<PAGE>

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


                            CNF TRANSPORTATION INC.

                                                                          Issuer

                                      to

                 BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,

                                                                         Trustee

                                 ____________

                                   INDENTURE

                                 ____________


                           Dated as of March 8, 2000



================================================================================
<PAGE>

                        Reconciliation and tie between
            Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                 and Indenture

<TABLE>
<CAPTION>
  Trust Indenture
    Act Section                                                                      Indenture Section
-------------------                                                                  -----------------
<S>                                                                                  <C>
(S)310(a)(1)              .........................................................           607
      (a)(2)              .........................................................           607
      (b)                 .........................................................           608
(S)312(a)                 .........................................................           701
      (b)                 .........................................................           702
      (c)                 .........................................................           702
(S)313(a)                 .........................................................           703
      (b)(2)              .........................................................           703
      (c)                 .........................................................           703
      (d)                 .........................................................           703
(S)314(a)                 .........................................................           704
      (c)(1)              .........................................................           102
      (c)(2)              .........................................................           102
      (e)                 .........................................................           102
      (f)                 .........................................................           102
(S)316(a)(last sentence)  .........................................................           101
      (a)(1)(A)           .........................................................           502, 512
      (a)(1)(B)           .........................................................           513
      (b)                 .........................................................           508
(S)317(a)(1)              .........................................................           503
      (a)(2)              .........................................................           504
      (b)                 .........................................................           1003
(S)318(a)                 .........................................................           108
</TABLE>

________________________

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

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
                                  ARTICLE ONE

            Definitions and Other Provisions of General Application

Section 101. Definitions.....................................................  2
Section 102. Compliance Certificates and Opinions............................ 11
Section 103. Form of Documents Delivered to Trustee.......................... 11
Section 104. Acts of Holders................................................. 12
Section 105. Notices, etc.................................................... 14
Section 106. Notice to Holders of Securities; Waiver......................... 14
Section 107. Language of Notices............................................. 15
Section 108. Conflict with Trust Indenture Act............................... 15
Section 109. Effect of Headings and Table of Contents........................ 15
Section 110. Successors and Assigns.......................................... 15
Section 111. Separability Clause............................................. 15
Section 112. Benefits of Indenture........................................... 16
Section 113. Governing Law................................................... 16
Section 114. Legal Holidays.................................................. 16
Section 115. Counterparts.................................................... 16
Section 116. Judgment Currency............................................... 16
Section 117. Extension of Payment Dates...................................... 17
Section 118. Immunity of Stockholders, Directors, Officers and Agents of the
               Company....................................................... 17


                                  ARTICLE TWO

                               Securities Forms

Section 201. Forms Generally................................................. 17
Section 202. Form of Trustee's Certificate of Authentication................. 18
Section 203. Securities in Global Form....................................... 18


                                 ARTICLE THREE

                                The Securities

Section 301. Amount Unlimited; Issuable in Series............................ 19
Section 302. Currency; Denominations......................................... 24
Section 303. Execution, Authentication, Delivery and Dating.................. 24
Section 304. Temporary Securities............................................ 25
Section 305. Registration, Transfer and Exchange............................. 26
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                         <C>
Section 306. Mutilated, Destroyed, Lost and Stolen Securities................ 30
Section 307. Payment of Interest and Certain Additional Amounts; Rights to
               Interest and Certain Additional Amounts Preserved............. 31
Section 308. Persons Deemed Owners........................................... 32
Section 309. Cancellation.................................................... 33
Section 310. Computation of Interest......................................... 33


                                 ARTICLE FOUR

                    Satisfaction and Discharge of Indenture

Section 401. Satisfaction and Discharge...................................... 34
Section 402. Defeasance and Covenant Defeasance.............................. 35
Section 403. Application of Trust Money...................................... 40
Section 404. Effect on Subordination Provisions.............................. 40


                                 ARTICLE FIVE

                                   Remedies

Section 501. Events of Default............................................... 40
Section 502. Acceleration of Maturity; Rescission and Annulment.............. 42
Section 503. Collection of Indebtedness and Suits for Enforcement by
               Trustee....................................................... 43
Section 504. Trustee May File Proofs of Claim................................ 44
Section 505. Trustee May Enforce Claims without Possession of Securities or
               Coupons....................................................... 44
Section 506. Application of Money Collected.................................. 45
Section 507. Limitations on Suits............................................ 45
Section 508. Unconditional Right of Holders to Receive Principal and any
               Premium, Interest and Additional Amounts...................... 46
Section 509. Restoration of Rights and Remedies.............................. 46
Section 510. Rights and Remedies Cumulative.................................. 46
Section 511. Delay or Omission Not Waiver.................................... 47
Section 512. Control by Holders of Securities................................ 47
Section 513. Waiver of Past Defaults......................................... 47
Section 514. Waiver of Usury, Stay or Extension Laws......................... 48
Section 515. Undertaking for Costs........................................... 48


                                  ARTICLE SIX

                                  The Trustee

Section 601. Certain Rights of Trustee....................................... 48
Section 602. Notice of Defaults.............................................. 49
Section 603. Not Responsible for Recitals or Issuance of Securities.......... 50
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                         <C>
Section 604. May Hold Securities............................................. 50
Section 605. Money Held in Trust............................................. 50
Section 606. Compensation and Reimbursement.................................. 50
Section 607. Corporate Trustee Required; Eligibility......................... 51
Section 608. Resignation and Removal; Appointment of Successor............... 52
Section 609. Acceptance of Appointment by Successor.......................... 53
Section 610. Merger, Conversion, Consolidation or Succession to Business..... 54
Section 611. Appointment of Authenticating Agent............................. 55


                                 ARTICLE SEVEN

               Holders Lists and Reports by Trustee and Company

Section 701. Company to Furnish Trustee Names and Addresses of Holders....... 56
Section 702. Preservation of Information; Communications to Holders.......... 57
Section 703. Reports by Trustee.............................................. 57
Section 704. Reports by Company.............................................. 57


