Exhibit 4.1

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                        MARSH & McLENNAN COMPANIES INC.,
                                     Issuer


                                      AND


                      STATE STREET BANK AND TRUST COMPANY
                                    Trustee


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


                                   INDENTURE

                           Dated as of June 14, 1999


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




                             Senior Debt Securities




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                            CROSS-REFERENCE TABLE*

Section of
Trust Indenture Act                                              Section of
of 1939, as amended                                              Indenture
-------------------                                              ----------
310(a)........................................................   7.09
310(b)........................................................   7.08
                                                                 7.10
310(c)........................................................   Inapplicable
311(a)........................................................   713(a)
311(b)........................................................   713(b)
311(c)........................................................   Inapplicable
312(a)........................................................   5.01
                                                                 5.02(a)
312(b)........................................................   5.02(b)
312(c)........................................................   5.02(c)
313(a)........................................................   5.04(a)
313(b)........................................................   5.04(b)
313(c)........................................................   5.04(a)
                                                                 5.04(b)
313(d)........................................................   5.04(c)
314(a)........................................................   5.03
314(b)........................................................   Inapplicable
314(c)........................................................   13.06
314(d)........................................................   Inapplicable
314(e)........................................................   13.06
314(f)........................................................   Inapplicable
315(a)........................................................   7.01(a)
                                                                 7.02
315(b)........................................................   6.07
315(c)........................................................   7.01
315(d)........................................................   7.01(b)
                                                                 7.01(c)
315(e)........................................................   6.07
316(a)........................................................   6.06
                                                                 8.04
316(b)........................................................   6.04
316(c)........................................................   8.01
317(a)........................................................   6.02


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*    This Cross-Reference Table does not constitute part of the Indenture and
     shall not have any bearing on the interpretation of any of its terms or
     provisions.
<PAGE>


Section of
Trust Indenture Act                                              Section of
of 1939, as amended                                              Indenture
-------------------                                              ----------
317(b)........................................................   4.03
318(a)........................................................   13.08


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                               TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----
                PARTIES......................................................1

                RECITALS.....................................................1

                                   ARTICLE I.

                                  DEFINITIONS

SECTION 1.01    Definition of Terms..........................................1
                Affiliate....................................................1
                Authenticating Agent.........................................2
                Bankruptcy Law...............................................2
                Board of Directors...........................................2
                Board Resolution.............................................2
                Business Day ................................................2
                Certificate .................................................2
                Company .....................................................2
                Corporate Trust Office.......................................2
                Custodian....................................................2
                Default......................................................3
                Depositary...................................................3
                Event of Default.............................................3
                Global Security..............................................3
                Governmental Obligations.....................................3
                "herein", "hereof" and "hereunder"...........................3
                Indenture....................................................3
                Interest Payment Date........................................4
                Officers' Certificate........................................4
                Opinion of Counsel...........................................4
                Outstanding..................................................4
                Person.......................................................4
                Predecessor Security.........................................4
                Responsible Officer..........................................4
                Securityholder...............................................5
                Subsidiary...................................................5
                Trustee......................................................5
                Trust Indenture..............................................5
                Voting Stock.................................................5


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                                  ARTICLE II.

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

SECTION 2.01    Designation and Terms of Securities..........................5
SECTION 2.02    Form of Securities and Trustee's Certificate.................8
SECTION 2.03    Denominations:  Provisions for Payment.......................8
SECTION 2.04    Execution and Authentications...............................10
SECTION 2.05    Registration of Transfer and Exchange.......................11
SECTION 2.06    Temporary Securities........................................12
SECTION 2.07    Mutilated, Destroyed, Lost or Stolen Securities.............12
SECTION 2.08    Cancellation................................................13
SECTION 2.09    Benefits of Indenture.......................................14
SECTION 2.10    Authenticating Agent........................................14
SECTION 2.11    Global Securities...........................................15

                                  ARTICLE III.

              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


SECTION 3.01    Redemption..................................................16
SECTION 3.02    Notice of Redemption........................................16
SECTION 3.03    Payment Upon Redemption.....................................17
SECTION 3.04    Sinking Fund................................................18
SECTION 3.05    Satisfaction of Sinking Fund Payments with Securities.......18
SECTION 3.06    Redemption of Securities for Sinking Fund...................l9

                                  ARTICLE IV.

                               CERTAIN COVENANTS


SECTION 4.01    Payment of Principal, Premium and Interest..................19
SECTION 4.02    Maintenance of Office or Agency.............................19
SECTION 4.03    Paying Agents...............................................20
SECTION 4.04    Appointment to Fill Vacancy in Office of Trustee............21
SECTION 4.05    Compliance with Consolidation Provisions....................21


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                                   ARTICLE V.

                       SECURITYHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

SECTION 5.01    Company to Furnish Trustee Names and Addresses of
                  Securityholders...........................................21
SECTION 5.02    Preservation Of Information; Communications With
                  Securityholders...........................................22
SECTION 5.03    Reports by the Company......................................22
SECTION 5.04    Reports by the Trustee......................................23

                                  ARTICLE VI.

                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT

SECTION 6.01    Events of Default...........................................23
SECTION 6.02    Collection of Indebtedness and Suits for Enforcement by
                  Trustee...................................................25
SECTION 6.03    Application of Moneys Collected.............................27
SECTION 6.04    Limitation on Suits.........................................27
SECTION 6.05    Rights and Remedies Cumulative; Delay or Omission Not
                  Waiver....................................................28
SECTION 6.06    Control by Securityholders..................................29
SECTION 6.07    Undertaking to Pay Costs....................................29

                                  ARTICLE VII.

                             CONCERNING THE TRUSTEE

SECTION 7.01    Certain Duties and Responsibilities of Trustee..............30
SECTION 7.02    Certain Rights of Trustee...................................31
SECTION 7.03    Trustee Not Responsible for Recitals or Issuance or
                  Securities................................................32
SECTION 7.04    May Hold Securities.........................................33
SECTION 7.05    Moneys Held in Trust........................................33
SECTION 7.06    Compensation and Reimbursement..............................33
SECTION 7.07    Reliance on Officers' Certificate...........................34
SECTION 7.08    Disqualification; Conflicting Interests.....................34
SECTION 7.09    Corporate Trustee Required; Eligibility.....................34
SECTION 7.10    Resignation and Removal; Appointment of Successor ..........35
SECTION 7.11    Acceptance of Appointment By Successor......................36


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SECTION 7.12    Merger, Conversion, Consolidation or Succession to Business.38
SECTION 7.13    Preferential Collection of Claims Against the Company.......38

                                 ARTICLE VIII.

