<PAGE>

                                                                    EXHIBIT 4(b)

                         INDIANA MICHIGAN POWER COMPANY


                                       AND


                              THE BANK OF NEW YORK,


                                   AS TRUSTEE




                                    INDENTURE


                           Dated as of October 1, 1998




<PAGE>


                              CROSS-REFERENCE TABLE


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



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


                                        i

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                                TABLE OF CONTENTS

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

                                    RECITALS:

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

ARTICLE ONE - DEFINITIONS

      Section 1.01

           Certain terms defined, other terms defined in the Trust Indenture Act
           of 1939, as amended, or by reference therein in the Securities Act of
           1933, as amended, to have the meanings assigned therein

           Affiliate..............................................2
           Authenticating Agent...................................2
           Authorized Officer.....................................3
           Board of Directors.....................................3
           Board Resolution.......................................3
           Business Day...........................................3
           Certificate............................................3
           Commission.............................................3
           Company................................................4
           Company Order..........................................4
           Corporate Trust Office.................................4
           Default................................................4
           Depository.............................................4
           Discount Security......................................4
           Dollar.................................................5
           Eligible Obligations...................................5
           Event of Default.......................................5
           Global Security........................................5
           Governmental Authority.................................5
           Governmental Obligations...............................5
           Indenture..............................................6
           Instructions...........................................6
           Interest ..............................................6
           Interest Payment Date..................................6
           Officers' Certificate..................................6
           Opinion of Counsel.....................................7
           Outstanding............................................7
           Periodic Offering......................................7
           Person.................................................8
           Place of Payment.......................................8
           Predecessor Security...................................8
           Responsible Officer....................................8
           Security...............................................8
           Securityholder.........................................8
           Series.................................................9
           Tranche................................................9
           Trustee................................................9
           Trust Indenture Act....................................9
           United States..........................................9

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

      Section 2.01
           Designation, terms, amount, authentication
           and delivery of Securities.............................9

      Section 2.02
           Form of Security and Trustee's certificate............11

      Section 2.03
           Date and denominations of Securities,
           and provisions for payment of principal,
           premium and interest..................................12

      Section 2.04
           Execution of Securities...............................14

      Section 2.05
           Exchange of Securities................................16
           (a)  Registration and transfer
                of Securities....................................16
           (b)  Security Register; Securities to be accompanied
                by proper instruments of transfer................16
           (c)  Charges upon exchange, transfer or
                registration of Securities.......................17
           (d)  Restrictions on transfer or
                exchange at time of redemption...................17

      Section 2.06
           Temporary Securities..................................17

      Section 2.07
           Mutilated, destroyed, lost or
           stolen Securities.....................................18

      Section 2.08
           Cancellation of surrendered Securities................19

      Section 2.09
           Provisions of Indenture and Securities
           for sole benefit of parties and
           Securityholders.......................................19

      Section 2.10
           Appointment of Authenticating Agent...................19

      Section 2.11
           Global Security.......................................20
           (a)  Authentication and Delivery;
                Legend...........................................20
           (b)  Transfer of Global Security......................20
           (c)  Issuance of Securities in
                Definitive Form..................................20

      Section 2.12
           Payment in Proper Currency............................21

      Section 2.13
           Identification of Securities..........................22

ARTICLE THREE - REDEMPTION OF SECURITIES AND
SINKING FUND PROVISIONS

      Section 3.01
           Redemption of Securities..............................22

      Section 3.02
           (a)  Notice of redemption.............................22
           (b)  Selection of Securities in case
                less than all Securities to be
                redeemed.........................................23

      Section 3.03
           (a)  When Securities called for
                redemption become due and payable................24
           (b)  Receipt of new Security upon
                partial payment..................................24

      Section 3.04
           Sinking Fund for Securities...........................24

      Section 3.05
           Satisfaction of Sinking Fund
           Payments with Securities..............................25