                                 ARTICLE EIGHT

                        Consolidation, Merger and Sales

Section 801. Company May Consolidate, Etc.................................... 58
Section 802. Successor Person Substituted for Company........................ 59


                                 ARTICLE NINE

                            Supplemental Indentures

Section 901. Supplemental Indentures without Consent of Holders.............. 59
Section 902. Supplemental Indentures with Consent of Holders................. 60
Section 903. Execution of Supplemental Indentures............................ 62
Section 904. Effect of Supplemental Indentures............................... 62
Section 905. Reference in Securities to Supplemental Indentures.............. 62
Section 906. Effect on Senior Indebtedness................................... 62
Section 907. Conformity with Trust Indenture Act............................. 63


                                  ARTICLE TEN

                                   Covenants

Section 1001. Payment of Principal, Premium, Interest and Additional
                 Amounts..................................................... 63
Section 1002. Maintenance of Office or Agency................................ 63
Section 1003. Money for Securities Payments to Be Held in Trust.............. 64
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                         <C>
Section 1004. Additional Amounts............................................. 66
Section 1005. Corporate Existence............................................ 66
Section 1006. Limitation on Liens............................................ 66
Section 1007. Waiver of Certain Covenants.................................... 69
Section 1008. Company Statement as to Compliance............................. 69


                                ARTICLE ELEVEN

                           Redemption of Securities

Section 1101. Applicability of Article....................................... 69
Section 1102. Election to Redeem; Notice to Trustee.......................... 69
Section 1103. Selection by Trustee of Securities to be Redeemed.............. 70
Section 1104. Notice of Redemption........................................... 70
Section 1105. Deposit of Redemption Price.................................... 72
Section 1106. Securities Payable on Redemption Date.......................... 72
Section 1107. Securities Redeemed in Part.................................... 73


                                ARTICLE TWELVE

                                 Sinking Funds

Section 1201. Applicability of Article....................................... 74
Section 1202. Satisfaction of Sinking Fund Payments with Securities.......... 74
Section 1203. Redemption of Securities for Sinking Fund...................... 75


                               ARTICLE THIRTEEN

                      Repayment at the Option of Holders

Section 1301. Applicability of Article....................................... 75


                               ARTICLE FOURTEEN

                       Securities in Foreign Currencies

Section 1401. Applicability of Article....................................... 76


                                ARTICLE FIFTEEN

                       Meetings of Holders of Securities

Section 1501. Purposes for Which Meetings May Be Called...................... 76
</TABLE>

                                      iv
<PAGE>

<TABLE>
<S>                                                                         <C>
Section 1502. Call, Notice and Place of Meetings............................. 76
Section 1503. Persons Entitled to Vote at Meetings........................... 77
Section 1504. Quorum; Action................................................. 77
Section 1505. Determination of Voting Rights; Conduct and Adjournment of
                 Meetings.................................................... 78
Section 1506. Counting Votes and Recording Action of Meetings................ 79


                                ARTICLE SIXTEEN

                   Subordination of Subordinated Securities

Section 1601. Agreement to Subordinate....................................... 79
</TABLE>

                                       v
<PAGE>

         INDENTURE, dated as of March 8, 2000 (the "Indenture"), between CNF
TRANSPORTATION INC., a corporation duly organized and existing under the laws of
State of Delaware (hereinafter called the "Company"), having its principal
executive office located at 3240 Hillview Avenue, Palo Alto, California 94304,
and Bank One Trust Company, National Association, a banking association duly
organized and existing under the laws of the United States of America
(hereinafter called the "Trustee").

                                   Recitals

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (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, to have
such relative rankings in priority of payment, 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:
<PAGE>

                                  ARTICLE ONE

            Definitions And Other Provisions Of General Application

     Section 101.  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 GAAP;

          (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;

          (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");

          (6)  provisions apply to successive events and transactions;

          (7)  the masculine gender includes the feminine and the neuter; and

          (8)  references to agreements and other instruments include subsequent
     amendments and supplements thereto.

     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 104.

     "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; provided that such amounts are specifically identified as "Additional
Amounts" in the Board Resolution, Officers' Certificate or supplemental
indenture, as the case may be, establishing the terms of such Securities
pursuant to Section 301 hereof; and, provided, further, that the term Additional
Amounts shall not include any amounts identified as "additional interest" or
"compound interest" or by any similar terms which may be payable with respect to
the Securities of any series unless otherwise expressly provided in or pursuant
to this Indenture.

                                       2
<PAGE>

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

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 611 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 not Business Days 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 place meeting the
foregoing requirements and in each case on any day that is a Business Day in the
place of publication.

         "Bearer Security" means any Security in the form established pursuant
to Section 201 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" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, any day other than a Saturday, Sunday or
other day on which banking institutions in The City of New York are authorized
or obligated by law, regulation or executive order to close; provided that such
term shall mean, when used with respect to any payment of principal of, or
premium or interest, if any, on, or Additional Amounts with respect to, the
Securities of any series to be made at any Place of Payment for such Securities,
unless otherwise specified pursuant to Section 301 with respect to such
Securities, any day other than a Saturday, Sunday or other day on which banking
institutions in such Place of Payment are authorized or obligated by law,
regulation or executive order to close.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, 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" includes any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or

                                       3
<PAGE>

involuntary liquidation, dissolution or winding up of the Company and which is
not subject to redemption by the Company.

         "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 the
Chairman, the Chief Executive Officer, the President or a Vice President, and by
a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee.

         "Consolidated Assets" means, as of any particular time, the amount that
would be shown as total assets on the most recent consolidated balance sheet of
the Company and its consolidated subsidiaries prepared in accordance with GAAP
as of the end of a fiscal quarter.

