<PAGE>

                                                                    Exhibit 4(e)
                                                                    ------------


              __________________________________________________



                        CAROLINA POWER & LIGHT COMPANY

                                       TO

                    ______________________________________,

                                    Trustee

                                 ____________


                                   Indenture
                     (For [Subordinated] Debt Securities)




                       Dated as of _______________, 200_


              __________________________________________________
<PAGE>

                              TABLE OF CONTENTS*

<TABLE>
<S>                                                                              <C>
PARTIES..........................................................................   5

RECITAL OF THE COMPANY...........................................................   2

ARTICLE I    Definitions and Other Provisions of General Application.............   2
             -------------------------------------------------------

         Section 101. Definitions................................................   2
         Section 102. Compliance Certificates and Opinions.......................   9
         Section 103. Form of Documents Delivered to Trustee.....................  10
         Section 104. Acts of Holders............................................  11
         Section 105. Notices, Etc. to Trustee and Company.......................  12
         Section 106. Notice to Holders of Debt Securities; Waiver...............  13
         Section 107. Conflict with Trust Indenture Act..........................  14
         Section 108. Effect of Headings and Table of Contents...................  14
         Section 109. Successors and Assigns.....................................  14
         Section 110. Separability Clause........................................  14
         Section 111. Benefits of Indenture......................................  14
         Section 112. Governing Law..............................................  14
         Section 113. Legal Holidays.............................................  14

ARTICLE II   Debt Security Forms.................................................  15
             -------------------

         Section 201. Forms Generally............................................  15
         Section 202. Form of Trustee's Certificate of Authentication............  15
         Section 203. Debt Securities Issuable in the Form of a Global Security..  16

ARTICLE III  The Debt Securities.................................................  19
             -------------------

         Section 301. Amount Unlimited; Issuable in Series.......................  19
         Section 302. Denominations..............................................  22
         Section 303. Execution, Authentication, Delivery and Dating.............  22
         Section 304. Temporary Debt Securities..................................  25
         Section 305. Registration, Registration of Transfer and Exchange........  26
         Section 306. Mutilated, Destroyed, Lost and Stolen Debt Securities......  27
         Section 307. Payment of Interest; Interest Rights Preserved.............  28
         Section 308. Persons Deemed Owners......................................  29
         Section 309. Cancellation by Debt Security Registrar....................  29
         Section 310. Computation of Interest....................................  30
</TABLE>

_____________________________

*       This table of contents shall not, for any purpose, be deemed to be part
of the Indenture.

                                      (i)
<PAGE>

<TABLE>
<S>                                                                                                            <C>
         Section 311. Payment to be in Proper Currency.........................................................  30
         [Section 312. Extension of Interest Payment...........................................................  30]

ARTICLE IV   Redemption of Debt Securities.....................................................................  31
             -----------------------------

         Section 401. Applicability of Article.................................................................  31
         Section 402. Election to Redeem; Notice to Trustee....................................................  31
         Section 403. Selection of Debt Securities to be Redeemed..............................................  31
         Section 404. Notice of Redemption.....................................................................  32
         Section 405. Debt Securities Payable on Redemption Date...............................................  33
         Section 406. Debt Securities Redeemed in Part.........................................................  33

ARTICLE V    Sinking Funds.....................................................................................  34
             -------------

         Section 501. Applicability of Article.................................................................  34
         Section 502. Satisfaction of Sinking Fund Payments with Debt Securities...............................  34
         Section 503. Redemption of Debt Securities for Sinking Fund...........................................  34

ARTICLE VI   Covenants.........................................................................................  35
             ---------

         Section 601. Payment of Principal, Premium and Interest...............................................  35
         Section 602. Maintenance of Office or Agency..........................................................  35
         Section 603. Money for Debt Securities Payments to be Held in Trust...................................  36
         Section 604. Corporate Existence......................................................................  37
         Section 605. Maintenance of Properties................................................................  38
         Section 606. Annual Officer's Certificate as to Compliance............................................  38
         Section 607. Waiver of Certain Covenants..............................................................  38

ARTICLE VII  Satisfaction and Discharge........................................................................  39
             --------------------------

         Section 701. Satisfaction and Discharge of Debt Securities............................................  39
         Section 702. Satisfaction and Discharge of Indenture..................................................  41
         Section 703. Application of Trust Money...............................................................  42

ARTICLE VIII Events of Default; Remedies.......................................................................  43
             ---------------------------

         Section 801. Events of Default........................................................................  43
         Section 802. Acceleration of Maturity; Rescission and Annulment.......................................  44
         Section 803. Collection of Indebtedness and Suits for Enforcement by Trustee..........................  46
         Section 804. Trustee May File Proofs of Claim.........................................................  46
         Section 805. Trustee May Enforce Claims Without Possession of Debt Securities.........................  47
         Section 806. Application of Money Collected...........................................................  47
         Section 807. Limitation on Suits......................................................................  47
         Section 808. Unconditional Right of Holders to Receive Principal, Premium and Interest................  48
         Section 809. Restoration of Rights and Remedies.......................................................  48
</TABLE>

                                     (ii)
<PAGE>

<TABLE>
<S>                                                                                                            <C>
         Section 810. Rights and Remedies Cumulative...........................................................  49
         Section 811. Delay or Omission Not Waiver.............................................................  49
         Section 812. Control by Holders of Debt Securities....................................................  49
         Section 813. Waiver of Past Defaults..................................................................  50
         Section 814. Undertaking for Costs....................................................................  50
         Section 815. Waiver of Stay or Extension Laws.........................................................  50

ARTICLE IX   The Trustee.......................................................................................  51
             -----------

         Section 901. Certain Duties and Responsibilities......................................................  51
         Section 902. Notice of Defaults.......................................................................  52
         Section 903. Certain Rights of Trustee................................................................  52
         Section 904. Not Responsible for Recitals or Issuance of Debt Securities..............................  53
         Section 905. May Hold Debt Securities.................................................................  54
         Section 906. Money Held in Trust......................................................................  54
         Section 907. Compensation and Reimbursement...........................................................  54
         Section 908. Disqualification; Conflicting Interests..................................................  55
         Section 909. Corporate Trustee Required; Eligibility..................................................  55
         Section 910. Resignation and Removal; Appointment of Successor........................................  56
         Section 911. Acceptance of Appointment by Successor...................................................  58
         Section 912. Merger, Conversion, Consolidation or Succession to Business..............................  59
         Section 913. Preferential Collection of Claims Against Company........................................  59
         Section 914. Co-trustees and Separate Trustees........................................................  60
         Section 915. Appointment of Authenticating Agent......................................................  61

ARTICLE X    Holders' Lists and Reports by Trustee and Company.................................................  63
             -------------------------------------------------

         Section 1001. Lists of Holders........................................................................  63
         Section 1002. Reports by Trustee and Company..........................................................  63

ARTICLE XI   Consolidation, Merger, Conveyance or Other Transfer...............................................  64
             ---------------------------------------------------

         Section 1101. Company May Consolidate, Etc., Only on Certain Terms....................................  64
         Section 1102. Successor Corporation Substituted.......................................................  64

ARTICLE XII  Supplemental Indentures...........................................................................  65
             -----------------------

         Section 1201. Supplemental Indentures Without Consent of Holders......................................  65
         Section 1202. Supplemental Indentures With Consent of Holders.........................................  67
         Section 1203. Execution of Supplemental Indentures....................................................  68
         Section 1204. Effect of Supplemental Indentures.......................................................  68
         Section 1205. Conformity With Trust Indenture Act.....................................................  69
         Section 1206. Reference in Debt Securities to Supplemental Indentures.................................  69
         Section 1207. Modification Without Supplemental Indenture.............................................  69
</TABLE>

                                     (iii)
<PAGE>

<TABLE>
<S>                                                                                                           <C>
ARTICLE XIII Meetings of Holders; Action Without Meeting.......................................................  69
             -------------------------------------------

         Section 1301. Purposes for Which Meetings May be Called...............................................  69
         Section 1302. Call, Notice and Place of Meetings......................................................  70
         Section 1303. Persons Entitled to Vote at Meetings....................................................  70
         Section 1304. Quorum; Action..........................................................................  71
         Section 1305. Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment
                           of Meetings.........................................................................  72
         Section 1306. Counting Votes and Recording Action of Meetings.........................................  73
         Section 1307. Action Without Meeting..................................................................  73

ARTICLE XIV  Immunity of Incorporators, Stockholders, Officers and Directors...................................  73
             ---------------------------------------------------------------

         Section 1401. Liability Solely Corporate..............................................................  73

[ARTICLE XV  Subordination of Securities.......................................................................  74
             ---------------------------

         Section 1501. Securities Subordinate to Senior Indebtedness...........................................  74
         Section 1502. Payment Over of Proceeds of Securities..................................................  74
         Section 1503. Disputes with Holders of Certain Senior Indebtedness....................................  76
         Section 1504. Subrogation.............................................................................  76
         Section 1505. Obligation of the Company Unconditional.................................................  77
         Section 1506. Priority of Senior Indebtedness Upon Maturity...........................................  77
         Section 1507. Trustee as Holder of Senior Indebtedness................................................  78
         Section 1508. Notice to Trustee to Effectuate Subordination...........................................  78
         Section 1509. Modification, Extension, etc. of Senior Indebtedness....................................  78
         Section 1510. Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness.........................  79
         Section 1511. Paying Agents Other than the Trustee....................................................  79
         Section 1512. Rights of Holders of Senior Indebtedness Not Impaired...................................  79
         Section 1513. This Article Not to Prevent Events of Default...........................................  79
         Section 1514. Effect of Subordination Provisions; Termination.........................................  79]

Testimonium....................................................................................................  80

Signature and Seals............................................................................................  81
</TABLE>

                                     (iv)
<PAGE>

                        CAROLINA POWER & LIGHT COMPANY
          Reconciliation and tie between Trust Indenture Act of 1939
               and Indenture, dated as of _______________, 200_

Trust Indenture Act Section                                   Indenture Section

(S)310 (a)(1)   ............................................  909
       (a)(2)   ............................................  909
       (a)(3)   ............................................  914
       (a)(4)   ............................................  Not Applicable
       (b)      ............................................  908, 910
(S)311 (a)      ............................................  913
       (b)      ............................................  913
       (c)      ............................................  913
(S)312 (a)      ............................................  1001
       (b)      ............................................  1001
       (c)      ............................................  1001
(S)313 (a)      ............................................  1002
       (b)      ............................................  1002
       (c)      ............................................  1002
       (d)      ............................................  1002
(S)314 (a)      ............................................  1002
       (a)(4)   ............................................  606
       (b)      ............................................  Not Applicable
       (c)(1)   ............................................  102
       (c)(2)   ............................................  102
       (c)(3)   ............................................  Not Applicable
       (d)      ............................................  Not Applicable
       (e)      ............................................  102
(S)315 (a)      ............................................  901, 903
       (b)      ............................................  902
       (c)      ............................................  901
       (d)      ............................................  901
       (e)      ............................................  814
(S)316 (a)      ............................................  812
                ............................................  813
       (a)(1)(A)............................................  802, 812
       (a)(1)(B)............................................  813
       (a)(2)   ............................................  Not Applicable
       (b)      ............................................  808
       (c)      ............................................  104(g)
(S)317 (a)(1)   ............................................  803
       (a)(2)   ............................................  804
       (b)      ............................................  603
(S)318 (a)      ............................................  107

                                      (v)
<PAGE>

        INDENTURE (For[Subordinated]* Debt Securities), dated as of
______________,

200_, between CAROLINA POWER & LIGHT COMPANY, a corporation duly organized and
existing under the laws of the State of North Carolina (herein called the
"Company"), having its principal office at 410 South Wilmington Street, Raleigh,
North Carolina 27601, and __________________, a ________________________, having
its principal corporate trust office at _____________________________________,
as Trustee (herein called the "Trustee").

                                       1
<PAGE>

                            RECITAL OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its [subordinated]*
debentures, notes or other evidences of indebtedness (herein called the "Debt
Securities"), in an unlimited aggregate principal amount, to be issued in one or
more series as contemplated herein; and all acts necessary to make this
Indenture a valid agreement of the Company have been performed.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires, capitalized terms used herein
shall have the meanings assigned to them in Article I of this Indenture.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I

            Definitions and Other Provisions of General Application
            -------------------------------------------------------

Section 101. Definitions.


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

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

         (b) all terms used herein without definition which are defined in the
      Trust Indenture Act, either directly or by reference therein, have the
      meanings assigned to them therein;

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

                                       2
<PAGE>

      States at the date of such computation or, at the election of the Company
      from time to time, at the date of the execution and delivery of this
      Indenture; provided, however, that in determining generally accepted
      accounting principles applicable to the Company, the Company shall, to the
      extent required, conform to any order, rule or regulation of any
      administrative agency, regulatory authority or other governmental body
      having jurisdiction over the Company; and

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

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

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

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

         "Authenticating Agent" means any Person (other than the Company or an
Affiliate of the Company) authorized by the Trustee pursuant to Section 915 to
act on behalf of the Trustee to authenticate one or more series of Debt
Securities or Tranche thereof.

         "Authorized Officer" means the Chairman of the Board, the President,
any Vice President, the Treasurer or any other duly authorized officer of the
Company.

         "Board of Directors" means either the board of directors of the Company
or any committee thereof duly authorized to act or any director or directors
and/or officer or officers of the Company to whom that board or committee shall
have duly delegated its authority in respect of matters relating to this
Indenture.

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

         "Business Day," when used with respect to a Place of Payment or any
other particular location specified in the Debt Securities or this Indenture,
means any day, other than a Saturday or Sunday, which is not a day on which
banking institutions or trust companies in such Place of Payment or other
location are generally authorized or required by law, regulation or executive
order to remain closed, except as may be otherwise specified as contemplated by
Section 301.

                                       3
<PAGE>

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or, if
at any time after the date of execution and delivery of this Indenture 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 at such
time.

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by an Authorized Officer and delivered to the
Trustee.

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution and delivery of this
Indenture is located at ___________________________.

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

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

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

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

         "Depositary" shall mean, with respect to Debt Securities of any series,
for which the Company shall determine that such Debt 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 Section 203(d).

         "Discount Debt Security" means any Debt 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 802.

         "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" means:

         (a) with respect to Debt Securities denominated in Dollars, Government
      Obligations; or

                                       4
<PAGE>

         (b) with respect to Debt 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 Debt Securities, as
      contemplated by Section 301.

         "Event of Default" has the meaning specified in Section 801.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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

         "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 thereof, or any
department, agency, authority or other instrumentality of any of the foregoing.

         "Government Obligations" means:

         (a) direct obligations of, or obligations the principal of and interest
      on which are unconditionally guaranteed by, the United States entitled to
      the benefit of the full faith and credit thereof; and

         (b) certificates, depositary receipts or other instruments which
      evidence a direct ownership interest in obligations described in clause
      (a) above or in any specific interest or principal payments due in respect
      thereof; provided, however, that the custodian of such obligations or
      specific interest or principal payments shall be a bank or trust company
      (which may include the Trustee or any Paying Agent) subject to federal or
      state supervision or examination with a combined capital and surplus of at
      least $100,000,000; and provided, further, that except as may be otherwise
      required by law, such custodian shall be obligated to pay to the holders
      of such certificates, depositary receipts or other instruments the full
      amount received by such custodian in respect of such obligations or
      specific payments and shall not be permitted to make any deduction
      therefrom.

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

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

                                       5
<PAGE>

         "Interest" with respect to a Discount Debt Security means interest, if
any, borne by such Debt Security at a Stated Interest Rate.

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

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

         "Officer's Certificate" means a certificate signed by an Authorized
Officer and delivered to the Trustee.

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

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

         (a) Debt Securities theretofore canceled by the Trustee or the Debt
      Security Registrar or delivered to the Trustee or the Debt Security
      Registrar for cancellation;

         (b) Debt Securities deemed to have been paid in accordance with Section
      701; and

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

provided, however, that in determining whether or not the Holders of the
requisite principal amount of the Debt Securities Outstanding under this
Indenture, or the Outstanding Debt Securities of any series or Tranche, have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder or whether or not a quorum is present at a meeting of Holders of Debt
Securities,

             (x) Debt Securities owned by the Company or any other obligor upon
         the Debt Securities or any Affiliate of the Company or of such other
         obligor (unless the Company, such Affiliate or such obligor owns all
         Debt Securities Outstanding under this Indenture, or all Outstanding
         Debt Securities of each such series and each such Tranche, as the case
         may be, determined without regard to this clause (x)) shall be
         disregarded and deemed not to be Outstanding, except

                                       6
<PAGE>

         that, in determining whether the Trustee shall be protected in relying
         upon any such request, demand, authorization, direction, notice,
         consent or waiver or upon any such determination as to the presence of
         a quorum, only Debt Securities which the Trustee knows to be so owned
         shall be so disregarded; provided, however, that Debt Securities so
         owned which have been pledged in good faith may be regarded as
         Outstanding if the pledgee establishes to the satisfaction of the
         Trustee the pledgee's right so to act with respect to such Debt
         Securities and that the pledgee is not the Company or any other obligor
         upon the Debt Securities or any Affiliate of the Company or of such
         other obligor; and

             (y) the principal amount of a Discount Debt 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 802;

provided, further, that, in the case of any Debt Security the principal of which
is payable from time to time without presentment or surrender, the principal
amount of such Debt Security that shall be deemed to be Outstanding at any time
for all purposes of this Indenture shall be the original principal amount
thereof less the aggregate amount of principal thereof theretofore paid.

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

         "Periodic Offering" means an offering of Debt Securities of a series
from time to time any or all of the specific terms of which Debt Securities,
including without limitation the rate or rates of interest, if any, thereon, the
Stated 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 Debt Securities.

         "Person" means any individual, corporation, partnership, joint venture,
trust or unincorporated organization or any Governmental Authority.

         "Place of Payment," when used with respect to the Debt Securities of
any series, or Tranche thereof, means the place or places, specified as
contemplated by Section 301, at which, subject to Section 602, principal of and
premium, if any, and interest, if any, on the Debt Securities of such series or
Tranche are payable.