      Section 3.06
           Redemption of Securities for
           Sinking Fund..........................................25

ARTICLE FOUR - PARTICULAR COVENANTS OF THE COMPANY

      Section 4.01
           Payment of principal (and premium
           if any) and interest on Securities....................26

      Section 4.02
           Maintenance of office or agency for payment of Securities,
           designation of office or agency for payment, registration,
           transfer and exchange of Securities...................26

      Section 4.03
           (a)  Duties of paying agent...........................26
           (b)  Company as paying agent..........................27
           (c)  Holding sums in trust............................27

      Section 4.04
           Appointment to fill vacancy in
           office of Trustee.....................................28

      Section 4.05
           Restriction on consolidation,
           merger or sale........................................28

      Section 4.06
           Calculation of Original Issue Discount................28


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

      Section 5.01
           Company to furnish Trustee information
           as to names and addresses of
           Securityholders.......................................28

      Section 5.02
           (a)  Trustee to preserve information
                as to names and addresses of
                Securityholders received by it
                in capacity of paying agent......................28
           (b)  Trustee may destroy list of
                Securityholders on certain
                conditions.......................................29
           (c)  Trustee to make information as to names and
                addresses of Securityholders available to
                "applicants" to mail communications to
                Securityholders in certain circumstances.........29
           (d)  Procedure if Trustee elects not to
                make information available to
                applicants.......................................29
           (e)  Company and Trustee not accountable
                for disclosure of information....................30

      Section 5.03
           (a)  Annual and other reports to be filed
                by Company with Trustee..........................30
           (b)  Additional information and reports to be filed
                with Trustee and Securities and Exchange
                Commission.......................................30
           (c)  Summaries  of  information  and  reports  to be  transmitted  by
                Company to Securityholders........31
           (d)  Annual Certificate to be furnished
                to Trustee.......................................31
           (e)  Effect of Delivery to Trustee....................31

      Section 5.04
           (a)  Trustee to transmit annual report
                to Securityholders...............................31
           (b)  Trustee to transmit certain further
                reports to Securityholders.......................32
           (c)  Copies  of  reports  to  be  filed  with  stock   exchanges  and
                Securities and Exchange Commission.33

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

      Section 6.01
           (a)  Events of default defined........................33
           (b)  Acceleration of maturity
                upon Event of Default............................34
           (c)  Waiver of default and rescission
                of declaration of maturity.......................35
           (d)  Restoration of former position
                and rights upon curing default...................35

      Section 6.02
           (a)  Covenant of Company to pay to Trustee whole
                amount due on Securities on default in
                payment of interest or principal (and
                premium, if any).................................36
           (b)  Trustee may recover  judgment for whole amount due on Securities
                on failure of Company to pay...36
           (c)  Billing of proof of claim by Trustee in
                bankruptcy, reorganization or receivership
                proceeding.......................................36
           (d)  Rights of action and of asserting claims may be
                enforced by Trustee without possession of
                Securities.......................................37

      Section 6.03
           Application of monies collected by Trustee............37

      Section 6.04
           Limitation on suits by holders of Securities..........38

      Section 6.05
           (a)  Remedies Cumulative..............................39

           (b)  Delay or omission in exercise
                of rights not waiver of default..................39

      Section 6.06
           Rights of holders of majority in
           principal amount of Securities to
           direct trustee and to waive defaults..................39

      Section 6.07
           Trustees to give notice of defaults
           known to it, but may withhold in
           certain circumstances.................................40

      Section 6.08
           Requirements of an undertaking to pay
           costs in certain suits under Indenture
           or against Trustee....................................41