         "Consolidated Net Tangible Assets" means, as of any particular time,
the amount of Consolidated Assets after deducting therefrom (a) all current
liabilities (excluding current liabilities which are by their terms extendible
or renewable at the option of the obligor to a time more than 365 days after the
time of determination and excluding current maturities of long-term debt and
current maturities of capitalized lease obligations), and (b) all goodwill,
tradenames, trademarks, patents, debt discount and expense and other intangibles
in each case in this clause (b) net of applicable amortization, all as shown on
the most recent consolidated financial statements of the Company and its
consolidated subsidiaries prepared in accordance with GAAP as of the end of a
fiscal quarter.

         "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, (ii)
the ECU both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Union or (iii) any
currency unit or composite currency other than the ECU 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 One North State Street, 9th Floor, Chicago, Illinois
60602, Attention: Corporate Trust Administration.

         "Corporation" includes corporations, partnerships, associations,
limited liability companies and other 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

                                       4
<PAGE>

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 Corporation, CUSIP Service Bureau.

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

         "Depository" means, with respect to any Security issuable or issued in
the form of one or more global Securities, the Person designated as depository
by the Company in or pursuant to this Indenture, and, unless otherwise provided
with respect to any Security, any successor to such Person. If at any time there
is more than one such Person, "Depository" shall mean, with respect to any
Securities, the depository which has been appointed with respect to such
Securities.

         "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.

         "ECU" means the European Currency Unit as defined and revised from time
to time by the Council of the European Community.

         "European Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Community.

         "European Union" means the European Community, the European Coal and
Steel Community and the European Atomic Energy Community.

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

         "Foreign Currency" means any currency, currency unit or composite
currency, including, without limitation, the ECU, 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 government.

         "GAAP" means, unless otherwise specified with respect to any Securities
pursuant to Section 301, such accounting principles as are generally accepted in
the United States of America as of the date or time of any computation required
hereunder.

         "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued the Foreign Currency in which the
principal of or any premium or interest on the relevant 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 (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, 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 or such other government
or governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of

                                       5
<PAGE>

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 indebtedness for borrowed money.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and, with respect to any Security, by the terms and provisions of such Security
and any Coupon appertaining thereto established pursuant to Section 301 (as such
terms and provisions may be amended pursuant to the applicable provisions
hereof), provided, however, that, if at any time more than one Person is acting
as Trustee under this instrument, "Indenture" shall mean, with respect to any
one or more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of those
particular series of Securities for which such Person is Trustee established
pursuant to Section 301 (as such terms and provisions may be amended pursuant to
the applicable provisions hereof), exclusive, however, of any provisions or
terms which relate solely to other series of Securities for which such Person is
not Trustee, regardless of when such terms or provisions were adopted.

         "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity 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.

         "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 116.

         "Lien" has the meaning set forth in Section 1006.

         "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 or such Security, whether
at the Stated Maturity or by declaration of acceleration,

                                       6
<PAGE>

notice of redemption or repurchase, notice of option to elect repayment or
otherwise, and includes a Redemption Date for such Security.

         "New York Banking Day" has the meaning specified in Section 116.

         "Office" or "Agency", with respect to any Securities, means an office
or agency of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section 1002 or any other office or agency of the Company
maintained or designated for such Securities pursuant to Section 1002 or, to the
extent designated or required by Section 1002 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.

         "Officers' Certificate" means a certificate signed by the Chairman, the
Chief Executive Officer, the President or a Vice President, and by a Vice
President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company, that complies with the requirements of Section 314(e)
of the Trust Indenture Act and is delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company, 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 an amount less than the principal face amount
thereof to be due and payable upon declaration of acceleration pursuant to
Section 502.

         "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 402) 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 or covenant defeasance pursuant to Section 402, except
               to the extent provided in Section 402;

          (d)  any such Security which has been paid pursuant to Section 306 or
               in exchange for or in lieu of which other Securities have been
               authenticated and delivered pursuant to this Indenture, unless
               there shall have been presented to the Trustee proof satisfactory
               to it and to the Company that such Security is held by a bona

                                       7
<PAGE>

               fide 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 or other securities, if the terms of
               such Security provide for such conversion or exchange pursuant to
               Section 301;

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 an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that pursuant to the terms of
such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 502 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
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 amount determined as provided in (i) above) of such Security,
and (iv) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate (other than a Trust) 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 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 (other than a Trust) 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, 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 such Security.

         "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

                                       8
<PAGE>

Section 306 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.

         "Principal Property" means any manufacturing, distribution or
warehousing facility owned by the Company or any Subsidiary (including any of
the foregoing acquired after the date of this Indenture) and located within the
United States of America (including the states thereof and the District of
Columbia but excluding its territories, its possessions and other areas subject
to its jurisdiction), the gross book value of which exceeds 1% of the Company's
Consolidated Net Tangible Assets at the date of determination, in each case
other than any of the foregoing which is determined by the Board of Directors
not to be a Principal Property because, in the opinion of the Board of
Directors, such facility is not of material importance to the total business
conducted by the Company and its subsidiaries taken as a whole.

         "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 such Security.

         "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 such Security.

         "Registered Security" means any Security established pursuant to
Section 201 which is registered in the 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 such Security as the record date for the
payment of such interest.

         "Required Currency" has the meaning specified in Section 116.

         "Responsible Officer" means any officer of the Trustee in its Corporate
Trust Office and also means, with respect to a particular corporate trust
matter, any other officer or employee of the Trustee to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

         "Restricted Subsidiary" means any Subsidiary of the Company (i)
substantially all of the operating assets of which are located and the principal
business of which is carried on within the United States of America (including
the states thereof and the District of Columbia but excluding its territories,
its possessions and other areas subject to its jurisdiction); (ii) which was in
existence on the date of this Indenture or thereafter becomes a Subsidiary of
the Company; and (iii) which owns a Principal Property.