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

                                       7
<PAGE>

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

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

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

         "Required Currency" has the meaning specified in Section 311.

         "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee assigned by the Trustee to administer its corporate trust
matters.

         ["Senior Indebtedness" means all obligations (other than non-recourse
obligations and the indebtedness issued under this Indenture) of, or guaranteed
or assumed by, the Company for borrowed money, including both senior and
subordinated indebtedness for borrowed money (other than the Debt Securities),
or for the payment of money relating to any lease which is capitalized on the
consolidated balance sheet of the Company and its subsidiaries in accordance
with generally accepted accounting principles as in effect from time to time, or
evidenced by bonds, debentures, notes or other similar instruments, and in each
case, amendments, renewals, extensions, modifications and refundings of any such
indebtedness or obligations, whether existing as of the date of this Indenture
or subsequently incurred by the Company.]*

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

         "Stated Interest Rate" means a rate (whether fixed or variable) at
which an obligation by its terms is stated to bear interest. Any calculation or
other determination to be made under this Indenture by reference to the Stated
Interest Rate on a Debt Security shall be made without regard to the effective
interest cost to the Company of such Debt Security and without regard to the
Stated Interest Rate on, or the effective cost to the Company of, any other
indebtedness in respect of which the Company's obligations are evidenced or
secured in whole or in part by such Debt Security.

         "Stated Maturity," when used with respect to any obligation or any
installment of principal thereof or interest thereon, means the date on which
the principal of such obligation or such installment of principal or interest is
stated to be due and payable (without regard to any provisions for redemption,
prepayment, acceleration, purchase or extension).

         "Tranche" means a group of Debt Securities which (a) are of the same
series and (b) have identical terms except as to principal amount.

                                       8
<PAGE>

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
and effect as of the date of execution of this Indenture; provided, however,
that in the event the Trust Indenture Act of 1939 is succeeded by another
statute or is amended after such date, "Trust Indenture Act" shall mean such
successor statute or the Trust Indenture Act of 1939, as so amended, to the
extent such successor statute or amendment is applicable to this Indenture or to
the actions of the Company or the Trustee under or pursuant to this Indenture.

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

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

Section 102. Compliance Certificates and Opinions.

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

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

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

         (b) 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;

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

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

                                       9
<PAGE>

Section 103. Form of Documents Delivered to Trustee.

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

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

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

           Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Officer's Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of
the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates required with respect to the document or instrument for which it is
substituted. Anything in this Indenture to the contrary notwithstanding, if any
such corrective document or instrument indicates that action has been taken by
or at the request of the Company which could not have been taken had the
original document or instrument not contained such error or omission, the action
so taken shall not be invalidated or otherwise rendered ineffective but shall be
and remain in full force and effect, (except to the extent that such action was
a result of willful misconduct or bad faith or had or could be expected to have
a material adverse effect on the Holders of any Debt Securities hereunder).
Without limiting the generality of the foregoing, any Debt Securities issued
under the authority of such defective document or instrument shall nevertheless
be the valid obligations of the Company entitled to the benefits of this
Indenture equally and ratably with all other Outstanding Debt Securities.

                                       10
<PAGE>

Section 104. Acts of Holders.

         (a) Any request, demand, authorization, direction, notice, consent,
      election, waiver or other action provided by this Indenture to be made,
      given or taken by Holders may be embodied in and evidenced by one or more
      instruments of substantially similar tenor signed by such Holders in
      person or by an agent duly appointed in writing or, alternatively, may be
      embodied in and evidenced by the record of Holders voting in favor
      thereof, either in person or by proxies duly appointed in writing, at any
      meeting of Holders duly called and held in accordance with the provisions
      of Article XIII, or a combination of such instruments and any such record.
      Except as herein otherwise expressly provided, such action shall become
      effective when such instrument or instruments or record or both are
      delivered to the Trustee and, where it is hereby expressly required, to
      the Company. Such instrument or instruments and any such record (and the
      action embodied therein and evidenced thereby) are herein sometimes
      referred to as the "Act" of the Holders signing such instrument or
      instruments and so voting at any such meeting. Proof of execution of any
      such instrument or of a writing appointing any such agent, or of the
      holding by any Person of a Debt Security, shall be sufficient for any
      purpose of this Indenture and (subject to Section 901) conclusive in favor
      of the Trustee and the Company, if made in the manner provided in this
      Section. The record of any meeting of Holders shall be proved in the
      manner provided in Section 1306.

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

         (c) The principal amount (except as otherwise contemplated in clause
      (y) of the proviso to the definition of Outstanding) and serial numbers of
      Debt Securities held by any Person, and the date of holding the same,
      shall be proved by the Debt Security Register.

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

         (e) Until such time as written instruments shall have been delivered to
      the Trustee with respect to the requisite percentage of principal amount
      of Debt Securities for the action contemplated by such instruments, any
      such instrument executed and delivered

                                       11
<PAGE>

      by or on behalf of a Holder may be revoked with respect to any or all of
      such Debt Securities by written notice by such Holder or any subsequent
      Holder, proven in the manner in which such instrument was proven.

           (f) Debt Securities of any series, or any Tranche thereof,
      authenticated and delivered after any Act of Holders may, and shall if
      required by the Trustee, bear a notation in form approved by the Trustee
      as to any action taken by such Act of Holders. If the Company shall so
      determine, new Debt Securities of any series, or any Tranche thereof, so
      modified as to conform, in the opinion of the Trustee and the Company, to
      such action may be prepared and executed by the Company and authenticated
      and delivered by the Trustee in exchange for Outstanding Debt Securities
      of such series or Tranche.

           (g) If the Company shall solicit from Holders any request, demand,
      authorization, direction, notice, consent, waiver or other Act, the
      Company may, at its option, fix in advance a record date for the
      determination of Holders entitled to give such request, demand,
      authorization, direction, notice, consent, waiver or other Act, but the
      Company shall have no obligation to do so. If such a record date is fixed,
      such request, demand, authorization, direction, notice, consent, waiver or
      other Act may be given before or after such record date, but only the
      Holders of record at the close of business on the record date shall be
      deemed to be Holders for the purposes of determining whether Holders of
      the requisite proportion of the Outstanding Debt Securities have
      authorized or agreed or consented to such request, demand, authorization,
      direction, notice, consent, waiver or other Act, and for that purpose the
      Outstanding Debt Securities shall be computed as of the record date.

Section 105.     Notices, Etc. to Trustee and Company.

           Any request, demand, authorization, direction, notice, consent,
election, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with, the
Trustee by any Holder or by the Company, or the Company by the Trustee or by any
Holder, shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and delivered personally to an officer or
other responsible employee of the addressee, or transmitted by facsimile
transmission or other direct written electronic means to such telephone number
or other electronic communications address as the parties hereto shall from time
to time designate, or transmitted by certified or registered mail, charges
prepaid, to the applicable address set opposite such party's name below or to
such other address as either party hereto may from time to time designate:

                                       12
<PAGE>

           If to the Trustee, to:

                 _____________________________
                 _____________________________
                 _____________________________

                 Attention:  ________________________________
                 Telephone:  _______________________________
                 Telecopy:    _______________________________

           If to the Company, to:

                  Carolina Power & Light Company
                  410 South Wilmington Street
                  Raleigh, North Carolina 27601

                  Attention:  _________________
                  Telephone:  (919) 546-6111
                  Telecopy:  (919) 546-____

           Any communication contemplated herein shall be deemed to have been
made, given, furnished and filed if personally delivered, on the date of
delivery, if transmitted by facsimile transmission or other direct written
electronic means, upon date of receipt of the transmission, and if transmitted
by certified or registered mail, on the date of receipt.

Section 106.     Notice to Holders of Debt Securities; Waiver.

           Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given, and shall be deemed given, to Holders if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at the
address of such Holder as it appears in the Debt Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice.

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

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

                                       13
<PAGE>

Section 107.     Conflict with Trust Indenture Act.

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

Section 108.     Effect of Headings and Table of Contents.

           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 109.     Successors and Assigns.

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

Section 110.     Separability Clause.

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

Section 111.     Benefits of Indenture.

           Nothing in this Indenture or the Debt Securities, express or implied,
shall give to any Person, other than the parties hereto, their successors
hereunder, the Holders, [and so long as the notice described in Section 1514
hereof has not been given, the holders of Senior Indebtedness,]* any benefit or
any legal or equitable right, remedy or claim under this Indenture.

Section 112.     Governing Law.

           This Indenture and the Debt Securities shall be governed by and
construed in accordance with the laws of the State of ______________, without
regard to conflicts of law principles thereof, except to the extent that the law
of any other jurisdiction shall be mandatorily applicable.

Section 113.     Legal Holidays.

           In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Debt Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Debt Securities other than a provision in Debt Securities of any series, or any
Tranche thereof, or in the indenture supplemental hereto, Board Resolution or
Officer's Certificate which establishes the terms of the Debt Securities of such
series or Tranche, which specifically states that such provision shall apply in
lieu of this Section) payment of interest or principal and premium, if any, need
not be

                                       14
<PAGE>

made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, to such Business Day.

                                  ARTICLE II

                              Debt Security Forms
                              -------------------

Section 201. Forms Generally.


           The definitive Debt Securities of each series shall be in
substantially the form or forms thereof established in the indenture
supplemental hereto establishing such series or in a Board Resolution
establishing such series, or in an Officer's Certificate pursuant to such
supplemental indenture or Board Resolution, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Debt
Securities, as evidenced by their execution of the Debt Securities. If the form
or forms of Debt Securities of any series are established in a Board Resolution
or in an Officer's Certificate pursuant to an indenture supplement hereto or to
a Board Resolution, such Board Resolution and Officer's Certificate, if any,
shall be delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Debt Securities.

           Unless otherwise specified as contemplated by Sections 301 or
1201(g), the Debt Securities of each series shall be issuable in registered form
without coupons. The definitive Debt Securities shall be produced in such manner
as shall be determined by the officers executing such Debt Securities, as
evidenced by their execution thereof.

Section 202.     Form of Trustee's Certificate of Authentication.

           The Trustee's certificate of authentication shall be in substantially
the form set forth below:

                                       15
<PAGE>

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

Dated:____________________             ________________________________
                                       as Trustee

                                       By:_____________________________
                                            Authorized Representative

Section 203. Debt Securities Issuable in the Form of a Global Security.

           (a) If the Company shall establish pursuant to Section 301 that the
      Debt Securities of a particular series are to be issued in whole or in
      part in the form of one or more Global Securities, then the Company shall
      execute and the Trustee shall, in accordance with Section 303 and the
      Company Order delivered to the Trustee thereunder, authenticate and
      deliver such Global Security or Securities, which (i) shall represent, and
      shall be denominated in an amount equal to the aggregate principal amount
      of the Outstanding Debt Securities of such series to be represented by
      such Global Security or Securities, (ii) may provide that the aggregate
      amount of Outstanding Debt Securities represented thereby may from time to
      time be increased or reduced to reflect exchanges, (iii) shall be
      registered in the name of the Depositary for such Global Security or
      Securities or its nominee, (iv) shall be delivered by the Trustee to the
      Depositary or pursuant to the Depositary's instruction and (v) shall bear
      a legend in accordance with the requirements of the Depositary.

           (b) Notwithstanding any other provision of this Section or of Section
      305, except as contemplated by the provisions of paragraph (c) below,
      unless the terms of a Global Security expressly permit such Global
      Security to be exchanged in whole or in part for individual Debt
      Securities, a Global Security may be transferred, in whole but not in part
      and in the manner provided in Section 305, only to a nominee of the
      Depositary for such Global Security, or to the Depositary, or to a
      successor Depositary for such Global Security selected or approved by the
      Company, or to a nominee of such successor Depositary.

           (c) (1) If at any time the Depositary for a Global Security notifies
           the Company that it is unwilling or unable to continue as the
           Depositary for such Global Security or if at any time the Depositary
           for the Debt Securities for such series shall no longer be eligible
           or in good standing under the Exchange Act, or other applicable
           statute or regulation, the Company shall appoint a successor
           Depositary with respect to such Global Security. If a successor
           Depositary for such Global Security is not appointed by the Company
           within 90 days after the Company receives such notice or becomes
           aware of such ineligibility, the Company will execute, and the
           Trustee, upon receipt of a Company Order for the

                                       16
<PAGE>

           authentication and delivery of Debt Securities of such series in the
           form of definitive certificates in exchange for such Global Security,
           will authenticate and deliver Debt Securities of such series in the
           form of definitive certificates of like tenor and terms in an
           aggregate principal amount equal to the principal amount of the
           Global Security in exchange for such Global Security. Such Debt
           Securities will be issued to and registered in the name of such
           Person or Persons as are specified by the Depositary.

                (2) The Company may at any time and in its sole discretion
           determine that the Debt Securities of any series issued or issuable
           in the form of one or more Global Securities shall no longer be
           represented by such Global Security or Securities. In any such event
           the Company will execute, and the Trustee, upon receipt of a Company
           Request for the authentication and delivery of Debt Securities in the
           form of definitive certificates in exchange in whole or in part for
           such Global Security, will authenticate and deliver without service
           charge to each Person specified by the Depositary Debt Securities in
           the form of definitive certificates of like tenor and terms in an
           aggregate principal amount equal to the principal amount of such
           Global Security representing such series, or the aggregate principal
           amount of such Global Securities representing such series, in
           exchange for such Global Security or Securities.

                (3) If specified by the Company pursuant to Section 301 with
           respect to Debt Securities issued or issuable in the form of a Global
           Security, the Depositary for such Global Security may surrender such
           Global Security in exchange in whole or in part for Debt Securities
           in the form of definitive certificates of like tenor and terms on
           such terms as are acceptable to the Company and such Depositary.
           Thereupon the Company shall execute, and the Trustee shall
           authenticate and deliver, without service charge, (A) to each Person
           specified by such Depositary a new Debt Security or Securities of the
           same series of like tenor and terms and any authorized denomination
           as requested by such Person in aggregate principal amount equal to
           and in exchange for such Person's beneficial interest in the Global
           Security; and (B) to such Depositary a new Global Security of like
           tenor and terms and in an authorized denomination equal to the
           difference, if any, between the principal amount of the surrendered
           Global Security and the aggregate principal amount of Debt Securities
           delivered to Holders thereof.

                (4) In any exchange provided for in any of the preceding three
           subparagraphs, the Company shall execute and the Trustee shall
           authenticate and deliver Debt Securities in the form of definitive
           certificates in authorized denominations. Upon the exchange of the
           entire principal amount of a Global Security for Debt Securities in
           the form of definitive certificates, such Global Security shall be
           canceled by the Trustee. Except as provided in the immediately
           preceding subparagraph, Debt Securities issued in exchange for a
           Global Security pursuant to this Section shall be registered in such
           names and in such authorized denominations as the Depositary for such
           Global Security, acting pursuant to

                                       17
<PAGE>

           instructions from its direct or indirect participants or otherwise,
           shall instruct the Trustee. Provided that the Company and the Trustee
           have so agreed, the Trustee shall deliver such Debt Securities to the
           Persons in whose names the Debt Securities are so to be registered.

                (5) Any endorsement of a Global Security to reflect the
           principal amount thereof, or any increase or decrease in such
           principal amount, or changes in the rights of Holders of Outstanding
           Debt Securities represented thereby shall be made in such manner and
           by such Person or Persons as shall be specified in or pursuant to any
           applicable letter of representations or other arrangement entered
           into with, or procedures of, the Depositary with respect to such
           Global Security or in the Company Order delivered or to be delivered
           pursuant to Section 303 with respect thereto. Subject to the
           provisions of Section 303, the Trustee shall deliver and redeliver
           any such Global Security in the manner and upon instructions given by
           the Person or Persons specified in or pursuant to any applicable
           letter of representations or other arrangement entered into with, or
           procedures of, the Depositary with respect to such Global Security or
           in any applicable Company Order. If a Company Order pursuant to
           Section 303 is so delivered, any instructions by the Company with
           respect to such Global Security contained therein shall be in writing
           but need not be accompanied by or contained in an Officer's
           Certificate and need not be accompanied by an Opinion of Counsel.

                (6) The Depositary or, if there be one, its nominee, shall be
           the Holder of a Global Security for all purposes under this
           Indenture; and beneficial owners with respect to such Global Security
           shall hold their interests pursuant to applicable procedures of such
           Depositary. The Company, the Trustee and the Debt Security Registrar
           shall be entitled to deal with such Depositary for all purposes of
           this Indenture relating to such Global Security (including the
           payment of principal, premium, if any, and interest and the giving of
           instructions or directions by or to the beneficial owners of such
           Global Security as the sole Holder of such Global Security and shall
           have no obligations to the beneficial owners thereof (including any
           direct or indirect participants in such Depositary). None of the
           Company, the Trustee, any Paying Agent or the Debt Security Registrar
           shall have any responsibility or liability for any aspect of the
           records relating to or payments made on account of beneficial
           ownership interests of a Global Security in or pursuant to any
           applicable letter of representations or other arrangement entered
           into with, or procedures of, the Depositary with respect to such
           Global Security or for maintaining, supervising or reviewing any
           records relating to such beneficial ownership interests.

                                       18
<PAGE>

                                  ARTICLE III

                              The Debt Securities
                              -------------------

Section 301. Amount Unlimited; Issuable in Series.


