<PAGE>


                         FORM OF SUBORDINATED INDENTURE
                         (RENAISSANCERE HOLDINGS LTD.)

                       RENAISSANCERE HOLDINGS LTD., ISSUER

                                       TO

                         BANKERS TRUST COMPANY, TRUSTEE

                                    INDENTURE

                         DATED AS OF _____________, 2001

                          SUBORDINATED DEBT SECURITIES



<PAGE>


                         RECONCILIATION AND TIE BETWEEN
             TRUST INDENTURE ACT OF 1939 (THE "TRUST INDENTURE ACT")
                                 AND INDENTURE


Trust Indenture
  Act Section                                              Indenture Section
-------------                                              -----------------
ss.ss.310(a)(1)...................................................6.7
 (a)(2) 6.7 (b)...................................................6.8
ss.ss..  312(a) ..................................................7.1
 (b) .............................................................7.2
 (c) .............................................................7.2
ss.ss..  313(a) ..................................................7.3
 (b)(2) ..........................................................7.3
 (c) .............................................................7.3
 (d) .............................................................7.3
ss.ss..  314(a) ..................................................7.4
 (c)(1) ..........................................................1.2
 (c)(2) ..........................................................1.2
 (e) .............................................................1.2
 (f) .  ..........................................................1.2
ss.ss..  316(a) (last sentence)...................................1.1
 (a)(1)(A) .................................................5.2, 5.12
 (a)(1)(B).......................................................5.13
 (b) .............................................................5.8
ss.ss..  317(a)(1)................................................5.3
 (a)(2) ..........................................................5.4
 (b) ............................................................10.3
ss.ss..  318(a)...................................................1.8

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



                                       i
<PAGE>



                                TABLE OF CONTENTS




                                    Article 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
<TABLE>
<CAPTION>
<S>               <C>
Section 1.1       Definitions.....................................................................................1
Section 1.2       Compliance Certificates and Opinions...........................................................11
Section 1.3       Form of Documents Delivered to Trustee.........................................................11
Section 1.4       Acts of Holders................................................................................12
Section 1.5       Notices, etc...................................................................................14
Section 1.6       Notice to Holders of Securities; Waiver........................................................14
Section 1.7       Language of Notices............................................................................15
Section 1.8       Conflict with Trust Indenture Act..............................................................15
Section 1.9       Effect of Headings and Table of Contents.......................................................15
Section 1.10      Successors and Assigns.........................................................................16
Section 1.11      Separability Clause............................................................................16
Section 1.12      Benefits of Indenture..........................................................................16
Section 1.13      Governing Law..................................................................................16
Section 1.14      Legal Holidays.................................................................................16
Section 1.15      Counterparts...................................................................................16
Section 1.16      Judgment Currency..............................................................................17
Section 1.17      No Security Interest Created...................................................................17
Section 1.18      Limitation on Individual Liability.............................................................17
Section 1.19      Submission to Jurisdiction.....................................................................18

                                    Article 2
                                SECURITIES FORMS

Section 2.1       Forms Generally................................................................................18
Section 2.2       Form of Trustee's Certificate of Authentication................................................19
Section 2.3       Securities in Global Form......................................................................19

                                    Article 3
                                 THE SECURITIES

Section 3.1       Amount Unlimited; Issuable in Series...........................................................20
Section 3.2       Currency; Denominations........................................................................24
Section 3.3       Execution, Authentication, Delivery and Dating.................................................24
Section 3.4       Temporary Securities...........................................................................26
Section 3.5       Registration, Transfer and Exchange............................................................27
Section 3.6       Mutilated, Destroyed, Lost and Stolen Securities...............................................30
Section 3.7       Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain
                  Additional Amounts Preserved...................................................................31
Section 3.8       Persons Deemed Owners..........................................................................33
Section 3.9       Cancellation...................................................................................34
Section 3.10      Computation of Interest........................................................................34
Section 3.11      CUSIP Numbers..................................................................................34


                                       ii
<PAGE>

                                    Article 4
                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 4.1       Satisfaction and Discharge.....................................................................34
Section 4.2       Defeasance and Covenant Defeasance.............................................................36
Section 4.3       Application of Trust Money.....................................................................40

                                    Article 5
                                    REMEDIES

Section 5.1       Events of Default..............................................................................41
Section 5.2       Acceleration of Maturity; Rescission and Annulment.............................................43
Section 5.3       Collection of Indebtedness and Suits for Enforcement by Trustee................................44
Section 5.4       Trustee May File Proofs of Claim...............................................................45
Section 5.5       Trustee May Enforce Claims without Possession of Securities or Coupons.........................45
Section 5.6       Application of Money Collected.................................................................46
Section 5.7       Limitations on Suits...........................................................................46
Section 5.8       Unconditional Right of Holders to Receive Principal and any  Premium, Interest and
                  Additional Amounts.............................................................................47
Section 5.9       Restoration of Rights and Remedies.............................................................47
Section 5.10      Rights and Remedies Cumulative.................................................................47
Section 5.11      Delay or Omission Not Waiver...................................................................47
Section 5.12      Control by Holders of Securities...............................................................48
Section 5.13      Waiver of Past Defaults........................................................................48
Section 5.14      Waiver of Usury, Stay or Extension Laws........................................................48
Section 5.15      Undertaking for Costs..........................................................................49

                                    Article 6
                                   THE TRUSTEE

Section 6.1       Certain Rights of Trustee......................................................................49
Section 6.2       Notice of Defaults.............................................................................51
Section 6.3       Not Responsible for Recitals or Issuance of Securities.........................................51
Section 6.4       May Hold Securities............................................................................52
Section 6.5       Money Held in Trust............................................................................52
Section 6.6       Compensation and Reimbursement.................................................................52
Section 6.7       Corporate Trustee Required; Eligibility........................................................53
Section 6.8       Resignation and Removal; Appointment of Successor..............................................53
Section 6.9       Acceptance of Appointment by Successor.........................................................55
Section 6.10      Merger, Conversion, Consolidation or Succession to Business....................................56
Section 6.11      Appointment of Authenticating Agent............................................................56

                                    Article 7
                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1       Company to Furnish Trustee Names and Addresses of Holders......................................58
Section 7.2       Preservation of Information; Communications to Holders.........................................59
Section 7.3       Reports by Trustee.............................................................................59
Section 7.4       Reports by Company.............................................................................59


                                      iii
<PAGE>

                                    Article 8
                 CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES

Section 8.1       Company May Consolidate, Etc., Only on Certain Terms...........................................60
Section 8.2       Successor Person Substituted for Company.......................................................61

                                    Article 9
                             SUPPLEMENTAL INDENTURES

Section 9.1       Supplemental Indentures without Consent of Holders.............................................61
Section 9.2       Supplemental Indentures with Consent of Holders................................................62
Section 9.3       Execution of Supplemental Indentures...........................................................64
Section 9.4       Effect of Supplemental Indentures..............................................................64
Section 9.5       Reference in Securities to Supplemental Indentures.............................................64
Section 9.6       Conformity with Trust Indenture Act............................................................64
Section 9.7       Effect on Senior Indebtedness..................................................................64
Section 9.8       Notice of Supplemental Indenture...............................................................65

                                   Article 10
                                    COVENANTS

Section 10.1      Payment of Principal, any Premium, Interest and Additional Amounts.............................65
Section 10.2      Maintenance of Office or Agency................................................................65
Section 10.3      Money for Securities Payments to Be Held in Trust..............................................66
Section 10.4      Additional Amounts.............................................................................68
Section 10.5      Corporate Existence............................................................................70
Section 10.6      Waiver of Certain Covenants....................................................................70
Section 10.7      Company Statement as to Compliance; Notice of Certain Defaults.................................70
Section 10.8      Calculation of Original Issue Discount.........................................................71

                                   Article 11
                            REDEMPTION OF SECURITIES

Section 11.1      Applicability of Article.......................................................................71
Section 11.2      Election to Redeem; Notice to Trustee..........................................................71
Section 11.3      Selection by Trustee of Securities to be Redeemed..............................................71
Section 11.4      Notice of Redemption...........................................................................72
Section 11.5      Deposit of Redemption Price....................................................................73
Section 11.6      Securities Payable on Redemption Date..........................................................74
Section 11.7      Securities Redeemed in Part....................................................................75

                                   Article 12
                                  SINKING FUNDS

Section 12.1      Applicability of Article.......................................................................75
Section 12.2      Satisfaction of Sinking Fund Payments with Securities..........................................75
Section 12.3      Redemption of Securities for Sinking Fund......................................................76

                                   Article 13
                       REPAYMENT AT THE OPTION OF HOLDERS

Section 13.1      Applicability of Article.......................................................................76


                                       iv
<PAGE>

                                   Article 14
                        SECURITIES IN FOREIGN CURRENCIES

Section 14.1      Applicability of Article.......................................................................77

                                   Article 15
                        MEETINGS OF HOLDERS OF SECURITIES

Section 15.1      Purposes for Which Meetings May Be Called......................................................77
Section 15.2      Call, Notice and Place of Meetings.............................................................77
Section 15.3      Persons Entitled to Vote at Meetings...........................................................78
Section 15.4      Quorum; Action.................................................................................78
Section 15.5      Determination of Voting Rights; Conduct and Adjournment of Meetings............................79
Section 15.6      Counting Votes and Recording Action of Meetings................................................80

                                   Article 16
                           SUBORDINATION OF SECURITIES

Section 16.1      Agreement to Subordinate.......................................................................80
Section 16.2      Default on Senior Indebtedness.................................................................81
Section 16.3      Liquidation; Dissolution; Bankruptcy...........................................................81
Section 16.4      Subrogation....................................................................................82
Section 16.5      Trustee to Effectuate Subordination............................................................83
Section 16.6      Notice by the Company..........................................................................83
Section 16.7      Rights of the Trustee; Holders of Senior Indebtedness..........................................84
Section 16.8      Subordination May Not Be Impaired..............................................................85
Section 16.9      Application by Trustee of Assets Deposited with It.............................................85
</TABLE>





                                       v
<PAGE>


                  INDENTURE, dated as of ______________, 2000 (the "Indenture"),
between RENAISSANCERE HOLDINGS LTD., a company duly organized and existing under
the laws of Bermuda (hereinafter called the "Company"), having its principal
executive office located at Renaissance House, 8-12 East Broadway, Pembroke HM
19, Bermuda, and BANKERS TRUST COMPANY, a New York banking corporation
(hereinafter called the "Trustee"), having its Corporate Trust Office located at
Four Albany Street, New York, New York 10006.

                                    RECITALS

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its subordinated
unsecured debentures, notes or other evidences of indebtedness (hereinafter
called the "Securities"), unlimited as to principal amount, to bear such rates
of interest, to mature at such time or times, to be issued in one or more series
and to have such other provisions as shall be fixed as hereinafter provided.

                  The Company has duly authorized the execution and delivery of
this Indenture. All things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

                  This Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder that are required to
be part of this Indenture and, to the extent applicable, shall be governed by
such provisions.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   Article 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1       Definitions.

                  Except as otherwise expressly provided in or pursuant to this
Indenture or unless the context otherwise requires, for all purposes of this
Indenture:

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

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

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


<PAGE>

                  (4) the words "herein," "hereof," "hereto" 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; and

                  (5) the word "or" is always used inclusively (for example, the
         phrase "A or B" means "A or B or both," not "either A or B but not
         both").

                  Certain terms used principally in certain Articles hereof are
defined in those Articles.

                  "Act," when used with respect to any Holders, has the meaning
specified in Section 1.4.

                  "Additional Amounts" means any additional amounts which are
required hereby or by any Security, under circumstances specified herein or
therein, to be paid by the Company in respect of certain taxes, assessments or
other governmental charges imposed on Holders specified therein and which are
owing to such Holders.

                  "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 the meanings correlative to
the foregoing.

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.11 to act on behalf of the Trustee to authenticate
Securities of one or more series.

                  "Authorized Newspaper" means a newspaper, in an official
language of the place of publication or in the English language, customarily
published on each day that is a Business Day in the place of publication,
whether or not published on days that are Legal Holidays in the place of
publication, and of general circulation in each place in connection with which
the term is used or in the financial community of each such place. Where
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different newspapers in
the same city meeting the foregoing requirements and in each case on any day
that is a Business Day in the place of publication.

                  "Authorized Officer" means, when used with respect to the
Company, the Chairman of the Board of Directors, a Vice Chairman, the President,
the Vice President, the Chief Financial Officer, the Treasurer, an Assistant
Treasurer, the Chief Investment Officer, the Chief Accounting Officer, the
General Counsel, the Secretary or an Assistant Secretary, of the Company.



                                       2
<PAGE>

                  "Bearer Security" means any Security in the form established
pursuant to Section 2.1 which is payable to bearer.

                  "Board of Directors" means the board of directors of the
Company or any committee of that board duly authorized to act generally or in
any particular respect for the Company hereunder.

                  "Board Resolution" means a copy of one or more resolutions,
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, delivered to the Trustee.

                  "Business Day," with respect to any Place of Payment or other
location, means, unless otherwise specified with respect to any Securities
pursuant to Section 3.1, any day other than a Saturday, Sunday or other day on
which banking institutions in such Place of Payment or other location are
authorized or obligated by law, regulation or executive order to close.

                  "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including Preferred Stock, but excluding any debt securities convertible into
such equity.

                  "Capitalized Lease Obligation" means an obligation under a
lease that is required to be capitalized for financial reporting purposes in
accordance with generally accepted accounting principles, and the amount of
Indebtedness represented by such obligation shall be the capitalized amount of
such obligation determined in accordance with such principles.

                  "Code" means the Internal Revenue Code of 1986, as amended.

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

                  "Common Stock" in respect of any Corporation means Capital
Stock of any class or classes (however designated) which has no preference as to
the payment of dividends, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such Corporation, and which is not
subject to redemption by such Corporation.

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

                  "Company Request" and "Company Order" mean, respectively, a
written request or order, as the case may be, signed in the name of the Company
by an Authorized Officer, and delivered to the Trustee.



                                       3
<PAGE>

                  "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country or the confederation which issued
such Foreign Currency and for the settlement of transactions by a central bank
or other public institutions of or within the international banking community,
or (ii) any currency unit or composite currency for the purposes for which it
was established.

                  "Corporate Trust Office" means the principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of original execution
of this Indenture is located at Bankers Trust Company, Four Albany Street, New
York, New York 10006, Attention: Corporate Trust and Agency Services or at any
other time at such other address as the Trustee may designate from time to time
by notice to the parties hereto or at the principal corporate trust office of
any successor trustee as to which such successor trustee may notify the parties
hereto in writing.

                  "Corporation" includes corporations, limited liability
companies, incorporated associations, companies and business trusts.

                  "Coupon" means any interest coupon appertaining to a Bearer
Security.

                  "Currency," with respect to any payment, deposit or other
transfer in respect of the principal of or any premium or interest on or any
Additional Amounts with respect to any Security, means Dollars or the Foreign
Currency, as the case may be, in which such payment, deposit or other transfer
is required to be made by or pursuant to the terms hereof or such Security and,
with respect to any other payment, deposit or transfer pursuant to or
contemplated by the terms hereof or such Security, means Dollars.

                  "CUSIP number" means the alphanumeric designation assigned to
a Security by Standard & Poor's Ratings Service, CUSIP Service Bureau.

                  "Defaulted Interest" has the meaning specified in Section 3.7.

                  "Dollars" or "$" means a dollar or other equivalent unit of
legal tender for payment of public or private debts in the United States of
America.

                  "Event of Default" has the meaning specified in Section 5.1.

                  "Foreign Currency" means any currency, currency unit or
composite currency, including, without limitation, the euro, issued by the
government of one or more countries other than the United States of America or
by any recognized confederation or association of such governments.

                  "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments or confederation or association of governments which issued the
Foreign Currency in which the principal of or any premium or interest on such
Security or any Additional Amounts in respect thereof shall be payable, in each
case where the payment or payments thereunder are supported by the full faith
and credit of such government or governments or confederation or association of
governments or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America or such
other government or governments or confederation or association of governments,
in each case where the timely payment or payments thereunder are unconditionally
guaranteed as a full faith and credit obligation by the United States of America


                                       4
<PAGE>

or such other government or governments or confederation or association of
governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.

                  "Holder," in the case of any Registered Security, means the
Person in whose name such Security is registered in the Security Register and,
in the case of any Bearer Security, means the bearer thereof and, in the case of
any Coupon, means the bearer thereof.

                  "Indebtedness" means, with respect to any Person, (i) the
principal of and any premium and interest on (a) indebtedness of such Person for
money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or
other similar instruments for the payment of which such Person is responsible or
liable; (ii) all Capitalized Lease Obligations of such Person; (iii) all
obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations and all obligations under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker's acceptance or
similar credit transaction (other than obligations with respect to letters of
credit securing obligations (other than obligations described in (i) through
(iii) above) entered into in the ordinary course of business of such Person to
the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the third Business Day
following receipt by such Person of a demand for reimbursement following payment
on the letter of credit); (v) all obligations of the type referred to in clauses
(i) through (iv) of other Persons and all dividends of other Persons for the
payment of which, in either case, such Person is responsible or liable as
obligor, guarantor or otherwise, the amount thereof being deemed to be the
lesser of the stated recourse, if limited, and the amount of the obligation or
dividends of the other Person; (vi) all obligations of the type referred to in
clauses (i) through (v) of other Persons secured by any Lien on any property or
asset of such Person (whether or not such obligation is assumed by such Person),
the amount of such obligation being deemed to be the lesser of the value of such
property or assets or the amount of the obligation so secured; and (vii) any
amendments, modifications, refundings, renewals or extensions of any
indebtedness or obligation described as Indebtedness in clauses (i) through (vi)
above.

                  "Indenture" means this instrument as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).



                                       5
<PAGE>

                  "Independent Public Accountants" means accountants or a firm
of accountants that, with respect to the Company and any other obligor under the
Securities or the Coupons, are independent public accountants within the meaning
of the Securities Act of 1933, as amended, and the rules and regulations
promulgated by the Commission thereunder, who may be the independent public
accountants regularly retained by the Company or who may be other independent
public accountants. Such accountants or firm shall be entitled to rely upon any
Opinion of Counsel as to the interpretation of any legal matters relating to
this Indenture or certificates required to be provided hereunder.

                  "Indexed Security" means a Security the terms of which provide
that the principal amount thereof payable at Stated Maturity or upon
acceleration pursuant to Section 5.2 may be more or less than the principal face
amount thereof at original issuance.

                  "interest," with respect to any Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 1.16, includes such
Additional Amounts.

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

                  "Judgment Currency" has the meaning specified in Section 1.16.

                  "Legal Holidays" has the meaning specified in Section 1.14.

                  "Lien" means any mortgage, pledge, lien, security interest or
other encumbrance.

                  "Maturity," with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or repurchase,
notice of option to elect repayment or otherwise, and includes any Redemption
Date and the date of any required repurchase or repayment.

                  "New York Banking Day" has the meaning specified in Section
1.16.

                  "Office" or "Agency", with respect to any Securities, means an
office or agency of the Company maintained or designated as a Place of Payment
for such Securities pursuant to Section 10.2 or any other office or agency of
the Company maintained or designated for such Securities pursuant to Section
10.2 or, to the extent designated or required by Section 10.2 in lieu of such
office or agency, the Corporate Trust Office of the Trustee.

                  "Officers' Certificate" means a certificate signed by two
Authorized Officers, at least one of which is a principal executive, principal
financial or principal accounting officer, that complies with the requirements
of Section 314(e) of the Trust Indenture Act and is delivered to the Trustee.