         "Secured Indebtedness" has the meaning specified in Section 1006.

         "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

                                       9
<PAGE>

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 305.

         "Senior Indebtedness," when used with respect to the Subordinated
Securities of any series, shall have the meaning established pursuant to Section
301(24) with respect to the Subordinated Securities of such series.

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

         "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 such
Security 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.

         "Subordinated Security" or "Subordinated Securities" means Securities
which, pursuant to Section 301(24), are expressly made subordinate in right of
payment to Senior Indebtedness.

         "Subordination Provisions", when used with respect to the Subordinated
Securities of any series, shall have the meaning established pursuant to Section
301(24) with respect to the Subordinated Securities of such series.

         "Subsidiary" means a corporation or other entity (i) more than 50% of
the outstanding voting stock (or equivalent equity interest having voting power
in the case of an entity other than a corporation) of which is owned, directly
or indirectly, by the Company and/or one or more other Subsidiaries and (ii) if
such entity is a partnership, joint venture, limited liability company or
similar entity, the Company or another Subsidiary is the managing general
partner or managing member of or otherwise controls such entity. For the
purposes of this definition, (i) "voting stock (or equivalent equity interest
having voting power in the case of an entity other than a corporation)" means
capital stock or equity interest, as the case may be, which ordinarily has
voting power for the election of directors (or equivalent persons, in the case
of an entity other than a corporation), whether at all times or only so long as
no senior class of stock has such voting power by reason of any contingency, and
(ii) "control" means, with respect to any entity, the possession of the power to
direct or cause the direction of the management and policies of such entity.

         "Trust" means CNF Trust II and CNF Trust III, each a Delaware business
trust, and their respective successors.

         "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

                                       10
<PAGE>

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 Security, means the United States of America (including the
states thereof and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction.

         "United States Alien", except as otherwise provided in or pursuant to
this Indenture or any Security, means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

         "United States of America" means the United States of America.

         "United States Person" means any citizen or resident of the United
States, any corporation, partnership or other entity created or organized in or
under the laws of the United States, any estate the income of which is subject
to United States federal income taxation regardless of its source, or any trust
whose administration is subject to the primary supervision of a United States
court and which has one or more United States fiduciaries who have the authority
to control all substantial decisions of the trust.

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

         Section 102.  Compliance Certificates and Opinions.

         Except as otherwise expressly provided in or pursuant to 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.

                                       11
<PAGE>

         Section 103.  Form of Documents Delivered to Trustee.

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

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, unless such
officer knows that the opinion with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such Opinion of Counsel may
be based upon a certificate or opinion of, or representations by, an officer or
officers of the Company, a governmental official or officials or any other
Person or Persons, unless such counsel knows 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 104.  Acts of Holders.

         (1)   Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by or pursuant to this Indenture to be made,
given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing. 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 to be made, 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
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments 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 and 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 1506.

         Without limiting the generality of this Section 104, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a Depository that
is a Holder of a global Security,

                                       12
<PAGE>

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 Securities to be made, given or
taken by Holders, and a 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 Depository's standing instructions and customary
practices.

         (2) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the Trustee may
determine; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section.

         (3) 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.

         (4) 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 Company and the Trustee to be satisfactory. The
Trustee and the Company may assume that such ownership of any Bearer Security
continues until (1) another certificate or affidavit bearing a later date issued
in respect of the same Bearer Security is produced, or (2) such Bearer Security
is produced to the Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) 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.

         (5) 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

                                       13
<PAGE>

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.

         (6) 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 105.  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
         addressed to the attention of its General Counsel, in each case 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 106.  Notice to Holders of Securities; Waiver.

         Except as otherwise expressly provided in or pursuant to this
Indenture, 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 of America, in an Authorized
         Newspaper in such city as the Company shall advise the Trustee 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

                                       14
<PAGE>

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 Bearer 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 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 107.  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 108.  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 109.  Effect of Headings and Table of Contents.

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

         Section 110.  Successors and Assigns.

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

                                       15
<PAGE>

         Section 111.  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, to the fullest extent
permitted by law, in any way be affected or impaired thereby.

         Section 112.  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, any Security
Registrar, any Paying Agent and their successors hereunder, the Holders of
Securities or Coupons, and, in the case of the Subordinated Securities of any
series, the holders of Senior Indebtedness with respect to such series, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

         Section 113.  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 114.  Legal Holidays.

         Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of, or any other day on which a payment is due with respect to, any
Security shall be a day which is not a Business Day 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 or in the Board
Resolution, Officers' Certificate or supplemental indenture establishing the
terms of any Security that specifically states that such provision shall apply
in lieu hereof) payment need not be made at such Place of Payment on such date
but such payment may be made 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, at the Stated Maturity or Maturity or on any such other
payment date, as the case may be, 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 other payment date, as the case may
be, to the next succeeding Business Day.

         Section 115.  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.

         Section 116.  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

                                       16
<PAGE>

accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the New York
Banking Day preceding that 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. The provisions of this Section 116
shall not be applicable with respect to any payment due on a Security which is
payable in Dollars.

         Section 117.  Extension of Payment Dates.

         In the event that (i) the terms of any Security or Coupon appertaining
thereto established in or pursuant to this Indenture permit the Company or any
Holder thereof to extend the date on which any payment of principal of, or
premium, if any, or interest, if any, on, or Additional Amounts, if any, with
respect to such Security or Coupon is due and payable and (ii) the due date for
any such payment shall have been so extended, then all references herein to the
Stated Maturity of such payment (and all references of like import) shall be
deemed to refer to the date as so extended.

         Section 118.  Immunity of Stockholders, Directors, Officers and Agents
of the Company.

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Security, or because of any indebtedness
evidenced thereby, shall be had against any past, present or future stockholder,
employee, officer or director, as such, of the Company or of any predecessor or
successor, either directly or through the Company or any predecessor or
successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders and as part of the consideration for
the issue of the Securities.