ARTICLE SEVEN - CONCERNING THE TRUSTEE

      Section 7.01
           (a)  Upon Event of Default occurring and
                continuing, Trustee shall exercise powers
                vested in it, and use same degree of
                care and skill in their exercise, as
                prudent individual will use......................41
           (b)  Trustee not relieved from liability
                for negligence or willful misconduct
                except as provided in this section...............41
                (1)  Prior to Event of  Default  and  after
                     the curing of all Events of Default which may have occurred
                     (i) Trustee  not liable  except for  performance  of duties
                     specifically  set  forth  (ii)  In  absence  of bad  faith,
                     Trustee may  conclusively  rely on certificates or opinions
                     furnished it hereunder, subject to duty to examine the same
                     if specifically required to be furnished to it

                (2) Trustee not liable for error of judgment  made in good faith
                    by Responsible Officer unless Trustee negligent


                (3)  Trustee not liable for action or  non-action  in accordance
                     with  direction of holders of majority in principal  amount
                     of Securities

                (4)  Trustee  need  not  expend  own  funds   without   adequate
                     indemnity

      Section 7.02
           Subject to provisions of Section 7.01:
           (a)  Trustee may rely on documents believed
                genuine and properly signed or presented.........43
           (b)  Sufficient evidence by certain
                instruments provided for.........................43
           (c)  Trustee may consult with counsel and act
                on advice or Opinion of Counsel..................43
           (d)  Trustee may require indemnity from
                Securityholders..................................43
           (e)  Trustee not liable for actions in good
                faith believed to be authorized..................44
           (f)  Trustee not bound to investigate facts or
                matters stated in certificates, etc. unless
                requested in writing by Securityholders..........44
           (g)  Trustee may perform duties directly or
                through agents or attorneys......................44
           (h)  Permissive rights of Trustee.....................44

      Section 7.03
           (a)  Trustee not liable for recitals in
                Indenture or in Securities.......................44
           (b)  No representations by Trustee as to
                validity or Indenture or of Securities...........44
           (c)  Trustee not accountable for use of
                Securities or proceeds...........................44

      Section 7.04
           Trustee, paying agent or Security
           Registrar may own Security............................45

      Section 7.05
           Monies received by Trustee to be held
           in Trust without interest.............................45

      Section 7.06
           (a)  Trustee entitled to compensation,
                reimbursement and indemnity......................45
           (b)  Obligations to Trustee to be
                secured by lien prior to
                Securities.......................................45
           (c)  Nature of Expenses...............................46
           (d)  Survival of Obligations..........................46

      Section 7.07
           Right of Trustee to rely on certificate
           of officers of Company where no other
           evidence specifically prescribed......................46


      Section 7.08
           Trustee acquiring conflicting interest
           to eliminate conflict or resign.......................46

      Section 7.09
           Requirements for eligibility of
           trustee...............................................46

      Section 7.10
           (a)  Resignation of Trustee and
                appointment of successor.........................47
           (b)  Removal of Trustee by Company
                or by court on Securityholders'
                application......................................47
           (c)  Removal of Trustee by holders
                         of majority in principal amount
               of Securities....................................48
           (d)  Time when resignation or removal
                of Trustee effective.............................48
           (e)  One Trustee for each series......................48

      Section 7.11
           (a)  Acceptance by successor Trustee..................48
           (b)  Trustee with respect to less than
                all series.......................................49
           (c)  Company to confirm Trustee's rights..............50
           (d)  Successor Trustee to be qualified................50
           (e)  Notice of succession.............................50

      Section 7.12
           Successor to Trustee by merger, consolidation
           of succession to business.............................50

      Section 7.13
           Limitations on rights of Trustee as a
           creditor to obtain payment of certain
           claims................................................50

ARTICLE EIGHT - CONCERNING THE SECURITYHOLDERS

      Section 8.01
           Evidence of action by Securityholders.................50

      Section 8.02
           Proof of execution of instruments and of
           holding of Securities.................................51

      Section 8.03
           Who may be deemed owners of Securities................52

      Section 8.04
           Securities owned by Company or controlled
           or controlling companies disregarded for
           certain purposes......................................52