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

           The Debt Securities may be issued in one or more series. Subject to
the last paragraph of this Section, prior to the authentication and delivery of
Debt Securities of any series there shall be established by specification in a
supplemental indenture or in a Board Resolution, or in an Officer's Certificate
pursuant to a supplemental indenture or a Board Resolution:

           (a) the title of the Debt Securities of such series (which shall
      distinguish the Debt Securities of such series from Debt Securities of all
      other series);

           (b) any limit upon the aggregate principal amount of the Debt
      Securities of such series which may be authenticated and delivered under
      this Indenture (except for Securities authenticated and delivered upon
      registration of transfer of, or in exchange for, or in lieu of, other Debt
      Securities of the series pursuant to Section 304, 305, 306, 406 or 1206
      and, except for any Debt Securities which, pursuant to Section 303, are
      deemed never to have been authenticated and delivered hereunder);

           (c) the Person or Persons (without specific identification) to whom
      interest on Debt Securities of such series, or any Tranche thereof, shall
      be payable on any Interest Payment Date, if other than the Persons in
      whose names such Debt Securities (or one or more Predecessor Debt
      Securities) are registered at the close of business on the Regular Record
      Date for such interest;

           (d) the date or dates on which the principal of the Debt Securities
      of such series or any Tranche thereof, is payable or any formulary or
      other method or other means by which such date or dates shall be
      determined, by reference to an index or other fact or event ascertainable
      outside of this Indenture or otherwise (without regard to any provisions
      for redemption, prepayment, acceleration, purchase or extension);

           (e) the rate or rates at which the Debt Securities of such series, or
      any Tranche thereof, shall bear interest, if any (including the rate or
      rates at which overdue principal shall bear interest, if different from
      the rate or rates at which such Debt Securities shall bear interest prior
      to Maturity, and, if applicable, the rate or rates at which overdue
      premium or interest shall bear interest, if any), the period or periods
      during which such rate or rates shall be applicable, or any formulary or
      other method or other means by which such rate or rates, and any period or
      periods, shall be determined, by reference to an index or other fact or
      event ascertainable outside of this Indenture or otherwise; the date or
      dates from which such interest shall accrue; the Interest Payment Dates on
      which such interest shall be payable and the Regular Record Date, if any,
      for the interest payable

                                       19
<PAGE>

      on such Debt Securities on any Interest Payment Date[; the right of the
      Company, if any, to extend the interest payment periods and the duration
      of any such extension as contemplated by Section 312]*; and the basis of
      computation of interest, if other than as provided in Section 310;

           (f) the place or places at which or methods by which (1) the
      principal of and premium, if any, and interest, if any, on Debt Securities
      of such series, or any Tranche thereof, shall be payable, (2) registration
      of transfer of Debt Securities of such series, or any Tranche thereof, may
      be effected, (3) exchanges of Debt Securities of such series, or any
      Tranche thereof, may be effected and (4) notices and demands to or upon
      the Company in respect of the Debt Securities of such series, or any
      Tranche thereof, and this Indenture may be served; the Debt Security
      Registrar for such series; and if such is the case, that the principal of
      such Debt Securities shall be payable without presentment or surrender
      thereof;

           (g) the period or periods within which, or the date or dates on
      which, the price or prices at which and the terms and conditions upon
      which the Debt Securities of such series, or any Tranche thereof, may be
      redeemed, in whole or in part, at the option of the Company and any
      restrictions on such redemptions, including but not limited to a
      restriction on a partial redemption by the Company of the Debt Securities
      of any series, or any Tranche thereof, resulting in delisting of such Debt
      Securities from any national exchange;

           (h) the obligation or obligations, if any, of the Company to redeem
      or purchase the Debt Securities of such series, or any Tranche thereof,
      pursuant to any sinking fund or other mandatory redemption or tender
      provisions or at the option of a Holder thereof and the period or periods
      within which or the date or dates on which, the price or prices at which
      and the terms and conditions upon which such Debt Securities shall be
      redeemed or purchased, in whole or in part, pursuant to such obligation,
      and applicable exceptions to the requirements of Section 404 in the case
      of mandatory redemption or redemption at the option of the Holder;

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

           (j) the currency or currencies, including composite currencies, in
      which payment of the principal of and premium, if any, and interest, if
      any, on the Debt Securities of such series, or any Tranche thereof, shall
      be payable (if other than in Dollars);

           (k) if the principal of or premium, if any, or interest, if any, on
      the Debt Securities of such series, or any Tranche thereof, are to be
      payable, at the election of the Company or a Holder thereof, in a coin or
      currency other than that in which the Debt Securities are stated to be
      payable, the period or periods within which and the terms and conditions
      upon which, such election may be made;

                                       20
<PAGE>

           (l) if the principal of or premium, if any, or interest, if any, on
      the Debt Securities of such series, or any Tranche thereof, are to be
      payable, or are to be payable at the election of the Company or a Holder
      thereof, in securities or other property, the type and amount of such
      securities or other property, or the formulary or other method or other
      means by which such amount shall be determined, and the period or periods
      within which, and the terms and conditions upon which, any such election
      may be made;

           (m) if the amount payable in respect of principal of or premium, if
      any, or interest, if any, on the Debt Securities of such series, or any
      Tranche thereof, may be determined with reference to an index or other
      fact or event ascertainable outside this Indenture, the manner in which
      such amounts shall be determined to the extent not established pursuant to
      clause (e) of this paragraph;

           (n) if other than the principal amount thereof, the portion of the
      principal amount of Debt Securities of such series, or any Tranche
      thereof, which shall be payable upon declaration of acceleration of the
      Maturity thereof pursuant to Section 802;

           (o) any Events of Default, in addition to those specified in Section
      801, with respect to the Debt Securities of such series, and any covenants
      of the Company for the benefit of the Holders of the Debt Securities of
      such series, or any Tranche thereof, in addition to those set forth in
      Article VI;

           (p) the terms, if any, pursuant to which the Debt Securities of such
      series, or any Tranche thereof, may be converted into or exchanged for
      shares of capital stock or other securities of the Company or any other
      Person;

           (q) the obligations or instruments, if any, which shall be considered
      to be Eligible Obligations in respect of the Debt Securities of such
      series, or any Tranche thereof, denominated in a currency other than
      Dollars or in a composite currency, and any additional or alternative
      provisions for the reinstatement of the Company's indebtedness in respect
      of such Debt Securities after the satisfaction and discharge thereof as
      provided in Section 701;

           (r) whether the Debt Securities of the series shall be issued in
      whole or in part in the form of a Global Security or Securities; the terms
      and conditions, if any, upon which such Global Security or Securities may
      be exchanged in whole or in part for certificated Debt Securities of such
      series and of like tenor of any authorized denomination and the
      circumstances under which such exchange may occur, if other than in the
      manner provided for in Section 203; the Depositary for such Global
      Security or Securities; and the form of any legend or legends to be borne
      by any such Global Security in addition to or in lieu of the legend
      referred to in Section 203;

           (s) if the Debt Securities of such series, or any Tranche thereof,
      are to be issuable in bearer form, any and all matters incidental thereto
      which are not specifically addressed in a supplemental indenture as
      contemplated by clause (g) of Section 1201;

                                       21
<PAGE>

           (t) to the extent not established pursuant to clause (r) of this
      paragraph, any limitations on the rights of the Holders of the Debt
      Securities of such Series, or any Tranche thereof, to transfer or exchange
      such Debt Securities or to obtain the registration of transfer thereof;
      and if a service charge will be made for the registration of transfer or
      exchange of Debt Securities of such series, or any Tranche thereof, the
      amount or terms thereof;

           (u) any exceptions to Section 113, or variation in the definition of
      Business Day, with respect to the Debt Securities of such series, or any
      Tranche thereof;

           (v) any collateral security, assurance or guarantee for such series
      of Debt Securities;

           (w) any credit enhancement applicable to the Debt Securities of such
      series; and

           (x) any other terms of the Debt Securities of such series, or any
      Tranche thereof, not inconsistent with the provisions of this Indenture.

           [The Debt Securities of each series, or any Tranche thereof, shall be
subordinated in the right of payment to Senior Indebtedness as provided in
Article XV.]*

           With respect to Debt Securities of a series subject to a Periodic
Offering, the indenture supplemental hereto or the Board Resolution which
establishes such series, or the Officer's Certificate pursuant to such
supplemental indenture or Board Resolution, as the case may be, may provide
general terms or parameters for Debt Securities of such series and provide
either that the specific terms of Debt Securities of such series, or any Tranche
thereof, shall be specified in a Company Order or that such terms shall be
determined by the Company or its agents in accordance with procedures specified
in a Company Order as contemplated by clause (b) of the third paragraph of
Section 303.

Section 302.     Denominations.

           Unless otherwise provided as contemplated by Section 301 with respect
to any series of Debt Securities, or any Tranche thereof, the Debt Securities of
each series shall be issuable in denominations of $1,000 and any integral
multiple thereof.

Section 303.     Execution, Authentication, Delivery and Dating.

           Unless otherwise provided as contemplated by Section 301 with respect
to any series of Debt Securities, or any Tranche thereof, the Debt Securities
shall be executed on behalf of the Company by an Authorized Officer and may have
the corporate seal of the Company affixed thereto or reproduced thereon attested
by any other Authorized Officer. The signature of any or all of these officers
on the Debt Securities may be manual or facsimile.

                                       22
<PAGE>

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

           The Trustee shall authenticate and deliver Debt Securities of a
series, for original issue, at one time or from time to time in accordance with
the Company Order referred to below, upon receipt by the Trustee of:

           (a) the instrument or instruments establishing the form or forms and
      terms of such series, as provided in Sections 201 and 301;

           (b) a Company Order requesting the authentication and delivery of
      such Debt Securities and, to the extent that the terms of such Debt
      Securities shall not have been established in an indenture supplemental
      hereto or in a Board Resolution, or in an Officer's Certificate pursuant
      to a supplemental indenture or Board Resolution, all as contemplated by
      Sections 201 and 301, either (i) establishing such terms or (ii) in the
      case of Debt Securities of a series subject to a Periodic Offering,
      specifying procedures, acceptable to the Trustee, by which such terms are
      to be established (which procedures may provide, to the extent acceptable
      to the Trustee, for authentication and delivery pursuant to oral or
      electronic instructions from the Company or any agent or agents thereof,
      which oral instructions are to be promptly confirmed electronically or in
      writing), in either case in accordance with the instrument or instruments
      delivered pursuant to clause (a) above;

           (c) the Debt Securities of such series, executed on behalf of the
      Company by an Authorized Officer;

           (d) an Opinion of Counsel to the effect that:

                (i)   the form or forms of such Debt Securities have been duly
           authorized by the Company and have been established in conformity
           with the provisions of this Indenture;

                (ii)  the terms of such Debt Securities have been duly
           authorized by the Company and have been established in conformity
           with the provisions of this Indenture; and

                (iii) assuming authentication and delivery by the Trustee and
           subject to any conditions specified in such Opinion of Counsel, such
           Debt Securities will have been duly issued under this Indenture and
           will be legal, valid and binding obligations of the Company,
           enforceable in accordance with their terms, subject, as to
           enforcement, to laws relating to or affecting generally the
           enforcement of creditors' rights, including, without limitation,
           bankruptcy and insolvency laws

                                       23
<PAGE>

           and to general principles of equity (regardless of whether such
           enforceability is considered in a proceeding in equity or at law);

provided, however, that, with respect to Debt Securities of a series subject to
a Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of such
Debt Securities (provided that such Opinion of Counsel addresses the
authentication and delivery of all Debt Securities of such series) and that in
lieu of the opinions described in clauses (ii) and (iii) above Counsel may opine
that:

                  (x) when the terms of such Debt Securities shall have been
           established pursuant to a Company Order or Orders or pursuant to such
           procedures (acceptable to the Trustee) as may be specified from time
           to time by a Company Order or Orders, all as contemplated by and in
           accordance with the instrument or instruments delivered pursuant to
           clause (a) above, such terms will have been duly authorized by the
           Company and will have been established in conformity with the
           provisions of this Indenture; and

                  (y) such Debt Securities, when authenticated and delivered by
           the Trustee in accordance with this Indenture and the Company Order
           or Orders or specified procedures referred to in paragraph (x) above
           and issued and delivered by the Company in the manner and subject to
           any conditions specified in such Opinion of Counsel, will have been
           duly issued under this Indenture and will constitute valid and
           legally binding obligations of the Company, entitled to the benefits
           provided by the Indenture, and enforceable in accordance with their
           terms, subject, as to enforcement, to laws relating to or affecting
           generally the enforcement of creditors' rights, including, without
           limitation, bankruptcy and insolvency laws and to general principles
           of equity (regardless of whether such enforceability is considered in
           a proceeding in equity or at law).

           With respect to Debt 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 Debt Securities, the form and terms thereof and the
legality, validity, binding effect and enforceability thereof, upon the Opinion
of Counsel and other documents delivered pursuant to Sections 201 and 301 and
this Section, as applicable, at or prior to the time of the first authentication
of Debt Securities of such series unless and until such opinion or other
documents have been superseded or revoked or expire by their terms. In
connection with the authentication and delivery of Debt Securities of a series
subject to a Periodic Offering, the Trustee shall be entitled to assume that the
Company's instructions to authenticate and deliver such Debt Securities do not
violate any rules, regulations or orders of any Governmental Authority having
jurisdiction over the Company.

           If the form or terms of the Debt Securities of any series have been
established by or pursuant to a Board Resolution or an Officer's Certificate as
permitted by Sections 201 or 301, the Trustee shall not be required to
authenticate such Debt Securities if the issuance of such Debt Securities
pursuant to this Indenture will materially or adversely affect the Trustee's own
rights,

                                       24
<PAGE>

duties or immunities under the Debt Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.

           Unless otherwise specified as contemplated by Section 301 with
respect to any series of Debt Securities, or any Tranche thereof, each Debt
Security shall be dated the date of its authentication.

           Unless otherwise specified as contemplated by Section 301 with
respect to any series of Debt Securities, or any Tranche thereof, no Debt
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Debt Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee or its agent by manual signature, and such certificate
upon any Debt Security shall be conclusive evidence, and the only evidence, that
such Debt Security has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture. Notwithstanding the foregoing, if
any Debt Security shall have been authenticated and delivered hereunder to the
Company, or any Person acting on its behalf, but shall never have been issued
and sold by the Company, and the Company shall deliver such Debt Security to the
Debt Security Registrar for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Debt Security has never
been issued and sold by the Company, for all purposes of this Indenture such
Debt Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits hereof.

Section 304.     Temporary Debt Securities.

           Pending the preparation of definitive Debt Securities of any series,
or any Tranche thereof, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Debt Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Debt
Securities in lieu of which they are issued, with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Debt Securities may determine, as evidenced by their execution of such Debt
Securities; provided, however, that temporary Debt Securities need not recite
specific redemption, sinking fund, conversion or exchange provisions.

           Unless otherwise specified as contemplated by Section 301 with
respect to the Debt Securities of any series, or any Tranche thereof, after the
preparation of definitive Debt Securities of such series or Tranche, the
temporary Debt Securities of such series or Tranche shall be exchangeable,
without charge to the Holder thereof, for definitive Debt Securities of such
series or Tranche, upon surrender of such temporary Debt Securities at the
office or agency of the Company maintained pursuant to Section 602 in a Place of
Payment for such Debt Securities. Upon such surrender of temporary Debt
Securities, the Company shall, except as aforesaid, execute and the Trustee
shall authenticate and deliver in exchange therefor definitive Debt Securities
of the same series and Tranche, of authorized denominations and of like tenor
and aggregate principal amount.

                                       25
<PAGE>

           Until exchanged in full as hereinabove provided, temporary Debt
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Debt Securities of the same series and Tranche and of
like tenor authenticated and delivered hereunder.

Section 305.     Registration, Registration of Transfer and Exchange.

           The Company shall cause to be kept in each office designated pursuant
to Section 602, with respect to the Debt Securities of each series or any
Tranche thereof, a register (all registers kept in accordance with this Section
being collectively referred to as the "Debt Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Debt Securities of such series or Tranche and
the registration of transfer thereof. The Company shall designate one Person to
maintain the Debt Security Register for the Debt Securities of each series on a
consolidated basis, and such Person is referred to herein, with respect to such
series, as the "Debt Security Registrar". Anything herein to the contrary
notwithstanding, the Company may designate one or more of its offices as an
office in which the Debt Securities Register shall be maintained, and the
Company may designate itself the Debt Security Registrar with respect to one or
more of such series. The Debt Security Register shall be open for inspection by
the Trustee and the Company at all reasonable times.

           Except as otherwise specified as contemplated by Section 301 with
respect to the Debt Securities of any series, or any Tranche thereof, upon
surrender for registration of transfer of any Debt Security of such series or
Tranche at the office or agency of the Company maintained pursuant to Section
602 in a Place of Payment for such series or Tranche, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Debt Securities of the same series
and Tranche, of authorized denominations and of like tenor and aggregate
principal amount.

           Except as otherwise specified as contemplated by Section 301 with
respect to the Debt Securities of any series, or any Tranche thereof, any Debt
Security of such series or Tranche may be exchanged at the option of the Holder,
for one or more new Debt Securities of the same series and Tranche, of
authorized denominations and of like tenor and aggregate principal amount, upon
surrender of the Debt Securities to be exchanged at any such office or agency.
Whenever any Debt Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Debt Securities
which the Holder making the exchange is entitled to receive.

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

           Every Debt Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company, the Trustee or
the Debt Security Registrar) be duly endorsed or shall be accompanied by a
written instrument of transfer in form satisfactory to

                                       26
<PAGE>

the Company, the Trustee or the Debt Security Registrar, as the case may be,
duly executed by the Holder thereof or his attorney duly authorized in writing.

           Unless otherwise specified as contemplated by Section 301 with
respect to Debt Securities of any series, or any Tranche thereof, no service
charge shall be made for any registration of transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Debt Securities, other than exchanges
pursuant to Section 304, 406 or 1206 not involving any transfer.

           The Company shall not be required to execute or to provide for the
registration of transfer of or the exchange of (a) Debt Securities of any
series, or any Tranche thereof, during a period of 15 days immediately preceding
the day of the mailing of a notice of redemption of the Debt Securities of such
series or Tranche is to be given or (b) any Debt Security so selected for
redemption in whole or in part, except the unredeemed portion of any Debt
Security being redeemed in part.

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

Section 306.     Mutilated, Destroyed, Lost and Stolen Debt Securities.