                         CONCERNING THE SECURITYHOLDERS

SECTION 8.01    Evidence of Action by Securityholders.......................38
SECTION 8.02    Proof of Execution by Securityholders.......................39
SECTION 8.03    Who May be Deemed Owners....................................39
SECTION 8.04    Certain Securities Owned by Company Disregarded.............40
SECTION 8.05    Actions Binding on Future Securityholders...................40

                                  ARTICLE IX.

                            SUPPLEMENTAL INDENTURES

SECTION 9.01    Supplemental Indentures Without the Consent of
                  Securityholders...........................................41
SECTION 9.02    Supplemental Indentures With Consent of Securityholders.....42
SECTION 9.03    Effect of Supplemental Indentures...........................42
SECTION 9.04    Securities Affected by Supplemental Indentures..............42
SECTION 9.05    Execution of Supplemental Indentures .......................43

                                   ARTICLE X.

                             SUCCESSOR CORPORATION

SECTION 10.01   Company May Consolidate, Etc................................44
SECTION 10.02   Successor Corporation Substituted...........................44
SECTION 10.03   Evidence of Consolidation, Etc. to Trustee..................45

                                   ARTICLE XI.

                           SATISFACTION AND DISCHARGE

SECTION 11.01   Satisfaction and Discharge of Indenture.....................45
SECTION 11.02   Discharge of Obligations....................................46
SECTION 11.03   Deposited Moneys to be Held in Trust........................46
SECTION 11.04   Payment of Moneys Held by Paying Agents.....................46
SECTION 11.05   Repayment to Company........................................46


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                                  ARTICLE XII.

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS


SECTION 12.01   No Recourse.................................................47

                                 ARTICLE XIII.

                            MISCELLANEOUS PROVISIONS

SECTION 13.01   Effect on Successors and Assigns............................48
SECTION 13.02   Actions by Successor........................................48
SECTION 13.03   Surrender of Company Powers.................................48
SECTION 13.04   Notices.....................................................48
SECTION 13.05   Governing Law...............................................48
SECTION 13.06   Treatment of Securities as Debt.............................48
SECTION 13 07   Compliance Certificates and Opinions........................49
SECTION 13.08   Payments on Business Days...................................49
SECTION 13 09   Conflict with Trust Indenture Act...........................49
SECTION 13.10   Counterparts................................................50
SECTION 13.11   Separability................................................50
SECTION 13.12   Assignment..................................................50


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     INDENTURE, dated as of June 14, 1999, among Marsh & McLennan Companies,
Inc., a Delaware corporation (the "Company"), and State Street Bank and Trust
Company, as trustee (the "Trustee"):

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance of
unsecured debt securities (hereinafter referred to as the "Securities"), in an
unlimited aggregate principal amount to be issued from time to time in one or
more series as in this Indenture provided, as registered Securities without
coupons, to be authenticated by the certificate of the Trustee;

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

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

     NOW, THEREFORE, in consideration of the premises and the purchase of the
Securities by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of Securities:

                                   ARTICLE I.

                                  DEFINITIONS

     SECTION 1.01 Definitions of Terms.

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

     "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or


<PAGE>


indirectly controlling, controlled by, or under common control with the
specified Person, (d) a partnership in which the specified Person is a general
partner, (e) any officer or director of the specified Person, and (f) if the
specified Person is an individual, any entity of which the specified Person is
an officer, director or general partner.

     "Authenticating Agent" means an authenticating agent with respect to all
or any of the series of Securities appointed with respect to all or any series
of the Securities by the Trustee pursuant to Section 2.10.

     "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

     "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee of such 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.

     "Business Day" means, with respect to any series of Securities, any day
other than a day on which Federal or State banking institutions in the Borough
of Manhattan, The City of New York, are authorized or obligated by law,
executive order or regulation to close.

     "Certificate" means a certificate signed by the principal executive
officer, the principal financial officer, the Treasurer or the principal
accounting officer of the Company. The Certificate need not comply with the
provisions of Section 13.07.

     "Company" means Marsh & McLennan Companies, Inc., a corporation duly
organized and existing under the laws of the State of Delaware, and, subject to
the provisions of Article Ten, shall also include its successors and assigns.

     "Default" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

     "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally
administered, which office is located at Two Avenue de Lafayette, 5th floor,
Boston, MA, 02111-1724 except that whenever a provision herein refers to an
office or agency of the Trustee in the Borough of Manhattan, The City of New
York, such office is located, at the date hereof, at 61 Broadway, 15th floor,
New York, NY, 10006.

     "Depositary" means, with respect to Securities of any series, for which
the Company shall determine that such Securities will be issued as a Global
Security,


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The Depository Trust Company, New York, New York, another clearing agency, or
any successor registered as a clearing agency under the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.01 or 2.11.

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

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

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

     "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.

     "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 in accordance with the terms hereof.

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


                                       3
<PAGE>


     "Officers Certificate" means a certificate signed by the Chairman or a
Vice President and by the Treasurer or an Assistant Treasurer or the Controller
or an Assistant Controller or the Secretary or an Assistant Secretary of the
Company that is delivered to the Trustee in accordance with the terms hereof.
Each such certificate shall include the statements provided for in Section
13.07, if and to the extent required by the provisions thereof.

     "Opinion of Counsel" means an opinion in writing of legal counsel, who may
be an employee of or counsel for the Company that is delivered to the Trustee
in accordance with the terms hereof. Each such opinion shall include the
statements provided for in Section 13.07, if and to the extent required by the
provisions thereof.

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

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

     "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 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.

     "Responsible Officer" when used with respect to the Trustee means any
officer in its corporate trust department or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any


                                       4
<PAGE>


corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject.

     "Securities" means the debt Securities authenticated and delivered under
this Indenture.

     "Securityholder", "holder of Securities", "registered holder", or other
similar term, means the Person or Persons in whose name or names a particular
Security shall be registered on the books of the Company kept for that purpose
in accordance with the terms of this Indenture.