      Section 8.05
           Instruments executed by Securityholders
           bind future holders...................................53

ARTICLE NINE - SUPPLEMENTAL INDENTURES

      Section 9.01
           Purposes for which supplemental indenture
           may be entered into without consent of
           Securityholders.......................................53

      Section 9.02
           Modification of Indenture with consent
           of Securityholders....................................56

      Section 9.03
           Effect of supplemental indentures.....................57

      Section 9.04
           Securities may bear notation of changes
           by supplemental indentures............................58

      Section 9.05
           Opinion of Counsel....................................58

ARTICLE TEN - CONSOLIDATION, MERGER AND SALE

      Section 10.01
           Consolidations or mergers of Company
           and sales or conveyances of property
           of Company permitted..................................58

      Section 10.02
           (a)  Rights and duties of successor company...........59
           (b)  Appropriate changes may be made in
                phraseology and form of Securities...............59
           (c)  Company may consolidate or merge into
                itself or acquire properties of other
                corporations.....................................59

      Section 10.03
           Opinion of Counsel....................................60


ARTICLE ELEVEN - DEFEASANCE AND CONDITIONS TO DEFEASANCE;
UNCLAIMED MONIES

      Section 11.01
           Defeasance and conditions to defeasance...............60

      Section 11.02
           Application by Trustee of funds deposited
           for payment of Securities.............................61

      Section 11.03
           Repayment of monies held by paying agent..............62

      Section 11.04
           Repayment of monies held by Trustee...................62

      Section 11.05
           Delivery of Officer's Certificate
           and Opinion of Counsel................................62

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

      Section 12.01
           Incorporators, Stockholders, officers and
           directors of Company exempt from individual
           liability.............................................62

ARTICLE THIRTEEN - MISCELLANEOUS PROVISIONS

      Section 13.01
           Successors and assigns of Company
           bound by Indenture....................................63

      Section 13.02
           Acts of board, committee or officer
           of successor company valid............................63

      Section 13.03
           Surrender of powers by Company........................63

      Section 13.04
           Required notices or demands may by
           served by mail........................................63

      Section 13.05
           Indenture and Securities to be construed
           in accordance with laws of the State
           of New York...........................................64

      Section 13.06
           (a)  Officers' Certificate and Opinion of
                Counsel to be furnished upon applications
                or demands by company............................64
           (b)  Statements  to be included in each  certificate  or opinion with
                respect to compliance with condition or covenant.........64

      Section 13.07
           Payments due on non-Business Days.....................64

      Section 13.08
           Provisions required by Trust Indenture
           Act of 1939 to control................................65

      Section 13.09
           Indenture may be executed in counterparts.............65

      Section 13.10
           Separability of Indenture provisions..................65

      Section 13.11
           Assignment by Company to subsidiary...................65

      Section 13.12
           Headings..............................................65

      Section 13.13
           Securities in Foreign Currencies......................65

ACCEPTANCE OF TRUST BY TRUSTEE...................................66

TESTIMONIUM......................................................66

SIGNATURES AND SEALS.............................................67

ACKNOWLEDGEMENTS.................................................68


<PAGE>






      THIS INDENTURE,  dated as of the 1st day of October, 1998, between INDIANA
MICHIGAN POWER COMPANY, a corporation duly organized and existing under the laws
of the State of Indiana  (hereinafter  sometimes  referred to as the "Company"),
and THE BANK OF NEW YORK,  a banking  corporation  of the State of New York,  as
trustee (hereinafter sometimes referred to as the "Trustee"):

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

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

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

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   ARTICLE ONE
                                   DEFINITIONS

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

Affiliate:

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

Authenticating Agent:

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

Authorized Officer:

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

Board of Directors or Board:

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

Board Resolution:

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

Business Day:

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

Certificate:

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

Commission:

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

Company:

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

Company Order:

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

Corporate Trust Office:

The term "Corporate  Trust Office" shall mean the office of the Trustee at which
at any  particular  time its  corporate  trust  business  shall  be  principally
administered,  which office at the date of the  execution  of this  Indenture is
located at 101 Barclay Street, Floor 21W, New York, New York 10286.