                                       6
<PAGE>

                  "Opinion of Counsel" means a written opinion of counsel, who
may be an employee of or counsel for the Company or other counsel who shall be
reasonably acceptable to the Trustee, that, if required by the Trust Indenture
Act, complies with the requirements of Section 314(e) of the Trust Indenture
Act.

                  "Original Issue Discount Security" means a Security issued
pursuant to this Indenture which provides for declaration of an amount less than
the principal face amount thereof to be due and payable upon acceleration
pursuant to Section 5.2.

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

                  a.       any such Security theretofore cancelled by the
                           Trustee or the Security Registrar or delivered to the
                           Trustee or the Security Registrar for cancellation;

                  b.       any such Security for whose payment at the Maturity
                           thereof money in the necessary amount has been
                           theretofore deposited pursuant hereto (other than
                           pursuant to Section 4.2) with the Trustee or any
                           Paying Agent (other than the Company) in trust or set
                           aside and segregated in trust by the Company (if the
                           Company shall act as its own Paying Agent) for the
                           Holders of such Securities and any Coupons
                           appertaining thereto, provided that, if such
                           Securities are to be redeemed, notice of such
                           redemption has been duly given pursuant to this
                           Indenture or provision therefor satisfactory to the
                           Trustee has been made;

                  c.       any such Security with respect to which the Company
                           has effected defeasance pursuant to the terms hereof,
                           except to the extent provided in Section 4.2;

                  d.       any such Security which has been paid pursuant to
                           Section 3.6 or in exchange for or in lieu of which
                           other Securities have been authenticated and
                           delivered pursuant to this Indenture, unless there
                           shall have been presented to the Trustee proof
                           satisfactory to it that such Security is held by a
                           protected purchaser in whose hands such Security is a
                           valid obligation of the Company; and

                  e.       any such Security converted or exchanged as
                           contemplated by this Indenture into Common Stock of
                           the Company or other securities, if the terms of such
                           Security provide for such conversion or exchange
                           pursuant to Section 3.1;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal amount
of any Indexed Security that may be counted in making such determination and
that shall be deemed Outstanding for such purposes shall be equal to the
principal amount of such Indexed Security at original issuance, unless otherwise
provided in or pursuant to this Indenture or the related Series Authorization,


                                       7
<PAGE>

and (ii) the principal amount of a Security denominated in a Foreign Currency
shall be the Dollar equivalent, determined on the date of original issuance of
such Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent on the date of original issuance of
such Security of the then current principal amount) of such Security unless
otherwise provided in or pursuant to this Indenture or the related Series
Authorization, and (iii) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor, shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or
relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned which shall
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee (A) the pledgee's right so to act
with respect to such Securities and (B) that the pledgee is not the Company or
any other obligor upon the Securities or any Coupons appertaining thereto or an
Affiliate of the Company or such other obligor.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of, or any premium or interest on, or any Additional Amounts
with respect to, any Security or any Coupon on behalf of the Company.

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

                  "Place of Payment," with respect to any Security, means the
place or places where the principal of, or any premium or interest on, or any
Additional Amounts with respect to such Security are payable as provided in or
pursuant to this Indenture or the related Series Authorization.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same Indebtedness as that
evidenced by such particular Security; and, for the purposes of this definition,
any Security authenticated and delivered under Section 3.6 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security or any Security to which
a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same Indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
appertains.

                  "Preferred Stock" in respect of any Corporation means Capital
Stock of any class or classes (however designated) which is preferred as to the
payment of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Corporation, over shares of
Capital Stock of any other class of such Corporation.



                                       8
<PAGE>

                  "principal" means as of any date of determination with respect
to the Securities of any series, (i) in the case of an Original Issue Discount
Security or an Indexed Security, the amount due and payable with respect to
principal upon an acceleration thereof pursuant to Section 5.2 at such time and
(ii) in all other cases, par or the stated face amount of the related Security.

                  "Redemption Date," with respect to any Security or portion
thereof to be redeemed, means the date fixed for such redemption by or pursuant
to this Indenture or the related Series Authorization.

                  "Redemption Price," with respect to any Security or portion
thereof to be redeemed, means the price at which it is to be redeemed as
determined by or pursuant to this Indenture or the related Series Authorization,
exclusive of accrued interest and any Additional Amounts with respect to accrued
interest.

                  "Registered Security" means any Security established pursuant
to Section 2.1 which is registered in a Security Register.

                  "Regular Record Date" for the interest payable on any
Registered Security on any Interest Payment Date therefor means the date, if
any, specified in or pursuant to this Indenture or the related Series
Authorization as the "Regular Record Date".

                  "Required Currency" has the meaning specified in Section 1.16.

                  "Responsible Officer" means any officer within the Corporate
Trust Office of the Trustee, including any vice president, any assistant vice
president, director, managing director, associate or any trust officer or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

                  "Security" or "Securities" means any note or notes, bond or
bonds, debenture or debentures, or any other evidences of Indebtedness, as the
case may be, authenticated and delivered under this Indenture; provided,
however, that, if at any time there is more than one Person acting as Trustee
under this Indenture, "Securities," with respect to any such Person, shall mean
Securities authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.5.

                  "Senior Indebtedness" means, with respect to the Securities of
any particular series, all Indebtedness of the Company outstanding at any time,
except (a) the Securities of such series, (b) Indebtedness as to which, by the
terms of the instrument creating or evidencing the same, it is provided that
such Indebtedness is subordinated to or pari passu with the Securities of such
series, (c) Indebtedness of the Company to, or guaranteed on behalf of, a
Subsidiary of the Company, or any officer, director or employee of the Company
or any Subsidiary of the Company, (d) interest accruing after the filing of a
petition initiating any proceeding referred to in Section 5.1(7) and Section
5.1(c)(8) unless such interest is an allowed claim enforceable against the
Company in a proceeding under federal or state bankruptcy laws, (e) trade
accounts payable and (f) any liability for income, franchise, real estate or
other taxes owed or owing.



                                       9
<PAGE>

                  "Series Authorization" means, with respect to any series or
class of Securities, (i) a Board Resolution and Officers' Certificate or (ii)
one or more indentures supplemental hereto, establishing such series or class of
Securities and setting forth the terms thereof, including, in either case, a
form of note or notes representing such Securities.

                  "Special Record Date" for the payment of any Defaulted
Interest on any Registered Security means a date fixed by the Company pursuant
to Section 3.7.

                  "Stated Maturity," with respect to any Security or any
installment of principal thereof or interest thereon or any Additional Amounts
with respect thereto, means the date established by or pursuant to this
Indenture or the related Series Authorization as the fixed date on which the
principal of such Security or such installment of principal or interest is, or
such Additional Amounts are, due and payable.

                  "Subsidiary" means, in respect of any Person, any Corporation,
limited or general partnership or other business entity of which at the time of
determination more than 50% of the voting power of the shares of its Capital
Stock or other interests (including partnership interests) entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is owned or controlled, directly or
indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of
such Person or (iii) one or more Subsidiaries of such Person.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

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

                  "United States," except as otherwise provided in or pursuant
to this Indenture or any Series Authorization, means the United States of
America (including the states thereof and the District of Columbia), its
territories and possessions and other areas subject to its jurisdiction.

                  "U.S. Depository" or "Depository" means, with respect to any
Security issuable or issued in the form of one or more global Securities, the
Person designated as U.S. Depository or Depository by the Company in or pursuant
to this Indenture or the related Series Authorization, which Person must be, to
the extent required by applicable law or regulation, a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and, if so
provided with respect to any Security, any successor to such Person. If at any
time there is more than one such Person, "U.S. Depository" or "Depository" shall
mean, with respect to any Securities, the qualifying entity which has been
appointed with respect to such Securities.



                                       10
<PAGE>

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

Section 1.2       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 Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
or any of them 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 the individual signing such
                  certificate or opinion has read such condition or covenant 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 such
                  individual, he has made such examination or investigation as
                  is necessary to enable him to express an informed opinion as
                  to whether or not such condition or covenant has been complied
                  with; and

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

Section 1.3       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 an Opinion of Counsel,
provided that such officer, after reasonable inquiry, has no reason to believe
and does not believe that the Opinion of Counsel with respect to the matters


                                       11
<PAGE>

upon which his certificate or opinion is based is erroneous. Any such 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, provided that such counsel, after reasonable
inquiry, has no reason to believe and does not believe 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 or any Security, they may, but need not,
be consolidated and form one instrument.

Section 1.4       Acts of Holders.

                  (1) Any request, demand, authorization, direction, notice,
         consent, waiver or other action provided by or pursuant to this
         Indenture to be given or taken by Holders may be embodied in and
         evidenced by one or more instruments of substantially similar tenor
         signed by such Holders in person or by an agent duly appointed in
         writing. If, but only if, Securities of a series are issuable as Bearer
         Securities, any request, demand, authorization, direction, notice,
         consent, waiver or other action provided in or pursuant to this
         Indenture or the related Series Authorization to be given or taken by
         Holders of Securities of such series may, alternatively, be embodied in
         and evidenced by the record of Holders of Securities of such series
         voting in favor thereof, either in person or by proxies duly appointed
         in writing, at any meeting of Holders of Securities of such series duly
         called and held in accordance with the provisions of Article 15, 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 received by a
         Responsible Officer of 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 or 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 Security, shall be
         sufficient for any purpose of this Indenture and (subject to Section
         315 of the Trust Indenture Act) conclusive in favor of the Trustee, the
         Company and any agent of the Trustee or the Company, if made in the
         manner provided in this Section. The record of any meeting of Holders
         of Securities shall be proved in the manner provided in Section 15.6.

                  (2) Without limiting the generality of this Section 1.4,
         unless otherwise provided in or pursuant to this Indenture or the
         related Series Authorization, a Holder, including a U.S. Depository
         that is a Holder of a global Security, may make, give or take, by a
         proxy or proxies duly appointed in writing, any request, demand,
         authorization, direction, notice, consent, waiver or other Act provided
         in or pursuant to this Indenture or the related Series Authorization to
         be made, given or taken by Holders, and a U.S. Depository that is a
         Holder of a global Security may provide its proxy or proxies to the
         beneficial owners of interests in any such global Security through such
         U.S. Depository's standing instructions and customary practices.



                                       12
<PAGE>

                  (3) The Company shall fix a record date for the purpose of
         determining the Persons who are beneficial owners of interest in any
         permanent global Security held by a U.S. Depository entitled under the
         procedures of such U.S. Depository to make, give or take, by a proxy or
         proxies duly appointed in writing, any request, demand, authorization,
         direction, notice, consent, waiver or other Act provided in or pursuant
         to this Indenture or the related Series Authorization to be made, given
         or taken by Holders. If such a record date is fixed, the Holders on
         such record date or their duly appointed proxy or proxies, and only
         such Persons, shall be entitled to make, give or take such request,
         demand, authorization, direction, notice, consent, waiver or other Act,
         whether or not such Holders remain Holders after such record date. No
         such request, demand, authorization, direction, notice, consent, waiver
         or other Act shall be valid or effective if made, given or taken more
         than 90 days after such record date.

                  (4) The fact and date of the execution by any Person of any
         such instrument or writing referred to in this Section 1.4 may be
         proved in any reasonable manner; and the Trustee may in any instance
         require further proof, including written proof, with respect to any of
         the matters referred to in this Section.

                  (5) The ownership, principal amount and serial numbers of
         Registered Securities held by any Person, and the date of the
         commencement and the date of the termination of holding the same, shall
         be proved by the Security Register.

                  (6) The ownership, principal amount and serial numbers of
         Bearer Securities held by any Person, and the date of the commencement
         and the date of the termination of holding the same, may be proved by
         the production of such Bearer Securities or by a certificate executed,
         as depositary, by any trust company, bank, banker or other depositary
         reasonably acceptable to the Company, wherever situated, if such
         certificate shall be deemed by the Company and the Trustee to be
         satisfactory, showing that at the date therein mentioned such Person
         had on deposit with such depositary, or exhibited to it, the Bearer
         Securities therein described; or such facts may be proved by the
         certificate or affidavit of the Person holding such Bearer Securities,
         if such certificate or affidavit is deemed by the Trustee to be
         satisfactory. The Trustee and the Company may assume that such
         ownership of any Bearer Security continues until (i) another
         certificate or affidavit bearing a later date issued in respect of the
         same Bearer Security is produced, or (ii) such Bearer Security is
         produced to the Trustee by some other Person, or (iii) such Bearer
         Security is surrendered in exchange for a Registered Security, or (iv)
         such Bearer Security is no longer Outstanding. The ownership, principal
         amount and serial numbers of Bearer Securities held by the Person so
         executing such instrument or writing and the date of the commencement
         and the date of the termination of holding the same may also be proved
         in any other manner which the Company and the Trustee deem sufficient.

                  (7) If the Company shall solicit from the Holders of any
         Registered Securities any request, demand, authorization, direction,
         notice, consent, waiver or other Act, the Company may at its option
         (but is not obligated to), by Board Resolution, fix in advance a record
         date for the determination of Holders of Registered Securities entitled
         to give such request, demand, authorization, direction, notice,
         consent, waiver or other Act. 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 Registered Securities of record at the close of business on
         such record date shall be deemed to be Holders for the purpose of
         determining whether Holders of the requisite proportion of Outstanding
         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 Securities shall be computed as of
         such record date; provided that no such authorization, agreement or
         consent by the Holders of Registered Securities shall be deemed
         effective unless it shall become effective pursuant to the provisions
         of this Indenture not later than six months after the record date.



                                       13
<PAGE>

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

Section 1.5       Notices, etc.  to Trustee and Company.

                  Any request, demand, authorization, direction, notice,
consent, waiver or other Act of Holders or other document provided or permitted
by this Indenture to be made upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder or the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust Office,
         or

                  (2) the Company by the Trustee or any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to the attention of its Treasurer,
         with a copy to the attention of its General Counsel, at the address of
         its principal office specified in the first paragraph of this
         instrument or at any other address previously furnished in writing to
         the Trustee by the Company.

Section 1.6       Notice to Holders of Securities; Waiver.

                  Except as otherwise expressly provided in or pursuant to this
Indenture or the related Series Authorization, where this Indenture provides for
notice to Holders of Securities of any event,

                  (1) such notice shall be sufficiently given to Holders of
         Registered Securities if in writing and mailed, first-class postage
         prepaid, to each Holder of a Registered Security affected by such
         event, at his address as it appears in the Security Register, not later
         than the latest date, and not earlier than the earliest date,
         prescribed for the giving of such notice; and

                  (2) such notice shall be sufficiently given to Holders of
         Bearer Securities, if any, if published in an Authorized Newspaper in
         The City of New York and, if such Securities are then listed on any
         stock exchange outside the United States, in an Authorized Newspaper in


                                       14
<PAGE>

         such city as the Company shall advise the Trustee in writing that such
         stock exchange so requires, on a Business Day at least twice, the first
         such publication to be not earlier than the earliest date and the
         second such publication not later than the latest date prescribed for
         the giving of such notice.

                  In any case where notice to Holders of Registered Securities
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of a Registered Security shall affect
the sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
the case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

                  In case by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders of Bearers Securities as
provided above, then such notification to Holders of Bearer Securities as shall
be given with the approval of the Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above.

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

Section 1.7       Language of Notices.

                  Any request, demand, authorization, direction, notice,
consent, election or waiver required or permitted under this Indenture shall be
in the English language, except that, if the Company so elects, any published
notice may be in an official language of the country of publication.

Section 1.8       Conflict with Trust Indenture Act.

                  If any provision hereof limits, qualifies or conflicts with
any duties under any required provision of the Trust Indenture Act imposed
hereon by Section 318(c) thereof, such required provision shall control.

Section 1.9       Effect of Headings and Table of Contents.

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



                                       15
<PAGE>

Section 1.10      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 1.11      Separability Clause.

                  In case any provision in this Indenture, any Security or any
Coupon 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 1.12      Benefits of Indenture.

                  Nothing in this Indenture, any Security or any Coupon, express
or implied, shall give to any Person, other than the parties hereto and holders
of Senior Indebtedness, any Security Registrar, any Paying Agent, any
Authenticating Agent and their successors hereunder and the Holders of
Securities or Coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

Section 1.13      Governing Law.

                  This Indenture, the Securities and any Coupons shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made or instruments entered into and, in each case,
performed in said state.

Section 1.14      Legal Holidays.

                  Unless otherwise specified in or pursuant to this Indenture or
the related Series Authorization, in any case where any Interest Payment Date,
Stated Maturity or Maturity of any Security, or the last date on which a Holder
has the right to convert or exchange Securities of a series that are convertible
or exchangeable, shall be a Legal Holiday at any Place of Payment, then
(notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in any Security or Coupon that specifically states
that such provision shall apply in lieu hereof) payment need not be made at such
Place of Payment on such date, and such Securities need not be converted or
exchanged on such date but such payment may be made, and such Securities may be
converted or exchanged, on the next succeeding day that is a Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or at the Stated Maturity or Maturity or on such last day for
conversion or exchange, and no interest shall accrue on the amount payable on
such date or at such time for the period from and after such Interest Payment
Date, Stated Maturity, Maturity or last day for conversion or exchange, as the
case may be, to such next succeeding Business Day.

Section 1.15      Counterparts.

                  This Indenture may be executed in several counterparts, each
of which shall be an original and all of which shall constitute but one and the
same instrument.



                                       16
<PAGE>

Section 1.16      Judgment Currency.

                  The Company agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the
principal of, or premium or interest, if any, or Additional Amounts on the
Securities of any series (the "Required Currency") into a currency in which a
judgment will be rendered (the "Judgment Currency"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City of New York the requisite amount of the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which a final unappealable judgment is given and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with clause (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or obligated by law, regulation or executive
order to be closed.

Section 1.17      No Security Interest Created.

                  Nothing in this Indenture or in any Securities, express or
implied, shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company or its Subsidiaries is
or may be located.

Section 1.18      Limitation on Individual Liability.

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



                                       17
<PAGE>

Section 1.19      Submission to Jurisdiction.

                  The Company agrees that any judicial proceedings instituted in
relation to any matter arising under this Indenture, the Securities or any
Coupons appertaining thereto may be brought in any United States Federal or New
York State court sitting in the Borough of Manhattan, The City of New York, New
York to the extent that such court has subject matter jurisdiction over the
controversy and, by execution and delivery of this Indenture, the Company hereby
irrevocably accepts, generally and unconditionally, the jurisdiction of the
aforesaid courts, acknowledges their competence and irrevocably agrees to be
bound by any judgment rendered in such proceeding. The Company also irrevocably
and unconditionally waives for the benefit of the Trustee and the Holders of the
Securities and Coupons any immunity from jurisdiction and any immunity from
legal process (whether through service or notice, attachment prior to judgment,
attachment in the aid of execution, execution or otherwise) in respect of this
Indenture. The Company hereby irrevocably designates and appoints for the
benefit of the Trustee and the Holders of the Securities and Coupons for the
term of this Indenture [Agent Name & Address] as its agent to receive on its
behalf service of all process (with a copy of all such service of process to be
delivered to [___________________]) brought against it with respect to any such
proceeding in any such court in The City of New York, such service being hereby
acknowledged by the Company to be effective and binding service on it in every
respect whether or not the Company shall then be doing or shall have at any time
done business in New York. Such appointment shall be irrevocable so long as any
of the Securities or Coupons or the obligations of the Company hereunder remain
outstanding until the appointment of a successor by the Company and such
successor's acceptance of such appointment. Upon such acceptance, the Company
shall notify the Trustee in writing of the name and address of such successor.
The Company further agrees for the benefit of the Trustee and the Holders of the
Securities and the Coupons to take any and all action, including the execution
and filing of any and all such documents and instruments, as may be necessary to
continue such designation and appointment of said [Agent Name] in full force and
effect so long as any of the Securities or Coupons or the obligations of the
Company hereunder shall be outstanding. The Trustee shall not be obligated and
shall have no responsibility with respect to any failure by the Company to take
any such action. Nothing herein shall affect the right to serve process in any
other manner permitted by any law or limit the right of the Trustee or any
Holder to institute proceedings against the Company in the courts of any other
jurisdiction or jurisdictions.