                                  ARTICLE TWO

                               Securities Forms

         Section 201.  Forms Generally.

         Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in
substantially the form established in or

                                       17
<PAGE>

pursuant to one or more Board Resolutions and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, shall
have such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by or pursuant to this Indenture 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 officer of the Company executing
such Security or Coupon as evidenced by the execution of such Security or
Coupon.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons.

         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 officer of the Company executing such
Securities or Coupons, as evidenced by the execution of such Securities or
Coupons.

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

         Subject to Section 611, 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.

                                   Bank One Trust Company, National Association,
                                        as Trustee



                                   By __________________________________________
                                      Authorized Signatory


         Section 203.  Securities in Global Form.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in global form. If Securities
of a series shall be issuable in temporary or permanent 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 pursuant to Section
301 with respect to such Security or in the Company Order to be delivered
pursuant to Section 303 or 304 with respect thereto. Subject to the provisions
of Section 303 and, if applicable,

                                       18
<PAGE>

Section 304, the Trustee shall deliver and redeliver any Security in global form
in the manner and upon instructions given by the Person or Persons specified
therein or pursuant to Section 301 with respect to such Security or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officers' Certificate and need not be
accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions
of this paragraph, in the event a global Security is exchangeable for definitive
Securities as provided in Section 305, then, unless otherwise provided in or
pursuant to this Indenture with respect to the Securities of such series, the
Trustee shall deliver and redeliver such global Security to the extent necessary
to effect such exchanges, shall endorse such global Security to reflect any
decrease in the principal amount thereof resulting from such exchanges and shall
take such other actions, all as contemplated by Section 305.

         Notwithstanding the provisions of Section 307, unless otherwise
specified in or pursuant to this Indenture or any Securities, 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 308 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and 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 301.


                                 ARTICLE THREE

                                 The Securities

         Section 301.  Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more series.

         With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to one or more Board
Resolutions and set forth in an Officers' Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of any Securities of
a series,

              (1) the title of the Securities of such series;

              (2) any limit upon the aggregate principal amount of 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 304, 305, 306, 905
         or 1107, upon repayment in part of any Security of such series pursuant
         to Article Thirteen

                                       19
<PAGE>

         or upon surrender in part of any Security for conversion or exchange
         into Common Stock or other securities pursuant to its terms);

              (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;

              (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 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 305, (iii) the
         name of the Depository with respect to any such global Security and
         (iv) if applicable and in addition to the Persons specified in Section
         305, the Person or Persons who shall be entitled to make any
         endorsements on any such global Security and to give the instructions
         and take the other actions with respect to such global Security
         contemplated by the first paragraph of Section 203;

              (5) if any of such Securities are to be issuable as Bearer
         Securities, the date as of which any such Bearer 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 and the Regular Record
         Date, if any, for the interest payable on Registered Securities on any
         Interest Payment Date, 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;

                                       20
<PAGE>

              (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;

              (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) if 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
         and/or exchangeable for Common Stock or other securities, 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 amount thereof, the portion of
         the principal amount of any of such Securities that shall be payable
         upon declaration of acceleration of the Maturity thereof pursuant to
         Section 502 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

                                       21
<PAGE>

         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;

              (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 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) 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,
         and whether Section 1007 shall be applicable with respect to any such
         additional covenants;

              (19) if either or both of Section 402(2) relating to defeasance or
         Section 402(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 402(3) relating to the Securities of such series
         which shall be subject to covenant defeasance, and, if the Securities
         of such series are subject to repurchase or repayment at the option of
         the Holders thereof pursuant to Article Thirteen, if the Company's
         obligation to repurchase or repay such Securities will be subject to
         satisfaction and discharge pursuant to Section 401 or to defeasance
         pursuant to Section 402, and, if the Holders of such Securities have
         the right to convert or exchange such Securities into Common Stock or
         other securities, if the right to effect such conversion or exchange
         will be subject to satisfaction and discharge pursuant to Section 401
         or to defeasance pursuant to Section 402, and any deletions from, or
         modifications or additions to, the provisions of Article Four in
         respect of the Securities of such series;

              (20) if 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;

              (21) if any of such Securities are 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;

              (22) 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;

              (23) the Person to whom any interest on any Registered Security of
         such series shall be payable, if other than the Person in whose name
         the Registered Security (or one or more Predecessor Securities) is
         registered at the close of business on the Regular

                                       22
<PAGE>

         Record Date for such interest, the manner in which, or the Person to
         whom, any interest on any Bearer Security of such series shall be
         payable, if other than upon presentation and surrender of the Coupons
         appertaining thereto as they severally mature, and the extent to which,
         or the manner in which, any interest payable on a temporary global
         Security will be paid if other than in the manner provided in this
         Indenture;

              (24) If the Securities of such series are Subordinated Securities,
         the terms pursuant to which the Securities of such series will be made
         subordinate in right of payment to Senior Indebtedness and the
         definition of such Senior Indebtedness with respect to such series (in
         the absence of an express statement to the effect that the Securities
         of such series are subordinate in right of payment to all such Senior
         Indebtedness, the Securities of such series shall not be subordinate to
         Senior Indebtedness and shall not constitute Subordinated Securities);
         and, in the event that the Securities of such series are Subordinated
         Securities, a Board Resolution, Officers' Certificate or supplemental
         indenture, as the case may be, establishing the terms of such series
         shall expressly state which articles, sections or other provisions
         thereof constitute the "Subordination Provisions" with respect to the
         Securities of such series;

              (25) whether and under what circumstances the Company will pay
         Additional Amounts on such Securities to any Holder who is a United
         States Alien in respect of any specified tax, assessment or other
         governmental charge and, if so, whether the Company will have the
         option to redeem such Securities rather than pay such Additional
         Amounts; and

              (26) any other terms of such Securities and any 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,
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 telephonic or written order of persons designated in the Board Resolution,
Officers" Certificate or supplemental indenture, as the case may be, pertaining
to such series of Securities (telephonic instructions to be promptly confirmed
in writing by such person) and that such persons are authorized to determine,
consistent with such Board Resolution, Officers' Certificate or supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Board Resolution, Officers' Certificate or supplemental
indenture. All Securities of any one series need not be issued at the same time
and, unless otherwise so provided by the Company as contemplated by this Section
301, a series may be reopened from time to time without consent of any Holder
for issuances of additional Securities of such series or to establish additional
terms of such series of Securities.