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

           If there shall be delivered to the Company and the Trustee (a)
evidence to their satisfaction of the ownership of and the destruction, loss or
theft of any Debt Security and (b) such security or indemnity as may be
reasonably required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that such
Debt Security is held by a Person purporting to be the owner of such Debt
Security, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Debt Security, a new Debt
Security of the same series and Tranche, and of like tenor and principal amount
and bearing a number not contemporaneously outstanding.

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

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

                                       27
<PAGE>

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

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

Section 307.     Payment of Interest; Interest Rights Preserved.

           Unless otherwise specified as contemplated by Section 301 with
respect to the Debt Securities of any series, or any Tranche thereof, interest
on any Debt Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name that
Debt Security (or one or more Predecessor Debt Securities) is registered at the
close of business on the Regular Record Date for such interest.

           [Subject to Section 312]* any interest on any Debt Security of any
series which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
to be payable to the Holder on the related Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company,
at its election in each case, as provided in clause (a) or (b) below:

          (a) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Debt Securities of such series (or their
     respective Predecessor Debt Securities) are registered at the close of
     business on a date (herein called 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 Debt Security of such series and the
     date of the proposed payment, and at the same time the Company shall
     deposit with the Trustee an amount of money equal to the aggregate amount
     proposed to be paid in respect of such Defaulted Interest or shall make
     arrangements satisfactory to the Trustee for such deposit prior to the date
     of the proposed payment, such money when deposited to be held in trust for
     the benefit of the Persons entitled to such Defaulted Interest as in this
     clause provided. Thereupon the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest which shall be not more than 15 days
     and not 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 promptly cause notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor to be mailed, first-class
     postage prepaid, to each Holder of Debt Securities of such series at the
     address of such Holder as it appears in the Debt Security Register, not
     less than 10 days prior to such Special

                                       28
<PAGE>

     Record Date. Notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor having been so mailed, such Defaulted
     Interest shall be paid to the Persons in whose names the Debt Securities of
     such series (or their respective Predecessor Debt Securities) are
     registered at the close of business on such Special Record Date.

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

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

Section 308.     Persons Deemed Owners.

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

Section 309.     Cancellation by Debt Security Registrar.

          All Debt Securities surrendered for payment, redemption, registration
of transfer or exchange shall, if surrendered to any Person other than the Debt
Security Registrar, be delivered to the Debt Security Registrar and, if not
theretofore canceled, shall be promptly canceled by the Debt Security Registrar.
The Company may at any time deliver to the Debt Security Registrar for
cancellation any Debt Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever or which
the Company shall not have issued and sold, and all Debt Securities so delivered
shall be promptly canceled by the Debt Security Registrar. No Debt Securities
shall be authenticated in lieu of or in exchange for any Debt Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. All certificates representing canceled Debt Securities held by the
Debt Security Registrar shall be disposed of in accordance with the customary
practices of the Debt Security Registrar at the time in effect, and the Debt
Security Registrar shall not be required to destroy any such certificates. The
Debt Security Registrar, if other than the trustee, shall promptly deliver a
certificate of disposition with respect to such disposed certificates to the
Trustee and the Company unless, by a Company Order, similarly delivered, the
Company shall direct that canceled Debt Securities be returned to it. The Debt
Security Registrar shall promptly

                                       29
<PAGE>

deliver evidence of any cancellation of a Debt Security in accordance with this
Section to the Trustee and the Company. If the Trustee is the entity acting as
Debt Security Registrar, it shall promptly deliver to the Company a certificate
of disposition with respect to any certificates disposed of and/or evidence of
any cancellation of a Debt Security, in each case in accordance with this
Section, if so requested by a Company Order.

Section 310.     Computation of Interest.

          Except as otherwise specified as contemplated by Section 301 for Debt
Securities of any series, or any Tranche thereof, interest on the Debt
Securities of each series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months and on the basis of the actual number of days
elapsed within any month in relation to the deemed 30 days of such month.

Section 311.     Payment to be in Proper Currency.

          In the case of the Debt Securities of any series, or any Tranche
thereof, denominated in any currency other than Dollars or in a composite
currency (the "Required Currency"), except as otherwise specified with respect
to such Debt Securities as contemplated by Section 301, 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 312.    Extension of Interest Payment.

          The Company shall have the right at any time, so long as the Company
is not in default in the payment of interest on the Debt Securities of any
series hereunder, to extend interest payment periods on all Securities of one or
more series, or Tranches thereof, if so specified as contemplated by Section 301
with respect to such Debt Securities and upon such terms as may be specified as
contemplated by Section 301 with respect to such Debt Securities.]*

                                       30
<PAGE>

                                  ARTICLE IV

                         Redemption of Debt Securities
                         -----------------------------

Section 401.     Applicability of Article.

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

Section 402.     Election to Redeem; Notice to Trustee.

          The election of the Company to redeem any Debt Securities shall be
evidenced by a Board Resolution and/or an Officer's Certificate. The Company
shall, at least 45 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee in writing of such Redemption Date and of the principal amount of such
Debt Securities to be redeemed. In the case of any redemption of Debt Securities
(a) prior to the expiration of any restriction on such redemption provided in
the terms of such Debt Securities or elsewhere in this Indenture or (b) pursuant
to an election of the Company which is subject to a condition specified in the
terms of such Debt Securities, the Company shall furnish the Trustee with an
Officer's Certificate evidencing compliance with such restriction or condition.

Section 403.     Selection of Debt Securities to be Redeemed.

          If less than all the Debt Securities of any series, or any Tranche
thereof, are to be redeemed, the particular Debt Securities to be redeemed shall
be selected by the Trustee from the Outstanding Debt Securities of such series
or Tranche not previously called for redemption, by such method as shall be
provided for any particular series, or, in the absence of any such provision, by
such method of random selection as the Trustee shall deem fair and appropriate
and which may, in any case, provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Debt Securities of such series
or Tranche or any integral multiple thereof) of the principal amount of Debt
Securities of such series or Tranche of a denomination larger than the minimum
authorized denomination for Debt Securities of such series or Tranche; provided,
however, that if, as indicated in an Officer's Certificate, the Company shall
have offered to purchase all or any principal amount of the Debt Securities then
Outstanding of any series, or any Tranche thereof, and less than all of such
Debt Securities as to which such offer was made shall have been tendered to the
Company for such purchase, the Trustee, if so directed by Company Order, shall
select for redemption all or any principal amount of such Debt Securities which
have not been so tendered.

          If the Debt Securities are then held in the form of a Global Security,
the Trustee shall select Debt Securities to be redeemed in accordance with the
customary procedures for the Depositary.

                                       31
<PAGE>

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

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

Section 404.     Notice of Redemption.

          Notice of redemption shall be given in the manner provided in Section
106 to the Holders of the Debt Securities to be redeemed not less than 30 nor
more than 60 days prior to the Redemption Date.

          All notices of redemption shall state:

          (a) the Redemption Date,

          (b) the Redemption Price,

          (c) if less than all the Debt Securities of any series or Tranche are
to be redeemed, the identification of the particular Debt Securities to be
redeemed and the portion of the principal amount of any Debt Security to be
redeemed in part,

          (d) that on the Redemption Date, the Redemption Price, together with
accrued interest, if any, to the Redemption Date, will become due and payable
upon each such Debt Security to be redeemed and, if applicable and provided that
the Redemption Price is received by the Paying Agent or Agents on or prior to
the Redemption Date, that interest thereon will cease to accrue on and after
said date,

          (e) the place or places where such Debt Securities are to be
surrendered for payment of the Redemption Price and accrued interest, if any,
unless it shall have been specified as contemplated by Section 301 with respect
to such Debt Securities that such surrender shall not be required,

          (f) that the redemption is for a sinking or other fund, if such is the
case, and

          (g) such other matters as the Company shall deem desirable or
appropriate (including CUSIP numbers with respect to such Debt Securities, if
the Company shall so elect, in which event such notice of redemption may contain
a disclaimer as to the correctness of such numbers either as printed on the Debt
Securities or on such notice of redemption).

          Unless otherwise specified with respect to any Debt Securities in
accordance with Section 301, with respect to any notice of redemption of Debt
Securities at the election of the Company, unless, upon the giving of such
notice, such Debt Securities shall be deemed to have

                                       32
<PAGE>

been paid in accordance with Section 701, such notice may state that such
redemption shall be conditional upon the receipt by the Paying Agent or Agents
for such Debt Securities, on or prior to the date fixed for such redemption, of
money sufficient to pay the principal of and premium, if any, and interest, if
any, on such Debt Securities and that if such money shall not have been so
received such notice shall be of no force or effect and the Company shall not be
required to redeem such Debt Securities. In the event that such notice of
redemption contains such a condition and such money is not so received, the
redemption shall not be made and within a reasonable time thereafter notice
shall be given, in the manner in which the notice of redemption was given, that
such money was not so received and such redemption was not required to be made,
and the Paying Agent or Agents for the Debt Securities otherwise to have been
redeemed shall promptly return to the Holders thereof any of such Debt
Securities which had been surrendered for payment upon such redemption.

          Notice of redemption of Debt Securities to be redeemed at the election
of the Company, and any notice of non-satisfaction of a condition for redemption
as aforesaid, shall be given by the Company or, at the Company's request, by the
Debt Security Registrar in the name and at the expense of the Company. Notice of
mandatory redemption of Debt Securities shall be given by the Debt Security
Registrar in the name and at the expense of the Company.

Section 405.     Debt Securities Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, and the
conditions, if any, set forth in such notice having been satisfied, the Debt
Securities or portions thereof so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless, in the case of an unconditional notice of redemption,
the Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Debt Securities or portions thereof, if interest-bearing,
shall cease to bear interest. Upon surrender of any such Debt Security for
redemption in accordance with such notice, such Debt Security or portion thereof
shall be paid by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that no such
surrender shall be a condition to such payment if so specified as contemplated
by Section 301 with respect to such Debt Security; and provided, further, that
except as otherwise specified as contemplated by Section 301 with respect to
such Debt Security, any installment of interest on any Debt Security the Stated
Maturity of which installment is on or prior to the Redemption Date shall be
payable to the Holder of such Debt Security, or one or more Predecessor Debt
Securities, registered as such at the close of business on the related Regular
Record Date according to the terms of such Debt Security and subject to the
provisions of Section 307.

Section 406.     Debt Securities Redeemed in Part.

          Upon the surrender of any Debt Security which is to be redeemed only
in part at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Debt Security,

                                       33
<PAGE>

without service charge, a new Debt Security or Debt Securities of the same
series and Tranche, of any authorized denomination requested by such Holder and
of like tenor and in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Debt Security so surrendered.

                                   ARTICLE V

                                 Sinking Funds
                                 -------------

Section 501. Applicability of Article.

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

          The minimum amount of any sinking fund payment provided for by the
terms of Debt Securities of any series, or any Tranche thereof, 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 Debt Securities of any series,
or any Tranche thereof, is herein referred to as an "optional sinking fund
payment." If provided for by the terms of Debt Securities of any series, or any
Tranche thereof, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 502. Each sinking fund payment shall be applied
to the redemption of Debt Securities of the series or Tranche in respect of
which it was made as provided for by the terms of such Debt Securities.

Section 502.     Satisfaction of Sinking Fund Payments with Debt Securities.

          The Company (a) may deliver to the Trustee Outstanding Debt Securities
(other than any previously called for redemption) of a series or Tranche in
respect of which a mandatory sinking fund payment is to be made and (b) may
apply as a credit Debt Securities of such series or Tranche which have been
redeemed either at the election of the Company pursuant to the terms of such
Debt Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, in each case in
satisfaction of all or any part of such mandatory sinking fund payment;
provided, however, that no Debt Securities shall be applied in satisfaction of a
mandatory sinking fund payment if such Debt Securities shall have been
previously so applied. Debt Securities so applied shall be received and credited
for such purpose by the Trustee at the Redemption Price specified in such Debt
Securities for redemption through operation of the sinking fund and the amount
of such mandatory sinking fund payment shall be reduced accordingly.

Section 503.     Redemption of Debt Securities for Sinking Fund.

           Not less than 45 days prior to each sinking fund payment date for the
Debt Securities of any series, or any Tranche thereof, the Company shall deliver
to the Trustee an Officer's Certificate specifying:

                                       34
<PAGE>

          (a) the amount of the next succeeding mandatory sinking fund payment
     for such series or Tranche;

          (b) the amount, if any, of the optional sinking fund payment to be
     made together with such mandatory sinking fund payment;

          (c) the aggregate sinking fund payment;

          (d) the portion, if any, of such aggregate sinking fund payment which
     is to be satisfied by the payment of cash; and

          (e) the portion, if any, of such aggregate sinking fund payment which
     is to be satisfied by delivering and crediting Debt Securities of such
     series or Tranche pursuant to Section 502 and stating the basis for such
     credit and that such Debt Securities have not previously been so credited,
     and the Company shall also deliver to the Trustee any Debt Securities to be
     so delivered.

          If the Company shall not have delivered such Officer's Certificate
and, to the extent applicable, all such Debt Securities, on or prior to the 45th
day prior to such sinking fund payment date, the sinking fund payment for such
series or Tranche in respect of such sinking fund payment date shall be made
entirely in cash in the amount of the mandatory sinking fund payment. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Debt Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 403 and the Debt Security Registrar shall 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 404. Such notice having been
duly given, the redemption of such Debt Securities shall be made upon the terms
and in the manner stated in Sections 405 and 406.

                                  ARTICLE VI

                                   Covenants
                                   ---------

Section 601.     Payment of Principal, Premium and Interest.
---------

          The Company shall pay the principal of and premium, if any, and
interest, if any, on the Debt Securities of each series in accordance with the
terms of such Debt Securities and this Indenture.

Section 602.     Maintenance of Office or Agency.

          The Company shall maintain in each Place of Payment for the Debt
Securities of each series, or any Tranche thereof, an office or agency where
payment of such Debt Securities shall be made, where the registration of
transfer or exchange of such Debt Securities may be effected and where notices
and demands to or upon the Company in respect of such Debt Securities and this
Indenture may be served. The Company shall give prompt written notice to

                                       35
<PAGE>

the Trustee of the location, and any change in the location, of each such office
or agency and prompt notice to the Holders of any such change in the manner
specified in Section 106. If at any time the Company shall fail to maintain any
such required office or agency in respect of Debt Securities of any series, or
any Tranche thereof, or shall fail to furnish the Trustee with the address
thereof, payment of such Debt Securities shall be made, registration of transfer
or exchange thereof may be effected and notices and demands in respect thereof
may be served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent for all such purposes in any such
event.

          The Company may also from time to time designate one or more other
offices or agencies with respect to the Debt Securities of one or more series,
or any Tranche thereof, for any or all of the foregoing purposes and may from
time to time rescind such designations; provided, however, that, unless
otherwise specified as contemplated by Section 301 with respect to the Debt
Securities of such series or Tranche no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
for such purposes in each Place of Payment for such Debt Securities in
accordance with the requirements set forth above. The Company shall give prompt
written notice to the Trustee, and prompt notice to the Holders in the manner
specified in Section 106, of any such designation or rescission and of any
change in the location of any such other office or agency.

          Anything herein to the contrary notwithstanding, any office or agency
required by this Section may be maintained at an office of the Company, in which
event the Company shall perform all functions to be performed at such office or
agency.

Section 603.     Money for Debt Securities Payments to be Held in Trust.

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

          Whenever the Company shall have one or more Paying Agents for the Debt
Securities of any series, or any Tranche thereof, it shall, on or before each
due date of the principal of and premium, if any, and interest, if any, on such
Debt Securities, deposit with such Paying Agents sums sufficient (without
duplication) to pay the principal and premium 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 shall promptly notify the Trustee of any failure by it so to act.

          The Company shall cause each Paying Agent for the Debt Securities of
any series, or any Tranche thereof, other than the Company or the Trustee, to
execute and deliver to the

                                       36
<PAGE>

Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent shall:

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

          (b) give the Trustee notice of any failure by the Company (or any
     other obligor upon such Debt Securities) to make any payment of principal
     of or premium, if any, or interest, if any, on such Debt Securities; and

          (c) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent and furnish to the Trustee such
     information as it possesses regarding the names and addresses of the
     Persons entitled to such sums.

          The Company may at any time pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent and, if so
stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article VII; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of and premium, if
any, or interest, if any, on any Debt Security and remaining unclaimed for two
years after such principal and premium, if any, or interest has become due and
payable shall be paid to the Company on Company Request, or, if then held by the
Company, shall be discharged from such trust; and, upon such payment or
discharge, the Holder of such Debt Security shall, as an unsecured general
creditor and not as a Holder of an Outstanding Debt Security, look only to the
Company for payment of the amount so due and payable and remaining unpaid, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such payment to the Company, may at the expense of the
Company cause to be mailed, on one occasion only, notice to such Holder that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such mailing, any unclaimed
balance of such money then remaining will be paid to the Company.

Section 604.     Corporate Existence.

          Subject to the rights of the Company under Article XI, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence.

                                       37
<PAGE>

Section 605.     Maintenance of Properties.

          The Company shall cause (or, with respect to property owned in common
with others, make reasonable effort to cause) all its properties used or useful
in the conduct of its business to be maintained and kept in good condition,
repair and working order and shall cause (or, with respect to property owned in
common with others, make reasonable effort to cause) to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as,
in the judgment of the Company, may be necessary so that the business carried on
in connection therewith may be properly conducted; provided, however, that
nothing in this Section shall prevent the Company from discontinuing, or causing
the discontinuance of, the operation and maintenance of any of its properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct
of its business.

Section 606.     Annual Officer's Certificate as to Compliance.

          Not later than ______________ in each year, commencing
_______________, the Company shall deliver to the Trustee an Officer's
Certificate which need not comply with Section 102, executed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, stating whether, to such officer's knowledge, the
Company is in compliance with all conditions and covenants under this Indenture,
such compliance to be determined without regard to any period of grace or
requirement of notice under this Indenture, and making any other statements as
may be required by the provisions of Section 314(a)(4) of the Trust Indenture
Act.

Section 607.     Waiver of Certain Covenants.