     "Subsidiary" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or
more of its Subsidiaries and (iii) any limited partnership of which such Person
or any of its Subsidiaries is a general partner.

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

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

     "Voting Stock", as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such Person, other than
shares, interests, participations or other equivalents having such power only
by reason of the occurrence of a contingency.

                                  ARTICLE II.

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

     SECTION 2.01 Designation and Terms of Securities.


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<PAGE>


     (a) The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued
in one or more series up to the aggregate principal amount of Securities of
that series from time to time authorized by or pursuant to a Board Resolution
of the Company or pursuant to one or more indentures supplemental hereto. Prior
to the initial issuance of Securities of any series, there shall be established
in or pursuant to a Board Resolution of the Company, and set forth in an
Officers' Certificate of the Company, or established in one or more indentures
supplemental hereto:

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

     (2) any limit upon the aggregate principal amount of the Securities of
that series that 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 that
series);

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

     (4) the rate or rates at which the Securities of the series shall bear
interest or the manner of calculation of such rate or rates, if any;

     (5) the date or dates from which such interest shall accrue, the Interest
Payment Dates on which such interest will be payable or the manner of
determination of such Interest Payment Dates and the record date for the
determination of holders to whom interest is payable on any such Interest
Payment Dates;

     (6) the right, if any, to extend the interest payment periods and the
duration of such extension;

     (7) 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;

     (8) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous provisions
(including payments made in cash in participation of future sinking fund
obligations) 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;


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<PAGE>


     (9) the form of the Securities of the series including the form of the
Certificate of Authentication for such series;

     (10) if other than denominations of one thousand U.S. dollars ($1,000) or
any integral multiple thereof, the denominations in which the Securities of the
series shall be issuable;

     (11) any and all other terms with respect to such series (which terms
shall not be inconsistent with the terms of this Indenture) including any terms
which may be required by or advisable under United States laws or regulations
or advisable in connection with the marketing of Securities of that series;

     (12) whether the Securities are issuable as a Global Security and, in such
case, the identity for the Depositary for such series;

     (13) whether the Securities will be convertible into shares of common
stock or other securities of the Company and, if so, the terms and conditions
upon which such Securities will be so convertible, including the conversion
price and the conversion period;

     (14) 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 6.01;

     (15) any additional or different Events of Default or restrictive
covenants provided for with respect to the Securities of the series;

     (16) any provisions granting special rights to holders when a specified
event occurs; and

     (17) any special tax implications of the notes, including provisions for
original issue discount securities, if offered.

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

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution of the Company, 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 of the Company setting forth the terms of the series.

     Securities of any particular series may be issued at various times, with
different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by
which rates of


                                       7
<PAGE>


interest may be determined, with different dates on which such interest may be
payable and with different redemption dates.

     SECTION 2.02 Form of Securities and Trustee's Certificate.

     The Securities of any series and the Trustee's certificate of
authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution of the Company and as set forth in an
Officers' Certificate of the Company and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which
Securities of that series may be listed, or to conform to usage.

     SECTION 2.03 Denominations: Provisions for Payment.

     The Securities shall be issuable as registered Securities and in the
denominations of one thousand U.S. dollars ($1,000) or any integral multiple
thereof, subject to Section 2.01(11). The Securities of a particular series
shall bear interest payable on the dates and at the rate specified with respect
to that series. The principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption thereof prior to
maturity, shall be payable in the coin or currency of the United States of
America that at the time is legal tender for public and private debt, at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security shall be dated the
date of its authentication. Interest on the Securities shall be computed on the
basis of a 360-day year composed of twelve 30-day months.

     The interest installment on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the Person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment. In the event
that any Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date and prior to such Interest Payment Date,
interest on such Security will be paid upon presentation and surrender of such
Security as provided in Section 3.03.

     Any interest on any Security that is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date for Securities of the same
series (herein called "Defaulted Interest") shall forthwith cease to be payable
to the


                                       8
<PAGE>


registered holder on the relevant regular record date by virtue of having been
such holder; and such Defaulted Interest shall be paid by the Company, at its
election, as provided in clause (1) or clause (2) below:

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

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

     Unless otherwise set forth in a Board Resolution of the Company or one or
more indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section 2.01 hereof, the term "regular record date" as
used in this Section with respect to a series of Securities with respect to any
Interest Payment Date for such series shall mean either the fifteenth day of
the month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if
such Interest


                                       9
<PAGE>


Payment Date is the first day of a month, or the first day of the month in
which an Interest Payment Date established for such series pursuant to Section
2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of
such month, whether or not such date is a Business Day.

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

     SECTION 2.04 Execution and Authentications.

     The Securities shall be signed on behalf of the Company by its Chairman,
or one of its Vice President together with its Treasurer, or one of its
Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries,
under its corporate seal attested by its Secretary or one of its Assistant
Secretaries. Signatures may be in the form of a manual or facsimile signature.
The Company may use the facsimile signature of any Person who shall have been a
Chairman or Vice President thereof, or of any Person who shall have been a
Secretary or Assistant Secretary thereof, notwithstanding the fact that at the
time the Securities shall be authenticated and delivered or disposed of such
Person shall have ceased to be the Chairman or a Vice President, or the
Secretary or an Assistant Secretary, of the Company. The seal of the Company
may be in the form of a facsimile of such seal and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities. The Securities may contain
such notations, legends or endorsements required by law, stock exchange rule or
usage. Each Security shall be dated the date of its authentication by the
Trustee.

     A Security shall not be valid until authenticated manually by an
authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Securities, signed by its
Chairman or any Vice President and its Secretary or any Assistant Secretary,
and the Trustee in accordance with such written order shall authenticate and
deliver such Securities.

     In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in


                                      10
<PAGE>


relying upon, an Opinion of Counsel stating that the form and terms thereof
have been established in conformity with the provisions of this Indenture.

     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 that is not reasonably acceptable to the Trustee.

     SECTION 2.05 Registration of Transfer and Exchange.

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

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

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

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


                                      11
<PAGE>


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

     (d) The Company shall not be required (i) to issue, exchange or register
the transfer of any Securities during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
less than all the Outstanding Securities of the same series and ending at the
close of business on the day of such mailing, nor (ii) to register the transfer
of or exchange any Securities of any series or portions thereof called for
redemption. The provisions of this Section 2.05 are, with respect to any Global
Security, subject to Section 2.11 hereof.