                                   Article 2
                                SECURITIES FORMS

Section 2.1       Forms Generally.

                  Each Registered Security, Bearer Security, Coupon and
temporary or permanent global Security issued pursuant to this Indenture shall
be in the form established by or pursuant to the related Series Authorization,
shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by or pursuant to this Indenture or the
related Series Authorization or any indenture supplemental hereto and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Security or Coupon as evidenced by their execution of
such Security or Coupon.



                                       18
<PAGE>

                  Unless otherwise provided in or pursuant to the related Series
Authorization, the Securities shall be issuable in registered form without
Coupons and shall not be issuable upon the exercise of warrants.

                  Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers of the Company executing such
Securities or Coupons, as evidenced by their execution of such Securities or
Coupons.

Section 2.2       Form of Trustee's Certificate of Authentication.

                  Subject to Section 6.11, the Trustee's certificate of
authentication shall be in substantially the following form:

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

                                          BANKERS TRUST COMPANY,
                                                            as Trustee

                                          By__________________________________
                                                   Authorized Officer

Section 2.3       Securities in Global Form.

                  Unless otherwise provided in or pursuant to the related Series
Authorization, the Securities of a series shall not be issuable in temporary or
permanent global form. If Securities of a series shall be issuable in global
form, any such Security may provide that it or any number of such Securities
shall represent the aggregate amount of all Outstanding Securities of such
series (or such lesser amount as is permitted by the terms thereof) from time to
time endorsed thereon and may also provide that the aggregate amount of
Outstanding Securities represented thereby may from time to time be increased or
reduced to reflect exchanges. Any endorsement of any Security in global form to
reflect the amount, or any increase or decrease in the amount, or changes in the
rights of Holders, of Outstanding Securities represented thereby shall be made
in such manner and by such Person or Persons as shall be specified therein or in
the Company Order to be delivered pursuant to Section 3.3 or Section 3.4 with
respect thereto. Subject to the provisions of Section 3.3 and, if applicable,
Section 3.3, the Trustee shall deliver and redeliver, in each case at the
Company's expense, any Security in permanent global form in the manner and upon
written instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.3 or Section
3.4 has been, or simultaneously is, delivered, any instructions by the Company
with respect to a Security in global form shall be in writing and, with respect
to matters set forth in this Section 2.3, need not be accompanied by or
contained in an Officers' Certificate and need not be accompanied by an Opinion
of Counsel.



                                       19
<PAGE>

                  Notwithstanding the provisions of Section 3.7, unless
otherwise specified in or pursuant to the related Series Authorization, payment
of principal of, any premium and interest on, and any Additional Amounts in
respect of, any Security in temporary or permanent global form shall be made to
the Person or Persons specified therein.

                  Notwithstanding the provisions of Section 3.8 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company or the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a global Security (i) in the case of a
global Security in registered form, the Holder of such global Security in
registered form, or (ii) in the case of a global Security in bearer form, the
Person or Persons specified pursuant to Section 3.1.

                                   Article 3
                                 THE SECURITIES

Section 3.1       Amount Unlimited; Issuable in Series.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series. The Securities of each series shall be
subordinated in right of payment to all Senior Indebtedness with respect to such
series as provided in Article 16.

                  With respect to any Securities to be authenticated and
delivered hereunder, there shall be established in the related Series
Authorization the following:

                  (1) the title of such Securities and the series in which such
         Securities shall be included;

                  (2) any limit upon the aggregate principal amount of the
         Securities of such title or the 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 Securities of such series pursuant
         to Section 3.3, Section 3.5, Section 3.6, Section 9.5 or Section 11.7,
         upon repayment in part of any Registered Security of such series
         pursuant to Article 13, upon surrender in part of any Registered
         Security for conversion into Common Stock of the Company or exchange
         for other securities pursuant to its terms, or pursuant to or as
         contemplated by the terms of such Securities);

                  (3) if such Securities are to be issuable as Registered
         Securities, as Bearer Securities or alternatively as Bearer Securities
         and Registered Securities, and whether the Bearer Securities are to be
         issuable with Coupons, without Coupons or both, and any restrictions
         applicable to the offer, sale or delivery of the Bearer Securities and
         the terms, if any, upon which Bearer Securities may be exchanged for
         Registered Securities and vice versa;



                                       20
<PAGE>

                  (4) if any of such Securities are to be issuable in global
         form, when any of such Securities are to be issuable in global form and
         (i) whether such Securities are to be issued in temporary or permanent
         global form or both, (ii) whether beneficial owners of interests in any
         such global Security may exchange such interests for definitive
         Securities of the same series and of like tenor and of any authorized
         form and denomination, and the circumstances under which any such
         exchanges may occur, if other than in the manner specified in Section
         3.5, and (iii) the name of the Depository or the U.S. Depository, as
         the case may be, with respect to any such global Security;

                  (5) if any of such Securities are to be issuable as Bearer
         Securities or in global form, the date as of which any such Bearer
         Security or global Security shall be dated (if other than the date of
         original issuance of the first of such Securities to be issued);

                  (6) if any of such Securities are to be issuable as Bearer
         Securities, whether interest in respect of any portion of a temporary
         Bearer Security in global form payable in respect of an Interest
         Payment Date therefor prior to the exchange, if any, of such temporary
         Bearer Security for definitive Securities shall be paid to any clearing
         organization with respect to the portion of such temporary Bearer
         Security held for its account and, in such event, the terms and
         conditions (including any certification requirements) upon which any
         such interest payment received by a clearing organization will be
         credited to the Persons entitled to interest payable on such Interest
         Payment Date;

                  (7) the date or dates, or the method or methods, if any, by
         which such date or dates shall be determined, on which the principal of
         such Securities is payable;

                  (8) the rate or rates at which such Securities shall bear
         interest, if any, or the method or methods, if any, by which such rate
         or rates are to be determined, the date or dates, if any, from which
         such interest shall accrue or the method or methods, if any, by which
         such date or dates are to be determined, the Interest Payment Dates, if
         any, on which such interest shall be payable on a cash basis and the
         Regular Record Date, if any, for the interest payable on Registered
         Securities on any Interest Payment Date, whether and under what
         circumstances Additional Amounts on such Securities or any of them
         shall be payable, the notice, if any, to Holders regarding the
         determination of interest on a floating rate Security and the manner of
         giving such notice, and the basis upon which interest shall be
         calculated if other than that of a 360-day year of twelve 30-day
         months;

                  (9) if in addition to or other than the Borough of Manhattan,
         The City of New York, the place or places where the principal of, any
         premium and interest on or any Additional Amounts with respect to such
         Securities shall be payable, any of such Securities that are Registered
         Securities may be surrendered for registration of transfer or exchange,
         any of such Securities may be surrendered for conversion or exchange
         and notices or demands to or upon the Company in respect of such
         Securities and this Indenture may be served, the extent to which, or
         the manner in which, any interest payment or Additional Amounts on a
         global Security on an Interest Payment Date, will be paid and the
         manner in which any principal of or premium, if any, on any global
         Security will be paid;



                                       21
<PAGE>

                  (10) whether any of such Securities are to be redeemable at
         the option of the Company and, if so, the date or dates on which, the
         period or periods within which, the price or prices at which and the
         other terms and conditions upon which such Securities may be redeemed,
         in whole or in part, at the option of the Company;

                  (11) whether the Company is obligated to redeem or purchase
         any of such Securities pursuant to any sinking fund or analogous
         provision or at the option of any Holder thereof and, if so, the date
         or dates on which, the period or periods within which, the price or
         prices at which and the other terms and conditions upon which such
         Securities shall be redeemed or purchased, in whole or in part,
         pursuant to such obligation, and any provisions for the remarketing of
         such Securities so redeemed or purchased;

                  (12) the denominations in which any of such Securities that
         are Registered Securities shall be issuable if other than denominations
         of $1,000 and any integral multiple thereof, and the denominations in
         which any of such Securities that are Bearer Securities shall be
         issuable if other than the denomination of $5,000;

                  (13) whether the Securities of the series will be convertible
         into shares of Common Stock of the Company and/or exchangeable for
         other securities, whether or not issued by the Company, and, if so, the
         terms and conditions upon which such Securities will be so convertible
         or exchangeable, and any deletions from or modifications or additions
         to this Indenture to permit or to facilitate the issuance of such
         convertible or exchangeable Securities or the administration thereof;

                  (14) if other than the principal face amount thereof, the
         portion of the par or stated face amount of any of such Securities that
         shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 5.2 or the method by which such portion is
         to be determined or, in the case of Indexed Securities, the portion of
         the principal face amount that shall be payable upon Stated Maturity or
         the method by which such portion is to be determined;

                  (15) if other than Dollars, the Foreign Currency in which
         payment of the principal of, any premium or interest on or any
         Additional Amounts with respect to any of such Securities shall be
         payable;

                  (16) if the principal of, any premium or interest on or any
         Additional Amounts with respect to any of such Securities are to be
         payable, at the election of the Company or a Holder thereof or
         otherwise, in Dollars or in a Foreign Currency other than that in which
         such Securities are stated to be payable, the date or dates on which,
         the period or periods within which, and the other terms and conditions
         upon which, such election may be made, and the time and manner of
         determining the exchange rate between the Currency in which such
         Securities are stated to be payable and the Currency in which such
         Securities or any of them are to be paid pursuant to such election, and
         any deletions from or modifications of or additions to the terms of
         this Indenture to provide for or to facilitate the issuance of
         Securities denominated or payable, at the election of the Company or a
         Holder thereof or otherwise, in a Foreign Currency;



                                       22
<PAGE>

                  (17) whether the amount of payments of principal of, any
         premium or interest on or any Additional Amounts with respect to such
         Securities may be determined with reference to an index, formula or
         other method or methods (which index, formula or method or methods may
         be based, without limitation, on one or more Currencies, commodities,
         equity securities, equity indices or other indices), and, if so, the
         terms and conditions upon which and the manner in which such amounts
         shall be determined and paid or payable;

                  (18) the relative degree, if any, to which Securities of such
         series shall be senior to or be subordinated to other series of
         Securities or other Indebtedness of the Company in right of payment,
         whether such other series of Securities or other Indebtedness is
         outstanding or not;

                  (19) any deletions from, modifications of or additions to the
         Events of Default or covenants of the Company with respect to any of
         such Securities, whether or not such Events of Default or covenants are
         consistent with the Events of Default or covenants set forth herein;

                  (20) whether either or both of Section 4.2(2) relating to
         defeasance or Section 4.2(3) relating to covenant defeasance shall not
         be applicable to the Securities of such series, or any covenants in
         addition to those specified in Section 4.2(3) relating to the
         Securities of such series which shall be subject to covenant
         defeasance, and any deletions from, or modifications or additions to,
         the provisions of Article 4 in respect of the Securities of such
         series;

                  (21) whether any of such Securities are to be issuable upon
         the exercise of warrants, and the time, manner and place for such
         Securities to be authenticated and delivered;

                  (22) if any of such Securities are to be issuable in global
         form and are to be issuable in definitive form (whether upon original
         issue or upon exchange of a temporary Security) only upon receipt of
         certain certificates or other documents or satisfaction of other
         conditions, then the form and terms of such certificates, documents or
         conditions;

                  (23) if there is more than one Trustee, the identity of the
         Trustee and, if not the Trustee, the identity of each Security
         Registrar, Paying Agent or Authenticating Agent with respect to such
         Securities; and

                  (24) any other terms of such Securities and any other
         deletions from or modifications or additions to this Indenture in
         respect of such Securities.

                  All Securities of any one series and all Coupons, if any,
appertaining to Bearer Securities of such series shall be substantially
identical except as to Currency of payments due thereunder, denomination and the
rate of interest thereon, or method of determining the rate of interest, if any,
Maturity, and the date from which interest, if any, shall accrue and except as
may otherwise be provided by the Company in or pursuant to the Board Resolution
and set forth in the Officers' Certificate or in any indenture or indentures
supplemental hereto pertaining to such series of Securities. The terms of the
Securities of any series may provide, without limitation, that the Securities
shall be authenticated and delivered by the Trustee on original issue from time
to time upon written order of persons designated in the Officers' Certificate or
supplemental indenture and that such persons are authorized to determine,


                                       23
<PAGE>

consistent with such Officers' Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officers' Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities.

                  If any of the terms of the Securities of any series shall be
established by action taken by or pursuant to a Board Resolution, the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of such series.

Section 3.2       Currency; Denominations.

                  Unless otherwise provided in or pursuant to this Indenture or
the related Series Authorization, the principal of, any premium and interest on
and any Additional Amounts with respect to the Securities shall be payable in
Dollars. Unless otherwise provided in or pursuant to this Indenture or the
related Series Authorization, Registered Securities denominated in Dollars shall
be issuable in registered form without Coupons in denominations of $1,000 and
any integral multiple thereof, and the Bearer Securities denominated in Dollars
shall be issuable in the denomination of $5,000. Securities not denominated in
Dollars shall be issuable in such denominations as are established with respect
to such Securities in or pursuant to this Indenture or the related Series
Authorization.

Section 3.3       Execution, Authentication, Delivery and Dating.

                  Securities shall be executed on behalf of the Company by an
Authorized Officer and attested by a different Authorized Officer. Coupons shall
be executed on behalf of the Company by the Chief Financial Officer or Chief
Accounting Officer of the Company. The signature of any of these officers on the
Securities or any Coupons appertaining thereto may be manual or facsimile.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities, together with
any Coupons appertaining thereto, executed by the Company, to the Trustee for
authentication and, provided that the Board Resolution and Officers' Certificate
or supplemental indenture or indentures with respect to such Securities referred
to in Section 3.1 and a Company Order for the authentication and delivery of
such Securities have been delivered to the Trustee, the Trustee in accordance
with the Company Order and subject to the provisions hereof and of such
Securities shall authenticate and deliver such Securities. In authenticating


                                       24
<PAGE>

such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities and any Coupons appertaining thereto,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through 315(d) of the Trust Indenture Act) shall be fully protected in, and may
conclusively rely upon,

                  (1) an Opinion or Opinions of Counsel to the effect that:

                           (a) the form or forms and terms of such Securities
                  and Coupons, if any, have been established in conformity with
                  the provisions of this Indenture;

                           (b) all conditions precedent to the authentication
                  and delivery of such Securities and Coupons, if any,
                  appertaining thereto, have been complied with and that such
                  Securities and Coupons, when completed by appropriate
                  insertions, executed under the Company's corporate seal and
                  attested by duly authorized officers of the Company, delivered
                  by duly authorized officers of the Company to the Trustee for
                  authentication pursuant to this Indenture, and authenticated
                  and delivered by the Trustee and issued by the Company in the
                  manner and subject to any conditions specified in such Opinion
                  of Counsel, will constitute legal, valid and binding
                  obligations of the Company, enforceable against the Company in
                  accordance with their terms, except as enforcement thereof may
                  be subject to or limited by bankruptcy, insolvency,
                  reorganization, moratorium, arrangement, fraudulent
                  conveyance, fraudulent transfer or other similar laws relating
                  to or affecting creditors' rights generally, and subject to
                  general principles of equity (regardless of whether
                  enforcement is sought in a proceeding in equity or at law) and
                  will entitle the Holders thereof to the benefits of this
                  Indenture; such Opinion of Counsel need express no opinion as
                  to the availability of equitable remedies;

                           (c) all laws and requirements in respect of the
                  execution and delivery by the Company of such Securities and
                  Coupons, if any, have been complied with; and

                           (d) this Indenture has been qualified under the Trust
                  Indenture Act; and

                  (2) an Officers' Certificate stating that all conditions
         precedent to the execution, authentication and delivery of such
         Securities and Coupons, if any, appertaining thereto, have been
         complied with and that, to the best knowledge of the Persons executing
         such certificate, no event which is, or after notice or lapse of time
         would become, an Event of Default with respect to any of the Securities
         shall have occurred and be continuing.

                  If all the Securities of any series are not to be issued at
one time, it shall not be necessary to deliver an Opinion of Counsel and an
Officers' Certificate at the time of issuance of each Security, but such opinion
and certificate, with appropriate modifications, shall be delivered at or before
the time of issuance of the first Security of such series. After any such first
delivery, any separate written request by an Authorized Officer of the Company
or any person designated in writing by an Authorized Officer that the Trustee
authenticate and deliver Securities of such series for original issue will be
deemed to be a certification by the Company that all conditions precedent
provided for in this Indenture relating to authentication and delivery of such
Securities continue to have been complied with.



                                       25
<PAGE>

                  The Trustee shall not be required to authenticate or to cause
an Authenticating Agent to authenticate any Securities, nor will it be liable
for its refusal to authenticate or cause an Authenticating Agent to authenticate
any Securities, if the issue of such Securities will affect the Trustee's own
rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee or if
the Trustee, being advised by counsel, determines that such action may not
lawfully be taken.

                  Each Registered Security shall be dated the date of its
authentication. Each Bearer Security and any Bearer Security in global form
shall be dated as of the date specified in or pursuant to the related Series
Authorization.

                  No Security or Coupon appertaining thereto shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose,
unless there appears on such Security a certificate of authentication
substantially in the form provided for in Section 2.2 or Section 6.11 executed
by or on behalf of the Trustee or by the Authenticating Agent by the manual
signature of one of its authorized officers. Such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder. Except as permitted by Section 3.6
or Section 3.7, the Trustee shall not authenticate and deliver any Bearer
Security unless all Coupons appertaining thereto then matured have been detached
and cancelled.

Section 3.4       Temporary Securities.

                  Pending the preparation of definitive Securities, the Company
may execute and deliver to the Trustee and, upon Company Order, the Trustee
shall authenticate and deliver, in the manner provided in Section 3.3, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture or the related Series Authorization, in bearer form with one or more
Coupons or without Coupons and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the Company executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities. Such temporary Securities may be in global form.

                  Except in the case of temporary Securities in global form,
which shall be exchanged in accordance with the provisions thereof, if temporary
Securities are issued, the Company shall cause definitive Securities to be
prepared without unreasonable delay. After the preparation of definitive
Securities of the same series and containing terms and provisions that are
identical to those of any temporary Securities, such temporary Securities shall
be exchangeable for such definitive Securities upon surrender of such temporary
Securities at an Office or Agency for such Securities, without charge to any
Holder thereof. Upon surrender for cancellation of any one or more temporary
Securities (accompanied by any unmatured Coupons appertaining thereto), the
Company shall execute and the Trustee upon Company Order shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations of the same series and containing identical terms and


                                       26
<PAGE>

provisions; provided, however, that no definitive Bearer Security, except as
provided in or pursuant to this Indenture or the related Series Authorization,
shall be delivered in exchange for a temporary Registered Security; and
provided, further, that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in or pursuant to this Indenture or the related Series Authorization.
Unless otherwise provided in or pursuant to this Indenture or the related Series
Authorization with respect to a temporary global Security, until so exchanged
the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.

Section 3.5       Registration, Transfer and Exchange.

                  With respect to the Registered Securities of each series, if
any, the Company shall cause to be kept a register (each such register being
herein sometimes referred to as the "Security Register") at an Office or Agency
for such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the related Series Authorization, the Trustee shall be the initial Security
Registrar for each series of Securities. The Company shall have the right to
remove and replace from time to time the Security Registrar for any series of
Securities; provided that no such removal or replacement shall be effective
until a successor Security Registrar with respect to such series of Securities
shall have been appointed by the Company and shall have accepted such
appointment by the Company. In the event that the Trustee shall not be or shall
cease to be Security Registrar with respect to a series of Securities, it shall
have the right to examine the Security Register for such series at all
reasonable times. There shall be only one Security Register for each series of
Securities.