          The Company may omit in any particular instance to comply with any
term, provision or condition set forth in (a) Section 602 or any additional
covenant or restriction specified with respect to the Debt Securities of any
series, or any Tranche thereof, as contemplated by Section 301 if before the
time for such compliance the Holders of at least a majority in aggregate
principal amount of the Outstanding Debt Securities of all series and Tranches
with respect to which compliance with Section 602 or such additional covenant or
restriction is to be omitted, considered as one class, shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition and (b) Sections 604, 605, 606
or Article XI if before the time for such compliance the Holders of at least a
majority in principal amount of Debt Securities Outstanding under this Indenture
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition; but, in the
case of (a) or (b), no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                                       38
<PAGE>

                                  ARTICLE VII

                          Satisfaction and Discharge
                          --------------------------

Section 701.     Satisfaction and Discharge of Debt Securities.

          Any Debt Security or Debt Securities, or any portion of the principal
amount thereof, shall be deemed to have been paid for all purposes of this
Indenture, and the entire indebtedness of the Company in respect thereof shall
be deemed to have been satisfied and discharged, if there shall have been
irrevocably deposited with the Trustee or any Paying Agent (other than the
Company), in trust:

          (a) money in an amount which shall be sufficient, or

          (b) in the case of a deposit made prior to the Maturity of such Debt
     Securities or portions thereof, Eligible Obligations, which shall not
     contain provisions permitting the redemption or other prepayment thereof at
     the option of the issuer thereof, the principal of and the interest on
     which when due, without any regard to reinvestment thereof, will provide
     moneys which, together with the money, if any, deposited with or held by
     the Trustee or such Paying Agent, shall be sufficient, or

          (c) a combination of (a) or (b) which shall be sufficient,

to pay when due the principal of and premium, if any, and interest, if any, due
and to become due on such Debt Securities or portions thereof on or prior to
Maturity, provided, however, that in the case of the provision for payment or
redemption of less than all the Debt Securities of any series or Tranche, such
Debt Securities or portions thereof shall have been selected by the Trustee as
provided herein and, in the case of a redemption, the notice requisite to the
validity of such redemption shall have been given or irrevocable authority shall
have been given by the Company to the Trustee to give such notice, under
arrangements satisfactory to the Trustee; and provided, further, that the
Company shall have delivered to the Trustee and such Paying Agent:

              (x) if such deposit shall have been made prior to the Maturity of
          such Debt Securities, a Company Order stating that the money and
          Eligible Obligations deposited in accordance with this Section shall
          be held in trust, as provided in Section 703;

              (y) if Eligible Obligations shall have been deposited, an Opinion
          of Counsel that the obligations so deposited constitute Eligible
          Obligations and do not contain provisions permitting the redemption or
          other prepayment at the option of the issuer thereof, and an opinion
          of an independent public accountant of nationally recognized standing,
          selected by the Company, to the effect that the requirements set forth
          in clause (b) above have been satisfied; and

              (z) if such deposit shall have been made prior to the Maturity of
          such Debt Securities, an Officer's Certificate stating the Company's
          intention that,

                                       39
<PAGE>

          upon delivery of such Officer's Certificate, its indebtedness in
          respect of such Debt Securities or portions thereof will have been
          satisfied and discharged as contemplated in this Section.

          If the Company shall make any deposit of money and/or Eligible
Obligations with respect to any Debt Securities, or any portion of the principal
amount thereof, as contemplated by this section, the Company shall not deliver
an Officer's Certificate described in clause (z) above unless the Company shall
also deliver to the Trustee, together with such Officer's Certificate, an
Opinion of Counsel to the effect that, as a result of a change in law occurring
after the date of this Indenture, the Holders of such Debt Securities, or
portions thereof, will not recognize income, gain or loss for United States
federal income tax purposes as a result of the satisfaction and discharge of the
Company's indebtedness in respect thereof and will be subject to United States
federal income tax on the same amounts, at the same times and in the same manner
as if such satisfaction and discharge had not been effected.

          Upon the deposit of money or Eligible Obligations, or both, in
accordance with this Section, together with the documents required by clauses
(x), (y) and (z) above, the Trustee shall, upon receipt of a Company Request,
acknowledge in writing that the Debt Security or Debt Securities or portions
thereof with respect to which such deposit was made are deemed to have been paid
for all purposes of this Indenture and that the entire indebtedness of the
Company in respect thereof has been satisfied and discharged as contemplated in
this Section. In the event that all of the conditions set forth in the first
paragraph of this Section shall have been satisfied in respect of any Debt
Securities or portions thereof except that, for any reason, the Officer's
Certificate specified in clause (z) shall not have been delivered, such Debt
Securities or portions thereof shall nevertheless be deemed to have been paid
for all purposes of this Indenture, and the Holders of such Debt Securities or
portions thereof shall nevertheless be no longer entitled to the benefits of
this Indenture or of any of the covenants of the Company under Article VI
(except the covenants contained in Sections 602 and 603) or any other covenants
made in respect of such Debt Securities or portions thereof as contemplated by
Section 301, but the indebtedness of the Company in respect of such Debt
Securities or portions thereof shall not be deemed to have been satisfied and
discharged prior to Maturity for any other purpose, and the Holders of such Debt
Securities or portions thereof shall continue to be entitled to look to the
Company for payment of the indebtedness represented thereby; and, upon receipt
of a Company Request, the Trustee shall acknowledge in writing that such Debt
Securities or portions thereof are deemed to have been paid for all purposes of
this Indenture.

          If payment at Stated Maturity of less than all of the Debt Securities
of any series, or any Tranche thereof, is to be provided for in the manner and
with the effect provided in this Section, the Trustee shall select such Debt
Securities, or portions of principal amount thereof, in the manner specified by
Section 403 for selection for redemption of less than all the Debt Securities of
a series or Tranche.

          In the event that Debt Securities which shall be deemed to have been
paid for purposes of this Indenture, and, if such is the case, in respect of
which the Company's indebtedness shall have been satisfied and discharged, all
as provided in this Section do not

                                       40
<PAGE>

mature and are not to be redeemed within the sixty (60) day period commencing
with the date of the deposit of moneys or Eligible Obligations, as aforesaid,
the Company shall, as promptly as practicable, give a notice, in the same manner
as a notice of redemption with respect to such Debt Securities, to the Holders
of such Debt Securities to the effect that such deposit has been made and the
effect thereof.

          Notwithstanding that any Debt Securities shall be deemed to have been
paid for purposes of this Indenture, as aforesaid, the obligations of the
Company and the Trustee in respect of such Debt Securities under Sections 304,
305, 306, 404, 503 (as to notice of redemption), 602, 603, 907, 914 and 915 and
this Article shall survive.

          The Company shall pay, and shall indemnify the Trustee or any Paying
Agent with which Eligible Obligations shall have been deposited as provided in
this Section against any tax, fee or other charge imposed on or assessed against
such Eligible Obligations or the principal or interest received in respect of
such Eligible Obligations, including, but not limited to, any such tax payable
by any entity deemed, for tax purposes, to have been created as a result of such
deposit.

          Anything herein to the contrary notwithstanding, (a) if, at any time
after a Debt Security would be deemed to have been paid for purposes of this
Indenture, and, if such is the case, the Company's indebtedness in respect
thereof would be deemed to have been satisfied or discharged, pursuant to this
Section (without regard to the provisions of this paragraph), the Trustee or any
Paying Agent, as the case may be, shall be required to return the money or
Eligible Obligations, or combination thereof, deposited with it as aforesaid to
the Company or its representative under any applicable federal or state
bankruptcy, insolvency or other similar law, such Debt Security shall thereupon
be deemed retroactively not to have been paid and any satisfaction and discharge
of the Company's indebtedness in respect thereof shall retroactively be deemed
not to have been effected, and such Debt Security shall be deemed to remain
Outstanding and (b) any satisfaction and discharge of the Company's indebtedness
in respect of any Debt Security shall be subject to the provisions of the last
paragraph of Section 603.

Section 702.     Satisfaction and Discharge of Indenture.

          This Indenture shall upon Company Request cease to be of further
effect (except as hereinafter expressly provided), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

          (a) no Debt Securities remain Outstanding hereunder; and

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

provided, however, that if, in accordance with the last paragraph of Section
701, any Debt Security, previously deemed to have been paid for purposes of this
Indenture, shall be deemed retroactively not to have been so paid, this
Indenture shall thereupon be deemed retroactively not to have been satisfied and
discharged, as aforesaid, and to remain in full force and effect, and the

                                       41
<PAGE>

Company shall execute and deliver such instruments as the Trustee shall
reasonably request to evidence and acknowledge the same.

          Notwithstanding the satisfaction and discharge of this Indenture as
aforesaid, the obligations of the Company and the Trustee under Sections 304,
305, 306, 404, 503 (as to notice of redemption), 602, 603, 907, 914 and 915 and
this Article shall survive.

          Upon satisfaction and discharge of this Indenture as provided in this
Section, the Trustee shall assign, transfer and turn over to the Company,
subject to the lien provided by Section 907, any and all money, securities and
other property then held by the Trustee for the benefit of the Holders of the
Debt Securities other than money and Eligible Obligations held by the Trustee
pursuant to Section 703.

Section 703.     Application of Trust Money.

          Neither the Eligible Obligations nor the money deposited pursuant to
Section 701, nor the principal or interest payments on any such Eligible
Obligations, shall be withdrawn or used for any purpose other than, and shall be
held in trust for, the payment of the principal of, and premium, if any, and
interest, if any, on, the Debt Securities or portions of principal amount
thereof in respect of which such deposit was made, all subject, however, to the
provisions of Section 603; provided, however, that, so long as there shall not
have occurred and be continuing an Event of Default, or an event which, with the
giving of notice or the passage of time, would become an Event of Default, any
cash received from such principal or interest payments on such Eligible
Obligations, if not then needed for such purpose, shall, to the extent
practicable, be invested in Eligible Obligations of the type described in clause
(b) in the first paragraph of Section 701 maturing at such times and in such
amounts as shall be sufficient to pay when due the principal of and premium, if
any, and interest, if any, due and to become due on such Debt Securities or
portions thereof on and prior to the Maturity thereof, and interest earned from
such reinvestment shall be paid over to the Company as received, free and clear
of any trust, lien or pledge under this Indenture except the lien provided by
Section 907; and provided, further, that, so long as there shall not have
occurred and be continuing an Event of Default, or an event which, with the
giving of notice or the passage of time, would become an Event of Default, any
moneys held in accordance with this Section on the Maturity of all such Debt
Securities in excess of the amount required to pay the principal of and premium,
if any, and interest, if any, then due on such Debt Securities shall be paid
over to the Company free and clear of any trust, lien or pledge under this
Indenture except the lien provided by Section 907; and provided, further, that
if an Event of Default, or an event which, with the giving of notice or the
passage of time, would become an Event of Default, shall have occurred and be
continuing, moneys to be paid over to the Company pursuant to this Section shall
be held until such Event of Default, or event which, with the giving of notice
or the passage of time, would become an Event of Default, shall have been waived
or cured.

                                       42
<PAGE>

                                 ARTICLE VIII

                          Events of Default; Remedies
                          ---------------------------

Section 801.        Events of Default.

               "Event of Default", wherever used herein with respect to Debt
Securities of any series, means any one of the following events:

               (a)       failure to pay interest, if any, on any Debt Security
          of such series within thirty (30) days after the same becomes due and
          payable[ (whether or not payment is prohibited by the provisions of
          Article XV hereof); provided, however, that a valid extension of the
          interest payment period by the Company as contemplated in Section 312
          of this Indenture shall not constitute a failure to pay interest for
          this purpose]*; or

               (b)       failure to pay the principal of or premium, if any, on
          any Debt Security of such series when due and payable[(whether or not
          payment is prohibited by the provisions of Article XV hereof]; or

               (c)       failure to make any sinking fund payment with respect
          to such series when due; or

               (d)       failure to perform or breach of any covenant or
          warranty of the Company in this Indenture (other than a covenant or
          warranty a default in the performance of which or breach of which is
          elsewhere in this Section specifically dealt with or which has
          expressly been included in this Indenture solely for the benefit of
          one or more series of Debt Securities other than such series) for a
          period of 60 days after there has been given, by registered or
          certified mail, to the Company by the Trustee, or to the Company and
          the Trustee by the Holders of at least 33% in principal amount of the
          Outstanding Debt Securities of such series, a written notice
          specifying such default or breach and requiring it to be remedied and
          stating that such notice is a "Notice of Default" hereunder, unless
          the Trustee, or the Trustee and the Holders of a principal amount of
          Debt Securities of such series not less than the principal amount of
          Debt Securities the Holders of which gave such notice, as the case may
          be, shall agree in writing to an extension of such period prior to its
          expiration; provided, however, that the Trustee, or the Trustee and
          the Holders of such principal amount of Debt Securities of such
          series, as the case may be, shall be deemed to have agreed to an
          extension of such period for a maximum of one hundred twenty (120)
          days if corrective action is initiated by the Company within such
          period and is being diligently pursued; or

               (e)       the entry by a court having jurisdiction in the
          premises of (1) a decree or order for relief in respect of the Company
          in an involuntary case or proceeding under any applicable federal or
          state bankruptcy, insolvency, reorganization or other similar law or
          (2) a decree or order adjudging the Company a bankrupt or insolvent,
          or approving as properly filed a petition by one or more Persons other
          than the Company seeking reorganization, arrangement, adjustment or
          composition of or in respect of the Company

                                       43
<PAGE>

          under any applicable federal or state law, or appointing a custodian,
          receiver, liquidator, assignee, trustee, sequestrator or other similar
          official for the Company or for any substantial part of its property,
          or ordering the winding up or liquidation of its affairs, and any such
          decree or order for relief or any such other decree or order shall
          have remained unstayed and in effect for a period of 90 consecutive
          days; or

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

               (g)       any other Event of Default specified with respect to
          Debt Securities of such series.

Section 802.        Acceleration of Maturity; Rescission and Annulment.

               If an Event of Default due to the default in payment of principal
of, or premium, if any, or interest on, any series of Debt Securities or due to
the default in the performance or breach of any other covenant or warranty of
the Company applicable to the Debt Securities of such series but not applicable
to all Outstanding Debt Securities shall have occurred and be continuing, either
the Trustee or the Holders of not less than 33% in principal amount of the Debt
Securities of such series may then declare the principal amount (or, if any of
the Debt Securities of such series are Discount Debt Securities, such portion of
the principal amount as may be specified in the terms thereof as contemplated by
Section 301) of all Debt Securities of such series and premium, if any, and
interest accrued thereon to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders). If an Event
of Default due to default in the performance of any other of the covenants or
warranties herein applicable to all Outstanding Debt Securities or an Event of
Default specified in Section 801(e) or (f) shall have occurred and be
continuing, either the Trustee or the Holders of not less than 33% in principal
amount of all Debt Securities then Outstanding (considered as one class), and
not the Holders of the Debt Securities of any one of such series, may declare
the principal amount (or, if any of the Debt Securities are Discount Debt
Securities, such portion of the principal amount of such Debt Securities as may
be specified in the terms thereof as contemplated by Section 301) of all Debt
Securities and premium, if any, and interest accrued thereon to be due and
payable immediately, by a notice in writing to the Company (and to the

                                      44
<PAGE>

Trustee if given by the Holders). As a consequence of each such declaration
(herein referred to as a declaration of acceleration) with respect to Debt
Securities of any series, the principal amount (or portion thereof in the case
of Discount Debt Securities) of such Debt Securities, premium, if any, and
interest accrued thereon shall become due and payable immediately[ (provided
that the payment of principal of such Debt Securities shall remain subordinated
to the extent provided in Article XV hereof)]*.

               With respect to a series of Debt Securities to which a credit
enhancement is applicable, the applicable supplemental indenture may provide
that the provider of such credit enhancement may, if default has occurred and is
continuing with respect to such series, and, subject to certain conditions, have
all the rights with respect to remedies that would otherwise have been
exercisable by the Holders of Debt Securities of that series.

               At any time after such a declaration of acceleration with respect
to Debt Securities of any series shall have been made and before a judgment or
decree for payment of the money due shall have been obtained by the Trustee as
hereinafter in this Article provided, the Event or Events of Default giving rise
to such declaration of acceleration shall, without further act, be deemed to
have been waived, and such declaration and its consequences shall, without
further act, be deemed to have been rescinded and annulled, if

               (a)       the Company shall have paid or deposited with the
          Trustee a sum sufficient to pay

                         (1)  all overdue interest on all Debt Securities of
               such series;

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

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

                         (4)  all amounts due to the Trustee under Section 907;

               and

               (b)      any other Event or Events of Default with respect to
          Debt Securities of such series, other than the non-payment of the
          principal of Debt Securities of such series which shall have become
          due solely by such declaration of acceleration, shall have been cured
          or waived as provided in Section 813.

No such rescission shall affect any subsequent Event of Default or impair any
right consequent thereon.

                                       45
<PAGE>

Section 803.        Collection of Indebtedness and Suits for Enforcement by
                    Trustee.

               If an Event of Default described in clause (a), (b) or (c) of
Section 801 shall have occurred and be continuing, the Company shall, upon
demand of the Trustee, pay to it, for the benefit of the Holders of the Debt
Securities of the series with respect to which such Event of Default shall have
occurred, the whole amount then due and payable on such Debt Securities for
principal and premium, if any, and interest, if any, and, to the extent
permitted by law, interest on premium, if any, and on any overdue principal and
interest, at the rate or rates prescribed therefor in such Debt Securities, and,
in addition thereto, such further amount as shall be sufficient to cover any
amounts due to the Trustee under Section 907.

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

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

Section 804.        Trustee May File Proofs of Claim.

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

               (a)  to file and prove a claim for the whole amount of principal,
          premium, if any, and interest, if any, owing and unpaid in respect of
          the Debt Securities and to file such other papers or documents as may
          be necessary or advisable in order to have the claims of the Trustee
          (including any claim for amounts due to the Trustee under Section 907)
          and of the Holders allowed in such judicial proceeding, and

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

                                       46
<PAGE>

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amounts due it under Section 907.