Default:

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

Depository:

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

Discount Security:

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



Dollar:

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

Eligible Obligations:

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

Event of Default:

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

Global Security:

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

Governmental Authority:

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

Governmental Obligations:

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

Indenture:

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

Instructions:

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

Interest:

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

Interest Payment Date:

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

Officers' Certificate:

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

Opinion of Counsel:

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

Outstanding:

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

Periodic Offering:

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

Person:

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

Place of Payment:

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

Predecessor Security:

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

Responsible Officer:

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

Security or Securities:

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

Securityholder:

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

Series:

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

Tranche:

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

Trustee:

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

Trust Indenture Act:

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

United States:

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


                                   ARTICLE TWO

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

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

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

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

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

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


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

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

      Dated:

      THE BANK OF NEW YORK, as Trustee

      By:___________________________
         Authorized Signatory"

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

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

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      SECTION 2.13. The Company in issuing  Securities  may use "CUSIP"  numbers
(if then  generally  in use) and,  if so used,  the  Trustee  shall use  "CUSIP"
numbers in notices of  redemption  as a  convenience  to holders of  Securities;
provided that any such notice may state that no representation is made as to the
correctness  of such numbers either as printed on the Securities or contained in
any  notice of  redemption  and that  reliance  may be placed  only on the other
identification numbers printed on the Securities,  and any such redemption shall
not be affected by any defect in or omission of such numbers.  The Company shall
promptly notify the Trustee of any change in the CUSIP numbers.


                                  ARTICLE THREE
              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

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

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

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

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

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

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

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

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

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

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

      SECTION  3.05.  The Company (i) may deliver  Outstanding  Securities  of a
series (other than any previously called for redemption) and (ii) may apply as a
credit Securities of a series which have been redeemed either at the election of
the Company  pursuant to the terms of such Securities or through the application
of  permitted  optional  sinking  fund  payments  pursuant  to the terms of such
Securities,  in each case in  satisfaction  of all or any part of any  mandatory
sinking fund payment;  provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the  redemption  price  specified in such  Securities  for redemption
through operation of the mandatory sinking fund and the amount of such mandatory
sinking fund payment shall be reduced accordingly.

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

                                  ARTICLE FOUR
                 PARTICULAR COVENANTS OF THE COMPANY

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

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

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

      The Company  may also from time to time,  by written  notice  signed by an
Authorized  Officer and  delivered to the Trustee,  designate  one or more other
offices or agencies for the foregoing  purposes within or outside the Borough of
Manhattan,   City  of  New  York,  and  may  from  time  to  time  rescind  such
designations; provided, however, that no such designation or rescission shall in
any manner  relieve  the  Company of its  obligations  to  maintain an office or
agency in the Borough of Manhattan, City of New York for the foregoing purposes.
The Company will give prompt  written notice to the Trustee of any change in the
location of any such other office or agency.

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


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

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

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

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

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

      (c)  Anything in this  Section to the  contrary  notwithstanding,  (i) the
agreement  to hold sums in trust as provided  in this  Section is subject to the
provisions  of Section  11.04,  and (ii) the  Company  may at any time,  for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other  purpose,  pay, or direct any paying agent to pay, to the Trustee all sums
held in trust by the Company or such paying  agent,  such sums to be held by the
Trustee  upon the same terms and  conditions  as those upon which such sums were
held by the Company or such paying  agent;  and, upon such payment by any paying
agent to the  Trustee,  such paying  agent  shall be  released  from all further
liability with respect to such money.

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

      SECTION 4.05.  The Company will not,  while any of the  Securities  remain
outstanding,  consolidate  with, or merge into, or merge into itself, or sell or
convey all or  substantially  all of its property to any other Person unless the
provisions of Article Ten hereof are complied with.