                  Upon surrender for registration of transfer of any Registered
Security of any series at any Office or Agency for such series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities
of the same series denominated as authorized in or pursuant to this Indenture or
the related Series Authorization, of a like aggregate principal amount bearing a
number not contemporaneously outstanding and containing identical terms and
provisions.

                  At the option of the Holder, Registered Securities of any
series may be exchanged for other Registered Securities of the same series
containing identical terms and provisions, in any authorized denominations, and
of a like aggregate principal amount, upon surrender of the Securities to be
exchanged at any Office or Agency for such series. Whenever any Registered
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Registered Securities which the
Holder making the exchange is entitled to receive.

                  If provided in or pursuant to this Indenture or the related
Series Authorization, with respect to Securities of any series, at the option of
the Holder, Bearer Securities of such series may be exchanged for Registered
Securities of such series containing identical terms, denominated as authorized
in or pursuant to this Indenture or the related Series Authorization and in the
same aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or


                                       27
<PAGE>

Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 10.2, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business at
such Office or Agency on (i) any Regular Record Date and before the opening of
business at such Office or Agency on the next succeeding Interest Payment Date,
or (ii) any Special Record Date and before the opening of business at such
Office or Agency on the related date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be (or, if
such Coupon is so surrendered with such Bearer Security, such Coupon shall be
returned to the Person so surrendering the Bearer Security), and interest or
Defaulted Interest, as the case may be, shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of the
Registered Security issued in exchange for such Bearer Security, but shall be
payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture.

                  If provided in or pursuant to this Indenture or the related
Series Authorization, at the option of the Holder, Registered Securities of such
series may be exchanged for Bearer Securities upon such terms and conditions as
may be provided in or pursuant to this Indenture or the related Series
Authorization.

                  Whenever any Securities are surrendered for exchange as
contemplated by the immediately preceding two paragraphs, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

                  Notwithstanding the foregoing, except as otherwise provided in
or pursuant to this Indenture or the related Series Authorization, any global
Security shall be exchangeable for definitive Securities only if (i) the
Depository is at any time unwilling, unable or ineligible to continue as
depository and a successor depository is not appointed by the Company within 90
days of the date the Company is so informed in writing, (ii) the Company
executes and delivers to the Trustee a Company Order to the effect that such
global Security shall be so exchangeable, or (iii) an Event of Default has
occurred and is continuing with respect to the Securities. If the beneficial
owners of interests in a global Security are entitled to exchange such interests
for definitive Securities as the result of an event described in clause (i),
(ii) or (iii) of the preceding sentence, then without unnecessary delay but in
any event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities in
such form and denominations as are required by or pursuant to this Indenture or
the related Series Authorization, and of the same series, containing identical
terms and in aggregate principal amount equal to the principal amount of such
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such global Security shall be surrendered
from time to time by the U.S. Depository or such other Depository as shall be
specified in the Company Order with respect thereto, and in accordance with


                                       28
<PAGE>

instructions given to the Trustee and the U.S. Depository or such other
Depository, as the case may be (which instructions shall be in writing but need
not be contained in or accompanied by an Officers' Certificate or be accompanied
by an Opinion of Counsel), as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities as described above
without charge. The Trustee shall authenticate and make available for delivery,
in exchange for each portion of such surrendered global Security, a like
aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such global
Security to be exchanged, which (unless such Securities are not issuable both as
Bearer Securities and as Registered Securities, in which case the definitive
Securities exchanged for the global Security shall be issuable only in the form
in which the Securities are issuable, as provided in or pursuant to this
Indenture or the related Series Authorization) shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof, but subject to the satisfaction of
any certification or other requirements to the issuance of Bearer Securities;
provided, however, that no such exchanges may occur during a period beginning at
the opening of business 15 days before any selection of Securities of the same
series to be redeemed and ending on the relevant Redemption Date; and provided,
further, that (unless otherwise provided in or pursuant to this Indenture or the
related Series Authorization) no Bearer Security delivered in exchange for a
portion of a global Security shall be mailed or otherwise delivered to any
location in the United States. Promptly following any such exchange in part,
such global Security shall be returned by the Trustee to such Depository or the
U.S. Depository, as the case may be, or such other Depository or U.S. Depository
referred to above in accordance with the instructions of the Company referred to
above. If a Registered Security is issued in exchange for any portion of a
global Security after the close of business at the Office or Agency for such
Security where such exchange occurs on or after (i) any Regular Record Date for
such Security and before the opening of business at such Office or Agency on the
next succeeding Interest Payment Date, or (ii) any Special Record Date for such
Security and before the opening of business at such Office or Agency on the
related proposed date for payment of interest or Defaulted Interest, as the case
may be, interest shall not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such Registered Security,
but shall be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such
portion of such global Security shall be payable in accordance with the
provisions of this Indenture.

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



                                       29
<PAGE>

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

                  No service charge shall be made for any registration of
transfer or exchange, or redemption of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge and
any other expenses (including fees and expenses of the Trustee) that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.4, Section 9.5 or Section
11.7 not involving any transfer.

                  Except as otherwise provided in or pursuant to this Indenture
or the related Series Authorization, the Company shall not be required (i) to
issue, register the transfer of or exchange any Securities during a period
beginning at the opening of business 15 days before the day of mailing of a
notice of redemption of Securities of like tenor and the same series under
Section 11.4 and ending at the close of business on the day of such mailing, or
(ii) to register the transfer of or exchange any Registered Security selected
for redemption in whole or in part, except in the case of any Security to be
redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange
any Bearer Security selected for redemption except, to the extent provided with
respect to such Bearer Security, that such Bearer Security may be exchanged for
a Registered Security of like tenor and the same series, provided that such
Registered Security shall be immediately surrendered for redemption with written
instruction for payment consistent with the provisions of this Indenture or (iv)
to issue, register the transfer of or exchange any Security which, in accordance
with its terms, has been surrendered for repayment at the option of the Holder,
except the portion, if any, of such Security not to be so repaid.

Section 3.6       Mutilated, Destroyed, Lost and Stolen Securities.

                  If any mutilated Security or a Security with a mutilated
Coupon appertaining to it is surrendered to the Trustee, subject to the
provisions of this Section 3.6, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
containing identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

                  If there be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or Coupon, and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security or Coupon has been
acquired by a protected purchaser, the Company shall execute and, upon the
Company's request the Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Security or in exchange
for the Security to which a destroyed, lost or stolen Coupon appertains with all
appurtenant Coupons not destroyed, lost or stolen, a new Security of the same
series containing identical terms and of like principal amount and bearing a
number not contemporaneously outstanding, with Coupons appertaining thereto
corresponding to the Coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
Coupon appertains.



                                       30
<PAGE>

                  Notwithstanding the foregoing provisions of this Section 3.6,
in case any mutilated, destroyed, lost or stolen Security or Coupon has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security or Coupon; provided,
however, that payment of principal of, any premium or interest on or any
Additional Amounts with respect to any Bearer Securities shall, except as
otherwise provided in Section 10.2, be payable only at an Office or Agency for
such Securities located outside the United States and, unless otherwise provided
in or pursuant to this Indenture or the related Series Authorization, any
interest on Bearer Securities and any Additional Amounts with respect to such
interest shall be payable only upon presentation and surrender of the Coupons
appertaining thereto.

                  Upon the issuance of any new Security under this Section 3.6,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and the fees and
expenses of the Trustee's counsel) connected therewith.

                  Every new Security, with any Coupons appertaining thereto
issued pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen
Security, or in exchange for a Security to which a destroyed, lost or stolen
Coupon appertains shall constitute a separate obligation of the Company, whether
or not the destroyed, lost or stolen Security and Coupons appertaining thereto
or the destroyed, lost or stolen Coupon shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and any
Coupons, if any, duly issued hereunder.

                  The provisions of this Section 3.6, as amended or supplemented
pursuant to this Indenture with respect to particular Securities or generally,
shall be exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or Coupons.

Section 3.7       Payment of Interest and Certain Additional Amounts; Rights to
                  Interest and Certain Additional Amounts Preserved.

                  Unless otherwise provided in or pursuant to this Indenture or
the related Series Authorization, any interest on and any Additional Amounts
with respect to any Registered Security which shall be payable, and are
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name such Security (or one or more Predecessor
Securities) is registered as of the close of business on the Regular Record Date
for such interest.

                  Unless otherwise provided in or pursuant to this Indenture or
the related Series Authorization, any interest on and any Additional Amounts
with respect to any Registered Security which shall be payable, but shall not be
punctually paid or duly provided for, on any Interest Payment Date for such
Registered Security (herein called "Defaulted Interest") shall forthwith cease
to be payable to the Holder thereof on the relevant Regular Record Date by
virtue of having been such Holder; and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in Clause (1) or (2)
below:



                                       31
<PAGE>

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Person in whose name such Registered Security (or a
         Predecessor Security thereof) shall be registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed by the Company in the following manner.
         The Company shall notify the Trustee in writing of the amount of
         Defaulted Interest proposed to be paid on such Registered Security, the
         Special Record Date therefor 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 on or prior to the date of the proposed
         payment, such money when so deposited to be held in trust in a
         segregated trust account pursuant to express written instructions of
         the Company for the benefit of the Person entitled to such Defaulted
         Interest as in this Clause provided. The Special Record Date for the
         payment of such Defaulted Interest 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 notification to the Trustee of the proposed
         payment. The Trustee shall, in the name and at the expense of the
         Company, cause notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor to be mailed, first-class
         postage prepaid, to the Holder of such Registered Security (or a
         Predecessor Security thereof) at his address as it appears in the
         Security Register not less than 10 days prior to such Special Record
         Date. The Trustee shall, in the name and at the expense of the Company
         cause a similar notice to be published at least once in an Authorized
         Newspaper of general circulation in the Borough of Manhattan, The City
         of New York, but such publication shall not be a condition precedent to
         the establishment of such Special Record Date. Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         having been mailed as aforesaid, such Defaulted Interest shall be paid
         to the Person in whose name such Registered Security (or a Predecessor
         Security thereof) shall be registered at the close of business on such
         Special Record Date and shall no longer be payable pursuant to the
         following clause (2).

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

                  Unless otherwise provided in or pursuant to this Indenture or
the related Series Authorization of any particular series pursuant to the
provisions of this Indenture, at the option of the Company, interest on
Registered Securities that bear interest may be paid by mailing a check to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by wire transfer to an account maintained by the payee with
a bank located in the United States.



                                       32
<PAGE>

                  Subject to the foregoing provisions of this Section and
Section 3.5, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

                  In the case of any Registered Security of any series that is
convertible into shares of Common Stock of the Company or exchangeable for other
securities, which Registered Security is converted or exchanged after any
Regular Record Date and on or prior to the next succeeding Interest Payment Date
(other than any Registered Security with respect to which the Stated Maturity is
prior to such Interest Payment Date), interest with respect to which the Stated
Maturity is on such Interest Payment Date shall be payable on such Interest
Payment Date notwithstanding such conversion or exchange, and such interest
(whether or not punctually paid or duly provided for) shall be paid to the
Person in whose name that Registered Security (or one or more predecessor
Registered Securities) is registered at the close of business on such Regular
Record Date. Except as otherwise expressly provided in the immediately preceding
sentence, in the case of any Registered Security which is converted or
exchanged, interest with respect to which the Stated Maturity is after the date
of conversion or exchange of such Registered Security shall not be payable.

Section 3.8       Persons Deemed Owners.

                  Prior to due presentment of a Registered 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 Registered Security is
registered in the Security Register as the owner of such Registered Security for
the purpose of receiving payment of principal of, any premium and (subject to
Section 3.5 and Section 3.7) interest on and any Additional Amounts with respect
to such Registered Security and for all other purposes whatsoever, whether or
not any payment with respect to such Registered Security shall be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                  The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon
as the absolute owner of such Security or Coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not any payment with respect to such Security or Coupon shall be
overdue, and none of the Company, the Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary

                  No Holder of any beneficial interest in any global Security
held on its behalf by a Depository shall have any rights under this Indenture
with respect to such global Security, and such Depository may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.



                                       33
<PAGE>

Section 3.9       Cancellation.

                  All Securities and Coupons surrendered for payment,
redemption, registration of transfer, exchange or conversion or for credit
against any sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee, and any such Securities and Coupons,
as well as Securities and Coupons surrendered directly to the Trustee for any
such purpose, shall be cancelled promptly by the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be cancelled promptly
by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this Section, except as expressly
permitted by or pursuant to this Indenture or the related Series Authorization.
All cancelled Securities and Coupons held by the Trustee shall be destroyed by
the Trustee, unless by a Company Order the Company directs their return to it.

Section 3.10      Computation of Interest.

                  Except as otherwise provided in or pursuant to this Indenture
or the related Series Authorization, interest on the Securities shall be
computed on the basis of a 360-day year of twelve 30-day months.

Section 3.11      CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP," "CINS"
and "ISIN" numbers (if then generally in use), and the Trustee shall use CUSIP,
CINS or ISIN numbers, as the case may be, in notices of redemption or exchange
as a convenience to Holders and no representation shall be made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of redemption or exchange.

                                   Article 4
                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 4.1       Satisfaction and Discharge.

                  Upon the direction of the Company by a Company Order, this
Indenture shall cease to be of further effect with respect to any series of
Securities specified in such Company Order and any Coupons appertaining thereto,
and the Trustee, on receipt of a Company Order, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture as to such series, when

                  (1)      either

                           (a) all Securities of such series theretofore
                  authenticated and delivered and all Coupons appertaining
                  thereto (other than (i) Coupons appertaining to Bearer
                  Securities of such series surrendered in exchange for
                  Registered Securities of such series and maturing after such
                  exchange whose surrender is not required or has been waived as
                  provided in Section 3.5, (ii) Securities and Coupons of such
                  series which have been destroyed, lost or stolen and which
                  have been replaced or paid as provided in Section 3.5, (iii)
                  Coupons appertaining to Securities of such series called for
                  redemption and maturing after the relevant Redemption Date
                  whose surrender has been waived as provided in Section 11.7,


                                       34
<PAGE>

                  and (iv) Securities and Coupons of such series for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 10.3) have been delivered to the Trustee
                  for cancellation; or

                           (b) all Securities of such series and, in the case of
                  (i) or (ii) below, any Coupons appertaining thereto not
                  theretofore delivered to the Trustee for cancellation

                                    (i) have become due and payable,

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

                                    (iii) if redeemable at the option of the
                           Company or pursuant to the operation of a sinking
                           fund, are to be called for redemption within one year
                           under arrangements satisfactory to the Trustee for
                           the giving of notice of redemption by the Trustee in
                           the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for such
purpose, money in the Currency in which such Securities are payable in an amount
sufficient to pay and discharge the entire indebtedness on such Securities and
any Coupons appertaining thereto not theretofore delivered to the Trustee for
cancellation, including the principal of, any premium and interest on, and any
Additional Amounts with respect to such Securities and any Coupons appertaining
thereto (based upon applicable law as in effect on the date of such deposit), to
the date of such deposit (in the case of Securities which have become due and
payable) or to the Maturity thereof, as the case may be;

                  (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company with respect to the Outstanding
         Securities of such series and any Coupons appertaining thereto; and

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

                  In the event there are Securities of two or more series
hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Securities of such series as to which it is Trustee and if the other
conditions thereto are met.

                  Notwithstanding the satisfaction and discharge of this
Indenture with respect to any series of Securities, the obligations of the
Company to the Trustee under Section 6.6 and, if money shall have been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Company and the Trustee with respect to the Securities of
such series under Section 3.5, Section 3.6, Section 4.3, Section 10.2, Section


                                       35
<PAGE>

10.3, with respect to the payment of Additional Amounts, if any, with respect to
such Securities as contemplated by Section 10.4(but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 4.1(b)), and
with respect to any rights to convert or exchange such Securities into Common
Stock of the Company or other securities shall survive.

Section 4.2       Defeasance and Covenant Defeasance.

                  (1) Unless pursuant to Section 3.1, either or both of (i)
         defeasance of the Securities of or within a series under clause (2) of
         this Section 4.2 shall not be applicable with respect to the Securities
         of such series or (ii) covenant defeasance of the Securities of or
         within a series under clause (3) of this Section 4.2 shall not be
         applicable with respect to the Securities of such series, then such
         provisions, together with the other provisions of this Section 4.2
         (with such modifications thereto as may be specified pursuant to
         Section 4.2 with respect to any Securities), shall be applicable to
         such Securities and any Coupons appertaining thereto, and the Company
         may at its option by Board Resolution, at any time, with respect to
         such Securities and any Coupons appertaining thereto, elect to have
         Section 4.2(2) or Section 4.2(3) be applied to such Outstanding
         Securities and any Coupons appertaining thereto upon compliance with
         the conditions set forth below in this Section 4.2.

                  (2) Upon the Company's exercise of the above option applicable
         to this Section 4.2 with respect to any Securities of or within a
         series, the Company shall be deemed to have been discharged from its
         obligations with respect to such Outstanding Securities and any Coupons
         appertaining thereto on the date the conditions set forth in clause (4)
         of this Section 4.2 are satisfied (hereinafter, "defeasance"). For this
         purpose, such defeasance means that the Company shall be deemed to have
         paid and discharged the entire Indebtedness represented by such
         Outstanding Securities and any Coupons appertaining thereto, which
         shall thereafter be deemed to be "Outstanding" only for the purposes of
         clause (5) of this Section 4.2 and the other Sections of this Indenture
         referred to in clauses (i) and (ii) below, and to have satisfied all of
         its other obligations under such Securities and any Coupons
         appertaining thereto and this Indenture insofar as such Securities and
         any Coupons appertaining thereto are concerned (and the Trustee, at the
         expense of the Company, shall execute proper instruments acknowledging
         the same), except for the following which shall survive until otherwise
         terminated or discharged hereunder: (i) the rights of Holders of such
         Outstanding Securities and any Coupons appertaining thereto to receive,
         solely from the trust fund described in clause (4) of this Section 4.2


                                       36
<PAGE>

         and as more fully set forth in such clause, payments in respect of the
         principal of (and premium, if any) and interest, if any, on, and
         Additional Amounts, if any, with respect to, such Securities and any
         Coupons appertaining thereto when such payments are due, and any rights
         of such Holder to convert such Securities into Common Stock of the
         Company or exchange such Securities for other securities, (ii) the
         obligations of the Company and the Trustee with respect to such
         Securities under Section 3.5, Section 3.6, Section 10.2 and Section
         10.3 and with respect to the payment of Additional Amounts, if any, on
         such Securities as contemplated by Section 10.4 (but only to the extent
         that the Additional Amounts payable with respect to such Securities
         exceed the amount deposited in respect of such Additional Amounts
         pursuant to Section 4.2(a) below), and with respect to any rights to
         convert such Securities into Common Stock of the Company or exchange
         such Securities for other securities, (iii) the rights, powers, trusts,
         duties and immunities of the Trustee hereunder including, without
         limitation, the compensation, reimbursement and indemnities provided in
         Section 6.6 herein and (iv) this Section 4.2 The Company may exercise
         its option under this Section 4.2(2) notwithstanding the prior exercise
         of its option under clause (3) of this Section 4.2 with respect to such
         Securities and any Coupons appertaining thereto.