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

Section 805.        Trustee May Enforce Claims Without Possession of Debt
                    Securities.

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

Section 806.        Application of Money Collected.

               [Subject to the provisions of Article XV,]* any money collected
by the Trustee pursuant to this Article shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal or premium, if any, or interest, if any, upon
presentation of the Debt Securities in respect of which or for the benefit of
which such money shall have been collected and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

              First: To the payment of all amounts due the Trustee under Section
          907;

              Second: To the payment of the amounts then due and unpaid upon the
          Debt Securities for principal of and premium, if any, and interest, if
          any, 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 Debt Securities for
          principal, premium, if any, and interest, if any, respectively; and

               Third: To the payment of the remainder, if any, to the Company,
          or to whomsoever may be lawfully entitled to receive the same or as a
          court of competent jurisdiction may direct.

Section 807.        Limitation on Suits.

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

                                       47
<PAGE>

               (a)  such Holder shall have previously given written notice to
          the Trustee of a continuing Event of Default with respect to the Debt
          Securities of such series;

               (b)  the Holders of not less than a majority in aggregate
          principal amount of the Outstanding Debt Securities of all series in
          respect of which an Event of Default shall have occurred and be
          continuing, considered as one class, shall have made written request
          to the Trustee to institute proceedings in respect of such Event of
          Default in its own name as Trustee hereunder;

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

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

               (e)  no direction inconsistent with such written request shall
          have been given to the Trustee during such 60-day period by the
          Holders of a majority in aggregate principal amount of the Outstanding
          Debt Securities of all series in respect of which an Event of Default
          shall have occurred and be continuing, considered as one class;

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

Section 808.        Unconditional Right of Holders to Receive Principal, Premium
                    and Interest.

               Notwithstanding any other provision in this Indenture, the Holder
of any Debt Security shall have the right, which is absolute and unconditional,
to receive payment of the principal of and premium, if any, and (subject to
Section 307[ and 312']*) interest, if any, on such Debt Security on the Stated
Maturity or Maturities expressed in such Debt Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

Section 809.        Restoration of Rights and Remedies.

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

                                       48
<PAGE>

Section 810.        Rights and Remedies Cumulative.

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

Section 811.        Delay or Omission Not Waiver.

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

Section 812.        Control by Holders of Debt Securities.

               If an Event of Default shall have occurred and be continuing in
respect of a series of Debt Securities, the Holders of a majority in principal
amount of the Outstanding Debt Securities of such series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Debt Securities of such series; provided, however,
that if an Event of Default shall have occurred and be continuing with respect
to more than one series of Debt Securities, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of all such
series, considered as one class, shall have the right to make such direction,
and not the Holders of the Debt Securities of any one of such series; and
provided, further, that

               (a)  such direction shall not be in conflict with any rule of law
          or with this Indenture, and could not involve the Trustee in personal
          liability in circumstances where indemnity would not in the Trustee's
          reasonable discretion be adequate, and

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

               Before proceeding to exercise any right or power hereunder at the
direction of such Holders, the Trustee shall be entitled to receive from such
Holders reasonable security or indemnity, against the costs, expenses and
liabilities which might be incurred by it in compliance with any such direction.

                                       49
<PAGE>

Section 813.        Waiver of Past Defaults.

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

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

               (b)       in respect of a covenant or provision hereof which
          under Section 1202 cannot be modified or amended without the consent
          of the Holder of each Outstanding Debt Security of such series
          affected.

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

Section 814.        Undertaking for Costs.

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

Section 815.        Waiver of Stay or Extension Laws.

               The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein

                                       50
<PAGE>

granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                  ARTICLE IX

                                  The Trustee
                                  -----------
Section 901.        Certain Duties and Responsibilities.


               (a)       The Trustee shall have and be subject to all the duties
          and responsibilities specified with respect to an indenture trustee in
          the Trust Indenture Act, and no implied covenants or obligations shall
          be read into this Indenture against the Trustee.

               (b)       The Trustee, prior to the occurrence of an Event of
          Default and after the curing or waiving of all Events of Default which
          may have occurred, undertakes to perform such duties and only such
          duties as are specifically set forth in this Indenture. In case an
          Event of Default of which a Responsible Officer of the Trustee has
          knowledge has occurred and is continuing, the Trustee shall exercise
          such of the rights and powers vested in it by this Indenture, and use
          the same degree of care and skill in their exercise, as a prudent
          person would exercise or use under the circumstances in the conduct of
          such person's own affairs.

               (c)       No provision of this Indenture shall be construed to
         relieve the Trustee from liability for its own negligent action, its
         own negligent failure to act or its own willful misconduct, except that
         prior to the occurrence of an Event of Default and after the curing or
         waiving of all Events of Default which may have occurred

                         (i)  the duties and obligations of the Trustee shall be
               determined solely by the express provisions of this Indenture,
               and the Trustee shall not be liable 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 conclusively rely, as to the truth of
               the statements and the correctness of the opinions expressed
               therein, upon any certificates or opinions furnished to the
               Trustee and conforming to the requirements of this Indenture;
               but, in the case of any such certificates or opinions that by any
               provision hereof are specifically required to be furnished to the
               Trustee, the Trustee shall be under a duty to examine the same to
               determine whether or not they conform to the requirements of this
               Indenture.

               (d)       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 Debt Securities pursuant to
          Section 812, relating to the time, method and place of conducting

                                       51
<PAGE>

          any proceeding for any remedy available to the Trustee, or exercising
          any trust or power conferred upon the Trustee, under this Indenture].

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

               (f)       Notwithstanding anything contained in this Indenture to
          the contrary, the duties and responsibilities of the Trustee under
          this Indenture shall be subject to the protections, exculpations and
          limitations on liability afforded to the Trustee under the provisions
          of the Trust Indenture Act, including those provisions of such Act
          deemed by such Act to be included herein.

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

Section 902.        Notice of Defaults.

               The Trustee shall give the Holders notice of any default
hereunder with respect to the Debt Securities of any series to the Holders of
Debt Securities of such series of which it has knowledge (within the meaning of
Section 903(h) hereof) in the manner and to the extent required to do so by the
Trust Indenture Act, unless such default shall have been cured or waived;
provided, however, that in the case of any default of the character specified in
Section 801(d), no such notice to Holders shall be given until at least 60 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time, or both,
would become, an Event of Default.

Section 903.        Certain Rights of Trustee.

               Subject to the provisions of Section 901 and to the applicable
provisions of the Trust Indenture Act:

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

               (b)       any request or direction of the Company mentioned
          herein shall be sufficiently evidenced by a Company Request or Company
          Order, or as otherwise

                                       52
<PAGE>

         expressly provided herein, and any resolution of the Board of Directors
         may be sufficiently evidenced by a Board Resolution;

               (c)  whenever in the administration of this Indenture the Trustee
         shall deem it desirable that a matter be proved or established prior to
         taking, suffering or omitting any action hereunder, the Trustee (unless
         other evidence be herein specifically prescribed) may, in the absence
         of bad faith on its part, rely upon an Officer's Certificate,

               (d)  the Trustee may consult with counsel 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, suffered
         or omitted by it hereunder in good faith and in reliance thereon;

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

               (f)  the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall (subject to applicable legal
         requirements) be entitled to examine, during normal business hours, the
         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; and

               (h)  the Trustee shall not be charged with knowledge of any
         default or Event of Default with respect to the Debt Securities of any
         series for which it is acting as Trustee unless either (1) a
         Responsible Officer of the Trustee shall have knowledge of the default
         or Event of Default or (2) written notice of such default or Event of
         Default shall have been given to the Trustee by the Company, any other
         obligor on such Debt Securities or by any Holder of such Debt
         Securities.

Section 904.     Not Responsible for Recitals or Issuance of Debt Securities.

               The recitals contained herein and in the Debt Securities (except
the Trustee's certificates of authentication) shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Debt

                                       53
<PAGE>

Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Debt Securities or the
proceeds thereof.

Section 905.     May Hold Debt Securities.

               Each of the Trustee, any Authenticating Agent, any Paying Agent,
any Debt Security Registrar or any other agent of the Company, in its individual
or any other capacity, may become the owner or pledgee of Debt Securities and,
subject to Sections 908 and 913, may otherwise deal with the Company with the
same rights it would have if it were not the Trustee, Authenticating Agent,
Paying Agent, Debt Security Registrar or such other agent.

Section 906.     Money Held in Trust.

               Money held by the Trustee in trust hereunder need not be
segregated from other funds, except to the extent required by law. The Trustee
shall be under no liability for interest on investment of any money received by
it hereunder except as expressly provided herein or otherwise agreed with, and
for the sole benefit of, the Company.

Section 907.     Compensation and Reimbursement.

               The Company shall

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

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

               (c)  indemnify the Trustee and hold it harmless from and against
         any and all losses, demands, claims, liabilities, causes of action or
         expenses (including reasonable attorney's fees and expenses) incurred
         by it arising out of or in connection with the acceptance or
         administration of the trust or trusts hereunder or the performance of
         its duties hereunder, 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,
         except to the extent any such loss, demand, claim, liability, cause of
         action or expense may be attributable to its negligence, willful
         misconduct or bad faith and may assume the defense of the Trustee with
         counsel acceptable to the Trustee, unless the Trustee shall have been
         advised by counsel that there may be one or more legal defenses
         available to it which are different from or additional to those
         available to the

                                       54
<PAGE>

         Company, in which case the Trustee may engage separate counsel, and the
         fees and expenses of such counsel shall be assumed by the Company.

               As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Debt Securities
upon all property and funds held or collected by the Trustee as such other than
property and funds held in trust for the payment of principal, premium, if any,
and interest on Debt Securities. "Trustee" for purposes of this Section shall
include any predecessor Trustee; provided, however, that the negligence, willful
misconduct or bad faith of any Trustee hereunder shall not affect the rights of
any other Trustee hereunder.

               When a Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 801(e) or Section 801(f), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

               The provisions of this Section shall survive termination of this
Indenture.

Section 908.     Disqualification; Conflicting Interests.

               If the Trustee shall have or acquire any conflicting interest
within the meaning of the Trust Indenture Act, it shall either eliminate such
conflicting interest or resign to the extent, in the manner and with the effect,
and subject to the conditions, provided in the Trust Indenture Act and this
Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to
the extent permitted thereby, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a Trustee under (i) this Indenture with
respect to Debt Securities of more than one series, (ii) the Indenture (For
[Subordinated] Debt Securities), dated as of October 28, 1999, (iii) the
Indenture (For Senior Notes), dated as of March 1, 1999, or (iv) the Mortgage
and Deed of Trust, dated as of May 1, 1940, as supplemented, or with respect to
the securities issued thereunder.

Section 909.     Corporate Trustee Required; Eligibility.

               There shall at all times be a Trustee hereunder which shall be

               (a)  a corporation organized and doing business under the laws of
         the United States, any state or territory thereof or the District of
         Columbia, authorized under such laws to exercise corporate trust
         powers, having a combined capital and surplus of at least $100,000,000
         and subject to supervision or examination by federal or state
         authority, or

               (b)  if and to the extent permitted by the Commission by rule,
         regulation or order upon application, a corporation or other Person
         organized and doing business under the laws of a foreign government,
         authorized under such laws to exercise corporate trust powers, having a
         combined capital and surplus of at least $100,000,000 or the Dollar
         equivalent of the applicable foreign currency and subject to
         supervision or examination

                                       55
<PAGE>

         by authority of such foreign government or a political subdivision
         thereof substantially equivalent to supervision or examination
         applicable to United States institutional trustees,

               and, in either case, qualified and eligible under this Article
and the Trust Indenture Act. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of such supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

Section 910.     Resignation and Removal; Appointment of Successor.

               (a)  No resignation or removal of the Trustee and no appointment
         of a successor Trustee pursuant to this Article shall become effective
         until the acceptance of appointment by the successor Trustee in
         accordance with the applicable requirements of Section 911.

               (b)  The Trustee may resign at any time with respect to the Debt
         Securities of one or more series by giving written notice thereof to
         the Company. If the instrument of acceptance by a successor Trustee
         required by Section 911 shall not have been delivered to the Trustee
         within 30 days after the giving of such notice of resignation, the
         resigning Trustee may petition any court of competent jurisdiction for
         the appointment of a successor Trustee with respect to the Debt
         Securities of such series.

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

               (d)  If at any time:

                    (1)  the Trustee shall fail to comply with Section 908 after
               written request therefor by the Company or by any Holder who has
               been a bona fide Holder for at least six months, or

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

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

then, in any such case, (x) the Company by a Board Resolution may remove the
Trustee with respect to all Debt Securities or (y) subject to Section 814, any
Holder who has been a bona fide

                                       56
<PAGE>

Holder for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Debt Securities and the appointment of a
successor Trustee or Trustees.

               (e)  If the Trustee shall resign, be removed or become incapable
         of acting, or if a vacancy shall occur in the office of Trustee for any
         cause (other than as contemplated in clause (y) in subsection (d) of
         this Section), with respect to the Debt Securities of one or more
         series, the Company, by a Board Resolution, shall promptly appoint a
         successor Trustee or Trustees with respect to the Debt Securities of
         that or those series (it being understood that any such successor
         Trustee may be appointed with respect to the Debt Securities of one or
         more or all of such series and that at any time there shall be only one
         Trustee with respect to the Debt Securities of any particular series)
         and shall comply with the applicable requirements of Section 911. If,
         within one year after such resignation, removal or incapability, or the
         occurrence of such vacancy, a successor Trustee with respect to the
         Debt Securities of any series shall be appointed by Act of the Holders
         of a majority in principal amount of the Outstanding Debt Securities of
         such series delivered to the Company and the retiring Trustee, the
         successor Trustee so appointed shall, forthwith upon its acceptance of
         such appointment in accordance with the applicable requirements of
         Section 911, become the successor Trustee with respect to the Debt
         Securities of such series and to that extent supersede the successor
         Trustee appointed by the Company. If no successor Trustee with respect
         to the Debt Securities of any series shall have been so appointed by
         the Company or the Holders and accepted appointment in the manner
         required by Section 911, any Holder who has been a bona fide Holder of
         a Debt Security of such series for at least six months may, on behalf
         of itself and all others similarly situated, petition any court of
         competent jurisdiction for the appointment of a successor Trustee with
         respect to the Debt Securities of such series.

               (f)  So long as no event which is, or after notice or lapse of
         time, or both, would become, an Event of Default shall have occurred
         and be continuing, and except with respect to a Trustee appointed by
         Act of the Holders of a majority in principal amount of the Outstanding
         Debt Securities pursuant to subsection (e) of this Section, if the
         Company shall have delivered to the Trustee (i) a Board Resolution
         appointing a successor Trustee, effective as of a date specified
         therein, and (ii) an instrument of acceptance of such appointment,
         effective as of such date, by such successor Trustee in accordance with
         Section 911, the Trustee shall be deemed to have resigned as
         contemplated in subsection (b) of this Section, the successor Trustee
         shall be deemed to have been appointed by the Company pursuant to
         subsection (e) of this Section and such appointment shall be deemed to
         have been accepted as contemplated in Section 911, all as of such date,
         and all other provisions of this Section and Section 911 shall be
         applicable to such resignation, appointment and acceptance except to
         the extent inconsistent with this subsection (f).

               (g)  The Company or, should the Company fail so to act promptly,
         the successor Trustee, at the expense of the Company, shall give notice
         of each resignation and each removal of the Trustee with respect to the
         Debt Securities of any series and each

                                       57
<PAGE>

         appointment of a successor Trustee with respect to the Debt Securities
         of any series by mailing written notice of such event by first-class
         mail, postage prepaid, to all Holders of Debt Securities of such series
         as their names and addresses appear in the Debt Security Register. Each
         notice shall include the name of the successor Trustee with respect to
         the Debt Securities of such series and the address of its corporate
         trust office.

Section 911.     Acceptance of Appointment by Successor.

               (a)  In case of the appointment hereunder of a successor Trustee
         with respect to the Debt Securities of all series, 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 all sums owed to it, execute and deliver an
         instrument transferring to such successor Trustee all the rights,
         powers and trusts of the retiring Trustee and shall duly assign,
         transfer and deliver to such successor Trustee all property and money
         held by such retiring Trustee hereunder.

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

                                       58
<PAGE>

         successor Trustee all property and money held by such retiring Trustee
         hereunder with respect to the Debt 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 instruments which fully vest in and confirm to such
         successor Trustee all such rights, powers and trusts referred to in
         subsection (a) or (b) of this Section, as the case may be.

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

Section 912.     Merger, Conversion, Consolidation or Succession to Business.

               Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Debt 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 Debt Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Debt
Securities.

Section 913.     Preferential Collection of Claims Against Company.

               If the Trustee shall be or become a creditor of the Company or
any other obligor upon the Debt Securities (other than by reason of a
relationship described in Section 311(b) of the Trust Indenture Act), the
Trustee shall be subject to any and all applicable provisions of the Trust
Indenture Act regarding the collection of claims against the Company or such
other obligor. For purposes of Section 311(b) of the Trust Indenture Act:

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

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

                                       59
<PAGE>

         with the creation of the creditor relationship with the Company arising
         from the making, drawing, negotiating or incurring of the draft, bill
         of exchange, acceptance or obligation.

Section 914.     Co-trustees and Separate Trustees.

               At any time or times, for the purpose of meeting the legal
requirements of any applicable jurisdiction, the Company and the Trustee shall
have power to appoint, and, upon the written request of the Trustee or of the
Holders of at least thirty-three per centum (33%) in principal amount of the
Debt Securities then Outstanding, the Company shall for such purpose join with
the Trustee in the execution and delivery of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Trustee
either to act as co-trustee, jointly with the Trustee, or to act as separate
trustee, in either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons, in the capacity aforesaid,
any property, title, right or power deemed necessary or desirable, subject to
the other provisions of this Section. If the Company does not join in such
appointment within 15 days after the receipt by it of a request so to do, or if
an Event of Default shall have occurred and be continuing, the Trustee alone
shall have power to make such appointment.