      SECTION  4.06. In the event that the Company  issues a Discount  Security,
the  Company  shall  file  with  the  Trustee  at or  prior  to the  time of the
authentication  of such  Discount  Security  a written  notice,  in such form as
mutually  agreed upon by the Company and the Trustee,  specifying  the amount of
original issue  discount that will be accrued on such Discount  Security in each
calendar year from the date of issuance to the maturity thereof.


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

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

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

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

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

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

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

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

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

      SECTION  5.03.  (a) The  Company  covenants  and  agrees  to file with the
Trustee,  within 30 days after the Company is required to file the same with the
Commission,  a copy of the annual reports and of the information,  documents and
other  reports  (or a copy  of  such  portions  of any of the  foregoing  as the
Commission may from time to time by rules and regulations  prescribe)  which the
Company may be required  to file with the  Commission  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act; or, if the Company is not required to file
information,  documents or reports pursuant to either of such sections,  then to
file  with the  Trustee  and,  unless  the  Commission  shall  not  accept  such
information,  documents or reports, the Commission, in accordance with the rules
and  regulations  prescribed  from time to time by the  Commission,  such of the
supplementary  and  periodic  information,  documents  and reports  which may be
required  pursuant to Section 13 of the  Exchange  Act, in respect of a security
listed and  registered  on a national  securities  exchange as may be prescribed
from time to time in such rules and regulations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

           THIRD:    To the Company.

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

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

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

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

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

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

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

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


                                  ARTICLE SEVEN
                             CONCERNING THE TRUSTEE

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

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

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

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

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

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

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

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

      (c) Whether or not therein expressly so provided,  every provision of this
Indenture  relating to the conduct or  affecting  the  liability of or affording
protection  to the Trustee  shall be subject to the  provisions  of this Section
7.01.

      SECTION 7.02.  Except as otherwise provided in Section 7.01:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      (b) In case of the  appointment  hereunder  of a  successor  trustee  with
respect to the Securities of one or more (but not all) series, the Company,  the
retiring  Trustee and each  successor  trustee with respect to the Securities of
one or more series shall  execute and deliver an indenture  supplemental  hereto
wherein each successor trustee shall accept such appointment and which (1) shall
contain  such  provisions  as shall be  necessary  or  desirable to transfer and
confirm to, and to vest in,  each  successor  trustee  all the  rights,  powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor trustee relates,  (2)
shall  contain  such  provisions  as shall be deemed  necessary  or desirable to
confirm that all the rights,  powers,  trusts and duties of the retiring Trustee
with respect to the  Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the  provisions of this  Indenture as shall be
necessary  to  provide  for or  facilitate  the  administration  of  the  trusts
hereunder by more than one Trustee,  it being  understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same  trust,  that  each  such  Trustee  shall be  trustee  of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder  administered by
any other such Trustee and that no Trustee shall be  responsible  for any act or
failure  to act on the  part  of any  other  Trustee  hereunder;  and  upon  the
execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become  effective to the extent provided  therein,
such  retiring  Trustee  shall with respect to the  Securities  of that or those
series  to which the  appointment  of such  successor  trustee  relates  have no
further  responsibility  for  the  exercise  of  rights  and  powers  or for the
performance  of the  duties and  obligations  vested in the  Trustee  under this
Indenture,  and each such  successor  trustee,  without any further act, deed or
conveyance,  shall become vested with all the rights,  powers, trusts and duties
of the retiring  Trustee with respect to the  Securities of that or those series
to which the appointment of such successor  trustee relates;  but, on request of
the Company or any successor  trustee,  such retiring Trustee shall duly assign,
transfer and deliver to such successor  trustee,  to the extent  contemplated by
such  supplemental  indenture,  the  property  and money  held by such  retiring
Trustee  hereunder  with  respect to the  Securities  of that or those series to
which the appointment of such successor trustee relates.