                                       23
<PAGE>

         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 302.  Currency; Denominations.

         Unless otherwise provided in or pursuant to this Indenture, 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, 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.

         Section 303.  Execution, Authentication, Delivery and Dating.

         Securities shall be executed on behalf of the Company by its Chairman,
its President or one of its Vice Presidents, under its corporate seal or a
facsimile thereof reproduced thereon, and attested by one of its Vice
Presidents, its Treasurer, one of its Assistant Treasurers, its Secretary or one
of its Assistant Secretaries. Coupons shall be executed on behalf of the Company
by the Chairman, the President, any Vice President, the Treasurer or any
Assistant Treasurer 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, to the fullest extent permitted by law, bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities 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 301 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 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 relying upon, an Opinion of
Counsel substantially to the following effect, which Opinion of Counsel may
contain such assumptions, qualifications and limitations as such counsel shall
deem appropriate:

                                       24
<PAGE>

          (a)  the form or forms and terms of such Securities and Coupons, if
     any, have in all material respects been established in conformity with
     Sections 201 and 301 of this Indenture; and

          (b)  such Securities and Coupons, if any, when completed by
     appropriate insertions (if applicable), duly executed and attested under
     the Company's corporate seal by duly authorized officers of the Company,
     duly authenticated by the Trustee, and duly issued and delivered against
     payment of the consideration therefor, all in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     binding obligations of the Company, enforceable against the Company in
     accordance with their terms, subject to bankruptcy, insolvency,
     reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent
     transfer or other similar laws relating to or affecting creditors" rights
     generally and to general equitable principles (regardless of whether
     considered in a proceeding in equity or at law), including concepts of
     commercial reasonableness, good faith and fair dealing and the possible
     unavailability of specific performance or injunctive relief.

     If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver the Company Order, Board Resolution, indenture
supplemental hereto, Officers' Certificate or Opinion of Counsel, as applicable,
at the time of issuance of each Security of such series if the applicable
documents (each with such modifications as the Company or legal counsel, as the
case may be, may deem appropriate) are delivered at or prior to the
authentication upon original issuance of the first Security of such series.
After any such first delivery, any separate request by the Company that the
Trustee authenticate 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.

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

     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 202 or 611 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 306 or 307 or as may otherwise be
provided in or pursuant to this Indenture, the Trustee shall not authenticate
and deliver any Bearer Security unless all Coupons appertaining thereto then
matured have been detached and cancelled.

                                       25
<PAGE>

     Section 304.  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 303, 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, 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 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 provisions; provided, however, that no
definitive Bearer Security, except as provided in or pursuant to this Indenture,
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. Unless otherwise provided in or
pursuant to this Indenture 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 305.  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 Securities, the initial Security Registrar for each series of Securities
shall be as specified in the last paragraph of Section 1002. 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. 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

                                       26
<PAGE>

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, 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, 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 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
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 1002, 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 relevant 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

                                       27
<PAGE>

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 with respect to Securities of
any series, 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 with respect to such series.

     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, the global Securities of any series shall be exchangeable for
definitive certificated Securities of such series only if (i) the Depository for
such global Securities notifies the Company that it is unwilling or unable to
continue as a Depository for such global Securities or at any time the
Depository for such global Securities ceases to be a clearing agency registered
as such under the Securities Exchange Act of 1934, as amended (or any successor
thereto), if so required by applicable law or regulation, and no successor
Depository for such Securities shall have been appointed within 90 days of such
notification or of the Company becoming aware of the Depository's ceasing to be
so registered, as the case may be, (ii) the Company, in its sole discretion,
executes and delivers to the Trustee a Company Order to the effect that such
global Securities shall be so exchangeable, or (iii) an Event of Default has
occurred and is continuing with respect to such 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 paragraph, 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, 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 Depository (or its custodian) as shall be specified in the
Company Order with respect thereto, and in accordance with instructions given to
the Trustee and the 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) shall be in the

                                       28
<PAGE>

form of Bearer Securities or Registered Securities, or any combination thereof,
as shall be specified by the Depository, 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) 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 its custodian), or such other Depository (or
its custodian) referred to above in accordance with the instructions of the
Company referred to above, and the Trustee shall endorse such global Security to
reflect the decrease in the principal amount thereof resulting from such
exchange. 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 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.

     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 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 304, 905 or 1107, upon repayment in part of any Registered
Security pursuant to Article Thirteen, or upon surrender in part of any
Registered Security for conversion or exchange into Common Stock or other
securities pursuant to its terms, in each case not involving any transfer.

     Except as otherwise provided in or pursuant to this Indenture, 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 the selection for redemption of Securities of like tenor and the same
series under Section 1103 and ending at the close of business on the day

                                       29
<PAGE>

of such selection, or (ii) to register the transfer of or exchange any
Registered Security, or portion thereof, so selected for redemption, except in
the case of any Registered Security to be redeemed in part, the portion thereof
not to be redeemed, or (iii) to exchange any Bearer Security so 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
simultaneously 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 pursuant to Article
Thirteen, except the portion, if any, of such Security not to be so repaid.

     Section 306.  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 306, 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
bona fide 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 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.