               Should any written instrument or instruments from the Company be
required by any co-trustee or separate trustee so appointed to more fully
confirm to such co-trustee or separate trustee such property, title, right or
power, any and all such instruments shall, on request, be executed, acknowledged
and delivered by the Company.

               Every co-trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject to the following
conditions:

               (a)  the Debt Securities shall be authenticated and delivered,
         and all rights, powers, duties and obligations hereunder in respect of
         the custody of securities, cash and other personal property held by, or
         required to be deposited or pledged with, the Trustee hereunder, shall
         be exercised solely, by the Trustee;

               (b)  the rights, powers, duties and obligations hereby conferred
         or imposed upon the Trustee in respect of any property covered by such
         appointment shall be conferred or imposed upon and exercised or
         performed either by the Trustee or by the Trustee and such co-trustee
         or separate trustee jointly, as shall be provided in the instrument
         appointing such co-trustee or separate trustee, except to the extent
         that under any law of any jurisdiction in which any particular act is
         to be performed, the Trustee shall be incompetent or unqualified to
         perform such act, in which event such rights, powers, duties and
         obligations shall be exercised and performed by such co-trustee or
         separate trustee;

               (c)  the Trustee at any time, by an instrument in writing
         executed by it, with the concurrence of the Company, may accept the
         resignation of or remove any co-trustee or separate trustee appointed
         under this Section, and, if an Event of Default shall have occurred and
         be continuing, the Trustee shall have power to accept the resignation
         of, or remove, any such co-trustee or separate trustee without the
         concurrence of the Company.

                                       60
<PAGE>

         Upon the written request of the Trustee, the Company shall join with
         the Trustee in the execution and delivery of all instruments and
         agreements necessary or proper to effectuate such resignation or
         removal. A successor to any co-trustee or separate trustee so resigned
         or removed may be appointed in the manner provided in this Section;

               (d)  no co-trustee or separate trustee hereunder shall be
         personally liable by reason of any act or omission of the Trustee, or
         any other such trustee hereunder and the Trustee shall have no
         liability, personally or in its capacity as Trustee, for any act or
         omission of any co-trustee or separate trustee hereunder; and

               (e)  any Act of Holders delivered to the Trustee shall be deemed
         to have been delivered to each such co-trustee and separate trustee.

Section 915.     Appointment of Authenticating Agent.

               The Trustee may appoint an Authenticating Agent or Agents with
respect to the Debt Securities of one or more series, or any Tranche thereof,
which shall be authorized to act on behalf of the Trustee to authenticate Debt
Securities of such series or Tranche issued upon original issuance, exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, and Debt Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Debt Securities by the Trustee
or the Trustee's certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States, any state or territory
thereof or the District of Columbia or the Commonwealth of Puerto Rico,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

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

                                       61
<PAGE>

               An Authenticating Agent may resign at any time by giving 45 days
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

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

               The provisions of Sections 308, 904 and 905 shall be applicable
to each Authenticating Agent.

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

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

Dated:___________________________

                                                   By___________________________
                                                       As Trustee


                                                   By___________________________
                                                       As Authenticating Agent


                                                   By___________________________
                                                       Authorized Signatory

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

                                       62
<PAGE>

procedures as shall be acceptable to the Trustee, an Authenticating Agent having
an office in a Place of Payment designated by the Company with respect to such
series of Debt Securities.

                                   ARTICLE X

               Holders' Lists and Reports by Trustee and Company
               -------------------------------------------------

Section 1001.    Lists of Holders.

               Semiannually, not later than _______________ and _______________
in each year, commencing with the year 200_, and at such other times as the
Trustee may request in writing, the Company shall furnish or cause to be
furnished to the Trustee information as to the names and addresses of the
Holders, and the Trustee shall preserve such information and similar information
received by it in any other capacity and afford to the Holders access to
information so preserved by it, all to such extent, if any, and in such manner
as shall be required by the Trust Indenture Act; provided, however, that no such
list need be furnished so long as the Trustee shall be the Debt Security
Registrar. Every holder of Debt Securities by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of Debt Securities in accordance with Section 312 of the Trust Indenture Act, or
any successor section of such Act, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 312(b)
of the Trustee Indenture Act, or any successor section of such Act.

Section 1002.    Reports by Trustee and Company.

               Annually, not later than _______________ in each year, commencing
_______________, the Trustee shall transmit to the Holders, the Commission and
each securities exchange upon which any Debt Securities are listed, a report,
dated as of the next preceding _______________, with respect to any events and
other matters described in Section 313(a) of the Trust Indenture Act, in such
manner and to the extent required by the Trust Indenture Act. The Trustee shall
transmit to the Holders, the Commission and each securities exchange upon which
any Debt Securities are listed, and the Company shall file with the Trustee
(within thirty (30) days after filing with the Commission in the case of reports
which pursuant to the Trust Indenture Act must be filed with the Commission and
furnished to the Trustee) and transmit to the Holders, such other information,
reports and other documents, if any, at such times and in such manner, as shall
be required by the Trust Indenture Act.

               The Company shall notify the Trustee of the listing of any Debt
Securities on any securities exchange. Delivery of such reports, information and
documents by the Company to the Trustee is for informational purposes only, and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer's
Certificates).

                                       63
<PAGE>

                                  ARTICLE XI

              Consolidation, Merger, Conveyance or Other Transfer
              ---------------------------------------------------

Section 1101.    Company May Consolidate, Etc., Only on Certain Terms.

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

               (a)  the corporation formed by such consolidation or into which
         the Company is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Company
         substantially as an entirety shall be a Person organized and existing
         under the laws of the United States, any state thereof or the District
         of Columbia, and shall expressly assume, by an indenture supplemental
         hereto, executed and delivered to the Trustee, in form satisfactory to
         the Trustee, the due and punctual payment of the principal of, and
         premium, if any, and interest, if any, on all Outstanding Debt
         Securities and the performance of every covenant of this Indenture on
         the part of the Company to be performed or observed;

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

               (c)  the Company shall have delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, or other transfer or lease and such
         supplemental indenture comply with this Article and that all conditions
         precedent herein provided for relating to such transactions have been
         complied with.

Section 1102.    Successor Corporation Substituted.

               Upon any consolidation by the Company with or merger by the
Company into any other corporation or any conveyance, or other transfer or lease
of the properties and assets of the Company substantially as an entirety in
accordance with Section 1101, the successor corporation formed by such
consolidation or into which the Company is merged or the Person to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor Person had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the
Debt Securities Outstanding hereunder.

                                       64
<PAGE>

                                  ARTICLE XII

                            Supplemental Indentures
                            -----------------------

Section 1201.    Supplemental Indentures Without Consent of Holders.

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

               (a)  to evidence the succession of another Person to the Company
         and the assumption by any such successor of the covenants of the
         Company herein and in the Debt Securities, all as provided in Article
         XI; or

               (b)  to add one or more covenants of the Company or other
         provisions for the benefit of all Holders or for the benefit of the
         Holders of, or to remain in effect only so long as there shall be
         Outstanding Debt Securities of one or more specified series, or one or
         more specified Tranches thereof, or to surrender any right or power
         herein conferred upon the Company; or

               (c)  to add any additional Events of Default with respect to all
         or any series of Debt Securities Outstanding hereunder; or

               (d)  to change or eliminate any provision of this Indenture or to
         add any new provision to this Indenture; provided, however, that if
         such change, elimination or addition shall adversely affect the
         interests of the Holders of Debt Securities of any series or Tranche
         Outstanding on the date of such indenture supplemental hereto in any
         material respect, such change, elimination or addition shall become
         effective with respect to such series or Tranche only pursuant to the
         provisions of Section 1202 hereof or when no Debt Security of such
         series or Tranche remains Outstanding; or

               (e)  to provide collateral security for the Debt Securities; or

               (f)  to establish the form or terms of Debt Securities of any
         series or Tranche as contemplated by Sections 201 and 301; or

               (g)  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 and all other matters incidental thereto; or

               (h)  to evidence and provide for the acceptance of appointment
         hereunder by a separate or successor Trustee with respect to the Debt
         Securities of one or more series and to add to or change any of the
         provisions of this Indenture as shall be necessary to

                                       65
<PAGE>

         provide for or facilitate the administration of the trusts hereunder by
         more than one Trustee, pursuant to the requirements of Section 911(b);
         or

               (i)  to provide for the procedures required to permit the Company
         to utilize, at its option, a non-certificated system of registration
         for all, or any series or Tranche of, the Debt Securities; or 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 and all other
         matters incidental thereto; 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 Debt
         Securities, or any Tranche thereof, shall be payable, (2) all or any
         series of Debt Securities, or any Tranche thereof, may be surrendered
         for registration of transfer, (3) all or any series of Debt Securities,
         or any Tranche thereof, may be surrendered for exchange and (4) notices
         and demands to or upon the Company in respect of all or any series of
         Debt Securities, or any Tranche thereof, and this Indenture may be
         served; or

               (k)  to cure any ambiguity or to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein; provided that no such changes or additions shall
         adversely affect the interests of the Holders of Debt Securities of any
         series or Tranche in any material respect.

               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 Holders, enter into
an indenture supplemental 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 Holders, enter into an indenture
supplemental hereto to evidence such amendment hereof, provided such amendment
does not have a material adverse effect on any Holders.

                                       66
<PAGE>

Section 1202.    Supplemental Indentures With Consent of Holders.

               With the consent of the Holders of not less than a majority in
aggregate principal amount of the Debt Securities of all series then Outstanding
under this Indenture, considered as one class, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture; provided,
however, that if there shall be Debt Securities of more than one series
Outstanding hereunder and if a proposed supplemental indenture shall directly
affect the rights of the Holders of Debt Securities of one or more, but less
than all, of such series, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of all series so
directly affected, considered as one class, shall be required; and provided,
further, that if the Debt Securities of any series shall have been issued in
more than one Tranche and if the proposed supplemental indenture shall directly
affect the rights of the Holders of Debt Securities of one or more, but less
than all, of such Tranches, then the consent only of the Holders of a majority
in aggregate principal amount of the Outstanding Debt Securities of all Tranches
so directly affected, considered as one class, shall be required; and provided,
further, that no such supplemental indenture shall:

               (a)  change the Stated Maturity of the principal of, or any
         installment of principal of or interest on[ (except as provided in
         Section 312 hereof)]* any Debt Security, or reduce the principal amount
         thereof or the rate of interest thereon (or the amount of any
         installment of interest thereon) or change the method of calculating
         such rate or reduce any premium payable upon the redemption thereof, or
         reduce the amount of the principal of a Discount Debt Security that
         would be due and payable upon a declaration of acceleration of the
         Maturity thereof pursuant to Section 802, or change the coin or
         currency (or other property), in which any Debt Security or any premium
         or the interest thereon is payable, or impair the right to institute
         suit for the enforcement of any such payment on or after the Stated
         Maturity of any Debt Security (or, in the case of redemption, on or
         after the Redemption Date), without, in any such case, the consent of
         the Holder of such Debt Security, or

               (b)  reduce the percentage in principal amount of the Outstanding
         Debt Securities of any series or any Tranche thereof, the consent of
         the Holders of which is required for any such supplemental indenture,
         or the consent of the Holders of which is required for any waiver of
         compliance with any provision of this Indenture or of any default
         hereunder and its consequences, or reduce the requirements of Section
         1304 for quorum or voting, without, in any such case, the consent of
         the Holders of each Outstanding Debt Security of such series or
         Tranche, or

               (c)  modify any of the provisions of this Section, Section 607 or
         Section 813 with respect to the Debt Securities of any series, or any
         Tranche thereof (except to increase the percentages in principal amount
         referred to in this Section or such other Sections or to provide that
         other provisions of this Indenture cannot be modified or waived without
         the consent of the Holder of each Outstanding Debt Security affected

                                       67
<PAGE>

         thereby); provided, however, that this clause shall not be deemed to
         require the consent of any Holder with respect to changes in the
         references to "the Trustee" and concomitant changes in this Section, or
         the deletion of this proviso, in accordance with the requirements of
         Sections 911(b), 914 and 1201(h).

         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 Debt Securities, or of one or
more Tranches thereof, or that modifies the rights of the Holders of Debt
Securities of such series or Tranches with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Debt Securities of any other series or Tranche.

               Upon the request of the Company, accompanied by a copy of the
Board Resolution authorizing the execution of any such supplemental indenture,
compliance by the Company with Section 1203 hereof, and the filing with the
Trustee of evidence of the consent of the Holders of the Debt Securities
required hereunder with respect to the proposed supplemental indenture, the
Trustee shall join with the Company in the execution of such supplemental
indenture unless the 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.

               It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof. A
waiver by a Holder of such Holder's right to consent under this Section shall be
deemed to be a consent of such Holder.

Section 1203.    Execution of Supplemental Indentures.

               In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be provided, and
(subject to Section 901) shall be fully protected in relying upon an Officer's
Certificate and Opinion of Counsel, each stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.

Section 1204.    Effect of Supplemental Indentures.

               Upon the execution of any supplemental indenture under this
Article this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Debt Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby. Any supplemental indenture permitted
by this Article may restate this Indenture in its entirety, and, upon the
execution and delivery thereof, any such restatement shall supersede this
Indenture as theretofore in effect for all purposes.

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<PAGE>

Section 1205.    Conformity With Trust Indenture Act.

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

Section 1206.    Reference in Debt Securities to Supplemental Indentures.

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

Section 1207.    Modification Without Supplemental Indenture.

               If the terms of any particular series of Debt Securities shall
have been established in a Board Resolution or an Officer's Certificate pursuant
to a Board Resolution as contemplated by Section 301, and not in an indenture
supplemental hereto, additions to, changes in or the elimination of any of such
terms may be effected by means of a supplemental Board Resolution or Officer's
Certificate, as the case may be, delivered to, and accepted by, the Trustee;
provided, however, that such supplemental Board Resolution or Officer's
Certificate shall not be accepted by the Trustee or otherwise be effective
unless all conditions set forth in this Indenture which would be required to be
satisfied if such additions, changes or elimination were contained in a
supplemental indenture shall have been appropriately satisfied. Upon the
acceptance thereof by the Trustee, any such supplemental Board Resolution or
Officer's Certificate shall be deemed to be a "supplemental indenture" for
purposes of Section 1204 and 1206.

                                 ARTICLE XIII

                  Meetings of Holders; Action Without Meeting
                  -------------------------------------------

Section 1301.    Purposes for Which Meetings May be Called.

               A meeting of Holders of Debt Securities of one or more, or all,
series, or any Tranche or Tranches thereof, may be called at any time and from
time to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Debt Securities of such
series or Tranches.

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<PAGE>

Section 1302. Call, Notice and Place of Meetings.

          (a)  The Trustee may at any time call a meeting of Holders of Debt
     Securities of one or more, or all, series, or any Tranche or Tranches
     thereof, for any purpose specified in Section 1301, to be held at such time
     and at such place in the Borough of Manhattan, The City of New York, as the
     Trustee shall determine, or, with the approval of the Company, at any other
     place. Notice of every such meeting, setting forth the time and the place
     of such meeting and in general terms the action proposed to be taken at
     such meeting, shall be given, in the manner provided in Section 106, not
     less than 21 nor more than 180 days prior to the date fixed for the
     meeting.

          (b)  If the Trustee shall have been requested to call a meeting of the
     Holders of Debt Securities of one or more, or all, series, or any Tranche
     or Tranches thereof, by the Company or by the Holders of 33% in aggregate
     principal amount of all of such series and Tranches, considered as one
     class, for any purpose specified in Section 1301, by written request
     setting forth in reasonable detail the action proposed to be taken at the
     meeting, and the Trustee shall not have given the notice of such meeting
     within 21 days after receipt of such request or shall not thereafter
     proceed to cause the meeting to be held as provided herein, then the
     Company or the Holders of Debt Securities of such series and Tranches in
     the amount above specified, as the case may be, may determine the time and
     the place in the Borough of Manhattan, The City of New York, or in such
     other place as shall be determined or approved by the Company, for such
     meeting and may call such meeting for such purposes by giving notice
     thereof as provided in subsection (a) of this Section.

          (c)  Any meeting of Holders of Debt Securities of one or more, or all,
     series, or any Tranche or Tranches thereof, shall be valid without notice
     if the Holders of all Outstanding Debt Securities of such series or
     Tranches are present in person or by proxy and if representatives of the
     Company and the Trustee are present, or if notice is waived in writing
     before or after the meeting by the Holders of all Outstanding Debt
     Securities of such series, or by such of them as are not present at the
     meeting in person or by proxy, and by the Company and the Trustee.

Section 1303.  Persons Entitled to Vote at Meetings.

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

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<PAGE>

Section 1304.  Quorum; Action.

          The Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Debt Securities of the series and Tranches with respect to
which a meeting shall have been called as hereinbefore provided, considered as
one class, shall constitute a quorum for a meeting of Holders of Debt Securities
of such series and Tranches; provided, however, that if any action is to be
taken at such meeting which this Indenture expressly provides may be taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Debt Securities of such series and Tranches,
considered as one class, the Persons entitled to vote such specified percentage
in principal amount of the Outstanding Debt Securities of such series and
Tranches, considered as one class, shall constitute a quorum.  In the absence of
a quorum within one hour of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Debt Securities of such series
and Tranches, be dissolved.  In any other case the meeting may be adjourned for
such period as may be determined by the chairman of the meeting prior to the
adjournment of such meeting.  In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for such period as may
be determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting.  Except as provided by Section 1305(e), notice of the
reconvening of any meeting adjourned for more than 30 days shall be given as
provided in Section 1302(a) not less than ten days prior to the date on which
the meeting is scheduled to be reconvened.  Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Debt Securities of such series and
Tranches which shall constitute a quorum.

          Except as limited by Section 1202, any resolution presented to a
meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of the
series and Tranches with respect to which such meeting shall have been called,
considered as one class; provided, however, that, except as so limited, any
resolution with respect to any action which this Indenture expressly provides
may be taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Debt Securities of such series
and Tranches, considered as one class, may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid
by the affirmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Debt Securities of such series and Tranches,
considered as one class.

