prior to the time as
        of which the determination is made, has purchased from the Company with
        a view to, or has offered or sold for the Company in connection with,
        the distribution of any security of the Company outstanding at such
        time, or has participated or has had a direct or indirect participation
        in any such undertaking, or has participated or has had a participation
        in the direct or indirect underwriting of any such undertaking, but such
        term shall not include a person whose interest was limited to a
        commission from an underwriter or dealer not in excess of the usual and
        customary distributors' or sellers' commission.

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

                (3)     The term "person" means an individual, a corporation, a
        partnership, an association, a joint-stock company, a trust, an
        unincorporated organization or a government or political subdivision
        thereof. As

<PAGE>

                                       49

                                                                             608

        used in this paragraph, the term "trust" shall include only a trust
        where the interest or interests of the beneficiary or beneficiaries are
        evidenced by a security.

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

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

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

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

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

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

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

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

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

<PAGE>

                                       50

608, 609

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

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

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

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

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

Section 609.    Corporate Trustee Required; Eligibility.

        There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 subject to supervision or examination by Federal or
State authority and having a Corporate Trust Office in The City of New York. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

<PAGE>

                                       51

                                                                             610

Section 610.    Resignation and Removal; Appointment of Successor.

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

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

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

        (d)     If at any time:

                (1)     the Trustee shall fail to comply with Section 608(a)
        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, or

                (4)     the Company shall determine that the Trustee has failed
        to perform its obligations under this Indenture in any material respect;

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

        (e)     If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect

<PAGE>

                                       52

610, 611

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, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

        (f)     The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders of Securities of such series as their names and addresses appear in
the Security Register. 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.

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

<PAGE>

                                       53

                                                                             611

upon payment of its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor trustee all
property and money held by such retiring Trustee hereunder.

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

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

<PAGE>

                                       54

611, 612, 613

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

Section 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 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.

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

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

                (2)     all property received by the Trustee in respect of any
        claims as such creditor, either as security therefor, or in satisfaction
        or composition thereof, or otherwise, after the beginning of such four
        months' period, or

<PAGE>

                                       55

                                                                             613

        an amount equal to the proceeds of any such property, if disposed of,
        subject, however, to the rights, if any, of the Company and its other
        creditors in such property or such proceeds.

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

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

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

                (C)     to realize, for its own account, but only to the extent
        of the claim hereinafter mentioned, upon any property held by it as
        security for any such claim, if such claim was created after the
        beginning of such four months' period and such property was received as
        security therefor simultaneously with the creation thereof, and if the
        Trustee shall sustain the burden of proving that at the time such
        property was so received the Trustee had no reasonable cause to believe
        that a default, as defined in Subsection (c) of this Section, would
        occur within four months; or

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

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

        If the Trustee shall be required to account for the funds and property
held in such special account and the proceeds thereof shall be apportioned among
the Trustee, the Holders and the holders of other indenture securities in such

<PAGE>

                                       56
613

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

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

<PAGE>

                                       57

                                                                             613

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

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

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

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

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

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

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

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

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

        (c)     For the purposes of this Section only:

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

<PAGE>

                                       58

613, 614

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

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

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

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

                (6)     the term "Federal Bankruptcy Act" means the Bankruptcy
        Act or Title 11 of the United States Code.

Section 614.    Appointment of Authenticating Agent.

        At any time when any of the Securities remain Outstanding 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 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. Whenever 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

<PAGE>

                                       59

                                                                             614

of authentication, executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

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

        An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of the Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to the Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names an addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

<PAGE>

                                       60

614, 701

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

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

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

                                     The Bank of New York
                                                     As Trustee

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


                                     By
                                         ---------------------------------------
                                                            Authorized Signature

                                  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

                (a)     semi-annually, not later than June 20 and December 20 in
        each year, a list, in such form as the Trustee may reasonably require,
        of the names and addresses of the Holders as of the preceding June 15 or
        December 15, as the case may be, and

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

<PAGE>

                                       61

                                                                        701, 702

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 702.    Preservation of Information; Communications to Holders.