                  (3) Upon the Company's exercise of the option to have this
         Section 4.2(3) apply with respect to any Securities of or within a
         series, the Company shall be released from its obligations under any
         covenant applicable to such Securities specified pursuant to Section
         3.1(20), including any obligation to redeem or repurchase such
         securities at the option of the Holder thereof, with respect to such
         Outstanding Securities and any Coupons appertaining thereto on and
         after the date the conditions set forth in clause (4) of this Section
         4.2 are satisfied (hereinafter, "covenant defeasance"), and such
         Securities and any Coupons appertaining thereto shall thereafter be
         deemed to be not "Outstanding" for the purposes of any direction,
         waiver, consent or declaration or Act of Holders (and the consequences
         of any thereof) in connection with any such covenant, but shall
         continue to be deemed "Outstanding" for all other purposes hereunder.
         For this purpose, such covenant defeasance means that, with respect to
         such Outstanding Securities and any Coupons appertaining thereto, the
         Company may omit to comply with, and shall have no liability in respect
         of, any term, condition or limitation set forth in any such Section or
         such other covenant or obligation, whether directly or indirectly, by
         reason of any reference elsewhere herein to any such Section or such
         other covenant or obligation or by reason of reference in any such
         Section or such other covenant or obligation to any other provision
         herein or in any other document and such omission to comply shall not
         constitute a default or an Event of Default under Section 5.1 but,
         except as specified above, the remainder of this Indenture and such
         Securities and Coupons appertaining thereto shall be unaffected
         thereby.

                  (4) The following shall be the conditions to application of
         clause (2) or (3) of this Section 4.2 to any Outstanding Securities of
         or within a series and any Coupons appertaining thereto:

                           (a) The Company shall irrevocably have deposited or
                  caused to be deposited with the Trustee (or another trustee
                  satisfying the requirements of Section 6.7 who shall agree to
                  comply with the provisions of this Section 4.2 applicable to
                  it) as trust funds in trust for the purpose of making the
                  following payments, specifically pledged as security for, and
                  dedicated solely to, the benefit of the Holders of such
                  Securities and any Coupons appertaining thereto, (1) an amount
                  in Dollars or in such Foreign Currency in which such
                  Securities and any Coupons appertaining thereto are then
                  specified as payable at Stated Maturity, or (2) Government
                  Obligations applicable to such Securities and Coupons
                  appertaining thereto (determined on the basis of the Currency
                  in which such Securities and Coupons appertaining thereto are
                  then specified as payable at Stated Maturity) which through
                  the scheduled payment of principal and interest in respect
                  thereof in accordance with their terms will provide, not later
                  than one day before the due date of any payment with respect
                  to such Securities and any Coupons appertaining thereto, money
                  in an amount, or (3) a combination thereof, in any case, in an
                  amount, sufficient, without consideration of any reinvestment
                  of such principal and interest, in the opinion of a nationally
                  recognized firm of independent public accountants expressed in


                                       37
<PAGE>

                  a written certification thereof delivered to the Trustee, to
                  pay and discharge, and which shall be applied by the Trustee
                  (or other qualifying trustee) to pay and discharge, (y) the
                  principal of (and premium, if any) and interest, if any, on,
                  and any Additional Amounts with respect to such Securities and
                  Coupons appertaining thereto (based upon applicable law as in
                  effect on the date of such deposit), such Outstanding
                  Securities and any Coupons appertaining thereto at the Stated
                  Maturity or Redemption Date of such principal or installment
                  of principal or premium or interest and (z) any mandatory
                  sinking fund payments or analogous payments applicable to such
                  Outstanding Securities and any Coupons appertaining thereto on
                  the days on which such payments are due and payable in
                  accordance with the terms of this Indenture and of such
                  Securities and any Coupons appertaining thereto and, if
                  applicable, shall have made irrevocable arrangements
                  satisfactory to the Trustee for the redemption of any
                  Securities to be redeemed at the option of the Company in
                  connection with such deposit.

                           (b) No Event of Default or event which with notice or
                  lapse of time or both would become an Event of Default with
                  respect to such Securities and any Coupons appertaining
                  thereto shall have occurred and be continuing on the date of
                  such deposit (after giving effect thereto) and, with respect
                  to defeasance only, no event described in Section 5.1(7) or
                  (8) at any time during the period ending on the 91st day after
                  the date of such deposit (it being understood that this
                  condition shall not be deemed satisfied until the expiration
                  of such period).

                           (c) Such defeasance or covenant defeasance shall not
                  result in a breach or violation of, or constitute a default
                  under, any material agreement or instrument (other than this
                  Indenture) to which the Company is a party or by which it is
                  bound.

                           (d) In the case of an election under clause (2) of
                  this Section 4.2, with respect to Registered Securities and
                  any Bearer Securities for which the Place of Payment is within
                  the United States, the Company shall have delivered to the
                  Trustee an Opinion of Counsel stating that (i) the Company has
                  received from the Internal Revenue Service a letter ruling, or
                  there has been published by the Internal Revenue Service a
                  Revenue Ruling, or (ii) since the date of execution of this
                  Indenture, there has been a change in the applicable Federal
                  income tax law, in either case to the effect that, and based
                  thereon such opinion shall confirm that, the Holders of such
                  Outstanding Securities and any Coupons appertaining thereto
                  will not recognize income, gain or loss for Federal income tax
                  purposes as a result of such defeasance and will be subject to
                  Federal income tax on the same amounts, in the same manner and
                  at the same times as would have been the case if such
                  defeasance had not occurred.



                                       38
<PAGE>

                           (e) In the case of an election under clause (3) of
                  this Section 4.2 with respect to Requested Securities and any
                  Bearer Securities for which the Place of Payment is within the
                  United States, the Company shall have delivered to the Trustee
                  an Opinion of Counsel to the effect that the Holders of such
                  Outstanding Securities and any Coupons appertaining thereto
                  will not recognize income, gain or loss for Federal income tax
                  purposes as a result of such covenant defeasance and will be
                  subject to Federal income tax on the same amounts, in the same
                  manner and at the same times as would have been the case if
                  such covenant defeasance had not occurred.

                           (f) With respect to defeasance only, the Company
                  shall have delivered to the Trustee an Opinion of Counsel to
                  the effect that, after the 91st day after the date of deposit,
                  all money and Government Obligations (or other property as may
                  be provided pursuant to Section 3.1) (including the proceeds
                  thereof) deposited or caused to be deposited with the Trustee
                  (or other qualifying trustee) pursuant to this clause (4) to
                  be held in trust will not be subject to recapture or avoidance
                  as a preference in any case or proceeding (whether voluntary
                  or involuntary) in respect of the Company under any Federal or
                  State bankruptcy, insolvency, reorganization or other similar
                  law, or any decree or order for relief in respect of the
                  Company issued in connection therewith (for which purpose such
                  Opinion of Counsel may assume that no Holder is an "insider").

                           (g) With respect to defeasance only, the Company
                  shall have delivered to the Trustee an Officers' Certificate
                  as to solvency and the absence of any intent of preferring the
                  Holders over any other creditors of the Company.

                           (h) The Company shall have delivered to the Trustee
                  an Officers' Certificate and an Opinion of Counsel, each
                  stating that all conditions precedent to the defeasance or
                  covenant defeasance under clause (2) or (3) of this Section
                  4.2 (as the case may be) have been complied with.

                           (i) Notwithstanding any other provisions of this
                  Section 4.2, such defeasance or covenant defeasance shall be
                  effected in compliance with any additional or substitute
                  terms, conditions or limitations which may be imposed on the
                  Company in connection therewith pursuant to Section 3.1.

                  (5) Unless otherwise specified in or pursuant to this
         Indenture or any Series Authorization, if, after a deposit referred to
         in Section 4.2(a) has been made, (a) the Holder of a Security in
         respect of which such deposit was made is entitled to, and does, elect
         pursuant to Section 3.1 or the terms of such Security to receive
         payment in a Currency other than that in which the deposit pursuant to
         Section 4.2(a) has been made in respect of such Security, or (b) a
         Conversion Event occurs in respect of the Foreign Currency in which the
         deposit pursuant to Section 4.2(a) has been made, the indebtedness
         represented by such Security and any Coupons appertaining thereto shall
         be deemed to have been, and will be, fully discharged and satisfied
         through the payment of the principal of (and premium, if any), and
         interest, if any, on, and Additional Amounts, if any, with respect to,
         such Security as the same becomes due out of the proceeds yielded by
         converting (from time to time as specified below in the case of any
         such election) the amount or other property deposited in respect of


                                       39
<PAGE>

         such Security into the Currency in which such Security becomes payable
         as a result of such election or Conversion Event based on (x) in the
         case of payments made pursuant to clause (a) above, the applicable
         market exchange rate for such Currency in effect on the second Business
         Day prior to each payment date, or (y) with respect to a Conversion
         Event, the applicable market exchange rate for such Foreign Currency in
         effect (as nearly as feasible) at the time of the Conversion Event.

                  The Company shall pay and indemnify the Trustee (or other
qualifying trustee, collectively for purposes of this Section 4.2(i)(5) and
Section 4.3, the "Trustee") against any tax, fee or other charge, imposed on or
assessed against the Government Obligations deposited pursuant to this Section
4.2 or the principal or interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of such
Outstanding Securities and any Coupons appertaining thereto.

                  Anything in this Section 4.2(a) to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or Government Obligations (or other property
and any proceeds therefrom) held by it as provided in clause (4) of this Section
4.2(a) which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect a defeasance or covenant defeasance, as applicable, in
accordance with this Section 4.2(a).

Section 4.3       Application of Trust Money.

                  Subject to the provisions of the last paragraph of Section
10.3, all money and Government Obligations (or other property as may be provided
pursuant to Section 3.1) (including the proceeds thereof) deposited with the
Trustee pursuant to Section 4.1 or Section 4.2 in respect of any Outstanding
Securities of any series and any Coupons appertaining thereto shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and any Coupons appertaining thereto and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities and any Coupons appertaining thereto of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest
and Additional Amounts, if any; but such money and Government Obligations need
not be segregated from other funds except to the extent required by law.



                                       40
<PAGE>

                                   Article 5

                                    REMEDIES

Section 5.1       Events of Default.

                  "Event of Default," wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is specifically deleted
or modified in or pursuant to the related Series Authorization, Board Resolution
or Officers' Certificate establishing the terms of such Series pursuant to this
Indenture:

                  (1) default in the payment of any interest on any Security of
         such series, or any Additional Amounts payable with respect thereto,
         when such interest becomes or such Additional Amounts become due and
         payable, and continuance of such default for a period of 30 days; or

                  (2) default in the payment of the principal of or any premium
         on any Security of such series, or any Additional Amounts payable with
         respect thereto, when such principal or premium becomes or such
         Additional Amounts become due and payable at their Maturity; or

                  (3) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture or the Securities (other than
         a covenant or warranty a default in the performance or the breach of
         which is elsewhere in this Section specifically dealt with or which has
         been expressly included in this Indenture solely for the benefit of a
         series of Securities other than such series), and continuance of such
         default or breach for a period of 60 days after there has been given,
         by registered or certified mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 25% in principal
         amount of the Outstanding 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; or

                  (4) if any event of default as defined in any mortgage,
         indenture or instrument under which there may be issued, or by which
         there may be secured or evidenced, any Indebtedness of the Company for
         borrowed money (other than Indebtedness which is non-recourse to the
         Company) shall happen and shall consist of default in the payment of
         more than $100,000,000 in principal amount of such Indebtedness when
         due (after giving effect to any applicable grace period), and such
         default shall not be cured or such acceleration shall not be rescinded


                                       41
<PAGE>

         or annulled within a period of 30 days after there shall have been
         given, by registered or certified mail, to the Company by the Trustee
         or to the Company and the Trustee by the Holders of at least 25% in
         principal amount of the Outstanding Securities of such series, a
         written notice specifying such event of default and requiring the
         Company to cause such default to be cured or to cause such acceleration
         to be rescinded or annulled or to cause such Indebtedness to be
         discharged and stating that such notice is a "Notice of Default"
         hereunder; or

                  (5) the Company shall fail within 60 days to pay, bond or
         otherwise discharge any uninsured judgment or court order for the
         payment of money in excess of $100,000,000, which is not stayed on
         appeal or is not otherwise being appropriately contested in good faith;
         or

                  (6) the entry by a court having competent jurisdiction of:

                           (a) a decree or order for relief in respect of the
                  Company in an involuntary proceeding under any applicable
                  bankruptcy, insolvency, reorganization (other than a
                  reorganization under a foreign law that does not relate to
                  insolvency) or other similar law and such decree or order
                  shall remain unstayed and in effect for a period of 60
                  consecutive days; or

                           (b) a decree or order adjudging the Company to be
                  insolvent, or approving a petition seeking reorganization
                  (other than a reorganization under a foreign law that does not
                  relate to insolvency), arrangement, adjustment or composition
                  of the Company and such decree or order shall remain unstayed
                  and in effect for a period of 60 consecutive days; or

                           (c) a final and non-appealable order appointing a
                  custodian, receiver, liquidator, assignee, trustee or other
                  similar official of the Company or of any substantial part of
                  the property of the Company, or ordering the winding up or
                  liquidation of the affairs of the Company; or

                  (7) the commencement by the Company of a voluntary proceeding
         under any applicable bankruptcy, insolvency, reorganization (other than
         a reorganization under a foreign law that does not relate to
         insolvency) or other similar law or of a voluntary proceeding seeking
         to be adjudicated insolvent or the consent by the Company to the entry
         of a decree or order for relief in an involuntary proceeding under any
         applicable bankruptcy, insolvency, reorganization or other similar law
         or to the commencement of any insolvency proceedings against it, or the
         filing by the Company of a petition or answer or consent seeking
         reorganization, arrangement, adjustment or composition of the Company
         or relief under any applicable law, or the consent by the Company to
         the filing of such petition or to the appointment of or taking
         possession by a custodian, receiver, liquidator, assignee, trustee or
         similar official of the Company or any substantial part of the property
         of the Company or the making by the Company of an assignment for the
         benefit of creditors, or the taking of corporate action by the Company
         in furtherance of any such action; or



                                       42
<PAGE>

                  (8) any other or substitute Event of Default provided in or
         pursuant to this Indenture or the related Series Authorization with
         respect to Securities of such series.

Section 5.2       Acceleration of Maturity; Rescission and Annulment.

                  If an Event of Default with respect to Securities of any
series at the time Outstanding (other than an Event of Default specified in
clause (7) or (8) of Section 5.1) occurs and is continuing, then the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of such series may declare the principal of all the Securities of
such series, to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal shall become immediately due and payable.

                  If an Event of Default specified in clause (7) or (8) of
Section 5.1 occurs, all unpaid principal of and accrued interest on the
Outstanding Securities of that series shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee
or any Holder of any Security of that series.

                  At any time after a declaration of acceleration with respect
to the Securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of not less than a majority in principal
amount of the Outstanding Securities of such series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

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

                           (a) all overdue installments of any interest on and
                  Additional Amounts with respect to all Securities of such
                  series and any Coupon appertaining thereto,

                           (b) the principal of and any premium on any
                  Securities of such series which have become due otherwise than
                  by such declaration of acceleration and interest thereon and
                  any Additional Amounts with respect thereto at the rate or
                  rates borne by or provided for in such Securities,

                           (c) to the extent that payment of such interest or
                  Additional Amounts is lawful, interest upon overdue
                  installments of any interest and Additional Amounts at the
                  rate or rates borne by or provided for in such Securities, and

                           (d) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel and all other amounts due the Trustee under Section
                  6.6; and



                                       43
<PAGE>

                           (2) all Events of Default with respect to Securities
                  of such series, other than the non-payment of the principal
                  of, any premium and interest on, and any Additional Amounts
                  with respect to 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 5.13. No such
                  rescission shall affect any subsequent default or impair any
                  right consequent thereon.

Section 5.3       Collection of Indebtedness and Suits for Enforcement by
                  Trustee.

                  The Company covenants that if

                           (1) default is made in the payment of any installment
                  of interest on or any Additional Amounts with respect to any
                  Security or any Coupon appertaining thereto when such interest
                  or Additional Amounts shall have become due and payable and
                  such default continues for a period of 30 days, or

                           (2) default is made in the payment of the principal
                  of or any premium on any Security or any Additional Amounts
                  with respect thereto at their Maturity, the Company shall,
                  upon demand of the Trustee, pay to the Trustee, for the
                  benefit of the Holders of such Securities and any Coupons
                  appertaining thereto, the whole amount of money then due and
                  payable with respect to such Securities and any Coupons
                  appertaining thereto, with interest upon the overdue
                  principal, any premium and, to the extent that payment of such
                  interest shall be legally enforceable, upon any overdue
                  installments of interest and Additional Amounts at the rate or
                  rates borne by or provided for in such Securities, and, in
                  addition thereto, such further amount of money as shall be
                  sufficient to cover the costs and expenses of collection,
                  including the reasonable compensation, expenses, disbursements
                  and advances of the Trustee, its agents and counsel and all
                  other amounts due to the Trustee under Section 6.6.

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

                  If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series and any Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy.



                                       44
<PAGE>

Section 5.4       Trustee May File Proofs of Claim.

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

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons 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 of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 6.6.

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

Section 5.5       Trustee May Enforce Claims without Possession of Securities
                  or Coupons.

                  All rights of action and claims under this Indenture or any of
the Securities or Coupons may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or Coupons 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 or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of the
Securities or Coupons in respect of which such judgment has been recovered.



                                       45
<PAGE>

Section 5.6       Application of Money Collected.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
or any premium, interest or Additional Amounts, upon presentation of the
Securities or Coupons, or both, as the case may be, 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 and any
         predecessor Trustee under Section 6.6;

                  SECOND: To the payment of the amounts then due and unpaid upon
          the Securities and any Coupons for principal and any premium, interest
          and Additional Amounts 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 aggregate amounts due and payable on
          such Securities and Coupons for principal and any premium, interest
          and Additional Amounts, respectively;

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

Section 5.7       Limitations on Suits.

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

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

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

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

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

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



                                       46
<PAGE>

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 or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all such Holders.

Section 5.8       Unconditional Right of Holders to Receive Principal and any
                  Premium, Interest and Additional Amounts.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject
to Section 3.5 and Section 3.7) interest on, and any Additional Amounts with
respect to such Security or payment of such Coupon, as the case may be, on the
respective Stated Maturity or Maturities therefor specified in such Security or
Coupon (or, in the case of redemption, on the Redemption Date or, in the case of
repayment at the option of such Holder if provided with respect to such
Security, on the date such repayment is due) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.

Section 5.9       Restoration of Rights and Remedies.

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

Section 5.10      Rights and Remedies Cumulative.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities or Coupons in the
last paragraph of Section 3.6, no right or remedy herein conferred upon or
reserved to the Trustee or to each and every Holder of a Security or a Coupon is
intended to be exclusive of any other right or remedy, and every right and
remedy, to the extent permitted by law, shall 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, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11      Delay or Omission Not Waiver.

                  No delay or omission of the Trustee or of any Holder of any
Security or Coupon 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 any Holder of a Security or a Coupon
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by such Holder, as the case may be.



                                       47
<PAGE>

Section 5.12      Control by Holders of Securities.

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

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture or with the Securities of such series,

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

                  (3) such direction is not unduly prejudicial to the rights of
         the other Holders of Securities of such series not joining in such
         action.

Section 5.13      Waiver of Past Defaults.

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

                  (1) in the payment of the principal of, any premium or
         interest on, or any Additional Amounts with respect to, any Security of
         such series or any Coupons appertaining thereto, or

                  (2) in respect of a covenant or provision hereof which under
         Article 9 cannot be modified or amended without the consent of the
         Holder of each Outstanding Security of such series affected.

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

Section 5.14      Waiver of Usury, Stay or Extension Laws.

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



                                       48
<PAGE>

Section 5.15      Undertaking for Costs.