     SECTION 2.06 Temporary Securities.

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

     SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities.

     In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding
sentence) shall execute, and upon the Company's request the Trustee (subject as
aforesaid)


                                      12
<PAGE>


shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant's Security and of the ownership thereof. The
Trustee may authenticate any such substituted Security and deliver the same
upon the written request or authorization of any officer of the Company. Upon
the issuance of any substituted Security, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith. In case any Security that has
matured or is about to mature shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as they may require to save
them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft
of such Security and of the ownership thereof.

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

     SECTION 2.08 Cancellation.

     All Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall, if surrendered to the Company or
any paying agent, be delivered to the Trustee for cancellation, or, if
surrendered to the Trustee, shall be cancelled by it, and no Securities shall
be issued in lieu thereof except as expressly required or permitted by any of
the provisions of this Indenture. On request of the Company at the time of such
surrender, the Trustee shall deliver to the Company canceled Securities held by
the Trustee. In the


                                      13
<PAGE>


absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures and deliver a certificate of
disposition to the Company. If the Company shall otherwise acquire any of the
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee for cancellation.

     SECTION 2.09 Benefits of Indenture.

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

     SECTION 2.10 Authenticating Agent.

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

     Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
(and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint
an eligible successor Authenticating Agent acceptable to the Company. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,


                                      14
<PAGE>


shall become vested with all the rights, powers and duties of its predecessor
hereunder as if originally named as an Authenticating Agent pursuant hereto.

     SECTION 2.11 Global Securities.

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

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

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


                                      15
<PAGE>


of the Global Security for such Securities in definitive registered form
without coupons, in authorized denominations, the Global Security shall be
canceled by the Trustee. Such Securities in definitive registered form issued
in exchange for the Global Security pursuant to this Section 2.11(c) shall be
registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such
Securities to the Depositary for delivery to the Persons in whose names such
Securities are so registered.

                                  ARTICLE III.

              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

     SECTION 3.01 Redemption.

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

     SECTION 3.02 Notice of Redemption.

     (a) In case the Company shall desire to exercise such right to redeem all
or, as the case may be, a portion of the Securities of any series in accordance
with the right reserved so to do, the Company shall, or shall cause the Trustee
to, give notice of such redemption to holders of the Securities of such series
to be redeemed by mailing, first class postage prepaid, a notice of such
redemption not less than 30 days and not more than 90 days before the date
fixed for redemption of that series to such holders at their last addresses as
they shall appear upon the Security Register unless a shorter period is
specified in the Securities to be redeemed. Any notice that is mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the registered holder receives the notice. In any case, failure
duly to give such notice to the holder of any Security of any series designated
for redemption in whole or in part, or any defect in the notice, shall not
affect the validity of the proceedings for the redemption of any other
Securities of such series or any other series. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with any such restriction.

     Each such notice of redemption shall, specify the date fixed for
redemption and the redemption price at which Securities of that series are to
be redeemed, and shall state that payment of the redemption price of such
Securities to be redeemed will be made at the office or agency of the Company
in the


                                      16
<PAGE>


Borough of Manhattan, the City and State of New York, upon presentation and
surrender of such Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, that from and after said
date interest will cease to accrue and that the redemption is for a sinking
fund, if such is the case. If less than all the Securities of a series are to
be redeemed, the notice to the holders of Securities of that series to be
redeemed in whole or in part shall specify the particular Securities to be so
redeemed. In case any Security is to be redeemed in part only, the notice that
relates to such Security shall state the portion of the principal amount
thereof to be redeemed, and shall state that on and after the redemption date,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

     (b) If the Trustee is to provide notice to the holders of Securities in
accordance with section 3.02 (a) above, for a partial or full redemption, the
Company shall give the Trustee at least 45 days notice in advance of the date
fixed for redemption as to the aggregate principal amount of Securities of the
series to be redeemed, and thereupon the Trustee shall select, by lot or in
such other manner as it shall deem appropriate and fair in its discretion and
that may provide for the selection of a portion or portions (equal to one
thousand U.S. dollars ($1,000) or any integral multiple thereof) of the
principal amount of such Securities of a denomination larger than $1,000, the
Securities to be redeemed and shall thereafter promptly notify the Company in
writing of the numbers of the Securities to be redeemed, in whole or in part.

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

     SECTION 3.03 Payment Upon Redemption.

     (a) If the giving of notice of redemption shall have been completed as
above provided, the Securities or portions of Securities of the series to be
redeemed specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption and interest on such
Securities or


                                      17
<PAGE>


portions of Securities shall cease to accrue on and after the date fixed for
redemption, unless the Company shall default in the payment of such redemption
price and accrued interest with respect to any such Security or portion
thereof. On presentation and surrender of such Securities on or after the date
fixed for redemption at the place of payment specified in the notice, said
Securities shall be paid and redeemed at the applicable redemption price for
such series, together with interest accrued thereon to the date fixed for
redemption (but if the date fixed for redemption is an interest payment date,
the interest installment payable on such date shall be payable to the
registered holder at the close of business on the applicable record date
pursuant to Section 2.03).

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

     SECTION 3.04 Sinking Fund.

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

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

     SECTION 3.05 Satisfaction of Sinking Fund Payments with Securities.

     The Company (i) may deliver Outstanding Securities of a series (other than
any Securities previously called for redemption) and (ii) may apply as a credit
Securities of a series that 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


                                      18
<PAGE>


such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.

     SECTION 3.06 Redemption of Securities for Sinking Fund.

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

                                  ARTICLE IV.

                               CERTAIN COVENANTS

     SECTION 4.01 Payment of Principal, Premium and Interest.

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

     SECTION 4.02 Maintenance of Office or Agency.

     So long as any series of the Securities remain Outstanding, the Company
agrees to maintain an office or agency in the Borough of Manhattan, the City
and State of New York, with respect to each such series and at such other
location or locations as may be designated as provided in this Section 4.02,
where (i) Securities of that series may be presented for payment, (ii)
Securities of that series may be presented as hereinabove authorized for
registration of transfer and exchange, and (iii) notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be given or served, such designation to continue with respect to such office or
agency until the Company shall, by written notice signed by its Chairman or a
Vice President and delivered to the trustee, designate some other office or
agency for such purposes or any of them. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such


                                      19
<PAGE>


presentations, notices and demands may be made or served at the Corporate Trust
Office of the Trustee and the Company hereby appoints the Trustee as its agent
to receive all such presentations, notices and demands.