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

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

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

      SECTION  7.12.  Any  corporation  into which the  Trustee may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion  or  consolidation  to which the Trustee shall be a
party,  or  any  corporation  succeeding  to  all  or  substantially  all of the
corporate  trust business of the Trustee,  shall be the successor of the Trustee
hereunder,  provided such corporation shall be qualified under the provisions of
the Trust  Indenture  Act and eligible  under the  provisions  of Section  7.09,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary  notwithstanding.  In
case any Securities  shall have been  authenticated,  but not delivered,  by the
Trustee then in office, any successor by merger,  conversion or consolidation to
such  authenticating  Trustee  may adopt such  authentication  and  deliver  the
Securities so  authenticated  with the same effect as if such successor  Trustee
had itself authenticated such Securities.

      SECTION  7.13.  If and when the  Trustee  shall  become a creditor  of the
Company (or any other obligor upon the Securities), the Trustee shall be subject
to the  provisions of the Trust  Indenture  Act  regarding  collection of claims
against the Company (or any other obligor upon the Securities).

                                  ARTICLE EIGHT
                         CONCERNING THE SECURITYHOLDERS

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

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

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

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

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

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

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

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

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

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

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

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

      (a) to evidence the succession of another  person to the Company,  and the
assumption  by any such  successor  of the  covenants  of the Company  contained
herein or otherwise established with respect to the Securities; or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE TEN
                         CONSOLIDATION, MERGER AND SALE

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

      SECTION  10.02.  (a) In  case of any  such  consolidation,  merger,  sale,
conveyance,  transfer  or  other  disposition  and upon  the  assumption  by the
successor corporation, by supplemental indenture,  executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of and premium,  if any, and interest on all of the  Securities
of all series  outstanding  and the due and punctual  performance  of all of the
covenants and conditions of this  Indenture or established  with respect to each
series of the Securities pursuant to Section 2.01 to be kept or performed by the
Company with respect to each series, such successor corporation shall succeed to
and be substituted for the Company, with the same effect as if it had been named
herein as the party of the first part, and thereupon (provided, that in the case
of a lease, the term of the lease is at least as long as the longest maturity of
any Securities  outstanding at such time) the predecessor  corporation  shall be
relieved  of  all  obligations  and  covenants  under  this  Indenture  and  the
Securities. Such successor corporation thereupon may cause to be signed, and may
issue  either  in its  own  name  or in the  name of the  Company  or any  other
predecessor  obligor on the  Securities,  any or all of the Securities  issuable
hereunder  which  theretofore  shall not have been  signed  by the  Company  and
delivered to the Trustee; and, upon the order of such successor company, instead
of the Company, and subject to all the terms, conditions and limitations in this
Indenture  prescribed,  the Trustee  shall  authenticate  and shall  deliver any
Securities which previously shall have been signed and delivered by the officers
of the predecessor Company to the Trustee for authentication, and any Securities
which  such  successor  corporation  thereafter  shall  cause to be  signed  and
delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects  have the same legal rank and benefit  under this  Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture  as though all of such  Securities  had been issued at the date of the
execution hereof.

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

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

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

                                 ARTICLE ELEVEN
      DEFEASANCE AND CONDITIONS TO DEFEASANCE; UNCLAIMED MONIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                 ARTICLE TWELVE
                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

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

                                ARTICLE THIRTEEN
                            MISCELLANEOUS PROVISIONS

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

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

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

      SECTION 13.04. Except as otherwise expressly provided herein any notice or
demand which by any  provision of this  Indenture is required or permitted to be
given or served by the  Trustee  or by the  holders of  Securities  to or on the
Company may be given or served by being deposited first class postage prepaid in
a post office letter box addressed (until another address is filed in writing by
the Company with the Trustee),  as follows:  Indiana Michigan Power Company, One
Summit  Square,  P.O.  Box 60, Fort  Wayne,  Indiana  46801,  with a copy to the
Company in care of American  Electric  Power  Service  Corporation,  1 Riverside
Plaza, Columbus, Ohio 43215, Attention: Treasurer. Any notice, election, request
or demand by the Company or any  Securityholder  to or upon the Trustee shall be
deemed to have been  sufficiently  given or made, for all purposes,  if given or
made in writing at the Corporate Trust Office of the Trustee.