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of any 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 5.1 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on or
Additional Amounts, if any, with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date, and, in the case of repayment or
repurchase, on or after the date for repayment or repurchase) or for the
enforcement of the right, if any, to convert or exchange any Security into
Common Stock or other securities in accordance with its terms.

                                   Article 6
                                   THE TRUSTEE

Section 6.1       Certain Rights of Trustee.

                  Subject to Sections 315(a) through 315(d) of the Trust
Indenture Act:

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

                  (2) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or a Company Order
         (in each case, other than delivery of any Security, together with any
         Coupons appertaining thereto, to the Trustee for authentication and
         delivery pursuant to Section 3.3 which shall be sufficiently evidenced
         as provided therein) and any resolution of the Board of Directors may
         be sufficiently evidenced by a Board Resolution;

                  (3) 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 shall be herein specifically prescribed)
         may, in the absence of bad faith on its part, rely upon an Officers'
         Certificate;



                                       49
<PAGE>

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

                  (5) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by or pursuant to this Indenture
         or the related Series Authorization at the request or direction of any
         of the Holders of Securities of any series or any Coupons appertaining
         thereto pursuant to this Indenture, unless such Holders shall have
         offered to the Trustee such security or indemnity as is reasonably
         satisfactory to it against the costs, expenses and liabilities which
         might be incurred by it in compliance with such request or direction;

                  (6) 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, coupon or other paper or document, but
         the Trustee, in its discretion, may but shall not be obligated to make
         such further inquiry or investigation into such facts or matters as it
         may see fit, and, if the Trustee shall determine to make such further
         inquiry or investigation, it shall be entitled to examine, during
         business hours and upon reasonable notice, the books, records and
         premises of the Company, personally or by agent or attorney;

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

                  (8) the Trustee shall not be liable for any action taken or
         error of judgment made in good faith by a Responsible Officer or
         Responsible Officers of the Trustee, unless it shall be proved that the
         Trustee was negligent, acted in bad faith or engaged in willful
         misconduct;

                  (9) the Authenticating Agent, Paying Agent, and Security
         Registrar shall have the same protections as the Trustee set forth
         hereunder;

                  (10) the Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it in good faith in
         accordance with an Act of the Holders hereunder, and, to the extent not
         so provided herein, with respect to any act requiring the Trustee to
         exercise its own discretion, relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee, or
         exercising any trust or power conferred upon the Trustee, under this
         Indenture or any Securities, unless it shall be proved that, in
         connection with any such action taken, suffered or omitted or any such
         act, the Trustee was negligent, acted in bad faith or engaged in
         willful misconduct;

                  (11) the Trustee is not responsible to see that the Company or
         any other Person is maintaining any insurance required by the
         Indenture;



                                       50
<PAGE>

                  (12) the Trustee shall not be responsible for the recording,
         rerecording, filing of UCC Statements or UCC Continuation Statements;

                  (13) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any certificates or
         opinions furnished to the Trustee which conform to the requirements of
         the Indenture;

                  (14) Except during the continuance of an Event of Default, the
         Trustee undertakes to perform such duties and only such duties as are
         specifically set forth in this Indenture and no implied covenants or
         obligations shall be read into this Indenture against the Trustee;

                  (15) Except as expressly required by the terms of this
         Indenture, none of the provisions of this Indenture shall require the
         Trustee to expend or risk its own funds or otherwise incur any
         liability, financial or otherwise, in the performance of any of its
         duties hereunder, or in the exercise of any of its rights or powers if
         it shall have reasonable grounds for believing that repayment of such
         funds or indemnity satisfactory to it against such risk or liability is
         not assured to it; and

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

Section 6.2       Notice of Defaults.

                  Within 90 days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit by mail
to all Holders of Securities of such series entitled to receive reports pursuant
to Section 7.3(3), notice of such default hereunder actually known to a
Responsible Officer of the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
of the principal of (or premium, if any), or interest, if any, on, or Additional
Amounts or any sinking fund or purchase fund installment with respect to, any
Security of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the best interest of
the Holders of Securities and Coupons of such series; and provided, further,
that in the case of any default of the character specified in Section 5.1(5)
with respect to Securities of such series, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.

Section 6.3       Not Responsible for Recitals or Issuance of Securities.

                  The recitals contained herein and in the Securities, except
the Trustee's certificate of authentication, and in any Coupons shall be taken
as the statements of the Company and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons, except that the Trustee represents that it is duly


                                       51
<PAGE>

authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

Section 6.4       May Hold Securities.

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other Person that may be an agent of the Trustee or
the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, may otherwise deal with the Company with the same rights it
would have if it were not the Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other Person.

Section 6.5       Money Held in Trust.

                  Except as provided in Section 4.3 and Section 10.3, money held
by the Trustee in trust hereunder need not be segregated from other funds except
to the extent required by law and shall be held uninvested. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed to in writing with the Company.

Section 6.6       Compensation and Reimbursement.

                  The Company agrees:

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

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

                  (3) to indemnify the Trustee and its agents, officers,
         directors and employees for, and to hold them harmless against, any
         loss, liability or expense incurred, arising out of or in connection
         with the acceptance or administration of the trust or trusts hereunder,
         including the costs and expenses of defending themselves against any
         claim or liability in connection with the exercise or performance of
         any of their powers or duties hereunder, except to the extent that any
         such loss, liability or expense was due to the Trustee's negligence or
         bad faith.



                                       52
<PAGE>

                  As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a lien prior to the
Securities of any series upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of, and
premium or interest on or any Additional Amounts with respect to Securities or
any Coupons appertaining thereto.

                  To the extent permitted by law, any compensation or expense
incurred by the Trustee after a default specified in or pursuant to Section 5.1
is intended to constitute an expense of administration under any then applicable
bankruptcy or insolvency law. "Trustee" for purposes of this Section 6.6 shall
include any predecessor Trustee but the negligence or bad faith of any Trustee
shall not affect the rights of any other Trustee under this Section 6.6.

                  The provisions of this Section 6.6 shall survive the
satisfaction and discharge of this Indenture or the earlier resignation or
removal of the Trustee and shall apply with equal force and effect to the
Trustee in its capacity as Authenticating Agent, Paying Agent or Security
Registrar.

Section 6.7       Corporate Trustee Required; Eligibility.

                  There shall at all times be a Trustee hereunder that is a
Corporation organized and doing business under the laws of the United States of
America, any state thereof or the District of Columbia, that is eligible under
Section 310(a)(1) of the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act and that has a combined
capital and surplus (computed in accordance with Section 310(a)(2) of the Trust
Indenture Act) of at least $50,000,000, and that is subject to supervision or
examination by Federal or state authority. 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 6.8       Resignation and Removal; Appointment of Successor.

                  (1) 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 pursuant to Section 6.9.

                  (2) The Trustee may resign at any time with respect to the
         Securities of one or more series by giving written notice thereof to
         the Company. If the instrument of acceptance by a successor Trustee
         required by Section 6.9 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 such series.

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



                                       53
<PAGE>

                  (4) If at any time:

                           (a) the Trustee shall fail to comply with the
                  obligations imposed upon it under Section 310(b) of the Trust
                  Indenture Act with respect to Securities of any series after
                  written request therefor by the Company or any Holder of a
                  Security of such series who has been a bona fide Holder of a
                  Security of such series for at least six months, or

                           (b) the Trustee shall cease to be eligible under
                  Section 6.7 and shall fail to resign after written request
                  therefor by the Company or any such Holder, or

                           (c) 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, (i) the Company, by or pursuant to a Board
          Resolution, may remove the Trustee with respect to all Securities or
          the Securities of such series, or (ii) subject to Section 315(e) of
          the Trust Indenture Act, any Holder of a Security who has been a bona
          fide Holder of a Security of such series for at least six months may,
          on behalf of himself and all others similarly situated, petition any
          court of competent jurisdiction for the removal of the Trustee with
          respect to all Securities of such series and the appointment of a
          successor Trustee or Trustees.

                  (5) If the Trustee shall resign, be removed or become
         incapable of acting, or if a vacancy shall occur in the office of
         Trustee for any cause, with respect to the Securities of one or more
         series, the Company, by or pursuant to a Board Resolution, shall
         promptly appoint a successor Trustee or Trustees with respect to the
         Securities of such series (it being understood that any such successor
         Trustee may be appointed with respect to the Securities of one or more
         or all of such series and that at any time there shall be only one
         Trustee with respect to the Securities of any particular series) and
         shall comply with the applicable requirements of Section 6.9. If,
         within one year after such resignation, removal or incapacity, or the
         occurrence of such vacancy, a successor Trustee with respect to the
         Securities of any series shall be appointed by Act of the Holders of a
         majority in principal amount of the Outstanding Securities of such
         series delivered to the Company and the retiring Trustee, the successor
         Trustee so appointed shall, forthwith upon its acceptance of such
         appointment in accordance with the applicable requirements of Section
         6.9, become the successor Trustee with respect to the Securities of
         such series and to that extent supersede the successor Trustee
         appointed by the Company. If no successor Trustee with respect to the
         Securities of any series shall have been so appointed by the Company or
         the Holders of Securities and accepted appointment in the manner
         required by Section 6.9, any Holder of a Security who has been a bona
         fide Holder of a Security of such series for at least six months may,
         on behalf of himself and all others similarly situated, petition any
         court of competent jurisdiction for the appointment of a successor
         Trustee with respect to the Securities of such series.



                                       54
<PAGE>

                  (6) The Company shall give notice of each resignation and each
         removal of the Trustee with respect to the Securities of any series and
         each appointment of a successor Trustee with respect to the Securities
         of any series by mailing written notice of such event by first-class
         mail, postage prepaid, to the Holders of Registered Securities, if any,
         of such series as their names and addresses appear in the Security
         Register and, if Securities of such series are issued as Bearer
         Securities, by publishing notice of such event once in an Authorized
         Newspaper in each Place of Payment located outside the United States.
         Each notice shall include the name of the successor Trustee with
         respect to the Securities of such series and the address of its
         Corporate Trust Office.

                  (7) In no event shall any retiring Trustee be liable for the
         acts or omissions of any successor Trustee hereunder.

Section 6.9       Acceptance of Appointment by Successor.

                  (1) Upon the appointment hereunder of any successor Trustee
         with respect to all Securities, such successor Trustee so appointed
         shall execute, acknowledge and deliver to the Company and 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 hereunder of the retiring Trustee; but, on the written request
         of the Company or such successor Trustee, such retiring Trustee, upon
         payment of its charges, shall execute and deliver an instrument
         transferring to such successor Trustee all the rights, powers and
         trusts of the retiring Trustee and, subject to Section 10.3, shall duly
         assign, transfer and deliver to such successor Trustee all property and
         money held by such retiring Trustee hereunder, subject nevertheless to
         its claim, if any, provided for in Section 6.6.

                  (2) Upon the appointment hereunder of any successor Trustee
         with respect to the Securities of one or more (but not all) series, the
         Company, the retiring Trustee and such successor Trustee 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, such successor Trustee all the rights, powers,
         trusts and duties of the retiring Trustee with respect to the
         Securities of that or those series to which the appointment of such
         successor Trustee relates, (2) if the retiring Trustee is not retiring
         with respect to all Securities, shall contain such provisions as shall
         be deemed necessary or desirable to confirm that all the rights,
         powers, trusts and duties of the retiring Trustee with respect to the
         Securities of that or those series as to which the retiring Trustee is
         not retiring shall continue to be vested in the retiring Trustee, and
         (3) shall add to or change any of the provisions of this Indenture as
         shall be necessary to provide for or facilitate the administration of
         the trusts hereunder by more than one Trustee, it being understood that
         nothing herein or in such supplemental indenture shall constitute such
         Trustees co-trustees of the same trust, that each such Trustee shall be
         trustee of a trust or trusts hereunder separate and apart from any
         trust or trusts hereunder administered by any other such Trustee and
         that no Trustee shall be responsible for any notice given to, or
         received by, or any act or failure to act on the part of any other
         Trustee hereunder, and, upon the execution and delivery of such
         supplemental indenture, the resignation or removal of the retiring
         Trustee shall become effective to the extent provided therein, such
         retiring Trustee shall have no further responsibility for the exercise


                                       55
<PAGE>

         of rights and powers or for the performance of the duties and
         obligations vested in the Trustee under this Indenture with respect to
         the Securities of that or those series to which the appointment of such
         successor Trustee relates other than as hereinafter expressly set
         forth, 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 with respect to the Securities of that
         or those series to which the appointment of such successor Trustee
         relates; but, on written request of the Company or such successor
         Trustee, such retiring Trustee, upon payment of its charges with
         respect to the Securities of that or those series to which the
         appointment of such successor Trustee relates and subject to Section
         10.3 shall duly assign, transfer and deliver to such successor Trustee,
         to the extent contemplated by such supplemental indenture, the property
         and money held by such retiring Trustee hereunder with respect to the
         Securities of that or those series to which the appointment of such
         successor Trustee relates, subject to its claim, if any, provided for
         in Section 6.6.

                  (3) Upon request of any Person appointed hereunder as a
         successor Trustee, the Company shall execute any and all instruments
         for more fully and certainly vesting in and confirming to such
         successor Trustee all such rights, powers and trusts referred to in
         paragraph (1) or (2) of this Section, as the case may be.

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

Section 6.10      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, shall be the successor of the Trustee hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.
In case any Securities shall have been authenticated but not delivered by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.

Section 6.11      Appointment of Authenticating Agent.

                  The Trustee may appoint one or more Authenticating Agents
acceptable to the Company with respect to one or more series of Securities which
shall be authorized to act on behalf of the Trustee to authenticate Securities
of that or those series issued upon original issue, exchange, registration of
transfer, partial redemption or partial repayment or pursuant to Section 3.6,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.



                                       56
<PAGE>

                  Each Authenticating Agent must be acceptable to the Company
and, except as provided in or pursuant to this Indenture or the related Series
Authorization, shall at all times be a corporation that would be permitted by
the Trust Indenture Act to act as trustee under an indenture qualified under the
Trust Indenture Act, is authorized under applicable law and by its charter to
act as an Authenticating Agent and has a combined capital and surplus (computed
in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect specified in this Section.

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

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and 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 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 and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. 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 each Authenticating Agent from time
to time reasonable compensation for its services under this Section. If the
Trustee makes such payments, it shall be entitled to be reimbursed for such
payments, subject to the provisions of Section 6.6.

                  The provisions of Section 3.8, Section 6.3 and Section 6.4
shall be applicable to each Authenticating Agent.



                                       57
<PAGE>

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

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

                                       BANKERS TRUST COMPANY, as Trustee

                                       By______________________________________
                                       as Authenticating Agent

                                       By______________________________________
                                       Authorized Officer

                  If all of the Securities of any series may not be originally
issued at one time, and if the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested in writing (which writing need
not be accompanied by or contained in an Officers' Certificate by the Company),
shall appoint in accordance with this Section an Authenticating Agent having an
office in a Place of Payment designated by the Company with respect to such
series of Securities.

                                   Article 7
                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1       Company to Furnish Trustee Names and Addresses of Holders.

                  In accordance with Section 312(a) of the Trust Indenture Act,
the Company shall furnish or cause to be furnished to the Trustee

                  (1) semi-annually with respect to Securities of each series
         not later than May 1 and November 1 of the year or upon such other
         dates as are set forth in or pursuant to the Board Resolution or
         indenture supplemental hereto authorizing such series, a list, in each
         case in such form as the Trustee may reasonably require, of the names
         and addresses of Holders as of the applicable date, and

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

provided, however, that so long as the Trustee is the Security Registrar no such
list shall be required to be furnished.



                                       58
<PAGE>

Section 7.2       Preservation of Information; Communications to Holders.

                  The Trustee shall comply with the obligations imposed upon it
pursuant to Section 312 of the Trust Indenture Act.

                  Every Holder of Securities or Coupons, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company, the Trustee, any Paying Agent or any Security Registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Securities in accordance with Section 312(c) of
the Trust Indenture 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
Trust Indenture Act.

Section 7.3       Reports by Trustee.

                  (1) Within 60 days after September 15 of each year commencing
         with the first September 15 following the first issuance of Securities
         pursuant to Section 3.1, if required by Section 313(a) of the Trust
         Indenture Act, the Trustee shall transmit, pursuant to Section 313(c)
         of the Trust Indenture Act, a brief report dated as of such September
         15 with respect to any of the events specified in said Section 313(a)
         which may have occurred since the later of the immediately preceding
         September 15 and the date of this Indenture.

                  (2) The Trustee shall transmit the reports required by Section
         313(a) of the Trust Indenture Act at the times specified therein.

                  (3) Reports pursuant to this Section shall be transmitted in
         the manner and to the Persons required by Sections 313(c) and 313(d) of
         the Trust Indenture Act.

Section 7.4       Reports by Company.

                  The Company, pursuant to Section 314(a) of the Trust Indenture
Act, shall:

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



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<PAGE>

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

                  (3) transmit within 30 days after the filing thereof with the
         Trustee, in the manner and to the extent provided in Section 313(c) of
         the Trust Indenture Act, such summaries of any information, documents
         and reports required to be filed by the Company pursuant to paragraphs
         (1) and (2) of this Section as may be required by rules and regulations
         prescribed from time to time by the Commission.

                                   Article 8
                 CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES

Section 8.1       Company May Consolidate, Etc., Only on Certain Terms.

                  The Company shall not consolidate or amalgamate with or merge
into any other Person (whether or not affiliated with the Company), or convey,
transfer or lease its properties and assets as an entirety or substantially as
an entirety to any other Person (whether or not affiliated with the Company),
and the Company shall not permit any other Person (whether or not affiliated
with the Company) to consolidate or amalgamate with or merge into the Company or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to the Company; unless:

                  (1) in case the Company shall consolidate or amalgamate with
         or merge into another Person or convey, transfer or lease its
         properties and assets as an entirety or substantially as an entirety to
         any Person, the Person formed by such consolidation or amalgamation 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 as an entirety or substantially as an entirety shall be a
         Corporation organized and existing under the laws of the United States
         of America, any state thereof or the District of Columbia, Bermuda, or
         any other country which is on the date of this Indenture a member of
         the Organization of Economic Cooperation and Development, and shall
         expressly assume, by an indenture (or indentures, if at such time there
         is more than one Trustee) supplemental hereto, executed by the
         successor Person and delivered to the Trustee the due and punctual
         payment of the principal of, any premium and interest on and any
         Additional Amounts with respect to all the Securities and the
         performance of every obligation in this Indenture and the Outstanding
         Securities on the part of the Company to be performed or observed and
         shall provide for conversion or exchange rights in accordance with the
         provisions of the Securities of any series that are convertible or
         exchangeable into Common Stock or other securities;

                  (2) immediately after giving effect to such transaction and
         treating any indebtedness 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 or event which, after
         notice or lapse of time, or both, would become an Event of Default,
         shall have occurred and be continuing; and



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<PAGE>

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

Section 8.2       Successor Person Substituted for Company.

                  Upon any consolidation or amalgamation by the Company with or
merger of the Company into any other Person or any conveyance, transfer or lease
of the properties and assets of the Company substantially as an entirety to any
Person in accordance with Section 8.1, the successor Person formed by such
consolidation or amalgamation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein; and thereafter, except in the case of a lease, the predecessor Person
shall be released from all obligations and covenants under this Indenture, the
Securities and the Coupons.

                                   Article 9
                             SUPPLEMENTAL INDENTURES

Section 9.1       Supplemental Indentures without Consent of Holders.