     Notwithstanding the foregoing provisions of this Section 306, 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 1002, 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,
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, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

                                       30
<PAGE>

     Every new Security, with any Coupons appertaining thereto issued pursuant
to this Section 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, as amended or supplemented pursuant to this
Indenture with respect to particular Securities or generally, shall (to the
extent lawful) 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 307.  Payment of Interest and Certain Additional Amounts; Rights to
Interest and Certain Additional Amounts Preserved.

     Unless otherwise provided in or pursuant to this Indenture, 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, in case a Bearer Security is surrendered in exchange for a
Registered Security after the close of business at an Office or Agency for such
Security on any Regular Record Date therefor and before the opening of business
at such Office or Agency on the next succeeding Interest Payment Date therefor,
such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date and interest shall not be payable on such Interest Payment
Date 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.

     Unless otherwise provided in or pursuant to this Indenture, 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:

          (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 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 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

                                       31
<PAGE>

     proposed payment, such money when so deposited to be held in trust for the
     benefit of the Person entitled to such Defaulted Interest as in this Clause
     provided. Thereupon, the Trustee shall fix a Special Record Date for the
     payment of such Defaulted Interest which shall be not more than 15 days and
     not less than 10 days prior to the date of the proposed payment and not
     less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the expense of the Company
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be mailed, first-class postage prepaid,
     to 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 may, in its
     discretion, 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). In case a Bearer
     Security is surrendered at the Office or Agency for such Security in
     exchange for a Registered Security after the close of business at such
     Office or Agency on any Special Record Date and before the opening of
     business at such Office or Agency on the related proposed date for payment
     of Defaulted Interest, such Bearer Security shall be surrendered without
     the Coupon relating to such Defaulted Interest and Defaulted Interest shall
     not be payable on such proposed date of payment 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.

          (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 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
Securities of any particular series, 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 transfer to an account maintained by the payee with a
bank located in the United States.

     Subject to the foregoing provisions of this Section and Section 305, 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.

                                       32
<PAGE>

     Section 308.  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 Sections 305 and
307) 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 neither 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
neither 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.

     Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Trustee, any Paying Agent or the Security Registrar from giving effect to
any written certification, proxy or other authorization furnished by the
applicable Depository, as a Holder, with respect to a global Security or impair,
as between such Depository and the owners of beneficial interests in such global
Security, the operation of customary practices governing the exercise of the
rights of such Depository (or its nominee) as the Holder of such global
Security.

     Section 309.  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. All cancelled Securities and Coupons held by
the

                                       33
<PAGE>

Trustee shall be destroyed by the Trustee, unless by a Company Order the Company
directs their return to it.

     Section 310.  Computation of Interest.

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


                                 ARTICLE FOUR

                    Satisfaction and Discharge of Indenture

     Section 401.  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 (subject to survival
of certain provisions as provided in the last paragraph of this Section 401),
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
     305, (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
     306, (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 1106, 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 1003) have been delivered to the Trustee for cancellation; or

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

               (i)  have become due and payable, or

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

                                       34
<PAGE>

               (iii) if redeemable at the option of the Company, 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, to the extent that the Securities of such series
     provide for the payment of Additional Amounts thereon and the amount of any
     such Additional Amounts which are or will be payable with respect to the
     Securities of such series is at the time of deposit reasonably determinable
     by the Company (in the exercise by the Company of its sole and absolute
     discretion), any Additional Amounts with respect to, such Securities and
     any Coupons appertaining thereto, 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 606 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 Sections 305, 306, 403, 404, 1002 and 1003, with respect to the payment of
Additional Amounts, if any, with respect to such Securities as contemplated by
Section 1004 (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 401(1)(b)), with respect to any rights of
Holders of the Securities of such series (unless otherwise provided pursuant to
Section 301 with respect to the Securities of such series) to require the
Company to repurchase or repay such Securities at the option of the Holders
pursuant to Article Thirteen hereof, and with respect to any rights of Holders
of the Securities of such series (unless otherwise provided pursuant to Section
301 with respect to the Securities of such series) to convert or exchange such
Securities into Common Stock or other securities, shall survive.

                                       35
<PAGE>

     Section 402.  Defeasance and Covenant Defeasance.

     (1)  Unless, pursuant to Section 301, either or both of (i) defeasance of
the Securities of or within a series under clause (2) of this Section 402 or
(ii) covenant defeasance of the Securities of or within a series under clause
(3) of this Section 402 shall not be applicable with respect to the Securities
of such series, then such provisions, together with the other provisions of this
Section 402 (with such modifications thereto as may be specified pursuant to
Section 301 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 the Securities of or
within such series and any Coupons appertaining thereto, elect to have Section
402(2) or Section 402(3) be applied to such Outstanding Securities and any
Coupons appertaining thereto upon compliance with the conditions set forth below
in this Section 402.

     (2)  Upon the Company's exercise of the above option applicable to this
Section 402(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 402 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 402 and the other Sections of this Indenture referred
to in clauses (i) and (ii) of this paragraph, 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)(a) of this Section
402 and as more fully set forth in this Section, 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, (ii) the obligations of the Company and the
Trustee with respect to such Securities under Sections 305, 306, 1002 and 1003,
with respect to the payment of Additional Amounts, if any, with respect to such
Securities as contemplated by Section 1004 (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 clause (4)(a) of
this Section 401), with respect to any rights of Holders of such Securities
(unless otherwise provided pursuant to Section 301 with respect to the
Securities of such series) to require the Company to repurchase or repay such
Securities at the option of the Holders pursuant to Article Thirteen hereof, and
with respect to any rights of Holders of such Securities (unless otherwise
provided pursuant to Section 301 with respect to the Securities of such series)
to convert or exchange such Securities into Common Stock or other securities,
(iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and (iv) this Section 402 and Sections 403 and 404. The Company may exercise its
option under this Section 402(2) notwithstanding the prior exercise of its
option under Section 402(3) with respect to such Securities and any Coupons
appertaining thereto.