     SECTION 4.03 Paying Agents.

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

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

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

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

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

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


                                      20
<PAGE>


agent is the Trustee) the Company will promptly notify the Trustee of this
action or failure so to act.

     (c) Notwithstanding anything in this Section to the contrary, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.05, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for
any other purpose, pay, or direct any paying agent to pay, to the Trustee all
sums held in trust by the Company or such paying agent, such sums to be held by
the Trustee upon the same terms and conditions as those upon which such sums
were held by the Company or such paying agent; and, upon such payment by any
paying agent to the Trustee, such paying agent shall be released from all
further liability with respect to such money.

     SECTION 4.04 Appointment to Fill Vacancy in Office of Trustee.

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

     SECTION 4.05 Compliance with Consolidation Provisions.

     The Company will not, while any of the Securities remain Outstanding,
consolidate with, or merge into, or merge into itself, or sell or convey all or
substantially all of its property to any other company unless the provisions of
Article Ten hereof are complied with.

                                   ARTICLE V.

                       SECURITYHOLDERS LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

     SECTION 5.01 Company to Furnish Trustee Names and Addresses of
Securityholders.

     The Company will furnish or cause to be furnished to the Trustee (a) on a
monthly basis on each regular record date (as defined in Section 2.03) a list,
in such form as the Trustee may reasonably require, of the names and addresses
of the holders of each series of Securities as of such regular record date,
provided that the Company shall not be obligated to furnish or cause to furnish
such list at any time that the list shall not differ in any respect from the
most recent list furnished to the Trustee by the Company and (b) at such other
times as the Trustee may request in writing within 30 days after the receipt by
the Company of any such request, a list of similar form and content as of a
date not more than 15 days prior to the time such list is furnished; provided,
however, that, in either


                                      21
<PAGE>


case, no such list need be furnished for any series for which the Trustee shall
be the Security Registrar.

     SECTION 5.02 Preservation Of Information; Communications With
Securityholders.

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

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

     (c) Securityholders may communicate as provided in Section 312(b) of the
Trust Indenture Act with other Securityholders with respect to their rights
under this Indenture or under the Securities.

     SECTION 5.03 Reports by the Company.

     (a) The Company covenants and agrees to file with the Trustee, within 30
days after the Company is required to file the same with the Commission, copies
of the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) that the Company may be required to
file with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Company is not required to file information, documents
or reports pursuant to either of such sections, then to file with the Trustee
and the Commission, in accordance with the rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports that may be required pursuant to Section 13
of the Exchange Act, in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regulations.

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

     (c) The Company covenants and agrees to transmit by mail, first class
postage prepaid, or reputable over-night delivery service that provides for


                                      22
<PAGE>


evidence of receipt, to the Securityholders, as their names and addresses
appear upon the Security Register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Company pursuant to subsections (a) and (b) of this Section
as may be required by rules and regulations prescribed from time to time by the
Commission.

     SECTION 5.04 Reports by the Trustee.

     (a) On or before July 15 in each year in which any of the Securities are
Outstanding, the Trustee shall transmit by mail, first class postage prepaid,
to the Securityholders, as their names and addresses appear upon the Security
Register, a brief report dated as of the preceding May 15, if and to the extent
required under Section 313(a) of the Trust Indenture Act.

     (b) The Trustee shall comply with Section 313(b) and 313(c) of the Trust
Indenture Act.

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

                                  ARTICLE VI.

                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT

     SECTION 6.01 Events of Default.

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

          (1) the Company defaults in the payment of any installment of
     interest upon any of the Securities of that series, as and when the same
     shall become due and payable, and continuance of such default for a period
     of 90 days; provided, however, that a valid extension of an interest
     payment period by the Company in accordance with the terms of any
     indenture supplemental hereto, shall not constitute a default in the
     payment of interest for this purpose;

          (2) the Company defaults in the payment of the principal of (or
     premium, if any, on) any of the Securities of that series as and when the
     same shall become due and payable whether at maturity, upon redemption,


                                      23
<PAGE>


     by declaration or otherwise, or in any payment required by any sinking or
     analogous fund established with respect to that series; provided, however,
     that a valid extension of the maturity of such Securities in accordance
     with the terms of any indenture supplemental hereto shall not constitute a
     default in the payment of principal or premium, if any;

          (3) the Company fails to observe or perform any other of its
     covenants or agreements with respect to that series contained in this
     Indenture or otherwise established with respect to that series of
     Securities pursuant to Section 2.01 hereof (other than a covenant or
     agreement that has been expressly included in this Indenture solely for
     the benefit of one or more series of Securities other than such series)
     for a period of 90 days after the date on which written notice of such
     failure, requiring the same to be remedied and stating that such notice is
     a "Notice of Default" hereunder, shall have been given to the Company by
     the Trustee, by registered or certified mail, or to the Company and the
     Trustee by the holders of at least 25% in principal amount of the
     Securities of that series at the time Outstanding;

          (4) the Company pursuant to or within the meaning of any Bankruptcy
     Law (i) commences a voluntary case, (ii) consents to the entry of an order
     for relief against it in an involuntary case, (iii) consents to the
     appointment of a Custodian of it or for all or substantially all of its
     property or (iv) makes a general assignment for the benefit of its
     creditors; or

          (5) a court of competent jurisdiction enters an order under any
     Bankruptcy Law that (i) is for relief against the Company in an
     involuntary case, (ii) appoints a Custodian of the Company for all or
     substantially all of their respective property, or (iii) orders the
     liquidation of the Company, and the order or decree remains unstayed and
     in effect for 90 days.

     (b) In each and every such case, unless the principal of all the
Securities of that series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of
the Securities of that series then Outstanding hereunder, by notice in writing
to the Company (and to the Trustee if given by such Securityholders), may
declare the principal of all the Securities of that series to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, notwithstanding anything contained in
this Indenture or in the Securities of that series or established with respect
to that series pursuant to Section 2.01 to the contrary.