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

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

                  (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Securities (as shall be specified
         in such supplemental indenture or indentures) or to surrender any right
         or power herein conferred upon the Company; or

                  (3) to add to or change any of the provisions of this
         Indenture to provide that Bearer Securities may be registrable as to
         principal, to change or eliminate any restrictions on the payment of
         principal of, any premium or interest on or any Additional Amounts with
         respect to Securities, to permit Bearer Securities to be issued in
         exchange for Registered Securities, to permit Bearer Securities to be
         exchanged for Bearer Securities of other authorized denominations or to
         permit or facilitate the issuance of Securities in uncertificated form,
         provided any such action shall not adversely affect the interests of
         the Holders of Outstanding Securities of any series or any Coupons
         appertaining thereto in any material respect; or



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<PAGE>

                  (4) to establish the forms or terms of Securities of any
         series and any Coupons appertaining thereto as permitted by Section 2.1
         and Section 3.1; or

                  (5) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 6.9; or

                  (6) to cure any ambiguity or to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture which shall not
         adversely affect the interests of the Holders of Securities of any
         series then Outstanding or any Coupons appertaining thereto in any
         material respect; or

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

                  (8) to add any additional Events of Default with respect to
         all or any series of Securities (as shall be specified in such
         supplemental indenture); or

                  (9) to supplement any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Securities pursuant to
         Article 4, provided that any such action shall not adversely affect the
         interests of any Holder of an Outstanding Security of such series and
         any Coupons appertaining thereto or any other Outstanding Security or
         Coupon in any material respect; or

                  (10) to secure the Securities; or

                  (11) to make provisions with respect to conversion or exchange
         rights of Holders of Securities of any series; or

                  (12) to amend or supplement any provision contained herein or
         in any supplemental indenture, provided that no such amendment or
         supplement shall materially adversely affect the interests of the
         Holders of any Securities then Outstanding.

Section 9.2       Supplemental Indentures with Consent of Holders.

                  With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by or pursuant to a Company's Board
Resolution) and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of


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<PAGE>

modifying in any manner the rights of the Holders of Securities of such series
under this Indenture or of the Securities of such series; provided, however,
that no such supplemental indenture, without the consent of the Holder of each
Outstanding Security affected thereby, shall

                  (1) change the Stated Maturity of the principal of, or any
         premium or installment of interest on or any Additional Amounts with
         respect to, any Security, or reduce the principal amount thereof (or
         modify the calculation of such principal amount) or the rate (or modify
         the calculation of such rate) of interest thereon or any Additional
         Amounts with respect thereto, or any premium payable upon the
         redemption thereof or otherwise, or change the obligation of the
         Company to pay Additional Amounts pursuant to Section 10.4 (except as
         contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or
         change the redemption provisions or adversely affect the right of
         repayment at the option of any Holder as contemplated by Article 13, or
         change the Place of Payment, Currency in which the principal of, any
         premium or interest on, or any Additional Amounts with respect to any
         Security is payable, or impair the right to institute suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or, in the case of redemption, on or after the Redemption Date or, in
         the case of repayment at the option of the Holder, on or after the date
         for repayment), or

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or reduce the
         requirements of Section 15.4 for quorum or voting, or

                  (3) modify any of the provisions of this Indenture relating to
         the subordination of the Securities in a manner adverse to Holders of
         Securities, or

                  (4) modify any of the provisions of this Section, Section 5.13
         or Section 10.6, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby, or

                  (5) make any change that adversely affects the right to
         convert or exchange any Security into or for Common Stock of the
         Company or other securities (whether or not issued by the Company),
         cash or property in accordance with its terms.

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



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<PAGE>

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

Section 9.3       Execution of Supplemental Indentures.

                  As a condition to executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trust created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 315 of the Trust Indenture Act)
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture and an Officers' Certificate stating that all conditions precedent to
the execution of such supplemental indenture have been fulfilled. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

Section 9.4       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 a Security theretofore or thereafter authenticated and delivered
hereunder and of any Coupon appertaining thereto shall be bound thereby.

Section 9.5       Reference in Securities to Supplemental Indentures.

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

Section 9.6       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 9.7       Effect on Senior Indebtedness.

                  No supplemental indenture shall directly or indirectly modify
or eliminate the provisions of Article 16 in any manner which might terminate or
impair the subordination of the Securities of any series to Senior Indebtedness
with respect to such series without the prior written consent of the holders of
such Senior Indebtedness.



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<PAGE>

Section 9.8       Notice of Supplemental Indenture.

                  Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to Section 9.2, the Company shall transmit
to the Holders of Outstanding Securities of any series affected thereby a notice
setting forth the substance of such supplemental indenture.

                                   Article 10
                                    COVENANTS

Section 10.1      Payment of Principal, any Premium, Interest and Additional
                  Amounts.

                  The Company covenants and agrees for the benefit of the
Holders of the Securities of each series that it will duly and punctually pay
the principal of, any premium and interest on and any Additional Amounts with
respect to the Securities of such series in accordance with the terms thereof,
any Coupons appertaining thereto and this Indenture. Any interest due on any
Bearer Security on or before the Maturity thereof, and any Additional Amounts
payable with respect to such interest, shall be payable only upon presentation
and surrender of the Coupons appertaining thereto for such interest as they
severally mature.

Section 10.2      Maintenance of Office or Agency.

                  The Company shall maintain in each Place of Payment for any
series of Securities an Office or Agency where Securities of such series (but
not Bearer Securities, except as otherwise provided below, unless such Place of
Payment is located outside the United States) may be presented or surrendered
for payment, where Securities of such series may be surrendered for registration
of transfer or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company except as otherwise permitted or
required in or pursuant to this Indenture or the related Series Authorization
shall maintain, subject to any laws or regulations applicable thereto, an Office
or Agency in a Place of Payment for such series which is located outside the
United States where Securities of such series and any Coupons appertaining
thereto may be presented and surrendered for payment; provided, however, that if
the Securities of such series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Company shall maintain a Paying Agent in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such Office or Agency. If at any


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<PAGE>

time the Company shall fail to maintain any such required Office or Agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, except that Bearer Securities of such series and any
Coupons appertaining thereto may be presented and surrendered for payment at the
place specified for the purpose with respect to such Securities as provided in
or pursuant to this Indenture or the related Series Authorization, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

                  Except as otherwise provided in or pursuant to this Indenture
or the related Series Authorization, no payment of principal, premium, interest
or Additional Amounts with respect to Bearer Securities shall be made at any
Office or Agency in the United States or by check mailed to any address in the
United States or by wire transfer to an account maintained with a bank located
in the United States; provided, however, if amounts owing with respect to any
Bearer Securities shall be payable in Dollars, payment of principal of, any
premium or interest on and any Additional Amounts with respect to any such
Security may be made at the Corporate Trust Office of the Trustee or any Office
or Agency designated by the Company in the Borough of Manhattan, The City of New
York, if (but only if) payment of the full amount of such principal, premium,
interest or Additional Amounts at all offices outside the United States
maintained for such purpose by the Company in accordance with this Indenture is
illegal or effectively precluded by exchange controls or other similar
restrictions.

                  The Company may also from time to time designate one or more
other Offices or Agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an Office or Agency in each Place of Payment for Securities of any series for
such purposes. The Company shall give prompt written notice to the Trustee of
any such designation or rescission and of any change in the location of any such
other Office or Agency. Unless otherwise provided in or pursuant to this
Indenture or the related Series Authorization, the Company hereby designates as
the Place of Payment for each series of Securities the Borough of Manhattan, The
City of New York, and initially appoints the Corporate Trust Office of the
Trustee as the Office or Agency of the Company in the Borough of Manhattan, The
City of New York for such purpose. The Company may subsequently appoint a
different Office or Agency in the Borough of Manhattan, The City of New York for
the Securities of any series.

                  Unless otherwise specified with respect to any Securities
pursuant to Section 3.1, if and so long as the Securities of any series (i) are
denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency,
or so long as it is required under any other provision of this Indenture, then
the Company will maintain with respect to each such series of Securities, or as
so required, at least one exchange rate agent.

Section 10.3      Money for Securities Payments to Be Held in Trust.

                  If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it shall, on or before each due date
of the principal of, any premium or interest on or Additional Amounts with
respect to any of the Securities of such series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.1 for the Securities of such series) sufficient to pay the principal
or any premium, interest or Additional Amounts so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
shall promptly notify the Trustee in writing of its action or failure so to act.



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<PAGE>

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities, it shall, on or prior to each due date of the
principal of, any premium or interest on or any Additional Amounts with respect
to any Securities of such series, deposit with any Paying Agent a sum (in the
currency or currencies, currency unit or units or composite currency or
currencies described in the preceding paragraph) sufficient to pay the principal
and any premium, interest or Additional Amounts so becoming due, such sum to be
held in trust for the benefit of the Persons entitled thereto, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee in
writing of its action or failure so to act.

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

                  (1) hold all sums held by it for the payment of the principal
         of, any premium or interest on or any Additional Amounts with respect
         to Securities of such series in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such Persons or
         otherwise disposed of as provided in or pursuant to this Indenture or
         the related Series Authorization;

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities of such series) in the making of
         any payment of principal of, any premium or interest on or any
         Additional Amounts with respect to the Securities of such series; and

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

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

                  Except as otherwise provided herein or pursuant hereto, 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, any premium or interest
on or any Additional Amounts with respect to any Security of any series or any
Coupon appertaining thereto and remaining unclaimed for two years after such
principal or any such premium or interest or any such Additional Amounts shall
have become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security or any Coupon appertaining thereto shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, at the expense of the Company may cause to
be published once, in an Authorized Newspaper in each Place of Payment for such
series or to be mailed to Holders of Registered Securities of such series, or


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<PAGE>

both, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication
or mailing nor shall it be later than two years after such principal or any
premium or interest or Additional Amounts shall have become due and payable, any
unclaimed balance of such money then remaining will be repaid to the Company.

Section 10.4      Additional Amounts.

                  All payments of principal of and premium, if any, interest and
any other Amounts on, or in respect of, the Securities of any series or any
Coupon appertaining thereto shall be made without withholding or deduction at
source for, or on account of, any present or future taxes, fees, duties,
assessments or governmental charges of whatever nature imposed or levied by or
on behalf of Bermuda or any other jurisdiction in which the Company is organized
(each, a "taxing jurisdiction") or any political subdivision or taxing authority
thereof or therein, unless such taxes, fees, duties, assessments or governmental
charges are required to be withheld or deducted by (i) the laws (or any
regulations or ruling promulgated thereunder) of a taxing jurisdiction or any
political subdivision or taxing authority thereof or therein or (ii) an official
position regarding the application, administration, interpretation or
enforcement of any such laws, regulations or rulings (including, without
limitation, a holding by a court of competent jurisdiction or by a taxing
authority in a taxing jurisdiction or any political subdivision thereof). If a
withholding or deduction at source is required, the Company shall, subject to
certain limitations and exceptions set forth below, pay to the Holder of any
such Security or any Coupon appertaining thereto such Additional Amounts as may
be necessary so that every net payment of principal, premium, if any, interest
or any other amount made to such Holder, after such withholding or deduction,
shall not be less than the amount provided for in such Security, any Coupons
appertaining thereto and this Indenture to be then due and payable; provided,
however, that the Company shall not be required to make payment of such
Additional Amounts for or on account of:

                  (1) any tax, fee, duty, assessment or governmental charge of
         whatever nature which would not have been imposed but for the fact that
         such Holder: (A) was a resident, domiciliary or national of, or engaged
         in business or maintained a permanent establishment or was physically
         present in, the relevant taxing jurisdiction or any political
         subdivision thereof or otherwise had some connection with the relevant
         taxing jurisdiction other than by reason of the mere ownership of, or
         receipt of payment under, such Security; (B) presented such Security
         for payment in the relevant taxing jurisdiction or any political
         subdivision thereof, unless such Security could not have been presented
         for payment elsewhere; or (C) presented such Security more than thirty
         (30) days after the date on which the payment in respect of such
         Security first became due and payable or provided for, whichever is
         later, except to the extent that the Holder would have been entitled to
         such Additional Amounts if it had presented such Security for payment
         on any day within such period of thirty (30) days;

                  (2) any estate, inheritance, gift, sale, transfer, personal
         property or similar tax, assessment or other governmental charge;



                                       68
<PAGE>

                  (3) any tax, assessment or other governmental charge that is
         imposed or withheld by reason of the failure by the Holder or the
         beneficial owner of such Security to comply with any reasonable request
         by the Company addressed to the Holder within 90 days of such request
         (A) to provide information concerning the nationality, residence or
         identity of the Holder or such beneficial owner or (B) to make any
         declaration or other similar claim or satisfy any information or
         reporting requirement, which, in the case of (A) or (B), is required or
         imposed by statute, treaty, regulation or administrative practice of
         the relevant taxing jurisdiction or any political subdivision thereof
         as a precondition to exemption from all or part of such tax, assessment
         or other governmental charge; or

                  (4) any combination of items (1), (2) and (3);

nor shall Additional Amounts be paid with respect to any payment of the
principal of, or premium, if any, interest or any other amounts on, any such
Security to any Holder who is a fiduciary or partnership or other than the sole
beneficial owner of such Security to the extent such payment would be required
by the laws of the relevant taxing jurisdiction (or any political subdivision or
relevant taxing authority thereof or therein) to be included in the income for
tax purposes of a beneficiary or partner or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to such Additional Amounts had it been the Holder of the
Security.

                  Whenever in this Indenture there is mentioned, in any context,
the payment of the principal of or any premium, interest or any other amounts
on, or in respect of, any Security of any series or any Coupon or the net
proceeds received on the sale or exchange of any Security of any series, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established hereby or pursuant hereto to
the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms, and express mention of the
payment of Additional Amounts (if applicable) in any provision hereof shall not
be construed as excluding the payment of Additional Amounts in those provisions
hereof where such express mention is not made.

                  Except as otherwise provided in or pursuant to this Indenture
or the related Series Authorization of the applicable series, at least 10 days
prior to the first Interest Payment Date with respect to a series of Securities
(or if the Securities of such series shall not bear interest prior to Maturity,
the first day on which a payment of principal is made), and at least 10 days
prior to each date of payment of principal or interest if there has been any
change with respect to the matters set forth in the below-mentioned Officers'
Certificate, the Company shall furnish to the Trustee and the principal Paying
Agent or Paying Agents, if other than the Trustee, an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and premium, if any, interest or any other amounts on
the Securities of such series shall be made to Holders of Securities of such
series or the Coupons appertaining thereto without withholding for or on account
of any tax, fee, duty, assessment or other governmental charge described in this
Section 10.4 If any such withholding shall be required, then such Officers'
Certificate shall specify by taxing jurisdiction the amount, if any, required to
be withheld on such payments to such Holders of Securities or Coupons, and the
Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts
required by this Section 10.4 The Company covenants to indemnify the Trustee and


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any Paying Agent for, and to hold them harmless against, any loss, liability or
expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers' Certificate furnished pursuant to this Section 10.4

Section 10.5      Corporate Existence.

                  Subject to Article 8, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and rights (charter and statutory) and franchises; provided, however,
that the foregoing shall not obligate the Company to preserve any such right or
franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of its business that the loss thereof is not
disadvantageous in any material respect to any Holder.

Section 10.6      Waiver of Certain Covenants.

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Section 10.4 with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities of such
series, by Act of such Holders, either shall waive such compliance in such
instance or generally shall have waived compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.

Section 10.7      Company Statement as to Compliance; Notice of Certain
                  Defaults.

                  (1) The Company shall deliver to the Trustee, within 120 days
         after the end of each fiscal year, a written statement (which need not
         be contained in or accompanied by an Officers' Certificate) signed by
         the principal executive officer, the principal financial officer or the
         principal accounting officer of the Company, stating that

                           (a) a review of the activities of the Company during
                  such year and of its performance under this Indenture has been
                  made under his or her supervision, and

                           (b) to the best of his or her knowledge, based on
                  such review, (a) the Company has complied with all the
                  conditions and covenants imposed on it under this Indenture
                  throughout such year, or, if there has been a default in the
                  fulfillment of any such condition or covenant, specifying each
                  such default known to him or her and the nature and status
                  thereof, and (b) no event has occurred and is continuing which
                  is, or after notice or lapse of time or both would become, an
                  Event of Default, or, if such an event has occurred and is
                  continuing, specifying each such event known to him and the
                  nature and status thereof.



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<PAGE>

                  (2) The Company shall deliver to the Trustee, within five days
         after the occurrence thereof, written notice of any Event of Default or
         any event which after notice or lapse of time or both would become an
         Event of Default pursuant to clause (4) of Section 5.1.

                  (3) The Trustee shall have no duty to monitor the Company's
         compliance with the covenants contained in this Article 10 other than
         as specifically set forth in this Section 10.7.

Section 10.8      Calculation of Original Issue Discount.

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

                                   Article 11
                            REDEMPTION OF SECURITIES

Section 11.1      Applicability of Article.

                  Redemption of Securities of any series as permitted or
required by the terms of such Securities shall be made in accordance with the
terms of such Securities and (except as otherwise provided herein or pursuant
hereto) this Article.

Section 11.2      Election to Redeem; Notice to Trustee.

                  The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company of (a) less than all of the Securities of any series or
(b) all of the Securities of any series, with the same issue date, interest rate
or formula, Stated Maturity and other terms, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed.

Section 11.3      Selection by Trustee of Securities to be Redeemed.

                  If less than all of the Securities of any series with the same
issue date, interest rate or formula, Stated Maturity and other terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of Registered
Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security of
such series established herein or pursuant hereto.



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<PAGE>

                  The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

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

                  Unless otherwise specified in or pursuant to this Indenture or
the related Series Authorization of any series, if any Security selected for
partial redemption is converted into Common Stock of the Company or exchanged
for other securities in part before termination of the conversion or exchange
right with respect to the portion of the Security so selected, the converted
portion of such Security shall be deemed (so far as may be) to be the portion
selected for redemption. Securities which have been converted or exchanged
during a selection of Securities to be redeemed shall be treated by the Trustee
as Outstanding for the purpose of such selection.

Section 11.4      Notice of Redemption.

                  Notice of redemption shall be given in the manner provided in
Section 1.6, not less than 30 nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified in the Securities to be redeemed, to
the Holders of Securities to be redeemed. Failure to give notice by mailing in
the manner herein provided to the Holder of any Registered Securities designated
for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

                  Any notice that is mailed to the Holder of any Registered
Securities in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not such Holder receives the notice.

                  All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all Outstanding Securities of any series are
         to be redeemed, the identification (and, in the case of partial
         redemption, the principal amount) of the particular Security or
         Securities to be redeemed,

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



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<PAGE>

                  (5) that, on the Redemption Date, the Redemption Price shall
         become due and payable upon each such Security or portion thereof to be
         redeemed, in the case of a Registered Security, together with any
         accrued interest and Additional Amounts pertaining thereto, and that
         unless the Company shall default in the payment of the Redemption Price
         and other amounts then due, interest thereon, if applicable, shall
         cease to accrue on and after said date,

                  (6) the place or places where such Securities, together (in
         the case of Bearer Securities) with all Coupons appertaining thereto,
         if any, maturing on or after the Redemption Date, are to be surrendered
         for payment of the Redemption Price and any accrued interest and
         Additional Amounts pertaining thereto,

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

                  (8) that, unless otherwise specified in such notice, Bearer
         Securities of any series, if any, surrendered for redemption must be
         accompanied by all Coupons maturing subsequent to the date fixed for
         redemption or the amount of any such missing Coupon or Coupons will be
         deducted from the Redemption Price, unless security or indemnity
         satisfactory to the Company, the Trustee and any Paying Agent is
         furnished,

                  (9) if Bearer Securities of any series are to be redeemed and
         no Registered Securities of such series are to be redeemed, and if such
         Bearer Securities may be exchanged for Registered Securities not
         subject to redemption on the Redemption Date pursuant to Section 3.5 or
         otherwise, the last date, as determined by the Company, on which such
         exchanges may be made,

                  (10) in the case of Securities of any series that are
         convertible into Common Stock of the Company or exchangeable for other
         securities, the conversion or exchange price or rate, the date or dates
         on which the right to convert or exchange the principal of the
         Securities of such series to be redeemed will commence or terminate and
         the place or places where such Securities may be surrendered for
         conversion or exchange, and

                  (11) the CUSIP number or the Euroclear or the Cedel reference
         numbers of such Securities, if any (or any other numbers used by a
         Depository to identify such Securities).