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

        (b)     If three or more Holders (herein referred to as "applicants")
apply in writing to the Trustee, and furnished to the Trustee reasonable proof
that each such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and is accompanied by a copy
of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five business days after the receipt of
such application, at its election, either

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

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

        If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would

<PAGE>

                                       62

702, 703

be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

        (c)     Every Holder of securities, 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 the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).

Section 703.    Reports by Trustee.

        (a)     Within 60 days after May 15 of each year commencing with the
year 1988, the Trustee shall transmit by mail to all Holders, as their names and
addresses appear in the Security Register, a brief report dated as of such May
15 with respect to:

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

                (2)     the character and amount of any advances (and if the
        Trustee elects so to state, the circumstances surrounding the making
        thereof) made by the Trustee (as such) which remain unpaid on the date
        of such report, and for the reimbursement of which it claims or may
        claim a lien or charge, prior to that of the Securities, on any property
        or funds held or collected by it as Trustee, except that the Trustee
        shall not be required (but may elect) to report such advances if such
        advances so remaining unpaid aggregate not more than 1/2 of 1% of
        the principal amount of the Securities Outstanding on the date of such
        report;

<PAGE>

                                       63

                                                                             703

                (3)     the amount, interest rate and maturity date of all other
        indebtedness owing by the Company (or by any other obligor on the
        Securities) to the Trustee in its individual capacity, on the date of
        such report, with a brief description of any property held as collateral
        security therefor, except an indebtedness based upon a creditor
        relationship arising in any manner described in Section 613(b)(2), (3),
        (4) or (6);

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

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

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

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

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

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                                       64

704, 801

Section 704.    Reports by Company.

        The Company shall:

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

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

                (3)     transmit by mail to all Holders, as their names and
        addresses appear in the Security Register, within 30 days after the
        filing thereof with the Trustee, such summaries of any information,
        documents and reports required to be filed by the Company pursuant to
        paragraphs (1) and (2) of this Section as may be required by rules and
        regulations prescribed from time to time by the Commission.

                                  ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

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

        The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, and the Company shall not permit any Person

<PAGE>

                                       65

                                                                             801

to consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

                (1)     in case the Company shall consolidate with or merge into
        another corporation or convey, transfer or lease its properties and
        assets substantially as an entirety to any Person, the corporation
        formed by such consolidation or into which the Company is merged or the
        Person which acquires by conveyance or transfer, or which leases, the
        properties and assets of the company substantially as an entirety shall
        be a corporation organized and 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 premium, if any) and
        interest on all the Securities and the performance of every covenant of
        this Indenture on the part of the Company to be performed or observed.

                (2)     immediately after giving effect to such transaction and
        treating any indebtedness which becomes an obligation of the Company or
        a Subsidiary as a result of such transaction as having been incurred by
        the Company or such Subsidiary at the time of such transaction, no Event
        of Default, and no event which, after notice or lapse of time or both,
        would become an Event of Default, shall have happened and be continuing;

                (3)     if, as a result of any such consolidation or merger or
        such conveyance, transfer or lease, properties or assets of the Company
        would become subject to a mortgage, pledge, lien, security interest or
        other encumbrance which would not be permitted by this Indenture, the
        Company or such successor corporation or Person, as the case may be,
        shall take such steps as shall be necessary effectively to secure the
        Securities equally and ratably with (or prior to) all indebtedness
        secured thereby; and

                (4)     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.

<PAGE>

                                       66

802, 901

Section 802.    Successor Corporation Substituted.

        Upon any consolidation by the Company with or merger by the Company into
any other corporation 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 corporation formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein, and thereafter, except in the
case of a lease, the predecessor corporation 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 corporation to the
        Company and the assumption by any such successor of the covenants of the
        Company herein and in the Securities; or

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

                (3)     to add any additional Events of Default; or

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

                (5)     to change or eliminate any of the provisions of this
        Indenture, provided that any such change or elimination shall become
        effective only when there is no Security Outstanding of any series
        created prior to the

<PAGE>

                                       67

                                                                        901, 902

        execution of such supplemental indenture which is entitled to the
        benefit of such provision; or

                (6)     to secure the Securities; or

                (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(b); or

                (9)     to cure any ambiguity, to correct or supplement any
        provision herein which may be inconsistent with any other provision
        herein, or to make any other provisions with respect to matters or
        questions arising under this Indenture, provided such action shall not
        adversely affect the interests of the Holders of Securities of any
        series in any material respect.