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

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

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

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

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

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

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

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

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

      SECTION 13.13.  Whenever this Indenture provides for any action by, or the
determination of any rights of, holders of Securities of any series in which not
all of such Securities are  denominated in the same currency,  in the absence of
any provision to the contrary in the form of Security of any particular  series,
any amount in  respect  of any  Security  denominated  in a currency  other than
Dollars shall be treated for any such action or  determination of rights as that
amount of Dollars  that could be  obtained  for such  amount on such  reasonable
basis of exchange and as of the record date with respect to  Securities  of such
series (if any) for such action or  determination  of rights (or, if there shall
be no applicable  record date, such other date reasonably  proximate to the date
of such  action or  determination  of rights) as the  Company  may  specify in a
written notice to the Trustee or, in the absence of such written notice,  as the
Trustee may determine.

      The Bank of New  York,  as  Trustee,  hereby  accepts  the  trusts in this
Indenture declared and provided,  upon the terms and conditions  hereinabove set
forth.

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

                         INDIANA MICHIGAN POWER COMPANY

                               By   /S/ A. A. PENA
                                    Treasurer

Attest:

By  /S/ J. F. DI LORENZO, JR.
      Secretary

                              THE BANK OF NEW YORK,
                                   as Trustee

                             By /S/ MICHAEL CULHANE
                                    Vice President

Attest:

By /S/ REMO J. REALE
    Trust Officer


<PAGE>


State of Ohio        }
                     }  ss:
County of Franklin   }


      On this 29th day of October, 1998, personally appeared before me, a Notary
Public  within and for said County in the State  aforesaid,  Armando A. Pena and
John F. Di  Lorenzo,  Jr.,  to me known and known to me to be  respectively  the
Treasurer  and  Secretary  of  INDIANA  MICHIGAN  POWER  COMPANY,   one  of  the
corporations named in and which executed the foregoing instrument, who severally
acknowledged  that they did sign and seal said  instrument as such Treasurer and
Secretary for and on behalf of said  corporation and that the same is their free
act and deed as such  Treasurer and  Secretary,  respectively,  and the free and
corporate act and deed of said corporation.

      In Witness  Whereof,  I have  hereunto set my hand and notarial  seal this
29th day of October, 1998.




                          /S/ JANA LEE BROWN
                          Notary Public, State of Ohio


<PAGE>


State of New York  } ss:
County of New York }

      Be it  remembered,  that on this  28th day of  October,  1998,  personally
appeared before me the  undersigned,  a Notary Public within and for said County
and  State,  The Bank of New York,  one of the  corporations  named in and which
executed  the  foregoing  instrument,   by  Michael  Culhane  one  of  its  Vice
Presidents,  and by Remo J. Reale,  one of its Trust  Officers,  to me known and
known by me to be such Vice  President  and  Trust  Officer,  respectively,  who
severally duly acknowledged the signing and sealing of the foregoing  instrument
to be their free act and voluntary  deed, and the free act and voluntary deed of
each of them as such Vice  President and Trust  Officer,  respectively,  and the
free act and  voluntary  deed of said  corporation,  for the  uses and  purposes
therein expressed and mentioned.

      In Witness  Whereof,  I have  hereunto set my hand and notarial  seal this
28th day of October, 1998.

[Notarial Seal]


                          ------------------------------------
                        Notary Public, State of ________
                         My Commission Expires: ________