                  A notice of redemption published as contemplated by Section
1.6 need not identify particular Registered Securities to be redeemed.

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

Section 11.5      Deposit of Redemption Price.

                  On or prior to any Redemption Date, the Company shall deposit,
with respect to the Securities of any series called for redemption, with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) an amount of
money in the applicable Currency sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date, unless


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otherwise specified pursuant to Section 3.1 or in the Securities of such series)
any accrued interest on and Additional Amounts with respect thereto, all such
Securities or portions thereof which are to be redeemed on that date.

Section 11.6      Securities Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, become due and payable on the Redemption
Date, at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and any
accrued interest or Additional Amounts) such Securities shall cease to bear
interest and the Coupons for such interest appertaining to any Bearer Securities
so to be redeemed, except to the extent provided below, shall be void. Upon
surrender of any such Security for redemption in accordance with said notice,
together with all Coupons, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption
Price, together with any accrued interest and Additional Amounts to the
Redemption Date; provided, however, that, except as otherwise provided in or
pursuant to the related Series Authorization and the Coupons, installments of
interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and surrender of Coupons
for such interest (at an Office or Agency located outside the United States
except as otherwise provided in Section 10.2), and provided, further, that,
except as otherwise specified in or pursuant to the related Series
Authorization, installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the Regular Record Dates therefor according to their
terms and the provisions of Section 3.7 and installments of interest on
Registered Securities for which the Redemption Date is after a Regular Record
Date and on or before the following Interest Payment Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the Regular Record Dates therefor
according to their terms and the provisions of Section 3.7.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that any interest or Additional Amounts represented by Coupons shall be
payable only upon presentation and surrender of those Coupons at an Office or
Agency for such Security located outside of the United States except as
otherwise provided in Section 10.2.

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



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Section 11.7      Securities Redeemed in Part.

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

                                   Article 12
                                  SINKING FUNDS

Section 12.1      Applicability of Article.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series, except as otherwise
permitted or required in or pursuant to this Indenture or the related Series
Authorization.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of such series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.2 Each sinking fund payment shall be applied
to the redemption of Securities of any series as provided for by the terms of
Securities of such series and this Indenture.

Section 12.2      Satisfaction of Sinking Fund Payments with Securities.

                  The Company may, in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of any series to be made
pursuant to the terms of such Securities (1) deliver Outstanding Securities of
such series (other than any of such Securities previously called for redemption
or any of such Securities in respect of which cash shall have been released to
the Company), together in the case of any Bearer Securities of such series with
all unmatured Coupons appertaining thereto, and (2) apply as a credit Securities
of such series which have been redeemed either at the election of the Company
pursuant to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such series of Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. If, as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section


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12.2, the principal amount of Securities of such series to be redeemed in order
to satisfy the remaining sinking fund payment shall be less than $100,000, the
Trustee need not call Securities of such series for redemption, except upon
Company Request, and such cash payment shall be held by the Trustee or a Paying
Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall at the written request of
the Company from time to time pay over and deliver to the Company any cash
payment so being held by the Trustee or such Paying Agent upon delivery by the
Company to the Trustee of Securities of that series purchased by the Company
having an unpaid principal amount equal to the cash payment requested to be
released to the Company.

Section 12.3      Redemption of Securities for Sinking Fund.

                  Not less than 75 days prior to each sinking fund payment date
for any series of Securities, the Company shall deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing mandatory
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 12.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.3 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 11.6 and Section 11.7.

                                   Article 13
                       REPAYMENT AT THE OPTION OF HOLDERS

Section 13.1      Applicability of Article.

                  Securities of any series which are repayable at the option of
the Holders thereof before their Stated Maturity shall be repaid in accordance
with the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 3.9, shall
not operate as a payment, redemption or satisfaction of the Indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a written directive that
such Securities be cancelled. Notwithstanding anything to the contrary contained
in this Section 13.1, in connection with any repayment of Securities, the
Company may arrange for the purchase of any Securities by an agreement with one
or more investment bankers or other purchasers to purchase such Securities by


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paying to the Holders of such Securities on or before the close of business on
the repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

                                   Article 14
                        SECURITIES IN FOREIGN CURRENCIES

Section 14.1      Applicability of Article.

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

                                   Article 15
                        MEETINGS OF HOLDERS OF SECURITIES

Section 15.1      Purposes for Which Meetings May Be Called.

                  A meeting of Holders of Securities of any series 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
Act provided by this Indenture to be made, given or taken by Holders of
Securities of such series.

Section 15.2      Call, Notice and Place of Meetings.

                  (1) The Trustee may at any time call a meeting of Holders of
         Securities of any series for any purpose specified in Section 15.1, to
         be held at such time and at such place in the Borough of Manhattan, The
         City of New York, or, if Securities of such series have been issued in
         whole or in part as Bearer Securities, in London or in such place
         outside the United States as the Trustee shall determine. Notice of
         every meeting of Holders of Securities of any series, 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 1.6, not less than 21 nor more than 180 days prior
         to the date fixed for the meeting.

                  (2) In case at any time the Company (by or pursuant to a Board
         Resolution) or the Holders of at least 10% in principal amount of the
         Outstanding Securities of any series shall have requested the Trustee
         to call a meeting of the Holders of Securities of such series for any
         purpose specified in Section 15.1, by written request setting forth in
         reasonable detail the action proposed to be taken at the meeting, and


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         the Trustee shall not have mailed notice of or made the first
         publication of the notice of such meeting within 21 days after receipt
         of such request (whichever shall be required pursuant to Section 1.6)
         or shall not thereafter proceed to cause the meeting to be held as
         provided herein, then the Company or the Holders of Securities of such
         series 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, if Securities of such series are to be issued as Bearer
         Securities, in London for such meeting and may call such meeting for
         such purposes by giving notice thereof as provided in clause (1) of
         this Section.

Section 15.3      Persons Entitled to Vote at Meetings.

                  To be entitled to vote at any meeting of Holders of Securities
of any series, a Person shall be (1) a Holder of one or more Outstanding
Securities of such series, or (2) a Person appointed by an instrument in writing
as proxy for a Holder or Holders of one or more Outstanding Securities of such
series by such Holder or Holders. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of any series 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.

Section 15.4      Quorum; Action.

                  The Persons entitled to vote a majority in principal amount of
the Outstanding Securities of a series shall constitute a quorum for any meeting
of Holders of Securities of such series. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any reconvened meeting, such
reconvened meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such reconvened meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 15.2(1), except that such notice need be
given only once not less than five 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 Securities of such series which shall constitute a quorum.

                  Except as limited by the proviso to Section 9.2, 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 principal amount of the Outstanding Securities of
that series; provided, however, that, except as limited by the proviso to
Section 9.2, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other Act which this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage,
which is less than a majority, in principal amount of the Outstanding Securities
of a series 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
Securities of such series.



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                  Any resolution passed or decision taken at any meeting of
Holders of Securities of any series duly held in accordance with this Section
shall be binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented at
the meeting.

Section 15.5      Determination of Voting Rights; Conduct and Adjournment
                  of Meetings.

                  (1) 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 Securities of such series in
         regard to proof of the holding of Securities of such series 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 Securities shall be proved in the manner
         specified in Section 1.4 and the appointment of any proxy shall be
         proved in the manner specified in Section 1.4 or by having the
         signature of the person executing the proxy witnessed or guaranteed by
         any trust company, bank or banker authorized by Section 1.4 to certify
         to the holding of Bearer Securities. 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 1.4
         or other proof.

                  (2) 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 of Securities as provided in
         Section 5.2(d)(2), in which case the Company or the Holders of
         Securities of the series 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 principal amount of the
         Outstanding Securities of such series represented at the meeting.

                  (3) At any meeting, each Holder of a Security of such series
         or proxy shall be entitled to one vote for each $1,000 principal amount
         of Securities of such series held or represented by him; provided,
         however, that no vote shall be cast or counted at any meeting in
         respect of any 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 Security
         of such series or proxy.

                  (4) Any meeting of Holders of Securities of any series duly
         called pursuant to Section 15.2 at which a quorum is present may be
         adjourned from time to time by Persons entitled to vote a majority in
         principal amount of the Outstanding Securities of such series
         represented at the meeting; and the meeting may be held as so adjourned
         without further notice.



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<PAGE>

Section 15.6      Counting Votes and Recording Action of Meetings.

                  The vote upon any resolution submitted to any meeting of
Holders of Securities of any series shall be by written ballots on which shall
be subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series 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 of Securities of any series 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 15.2 and, if applicable, Section 15.4. 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.

                                   Article 16
                           SUBORDINATION OF SECURITIES

Section 16.1      Agreement to Subordinate.

                  The Company covenants and agrees, and each Holder of
Securities issued hereunder and under any indenture supplemental hereto or
pursuant to a Board Resolution and Officers' Certificate ("Additional
Provisions") by such Holder's acceptance thereof likewise covenants and agrees,
that all Securities shall be issued subject to the provisions of this Article
16; and each Holder of a Security, whether upon original issue or upon transfer
or assignment thereof, accepts and agrees to be bound by such provisions.

                  The payment by the Company of the principal of, any premium
and interest on and any Additional Amounts with respect to all Securities of
each series issued hereunder and under any Additional Provisions shall, to the
extent and in the manner hereinafter set forth and subject to the provisions of
the relates Series Authorization, be subordinate in right of payment to the
prior payment in full of all Senior Indebtedness with respect to such series,
whether outstanding at the date of this Indenture or thereafter incurred.

                  No provision of this Article 16 shall prevent the occurrence
of any default or Event of Default hereunder.

                  All references in this Article 16 to Holders of Securities
shall be deemed to include Holders of Coupons.



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<PAGE>

Section 16.2      Default on Senior Indebtedness.

                  In the event and during the continuation of any default by the
Company in the payment of principal, premium, interest or any other amount due
on any Senior Indebtedness with respect to the Securities of any series, or in
the event that the maturity of any Senior Indebtedness with respect to the
Securities of any series has been accelerated because of a default, then, in
either case, no payment shall be made by the Company with respect to the
principal (including redemption and sinking fund payments) of, any premium or
interest on, or any Additional Amounts with respect to, the Securities of such
series or to acquire such Securities (other than pursuant to the conversion of
such Securities).

                  In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee when such payment is prohibited by the
preceding paragraph of this Section 16.2, such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders of such
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, but only to the
extent that the holders of such Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on such Senior Indebtedness and
only the amounts specified in such notice to the Trustee shall be paid to the
holders of such Senior Indebtedness.

Section 16.3      Liquidation; Dissolution; Bankruptcy.

                  Upon any payment by the Company or distribution of assets of
the Company of any kind or character, whether in cash, property or securities,
to creditors upon any total or partial dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshaling of assets of the Company,
whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or
other similar proceedings relating to the Company or its assets, all amounts due
upon all Senior Indebtedness with respect to the Securities of any series shall
first be paid in full, or payment thereof provided for in money in accordance
with its terms, before any payment is made by the Company on account of the
principal of, premium or interest on, or Additional Amounts with respect to, the
Securities of such series; and in any such case, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders or the Trustee (on behalf of
Holders with respect to the principal of, premium or interest on or Additional
Amounts with respect to, the Securities of such Series) would be entitled to
receive from the Company, except for the provisions of this Article 16, shall be
paid by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or by the
Holders or by the Trustee under this Indenture if received by them or it,
directly to the holders of such Senior Indebtedness (pro rata to such holders
having equal seniority on the basis of the respective amounts of such Senior
Indebtedness held by such holders, as calculated by the Company) or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent


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<PAGE>

necessary to pay such Senior Indebtedness in full, in money or money's worth,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness, before any payment or distribution is made
to the Holders of the Securities of such series or to the Trustee.

                  In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing shall be received by
the Trustee before all such Senior Indebtedness is paid in full, or provision is
made for such payment in money in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or
delivered to the holders of such Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all such Senior Indebtedness remaining unpaid to
the extent necessary to pay such Senior Indebtedness in full in money in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Indebtedness.

                  For purposes of this Article 16, 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 of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article 16 with respect
to the Securities of the relevant series to the payment of all Senior
Indebtedness with respect to the Securities of such series that may at the time
be outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness are not, without the
consent of such holders, altered by such reorganization or readjustment. The
consolidation or amalgamation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following
the conveyance, transfer or lease of its property as an entirety, or
substantially as an entirety, to another Person upon the terms and conditions
provided for in Article 8 of this Indenture shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 16.3
if such other Person shall, as a part of such consolidation, amalgamation,
merger, conveyance or transfer, comply with the conditions stated in Article 8
of this Indenture.

Section 16.4      Subrogation.

                  Subject to the payment in full of all Senior Indebtedness with
respect to the Securities of any series, the rights of the Holders of the
Securities of such series shall be subrogated to the rights of the holders of
such Senior Indebtedness to receive payments or distributions of cash, property
or securities of the Company applicable to such Senior Indebtedness until the
principal of, any premium and interest on, and any Additional Amounts with
respect to, the Securities of such series shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the holders of
such Senior Indebtedness of any cash, property or securities to which the
Holders or the Trustee would be entitled except for the provisions of this
Article 16, and no payment over pursuant to the provisions of this Article 16 to
or for the benefit of the holders of such Senior Indebtedness by Holders of the
Securities of such series or the Trustee, shall, as between the Company, its
creditors other than holders of such Senior Indebtedness, and the Holders of the
Securities of such series, be deemed to be a payment by the Company to or on


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<PAGE>

account of such Senior Indebtedness. It is understood that the provisions of
this Article 16 are and are intended solely for the purposes of defining the
relative rights of the Holders of the Securities of each series, on the one
hand, and the holders of the Senior Indebtedness with respect to the Securities
of such series on the other hand.

                  Nothing contained in this Article 16 or elsewhere in this
Indenture, any Additional Provisions or in the Securities of any series is
intended to or shall impair, as between the Company, its creditors other than
the holders of Senior Indebtedness with respect to the Securities of such
series, and the Holders of the Securities of such series, the obligation of the
Company, which is absolute and unconditional, to pay to the Holders of the
Securities of such series the principal of, any premium and interest on, and any
Additional Amounts with respect to, the Securities of such series 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 of the Securities
of such series and creditors of the Company, other than the holders of such
Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or
the Holder of any Security of such series from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article 16 of the holders of such Senior Indebtedness
in respect of cash, property or securities of the Company, as the case may be,
received upon the exercise of any such remedy.

                  Upon any payment or distribution of assets of the Company
referred to in this Article 16, the Trustee, subject to the provisions of
Article 6 of this Indenture, and the Holders shall be entitled to conclusively
rely upon any order or decree made by any court of competent jurisdiction in
which such dissolution, winding-up, liquidation or reorganization proceedings
are pending, or a certificate of the receiver, trustee in bankruptcy,
liquidation trustee, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of the Securities of any series, for
the purposes of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness with respect to the Securities
of such series and other indebtedness of the Company, as the case may be, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 16.

Section 16.5      Trustee to Effectuate Subordination.

                  Each Holder of Securities by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article 16 and appoints the Trustee such Holder's attorney-in-fact for any
and all such purposes.

Section 16.6      Notice by the Company.

                  The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities of any series pursuant to the provisions of this Article 16.
Notwithstanding the provisions of this Article 16 or any other provision of this
Indenture or any Additional Provisions, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment of monies to or by the Trustee in respect of the Securities of any
series pursuant to the provisions of this Article 16, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof
from the Company or a holder or holders of Senior Indebtedness with respect to


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<PAGE>

the Securities of such series or from any trustee therefor; and before the
receipt of any such written notice, the Trustee, subject to the provisions of
Article 6 of this Indenture, shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have received
the notice provided for in this Section 16.6 at least two Business Days prior to
the date upon which by the terms hereof any money may become payable for any
purpose (including, without limitation, the payment of the principal of, any
premium or interest on, or any Additional Amounts with respect to, any Security
of such series), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purposes for which they were received, and
shall not be affected by any notice to the contrary that may be received by it
within two Business Days prior to such date.

                  The Trustee, subject to the provisions of Article 6 of this
Indenture, shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness with respect to the Securities of any series (or a trustee on
behalf of such holder), to establish that such notice has been given by a holder
of such Senior Indebtedness or a trustee on behalf of any such holder or
holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of such
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article 16, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article 16, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

                  Upon any payment or distribution of assets of the Company
referred to in this Article 16, the Trustee and the Holders shall be entitled to
conclusively rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding-up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
Person making such payment or distribution, delivered to the Trustee or to the
Holders of the Securities of any series, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
Senior Indebtedness with respect to the Securities of such series 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 16.

Section 16.7      Rights of the Trustee; Holders of Senior Indebtedness.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article 16 in respect of any Senior
Indebtedness with respect to the Securities of any series at any time held by
it, to the same extent as any other holder of such Senior Indebtedness, and
nothing in this Indenture or any Additional Provisions shall deprive the Trustee
of any of its rights as such holder.



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<PAGE>

                  With respect to the holders of Senior Indebtedness with
respect to the Securities of any series, the Trustee undertakes to perform or to
observe only such of its covenants and obligations as are specifically set forth
in this Article 16, and no implied covenants or obligations with respect to the
holders of such Senior Indebtedness shall be read into this Indenture or any
Additional Provisions against the Trustee. The Trustee shall not be deemed to
owe any fiduciary duty to the holders of such Senior Indebtedness and, subject
to the provisions of Article 6 of this Indenture, the Trustee shall not be
liable to any holder of such Senior Indebtedness if it shall pay over or deliver
to Holders of the Securities of such series, the Company or any other Person
money or assets to which any holder of such Senior Indebtedness shall be
entitled by virtue of this Article 16 or otherwise.

                  Nothing in this Article 16 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.6.

Section 16.8      Subordination May Not Be Impaired.

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

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness with respect to the Securities of
any series may, at any time and from time to time, without the consent of or
notice to the Trustee or the Holders of Securities of such series, without
incurring responsibility to such Holders and without impairing or releasing the
subordination provided in this Article 16 or the obligations hereunder of the
Holders of the Securities of such series to the holders of such Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, such
Senior Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of such Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

Section 16.9      Application by Trustee of Assets Deposited with It.

                  Amounts deposited in trust with the Trustee pursuant to and in
accordance with this Indenture, including without limitation pursuant to Article
4 hereof, shall be for the sole benefit of the Holders of the Securities and, to
the extent allocated for the payment of Securities, shall not be subject to the
subordination provisions of this Article 16. Otherwise, any deposit of assets
with the Trustee or any Paying Agent (whether or not in trust) for the payment
of any Securities shall be subject to the provisions of Sections 16.1, 16.2, and
16.3; provided that, if prior to two Business Days preceding the date on which
by the terms of this Indenture any such assets may become distributable for any
purpose (including, without limitation, the payment of any amount due on any
Security) the Trustee or such Paying Agent shall not have received with respect


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to such assets the written notice provided for in Section 16.6, then the Trustee
or such Paying Agent shall have full power and authority to receive such assets
and to 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.



                                    * * * * *






















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<PAGE>

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

[SEAL]                                RENAISSANCERE HOLDINGS LTD.

Attest:                               By ____________________________________
                                         Name:
                                         Title:

[SEAL]                                BANKERS TRUST COMPANY,
                                               as Trustee

Attest:                               By ____________________________________
                                         Name:
                                         Title:





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