                                      24
<PAGE>


     (c) At any time after the principal of the Securities of that series shall
have been so declared due and payable, and before any judgment or decree for
the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the holders of a majority in aggregate principal amount
of the Securities of that series then Outstanding hereunder, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if: (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any, on) any and all
Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to
the extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.06, and (ii) any and all Events of Default under
the Indenture with respect to such series, other than the nonpayment of
principal on Securities of that series that shall not have become due by their
terms, shall have been remedied or waived as provided in Section 6.06.

     No such rescission and annulment shall extend to or shall affect any
subsequent default or impair any right consequent thereon.

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

     SECTION 6.02 Collection of Indebtedness and Suits for Enforcement by
Trustee.

     (a) The Company covenants that (1) in case it shall default in the payment
of any installment of interest on any of the Securities of a series, or any
payment required by any sinking or analogous fund established with respect to
that series as and when the same shall have become due and payable, and such
default shall have continued for a period of 90 Business Days, or (2) in case
it shall default in the payment of the principal of (or premium, if any, on)
any of the Securities of a series when the same shall have become due and
payable, whether upon maturity of the Securities of a series or upon redemption
or upon declaration or otherwise, then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holders of the Securities of
that series, the whole amount that then shall have been become due and payable
on all such Securities


                                      25
<PAGE>


for principal (and premium, if any) or interest, or both, as the case may be,
with interest upon the overdue principal (and premium, if any) and (to the
extent that payment of such interest is enforceable under applicable law) upon
overdue installments of interest at the rate per annum expressed in the
Securities of that series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, and the
amount payable to the Trustee under Section 7.06.

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

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

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


                                      26
<PAGE>


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

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

     SECTION 6.03 Application of Moneys Collected.

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

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

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

     SECTION 6.04 Limitation on Suits.

     No holder of any Security of any series shall have any right by virtue or
by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (i) such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to the Securities of such series specifying such Event of Default, as
hereinbefore provided; (ii) the holders of not less than 25% in aggregate
principal amount of the Securities of


                                      27
<PAGE>


such series then Outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as trustee
hereunder; (iii) such holder or holders shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby; and (iv) the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding and (v) during such 60
day period, the holders of a majority in principal amount of the Securities of
that series do not give the Trustee a direction inconsistent with the request.

     Notwithstanding anything contained herein to the contrary, any other
provisions of this Indenture, the right of any holder of any Security to
receive payment of the principal of (and premium, if any) and interest on such
Security, as therein provided, on or after the respective due dates expressed
in such Security (or in the case of redemption, on the redemption date), or to
institute suit for the enforcement of any such payment on or after such
respective dates or redemption date, shall not be impaired or affected without
the consent of such holder and by accepting a Security hereunder it is
expressly understood, intended and covenanted by the taker and holder of every
Security of such series with every other such taker and holder and the Trustee,
that no one or more holders of Securities of such series shall have any right
in any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any
other of such Securities, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Securities of such series. For the protection
and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     SECTION 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver.

     (a) Except as otherwise provided in Section 2.07, all powers and remedies
given by this Article to the Trustee or to the Securityholders shall, to the
extent permitted by law, be deemed cumulative and not exclusive of any other
powers and remedies available to the Trustee or the holders of the Securities,
by judicial proceedings or otherwise, to enforce the performance or observance
of the covenants and agreements contained in this Indenture or otherwise
established with respect to such Securities.

     (b) No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or on acquiescence
therein;


                                      28
<PAGE>


and, subject to the provisions of Section 6.04, every power and remedy given by
this Article or by law to the Trustee or the Securityholders may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Securityholders.

     SECTION 6.06 Control by Securityholders.

     The holders of a majority in aggregate principal amount of the Securities
of any series at the time Outstanding, determined in accordance with Section
8.04, shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee with respect to such series; provided,
however, that such direction shall not be in conflict with any rule of law or
with this Indenture or be unduly prejudicial to the rights of holders of
Securities of any other series at the time Outstanding determined in accordance
with Section 8.04. Subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee, determine
that the proceeding so directed would involve the Trustee in personal
liability. The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding affected thereby, determined
in accordance with Section 8.04, may on behalf of the holders of all of the
Securities of such series waive any past default in the performance of any of
the covenants contained herein or established pursuant to Section 2.01 with
respect to such series and its consequences, except a default in the payment of
the principal of, or premium, if any, or interest on, any of the Securities of
that series as and when the same shall become due by the terms of such
Securities otherwise than by acceleration (unless such default has been cured
and a sum sufficient to pay all matured installments of interest and principal
and any premium has been deposited with the Trustee (in accordance with Section
6.01(c)). Upon any such waiver, the default covered thereby shall be deemed to
be cured for all purposes of this Indenture and the Company, the Trustee and
the holders of the Securities of such series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

     SECTION 6.07 Undertaking to Pay Costs.

     All parties to this Indenture agree, and each holder of any Securities by
such holder's acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims


                                      29
<PAGE>


or defenses made by such party litigant; but the provisions of this Section
shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Securityholder, or group of Securityholders, holding more than 10% in
aggregate principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Securityholder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Security of such
series, on or after the respective due dates expressed in such Security or
established pursuant to this Indenture.

                                 ARTICLE VII.

                             CONCERNING THE TRUSTEE

     SECTION 7.01 Certain Duties and Responsibilities of Trustee.

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

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

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

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

               (ii) in the absence of bad faith on the part of the Trustee, the
          Trustee may with respect to the Securities of such


                                      30
<PAGE>


          series conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon any certificates
          or opinions furnished to the Trustee and conforming to the
          requirements of this Indenture; but in the case of any such
          certificates or opinions that 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;

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

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

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

     SECTION 7.02 Certain Rights of Trustee.

     Except as otherwise provided in Section 7.01

     (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, consent, order, approval, bond, security 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, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company, by the Chairman or any Vice President and by
the Secretary or an Assistant Secretary or the Treasurer or an


                                      31
<PAGE>


Assistant Treasurer thereof (unless other evidence in respect thereof is
specifically prescribed herein);

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

     (d) Subject to Section 7.01, the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Securityholders, pursuant to the
provisions of this Indenture, unless such Securityholders shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby;

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

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

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

     SECTION 7.03 Trustee Not Responsible for Recitals or Issuance Securities.

     (a) The recitals contained herein and in the Securities shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same.


                                      32
<PAGE>


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

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

     SECTION 7.04 May Hold Securities.

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

     SECTION 7.05 Moneys Held in Trust.