Section 902.    Supplemental Indentures with Consent of Holders.

        With the consent of the Holders of not less than 66 2/3% 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
        instalment of principal of or interest on, any Security, or reduce the
        principal amount thereof or the rate of interest thereon or any premium
        payable upon the redemption thereof or reduce the amount of the
        principal of an Original Issue Discount Security that would be due and
        payable upon a declaration of acceleration of the Maturity thereof
        pursuant to Section 502, or change any Place of Payment where, or the
        coin or currency in which, any Security or any premium or the interest
        thereon is payable, or impair the right to

<PAGE>

                                       68

902, 903

        institute suit for the enforcement of any such payment on or after the
        Stated Maturity thereof (or, in the case of redemption, on or after the
        Redemption Date), or

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

                (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(b) and 901(8).

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

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

Section 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 Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

<PAGE>

                                       69

                                                       904, 905, 906, 1001, 1002

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.

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.

                                   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 premium,
if any) 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 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

<PAGE>

                                       70

1002, 1003

any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

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

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 (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Person 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 each due date of the principal of (and premium, if
any) or interest on any Securities of that series, deposit with a Paying Agent a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

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

                (1)     hold all sums held by it for the payment of the
        principal of (and premium, if any) or interest on Securities of that
        series in trust for the

<PAGE>

                                       71

                                                                      1003, 1004

        benefit of the Persons entitled thereto until such sums shall be paid to
        such Persons or otherwise dispose of as herein provided;

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

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

        The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company of
such Paying Agent; and, upon such payments 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 remaining unclaimed for 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; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

Section 1004.   Corporate Existence.

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

<PAGE>

                                       72

1004, 1005, 1006, 1007

rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

Section 1005.   Maintenance of Properties.

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

Section 1006.   Payment of Taxes and Other Claims.

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

Section 1007.   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 Sections 1001 to 1006 and 1010 to 1011,

<PAGE>

                                       73

                                                                1007, 1008, 1009

inclusive, and if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.

Section 1008.   Waiver of Certain Covenants.

        The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1005, 1006, 1010 or 1011 with
respect to the Securities of any series if before the time for such compliance
the Holders of at least 66 2/3% 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.   Defeasance of Certain Obligations.

        Section 501(5) shall not be deemed to be an Event of Default with
respect to any series of Securities, provided that the following conditions
shall have been satisfied:

                (1)     The Company has deposited or caused to be deposited with
        the Trustee (or another trustee satisfying the requirements of Section
        609), irrevocably (irrespective of whether the conditions in
        subparagraphs (2), (3), (4) and (5) below have been satisfied and except
        as provided in Section 402(c)), as trust funds in trust, specifically
        pledged as security for, and dedicated solely to, the benefit of the
        Holders of such series of Securities, with reference to this Section,
        (i) money in an amount, or (ii) U.S. Government Obligations which
        through the payment of interest and principal in respect thereof in
        accordance with their terms will provide not later than the close of
        business on the day prior to the due date of any payment referred to in
        this subparagraph (1) money in an amount, or (iii) a combination
        thereof, 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 the principal of
        (and premium, if any) and each installment of interest on such
        Outstanding Securities on the Stated Maturity of such principal or
        installment of interest on the day on which such payments are due and
        payable in accordance with the terms of this Indenture and of such
        Securities;

<PAGE>

                                       74

1009, 1010

                (2)     such deposit will not result in a breach or violation
        of, or constitute a default under, this Indenture or any other agreement
        or instrument to which the Company is a party or by which it is bound;

                (3)     no Event of Default or event which after notice or lapse
        of time or both, would become an Event of Default shall have occurred
        and be continuing on the date of such deposit, and no Event of Default
        under Section 501(6) or 501(7) or event which, after notice or lapse of
        time or both, would become an Event of Default under Section 501(6) or
        501(7) shall have occurred and be continuing on the 31st day after such
        date;

                (4)     the Company has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel to the effect that Holders of such
        Securities will not recognize income, gain or loss for Federal income
        tax purposes as a result of such deposit and defeasance of certain
        obligations and will be subject to Federal income tax on the same
        amounts and in the same manner and at the same times, as would have been
        the case if such deposit and defeasance had not occurred; and

                (5)     the Company has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that all conditions
        precedent provided for relating to the defeasance contemplated by this
        Section have been complied with.