          Any resolution passed or decision taken at any meeting of Holders of
Debt Securities duly held in accordance with this Section shall be binding on
all the Holders of Debt Securities of the series and Tranches with respect to
which such meeting shall have been held, whether or not present or represented
at the meeting.

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<PAGE>

Section 1305.  Attendance at Meetings; Determination of Voting Rights;
               Conduct and Adjournment of Meetings.

          (a)  Attendance at meetings of Holders of Debt Securities may be in
     person or by proxy; and, to the extent permitted by law, any such proxy
     shall remain in effect and be binding upon any future Holder of the Debt
     Securities with respect to which it was given unless and until specifically
     revoked by the Holder or future Holder of such Debt Securities before being
     voted.

          (b)  Notwithstanding any other provisions of this Indenture, the
     Trustee may make such reasonable regulations as it may deem advisable for
     any meeting of Holders of Debt Securities in regard to proof of the holding
     of such Debt Securities and of the appointment of proxies and in regard to
     the appointment and duties of inspectors of votes, the submission and
     examination of proxies, certificates and other evidence of the right to
     vote, and such other matters concerning the conduct of the meeting as it
     shall deem appropriate. Except as otherwise permitted or required by any
     such regulations, the holding of Debt Securities shall be proved in the
     manner specified in Section 104 and the appointment of any proxy shall be
     proved in the manner specified in Section 104. Such regulations may provide
     that written instruments appointing proxies, regular on their face, may be
     presumed valid and genuine without the proof specified in Section 104 or
     other proof.

          (c)  The Trustee shall, by an instrument in writing, appoint a
     temporary chairman of the meeting, unless the meeting shall have been
     called by the Company or by Holders as provided in Section 1302(b), in
     which case the Company or the Holders of Debt Securities of the series and
     Tranches calling the meeting, as the case may be, shall in like manner
     appoint a temporary chairman. A permanent chairman and a permanent
     secretary of the meeting shall be elected by vote of the Persons entitled
     to vote a majority in aggregate principal amount of the Outstanding Debt
     Securities of all series and Tranches represented at the meeting,
     considered as one class.

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

          (e)  Any meeting duly called pursuant to Section 1302 at which a
     quorum is present may be adjourned from time to time by Persons entitled to
     vote a majority in aggregate principal amount of the Outstanding Debt
     Securities of all series and Tranches represented at the meeting,
     considered as one class; and the meeting may be held as so adjourned
     without further notice.

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<PAGE>

Section 1306.    Counting Votes and Recording Action of Meetings.

               The vote upon any resolution submitted to any meeting of Holders
shall be by written ballots on which shall be subscribed the signatures of the
Holders or of their representatives by proxy and the principal amounts and
serial numbers of the Outstanding Debt Securities, of the series and Tranches
with respect to which the meeting shall have been called, held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports of all votes cast at the meeting. A record of the
proceedings of each meeting of Holders shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was given as provided in Section 1302
and, if applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

Section 1307.    Action Without Meeting.

               In lieu of a vote of Holders at a meeting as hereinbefore
contemplated in this Article, any request, demand, authorization, direction,
notice, consent, waiver or other action may be made, given or taken by Holders
by written instruments as provided in Section 104.

                                  ARTICLE XIV

        Immunity of Incorporators, Stockholders, Officers and Directors
        ---------------------------------------------------------------

Section 1401.    Liability Solely Corporate.


               No recourse shall be had for the payment of the principal of or
premium, if any, or interest, if any, on any Debt Securities, or any part
thereof, or for any claim based thereon or otherwise in respect thereof, or of
the indebtedness represented thereby, or upon any obligation, covenant or
agreement under this Indenture, against any incorporator, stockholder, officer
or director, as such, past, present or future of the Company or of any
predecessor or successor corporation (either directly or through the Company or
a predecessor or successor corporation), whether by virtue of any constitutional
provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that this
Indenture and all the Debt Securities are solely corporate obligations, and that
no personal liability whatsoever shall attach to, or be incurred by, any
incorporator, stockholder, officer or director, past, present or future, of the
Company or of any predecessor or successor corporation, either directly or
indirectly through the Company or any predecessor or successor corporation,
because of the indebtedness hereby authorized or under or by reason of any of
the obligations, covenants or agreements contained in this Indenture or in any
of the Debt Securities or to be

                                       73
<PAGE>

implied herefrom or therefrom, and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of this Indenture and the issuance of the Debt
Securities.

                                  [ARTICLE XV

                          Subordination of Securities
                          ---------------------------

Section 1501.    Securities Subordinate to Senior Indebtedness.

               The Company, for itself, its successors and assigns, covenants
and agrees, and each Holder of the Debt Securities of each series, by its
acceptance thereof, likewise covenants and agrees, that the payment of the
principal of and premium, if any, and interest, if any, on each and all of the
Debt Securities is hereby expressly subordinated, to the extent and in the
manner set forth in this Article, in right of payment to the prior payment in
full of all Senior Indebtedness.

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

               Without limiting the generality of the foregoing, nothing
contained in this Article shall restrict the right of the Trustee or the Holders
of Securities to take any action to declare the Debt Securities to be due and
payable prior to their stated maturity pursuant to Section 802 or to pursue any
rights or remedies hereunder; provided, however, that all Senior Indebtedness
then due and payable shall first be paid in full before the Holders of the Debt
Securities or the Trustee are entitled to receive any direct or indirect payment
from the Company of principal of, or premium, if any, or interest on the Debt
Securities.

Section 1502.    Payment Over of Proceeds of Securities.

               In the event (a) of any insolvency or bankruptcy proceedings or
any receivership, liquidation, reorganization or other similar proceedings in
respect of the Company or a substantial part of its property, or of any
proceedings for liquidation, dissolution or other winding up of the Company,
whether or not involving insolvency or bankruptcy, whether voluntary or
involuntary or (b) subject to the provisions of Section 1503, that (i) a default
shall have occurred with respect to the payment of principal of or interest on
or other monetary amounts due and payable on any Senior Indebtedness, or (ii)
there shall have occurred a default (other than a default in the payment of
principal or interest or other monetary amounts due and payable) in respect of
any Senior Indebtedness, as defined therein or in the instrument under which the
same is outstanding, permitting the holder or holders thereof to accelerate the
maturity thereof (with notice or lapse of time, or both), and such default shall
have continued beyond the period of grace, if any, in respect thereof, and, in
the cases of subclauses (i) and (ii) of this clause (b), such default shall not
have been cured or waived or shall not have ceased to exist, or (c) that the

                                       74
<PAGE>

principal of and accrued interest on the Debt Securities of any series shall
have been declared due and payable pursuant to Section 801 and such declaration
shall not have been rescinded and annulled as provided in Section 802, then:

               (1)  the holders of all Senior Indebtedness shall first be
         entitled to receive payment of the full amount due thereon, or
         provision shall be made for such payment in money or money's worth,
         before the Holders of any of the Debt Securities are entitled to
         receive a payment on account of the principal of or interest on the
         indebtedness evidenced by the Debt Securities, including, without
         limitation, any payments made pursuant to Articles IV and V;

               (2)  any payment by, or distribution of assets of, the Company of
         any kind or character, whether in cash, property or securities, to
         which any Holder or the Trustee would be entitled except for the
         provisions of this Article, shall be paid or delivered by the person
         making such payment or distribution, whether a trustee in bankruptcy, a
         receiver or liquidating trustee or otherwise, directly to the holders
         of such Senior Indebtedness or their representative or representatives
         or to the trustee or trustees under any indenture under which any
         instruments evidencing any of such Senior Indebtedness may have been
         issued, ratably according to the aggregate amounts remaining unpaid on
         account of such Senior Indebtedness held or represented by each, to the
         extent necessary to make payment in full of all Senior Indebtedness
         remaining unpaid after giving effect to any concurrent payment or
         distribution (or provision therefor) to the holders of such Senior
         Indebtedness, before any payment or distribution is made to the Holder
         of the indebtedness evidenced by the Debt Securities or to the Trustee
         under this Indenture; and

               (3)  in the event that, notwithstanding the foregoing, any
         payment by, or distribution of assets of, the Company of any kind or
         character, whether in cash, property or securities, in respect of
         principal of or interest on the Debt Securities or in connection with
         any repurchase by the Company of the Debt Securities, shall be received
         by the Trustee or any Holder before all Senior Indebtedness is paid in
         full, or provision is made for such payment in money or money's worth,
         such payment or distribution in respect of principal of or interest on
         the Debt Securities or in connection with any repurchase by the Company
         of the Debt Securities shall be paid over to the holders of such Senior
         Indebtedness or their representative or representatives or to the
         trustee or trustees under any indenture under which any instruments
         evidencing any such Senior Indebtedness may have been issued, ratably
         as aforesaid, for application to the payment of all Senior Indebtedness
         remaining unpaid until all such Senior Indebtedness shall have been
         paid in full, after giving effect to any concurrent payment or
         distribution (or provision therefor) to the holders of such Senior
         Indebtedness.

         Notwithstanding the foregoing, at any time after the 123rd day
following the date of deposit of cash or Eligible Obligations pursuant to
Section 701 (provided all conditions set out

                                       75
<PAGE>

in such Section shall have been satisfied), the funds so deposited and any
interest thereon will not be subject to any rights of holders of Senior
Indebtedness including, without limitation, those arising under this Article;
provided that no event described in clauses (d) and (e) of Section 801 with
respect to the Company has occurred during such 123-day period.

               For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan or reorganization or readjustment which are subordinate
in right of payment to all Senior Indebtedness which may at the time be
outstanding to the same extent as, or to a greater extent than, the Debt
Securities are so subordinated as provided in this Article. The consolidation of
the Company with, or the merger of the Company into, another corporation or the
liquidation or dissolution of the Company following the conveyance or transfer
of its property as an entirety, or substantially as an entirety, to another
corporation upon the terms and conditions provided for in Article XI hereof
shall not be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section 1502 if such other corporation shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions
stated in Article XI hereof. Nothing in Section 1501 or in this Section 1502
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 907.

Section 1503.    Disputes with Holders of Certain Senior Indebtedness.

               Any failure by the Company to make any payment on or perform any
other obligation in respect of Senior Indebtedness, other than any indebtedness
incurred by the Company or assumed or guaranteed, directly or indirectly, by the
Company for money borrowed (or any deferral, renewal, extension or refunding
thereof) or any other obligation as to which the provisions of this Section
shall have been waived by the Company in the instrument or instruments by which
the Company incurred, assumed, guaranteed or otherwise created such indebtedness
or obligation, shall not be deemed a default under clause (b) of Section 1502 if
(i) the Company shall be disputing its obligation to make such payment or
perform such obligation and (ii) either (A) no final judgment relating to such
dispute shall have been issued against the Company which is in full force and
effect and is not subject to further review, including a judgment that has
become final by reason of the expiration of the time within which a party may
seek further appeal or review, or (B) in the event that a judgment that is
subject to further review or appeal has been issued, the Company shall in good
faith be prosecuting an appeal or other proceeding for review and a stay or
execution shall have been obtained pending such appeal or review.

Section 1504.    Subrogation.

               Senior Indebtedness shall not be deemed to have been paid in full
unless the holders thereof shall have received cash (or securities or other
property satisfactory to such holders) in full payment of such Senior
Indebtedness then outstanding. Upon the payment in full of all Senior
Indebtedness, the Holders of the Debt Securities shall be subrogated to the
rights of the holders of Senior Indebtedness to receive any further payments or
distributions of cash,

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property or securities of the Company applicable to the holders of the Senior
Indebtedness until all amounts owing on the Debt Securities shall be paid in
full; and such payments or distributions of cash, property or securities
received by the Holders of the Debt Securities, by reason of such subrogation,
which otherwise would be paid or distributed to the holders of such Senior
Indebtedness shall, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders, be deemed to be a payment by the
Company to or on account of Senior Indebtedness, it being understood that the
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of
the Senior Indebtedness, on the other hand.

               If any payment or distribution to which the Holders of the Debt
Securities would otherwise have been entitled but for the provisions of this
Article shall have been applied, pursuant to the provisions of this Article, to
the payment of all amounts payable under Senior Indebtedness, then and in such
case, the Holders of the Debt Securities shall be entitled to receive from the
holders of such Senior Indebtedness any payments or distributions received by
such holders of Senior Indebtedness in excess of the amount required to make
payment in full, or provision for payment, of such Senior Indebtedness.

Section 1505.    Obligation of the Company Unconditional.

               Nothing contained in this Article or elsewhere in this Indenture
or in the Debt Securities is intended to or shall impair, as among the Company,
its creditors other than the holders of Senior Indebtedness and the Holders, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders the principal of and interest on the Debt Securities as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative rights of the Holders and creditors of the
Company other than the holders of Senior Indebtedness, nor shall anything herein
or therein prevent the Trustee or any Holder from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article of the holders of Senior Indebtedness
in respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

               Upon any payment or distribution of assets or securities of the
Company referred to in this Article, the Trustee and the Holders shall be
entitled to rely upon any order or decree of a court of competent jurisdiction
in which such bankruptcy, dissolution, winding up, liquidation or reorganization
proceedings are pending or upon a certificate of the receiver, trustee in
bankruptcy, liquidating trustee agent or other person making such payment or
distribution delivered to the Trustee or to the Holders for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon, and all other facts pertinent thereto or to this Article.

Section 1506.    Priority of Senior Indebtedness Upon Maturity.

               Upon the maturity of the principal of any Senior Indebtedness by
lapse of time, acceleration or otherwise, all matured principal of Senior
Indebtedness and interest and premium,

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if any, thereon shall first be paid in full before any payment of principal or
premium or interest, if any, is made upon the Debt Securities or before any
Securities can be acquired by the Company or any sinking fund payment is made
with respect to the Debt Securities (except that required sinking fund payments
may be reduced by Securities acquired before such maturity of such Senior
Indebtedness).

Section 1507.    Trustee as Holder of Senior Indebtedness.

               The Trustee shall be entitled to all rights set forth in this
Article with respect to any Senior Indebtedness at any time held by it, to the
same extent as any other holder of Senior Indebtedness. Nothing in this Article
shall deprive the Trustee of any of its rights as such holder.

Section 1508.    Notice to Trustee to Effectuate Subordination.

               The Company shall give prompt written notice to the Trustee of
any fact known to the Company that would prohibit the making of any payment to
or by the Trustee in respect of the Debt Securities pursuant to the provisions
of this Article. Notwithstanding the provisions of this Article or any other
provision of the Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment of
moneys to or by the Trustee unless and until the Trustee shall have received
written notice thereof from the Company, from a Holder or from a holder of any
Senior Indebtedness or from any representative or representatives of such holder
and, prior to the receipt of any such written notice, the Trustee shall be
entitled, subject to Section 901, in all respects to assume that no such facts
exist; provided, however, that, if prior to the fifth Business Day preceding the
date upon which by the terms hereof any such moneys may become payable for any
purpose, or in the event of the execution of an instrument pursuant to Section
702 acknowledging satisfaction and discharge of this Indenture, then if prior to
the second Business Day preceding the date of such execution, the Trustee shall
not have received with respect to such moneys the notice provided for in this
Section, then, anything herein contained to the contrary notwithstanding, the
Trustee may, in its discretion, receive such moneys and/or apply the same to the
purpose for which they were received, and shall not be affected by any notice to
the contrary, which may be received by it on or after such date; provided,
however, that no such application shall affect the obligations under this
Article of the persons receiving such moneys from the Trustee.

Section 1509.    Modification, Extension, etc. of Senior Indebtedness.

               The holders of Senior Indebtedness may, without affecting in any
manner the subordination of the payment of the principal of and premium, if any,
and interest, if any, on the Debt Securities, at any time or from time to time
and in their absolute discretion, agree with the Company to change the manner,
place or terms of payment, change or extend the time of payment of, or renew or
alter, any Senior Indebtedness, or amend or supplement any instrument pursuant
to which any Senior Indebtedness is issued, or exercise or refrain from
exercising any other of their rights under the Senior Indebtedness including,
without limitation, the waiver of default thereunder, all without notice to or
assent from the Holders or the Trustee.

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<PAGE>

Section 1510.    Trustee Has No Fiduciary Duty to Holders of Senior
Indebtedness.

               With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and objectives as
are specifically set forth in this Article, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders if it shall mistakenly pay over or deliver to the
Holders or the Company or any other Person, cash, property or securities to
which any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise.

Section 1511.    Paying Agents Other than the Trustee.

               In case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context shall
otherwise require) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that Sections 1507, 1508 and 1510 shall not apply to the Company if it
acts as Paying Agent.

Section 1512.    Rights of Holders of Senior Indebtedness Not Impaired.

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

Section 1513.    This Article Not to Prevent Events of Default.

               The failure to make a payment on account of principal of, or
premium, if any, or interest on the Debt Securities by reason of any provision
of this Article shall not be construed as preventing the occurrence of an Event
of Default specified in paragraph (a) or (b) of Section 801.

Section 1514.    Effect of Subordination Provisions; Termination.

               Notwithstanding anything contained herein to the contrary, other
than as provided in the immediately succeeding sentence, all the provisions of
this Indenture shall be subject to the provisions of this Article, so far as the
same may be applicable thereto.

               Notwithstanding anything contained herein to the contrary, the
provisions of this Article XV shall be of no further effect, and the Debt
Securities shall no longer be subordinated in right of payment to the prior
payment of Senior Indebtedness, if the Company shall have delivered to the
Trustee a notice to such effect. Any such notice delivered by the Company shall
not be deemed to be a supplemental indenture for purposes of Article XII.]*

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                           ________________________

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

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               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.

                                        CAROLINA POWER & LIGHT COMPANY


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

[SEAL]

ATTEST:

______________________________________
By:___________________________________
Name:_________________________________
Title:________________________________


                      (Trustee's Signature Page Follows)

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<PAGE>

                                     __________________________________, Trustee


                                     By:________________________________________
                                               Authorized Representative

[SEAL]

ATTEST:

---------------------------------
    Authorized Representative

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