     Subject to the provisions of Section 11.05, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

     SECTION 7.06 Compensation and Reimbursement.

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


                                      33
<PAGE>


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

     SECTION 7.07 Reliance on Officers Certificate.

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

     SECTION 7.08 Disqualification; Conflicting Interests.

     If the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

     SECTION 7.09 Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee with respect to the Securities
issued hereunder which shall at all times be a corporation organized and doing
business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or other
Person permitted to act as trustee by the Commission, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least 50 million U.S. dollars ($50,000,000), and subject to supervision
or examination by Federal, State, Territorial, or District of Columbia
authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee. In case at any time the Trustee shall cease to be eligible in


                                      34
<PAGE>


accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.

     SECTION 7.10 Resignation and Removal, Appointment of Successor.

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

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

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

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

          (3) the Trustee shall become incapable of acting, or shall be
     adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
     proceeding, or a receiver of the Trustee or of its property shall be
     appointed or consented to, or any public officer shall take charge or
     control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation, then, in any such case, the
     Company may remove the Trustee with respect to all Securities and appoint
     a successor trustee by written instrument, in duplicate, executed by order
     of the Board of Directors, one copy of which instrument shall be delivered
     to the Trustee so removed and one copy to the successor trustee, or,
     unless the Trustee's duty to resign is stayed as provided herein, any


                                      35
<PAGE>


     Securityholder who has been a bona fide holder of a Security or Securities
     for at least six months may, on behalf of that holder and all others
     similarly situated, petition any court of competent jurisdiction for the
     removal of the Trustee and the appointment of a successor trustee. Such
     court may thereupon after such notice, if any, as it may deem proper and
     prescribe, remove the Trustee and appoint a successor trustee.

     (c) The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to such series by so notifying the Trustee and the Company
and may appoint a successor Trustee for such series with the consent of the
Company.

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

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

     SECTION 7.11 Acceptance of Appointment By Successor.

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

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


                                      36
<PAGE>


retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor trustee relates, (2) shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust, that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee and that no Trustee shall be responsible for any act or failure to
act on the part of any other Trustee hereunder; and upon the execution and
delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein, such
retiring Trustee shall with respect to the Securities of that or those series
to which the appointment of such successor trustee relates have no further
responsibility for the exercise of rights and powers or for the performance of
the duties and obligations vested in the Trustee under this Indenture, and each
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor trustee relates; but, on request of the Company
or any successor trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor trustee, to the extent contemplated by such
supplemental indenture, the property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor trustee relates.

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

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

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


                                      37
<PAGE>


     SECTION 7.12 Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of
Section 7.08 and eligible under the provisions of Section 7.09, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

     SECTION 7.13 Preferential Collection of Claims Against the Company.

     The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included therein.

                                 ARTICLE VIII.

                         CONCERNING THE SECURITYHOLDERS

     SECTION 8.01 Evidence of Action by Securityholders.

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

     If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent,


                                      38
<PAGE>


waiver or other action may be given before or after the record date, but only
the Securityholders of record at the close of business on the record date shall
be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of Outstanding Securities of that
series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the Outstanding Securities of that series shall be computed as of the
record date; provided, however, that no such authorization, agreement or
consent by such Securityholders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.

     SECTION 8.02 Proof of Execution by Securityholders.

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

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

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

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

     SECTION 8.03 Who May be Deemed Owners.

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


                                      39
<PAGE>


     SECTION 8.04 Certain Securities Owned by Company Disregarded.

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

     SECTION 8.05 Actions Binding on Future Securityholders.

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


                                      40
<PAGE>


                                  ARTICLE IX.

                            SUPPLEMENTAL INDENTURES

     SECTION 9.01 Supplemental Indentures Without the Consent of
Securityholders.

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

     (a) to cure any ambiguity, defect, or inconsistency herein, in the
Securities of any series;

     (b) to comply with Article Ten;

     (c) to provide for uncertificated Securities in addition to or in place of
certificated Securities;

     (d) 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;

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

     (f) to make any change that does not adversely affect the rights of any
Securityholder in any material respect; or

     (g) to provide for the issuance of and establish the form and terms and
conditions of the Securities of any series as provided in Section 2.01, to
establish the form of any certifications required to be furnished pursuant to
the terms of this Indenture or any series of Securities, or to add to the
rights of the holders of any series of Securities.

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


                                      41
<PAGE>


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

     SECTION 9.02 Supplemental Indentures With Consent of Securityholders.

     With the consent (evidenced as provided in Section 8.01) of the holders of
not less than a majority in aggregate principal amount of the Securities of
each series affected by such supplemental indenture or indentures at the time
Outstanding, the Company, when authorized by Board Resolutions, and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as then in effect) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner not covered by
Section 9.01 the rights of the holders of the Securities of such series under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the holders of each Security then Outstanding and
affected thereby, (i) extend the fixed maturity of any Securities of any
series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any premium payable upon the
redemption thereof or (ii) reduce the aforesaid percentage of Securities, the
holders of which are required to consent to any such supplemental indenture.

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

     SECTION 9.03 Effect of Supplemental Indentures.

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

     SECTION 9.04 Securities Affected by Supplemental Indentures.


                                      42
<PAGE>


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

     SECTION 9.05 Execution of Supplemental Indentures.

     Upon the request of the Company, accompanied by its Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental indenture. The Trustee, subject to
the provisions of Section 7.01, may receive an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article is
authorized or permitted by, and conforms to, the terms of this Article and that
it is proper for the Trustee under the provisions of this Article to join in
the execution thereof; provided, however, that such Opinion of Counsel need not
be provided in connection with the execution of a supplemental indenture that
establishes the terms of a series of Securities pursuant to Section 2.01
hereof.

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


                                      43
<PAGE>


                                   ARTICLE X.

                             SUCCESSOR CORPORATION

     SECTION 10.01 Company May Consolidate, Etc.

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

     SECTION 10.02 Successor Corporation Substituted.

     (a) In case of any such consolidation, merger, sale, conveyance, transfer
or other disposition and upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the due and punctual payment of the principal of,
premium, if any, and interest on all of the Securities of all series
Outstanding and the due and punctual performance of all of the covenants and
conditions of this Indenture or established with respect to each series of the
Securities pursuant to Section 2.01 to be performed by the Company with respect
to each series, such successor corporation shall succeed to and be substituted
for the Company with the same effect as if it had been named as the Company
herein, and thereupon the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Securities.