        Section 1010. Limitation on Liens. (a) The Company will not, nor will it
permit any Restricted Subsidiary to, issue, assume or guarantee any debt for
money borrowed (hereinafter in Sections 1010 and 1011 referred to as "Debt"),
secured by a mortgage, security interest, pledge, lien or other encumbrance
(mortgages, security interests, pledges, liens and other encumbrances being
hereinafter called "mortgage" or "mortgages") upon any Principal Property of the
Company or any Restricted Subsidiary or upon any shares of stock or indebtedness
of any Restricted Subsidiary (whether such Principal Property, shares of stock
or indebtedness are now owned or hereafter acquired) without in any such case
effectively providing concurrently with the issuance, assumption or guaranty of
any such Debt that the Outstanding Securities (together with, if the Company
shall so determine, any other indebtedness of or guarantee by the Company or
such Restricted Subsidiary ranking equally with the Outstanding Securities and
then existing or thereafter created) shall be secured equally and ratably with
such Debt; provided, however, that the foregoing restrictions shall not apply to
Debt secured by

<PAGE>

                                       75

                                                                            1010

                (i)     mortgages on property, shares of stock or indebtedness
        of any corporation existing at the time such corporation becomes a
        Restricted Subsidiary;

                (ii)    mortgages on property existing at the time of
        acquisition of such property by the Company or a Restricted Subsidiary,
        or mortgages to secure the payment of all or any part of the purchase
        price of such property upon the acquisition of such property by the
        Company or a Restricted Subsidiary or to secure any Debt incurred prior
        to, at the time of, or within 180 days after, the acquisition of such
        property for the purpose of financing all or any part of the purchase
        price thereof, or mortgages to secure any debt incurred for the purpose
        of financing all or any part of the cost to the Company or a Restricted
        Subsidiary of improvements to such acquired property;

                (iii)   mortgages securing Debt of a Restricted Subsidiary owing
        to the Company or to another Restricted Subsidiary;

                (iv)    mortgages existing at the date of this Indenture;

                (v)     mortgages on property of a corporation existing at the
        time such corporation is merged into or consolidated with the Company or
        a Restricted Subsidiary or at the time of a sale, lease or other
        disposition of the properties of a corporation as an entirety or
        substantially as an entirety to the company or a Restricted Subsidiary;

                (vi)    mortgages on or other conveyances of property owned by
        the Company or a Restricted Subsidiary in favor of the United States of
        America or any State thereof, or any department, agency or
        instrumentality or political subdivision of the United States of America
        or any State thereof, or in favor of any other country, or any political
        subdivision thereof, to secure partial, progress, advance or other
        payments pursuant to any contract or statute or to secure any
        indebtedness incurred for the purpose of financing all or any part of
        the purchase price or the cost of construction of the property subject
        to such mortgages; or

                (vii)   any extension, renewal or replacement (or successive
        extensions, renewals or replacements), in whole or in part, of any
        mortgage referred to in the foregoing clauses (i) to (vi), inclusive,
        provided, however, that such extension, renewal or replacement shall be
        limited to all or a part of the property which secured the mortgage so
        extended, renewed or replaced (plus improvements on such property).

        (b)     Notwithstanding the foregoing provisions of this Section 1010,
the Company and any one or more Restricted Subsidiaries may issue, assume or

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                                       76

1010, 1011

guarantee Debt secured by a mortgage which, would otherwise be subject to the
foregoing restrictions in an aggregate amount which, together with all other
outstanding Debt of the Company and its Restricted Subsidiaries which (if
originally issued, assumed or guaranteed at such time) would otherwise be
subject to the foregoing restrictions (not including Debt permitted to be
secured under clauses (i) through (vii) above), does not at the time exceed 10%
of Consolidated Net Tangible Assets of the Company and its consolidated
Subsidiaries as shown on the most recent consolidated financial statements of
the Company and its consolidated Subsidiaries.

        Section 1011. Limitation on Sale and Lease-Back. The Company will not,
nor will it permit any Restricted Subsidiary to enter into any arrangement with
any person that provides for the leasing to the Company or any Restricted
Subsidiary of any Principal Property (except for leases for a term of not more
than three years and except for leases between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries), which Principal Property has
been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such person, unless (a) the Company or such Restricted Subsidiary
would be entitled, pursuant to the provisions of Section 1010, to issue, assume
or guarantee Debt secured by a mortgage upon such property at least equal in
amount to the Attributable Debt in respect of such arrangement without equally
and ratably securing the Outstanding Securities, provided, however, that from
and after the date on which such arrangement becomes effective the Attributable
Debt in respect of such arrangement shall be deemed for all purposes under
Sections 1010 and 1011 to be Debt subject to the provisions of Section 1010; or
(b) the Company shall apply an amount in cash equal to the greater of the net
proceeds of such sale or the Attributable Debt in respect of such arrangement to
the retirement (other than any mandatory retirement or by way of payment at
maturity), within 120 days of the effective date of any such arrangement, of
Debt (except as otherwise provided by the terms of any series of Outstanding
Securities) of the Company or any Restricted Subsidiary (other than Debt owed by
the Company or any Restricted Subsidiary to the Company or any Restricted
Subsidiary) which by its terms matures at or is extendible or renewable at the
option of the obligor to a date more than twelve months after the date of the
creation of such Debt.

        For the purposes of this Section 1011, the term "Attributable Debt"
means, at the time of determination, the lessor of (a) the fair value of such
property (as determined by the Board of Directors of the Company) or (b) the
present value (discounted at the annual rate of 9%,

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                                       77

                                                          1011, 1101, 1102, 1103

compounded semi-annually) of the obligation of the lessee for net rental
payments during the remaining term of the lease (including any period for which
such lease has been extended).

                                 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 Securities of any series)
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. In case of any redemption at the election of the Company
of less than all the Securities of any series, the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee); notify the Trustee of such Redemption
Date and of the principal amount of Securities of such series to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

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

        If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

<PAGE>

                                       78

1103, 1104, 1105

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

        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 less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

        All notices of redemption shall state:

                (1)     the Redemption Date,

                (2)     the Redemption Price,

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

                (6)     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.

Section 1105.   Deposit of Redemption Price.

        Prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date

<PAGE>

                                       79

                                                                1105, 1106, 1107

shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

Section 1106.   Securities Payable on Redemption Date.

        Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after each 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 installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 307.

        If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall
until paid bear interest from the Redemption Date at the rate prescribed
therefore 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 his attorney
duly authorized in writing), and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities of the same series, 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.

<PAGE>

                                       80

1201, 1202, 1203

                                 ARTICLE TWELVE

                                  Sinking Funds

Section 1201.   Applicability of Article.

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

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

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 the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

Section 1203.   Redemption of Securities for Sinking Fund.

        Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which

<PAGE>

                                       81

                                                                            1203

is to be satisfied by payment of cash and the portion thereof, if any, which is
to be satisfied by delivering and crediting Securities of that series pursuant
to Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

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

        In Witness Whereof, the parties hereto have caused this indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                            EASTMAN KODAK COMPANY

                                            By:

Attest:


                                            THE BANK OF NEW YORK

                                            By:

Attest:

<PAGE>

                                       82

State Of New York    )
                     ) ss.:
County Of Monroe     )

        On the ______ day of January, 1988, before me personally came
______________________, to me known, who, being by me duly sworn, did depose and
say that he is _________________ of Eastman Kodak Company, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

                                                ________________________


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

        On the ______ day of January, 1988, before me personally came
_____________________, to me known, who, being by me duly sworn, did depose and
say that he is _________________ of The Bank of New York, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

                                                ________________________