     (b) In case of any such consolidation, merger, sale, conveyance, transfer
or other disposition such changes in phraseology and form (but not in


                                      44
<PAGE>


substance) may be made in the Securities thereafter to be issued as may be
appropriate.

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

     SECTION 10.03 Evidence of Consolidation, Etc to Trustee.

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

                                  ARTICLE XI.

                           SATISFACTION AND DISCHARGE

     SECTION 11.01 Satisfaction and Discharge of Indenture.

     If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated (other than
any Securities that shall have been destroyed, lost or stolen and that shall
have been replaced or paid as provided in Section 2.07) and Securities for
whose payment money or Governmental Obligations have theretofore been deposited
in trust or segregated and held in trust by the Company (and thereupon repaid
to the Company or discharged from such trust, as provided in Section 11.05); or
(b) all such Securities of a particular series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit or cause to
be deposited with the Trustee as trust funds the entire amount in moneys or
Governmental Obligations sufficient or 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
at maturity or upon redemption all Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if
any) and interest due or to become due to such date of maturity or date fixed
for redemption, as the case may be, and if the Company shall also pay or cause
to be paid all other sums payable hereunder with respect to such series by the
Company then this Indenture shall thereupon cease to be of further effect with
respect to such series except for the provisions of Sections 2.03, 2.05, 2.07,
4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity or
redemption date, as the case may be, and Sections


                                      45
<PAGE>


7.06 and 11.05, that shall survive to such date and thereafter, and the
Trustee, on demand of the Company and at the cost and expense of the Company
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.

     SECTION 11.02 Discharge of Obligations.

     If at any time all such Securities of a particular series not heretofore
delivered to the Trustee for cancellation or that have not become due and
payable as described in Section 11.01 shall have been paid by the Company by
depositing irrevocably with the Trustee as trust funds moneys or an amount of
Governmental Obligations sufficient to pay at maturity or upon redemption all
such Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company with respect to such series, then after the
date such moneys or Governmental Obligations, as the case may be, are deposited
with the Trustee the obligations of the Company under this Indenture with
respect to such series shall cease to be of further effect except for the
provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05
hereof that shall survive until such Securities shall mature and be paid.
Thereafter, Sections 7.06 and 11.05 shall survive.

     SECTION 11.03 Deposited Moneys to be Held in Trust.

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

     SECTION 11.04 Payment of Moneys Held by Paying Agents.

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

     SECTION 11.05 Repayment to Company.

     Any moneys or Governmental Obligations deposited with any paying agent or
the Trustee, or then held by the Company, in trust for payment of


                                      46
<PAGE>


principal of or premium or interest on the Securities of a particular series
that are not applied but remain unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of (and premium, if
any) or interest on such Securities shall have respectively become due and
payable, shall upon request of the Company, be repaid to the Company or (if
then held by the Company) shall be discharged from such trust; and thereupon
the paying agent and the Trustee shall be released from all further liability
with respect to such moneys or Governmental Obligations, and the holder of any
of the Securities entitled to receive such payment shall thereafter, as an
unsecured general creditor, look only to the Company for the payment thereof.

                                  ARTICLE XII.

               IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                 AND DIRECTORS

     SECTION 12.01 No Recourse.

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


                                      47
<PAGE>


                                 ARTICLE XIII.

                            MISCELLANEOUS PROVISIONS

     SECTION 13.01 Effect on Successors and Assigns.

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

     SECTION 13.02 Actions by Successor.

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

     SECTION 13.03 Surrender of Company Powers.

     The Company by instrument in writing executed by authority of 2/3
(two-thirds) of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company, and thereupon such power
so surrendered shall terminate both as to the Company and as to any successor
corporation.

     SECTION 13.04 Notices.

     Except as otherwise expressly provided herein any notice or demand that by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Securities to or on the Company may be
given or served by being deposited first class postage prepaid in a post-office
letterbox addressed (until another address is filed in writing by the Company
with the Trustee), as follows: Marsh & McLennan Companies, Inc., 1166 Avenue of
the Americas, New York, New York 10036-2774. Any notice, election, request or
demand by the Company or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee.

     SECTION 13.05 Governing Law.

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

     SECTION 13.06 Treatment of Securities as Debt.


                                      48
<PAGE>


     It is intended that the Securities will be treated as indebtedness and not
as equity for federal income tax purposes. The provisions of this Indenture
shall be interpreted to further this intention.

     SECTION 13.07 Compliance Certificates and Opinions.

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

     (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant in this Indenture shall include (1) a statement that the Person making
such certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, he 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 or not, in the opinion of such
Person, such condition or covenant has been complied with.

     SECTION 13.08 Payments on Business Days.

     Except as provided pursuant to Section 2.01 pursuant to a Board
Resolution, and as set forth in an Officers Certificate, or established in one
or more indentures supplemental to this Indenture, in any case where the date
of maturity of interest or principal of any Security or the date of redemption
of any Security shall not be a Business Day, then payment of interest or
principal (and premium, if any) may be made on the next succeeding Business Day
with the same force and effect as if made on the nominal date of maturity or
redemption, and no interest shall accrue for the period after such nominal
date.

     SECTION 13.09 Conflict with Trust Indenture Act.

     If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.


                                      49
<PAGE>


     SECTION 13.10 Counterparts.

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

     SECTION 13.11 Separability.

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

     SECTION 13.12 Assignment.

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


                                      50
<PAGE>


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

                                       MARSH & McLENNAN COMPANIES, INC.

                                       By: /s/ Pierre D. Bognon
                                          --------------------------------------
                                          Name:  Pierre D. Bognon
                                          Title: Vice President and Treasurer

                                       STATE STREET BANK AND TRUST COMPANY,
                                         as Trustee

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


<PAGE>


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

                                       MARSH & McLENNAN COMPANIES, INC.

                                       By:
                                          --------------------------------------
                                          Name:  Pierre D. Bognon
                                          Title: Vice President and Treasurer

                                       STATE STREET BANK AND TRUST COMPANY,
                                         as Trustee

                                       By: /s/ Roland S. Gustatsen
                                          --------------------------------------
                                          Name:  Roland S. Gustatsen
                                          Title: Assistant Vice President