                                       36
<PAGE>

     (3)  Upon the Company"s exercise of the above option applicable to this
Section 402(3) with respect to any Securities of or within a series, the Company
shall be released from its obligations under Sections 1005 and 1006 and, to the
extent specified pursuant to Section 301, any other covenant applicable to such
Securities with respect to such Securities and any Coupons appertaining thereto
and the provisions set forth in Section 501(5) shall cease to be applicable to
such Securities on and after the date the conditions set forth in clause (4) of
this Section 402 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 or with respect to any Event of Default set
forth in Section 501(5), but shall continue to be deemed "Outstanding" for all
other purposes hereunder. For this purpose, such covenant defeasance means that
(i) 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
any such other covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or by
reason of reference in any such Section or such other covenant 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 501(4) or 501(8) or
otherwise, as the case may be, and (ii) the occurrence of any event or condition
specified in Section 501(5) shall not constitute an Event of Default with
respect to such Outstanding Securities, 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 402 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 607 who shall agree to comply with the provisions of this
     Section 402 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, if such defeasance or
     covenant defeasance is to be effected in compliance with subsection (f)
     below, on the relevant Redemption Date, as the case may be, 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 or, if such defeasance or covenant defeasance is to be
     effected in compliance with subsection (f) below, on the relevant
     Redemption Date, as the case may be) 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 of
     principal of (and premium, if any) and interest, if any, on 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

                                       37
<PAGE>

     expressed in 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, to the extent that such
     Securities provide for the payment of Additional Amounts thereon and the
     amount of any such Additional Amounts which are or will be payable with
     respect to the Securities of such series is at the time of deposit
     reasonably determinable by the Company (in the exercise by the Company of
     its sole and absolute discretion), any Additional Amounts with respect to,
     such Outstanding Securities and any Coupons appertaining thereto on the
     Stated Maturity of such principal or installment of principal or interest
     or the applicable Redemption Date, as the case may be, and (z) any
     mandatory sinking fund payments or analogous payments applicable to such
     Outstanding Securities and any Coupons appertaining thereto on the day 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.

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

          (c)  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, and, solely in the case of defeasance under
     Section 402(2), no Event of Default with respect to such Securities and any
     Coupons appertaining thereto under clause (6) or (7) of Section 501 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 under clause (6) or (7) of Section 501 shall have occurred and be
     continuing at any time during the period ending on the 91st day after the
     date of such deposit (it being understood that this condition to defeasance
     under Section 402(2) shall not be deemed satisfied until the expiration of
     such period).

          (d)  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 defeasance or covenant
     defeasance, as the case may be, 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 or covenant defeasance, as the case may
     be, had not occurred.

          (e)  The Company shall have delivered to the Trustee an Officers"
     Certificate stating that all conditions precedent to the defeasance or
     covenant defeasance under clause (2) or (3) of this Section 402 (as the
     case may be) have been complied with.

          (f)  If the monies or Government Obligations or combination thereof,
     as the case may be, deposited under clause (a) above are sufficient to pay
     the principal of, and premium, if any, and interest, if any, on and, to the
     extent applicable, Additional

                                       38
<PAGE>

     Amounts, if any, with respect to, such Securities provided such Securities
     are redeemed on a particular Redemption Date, the Company shall have given
     the Trustee irrevocable instructions to redeem such Securities on such date
     and to provide notice of such redemption to Holders as provided in or
     pursuant to this Indenture.

          (g)  Notwithstanding any other provisions of this Section 402(4), 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 301.

     (5)  Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee -- collectively for purposes of this Section 402(5) and
Section 403, the "Trustee") pursuant to clause (4)(a) of Section 402 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
need not be segregated from other funds except to the extent required by law.

     Unless otherwise specified in or pursuant to this Indenture or any
Securities, if, after a deposit referred to in Section 402(4)(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 301 or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 402(4)(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 402(4)(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 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 against any tax, fee or
other charge, imposed on or assessed against the Government Obligations
deposited pursuant to this Section 402 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.

                                       39
<PAGE>

     Anything in this Section 402 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)(a) of this Section 402 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 402.

     Section 403.  Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations deposited with the Trustee pursuant to Section 401 or
402 shall be held in trust and applied by it, in accordance with the provisions
of the Securities, the Coupons 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 Persons entitled thereto, of
the principal, premium, interest and Additional Amounts for whose payment such
money has or Government Obligations have been deposited with or received by the
Trustee; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.

     Section 404.  Effect on Subordination Provisions.

     Unless otherwise expressly provided pursuant to Section 301 with respect to
the Subordinated Securities of any series, the provisions of Article Sixteen
hereof, insofar as they pertain to the Subordinated Securities of such series,
and the Subordination Provisions established pursuant to Section 301(24) with
respect to such series are hereby expressly made subject to the provisions for
satisfaction and discharge set forth in Section 401 hereof and the provisions
for defeasance and covenant defeasance set forth in Section 402 hereof and,
anything herein to the contrary notwithstanding, upon the effectiveness of such
satisfaction and discharge pursuant to Section 401 with respect to the
Securities of such series or any such defeasance or covenant defeasance pursuant
to Section 402 with respect to the Securities of or within such series, all of
the Securities of such series (in the case of satisfaction and discharge
pursuant to Section 401) or the Securities of such series as to which defeasance
or covenant defeasance, as the case may be, shall have become effective shall
thereupon cease to be so subordinated and shall no longer be subject to the
provisions of Article Sixteen or the Subordination Provisions established
pursuant to Section 301(24) with respect to such Securities and, without
limitation to the foregoing, all moneys, Government Obligations and other
securities or property deposited with the Trustee (or other qualifying trustee)
in trust in connection with such satisfaction and discharge, defeasance or
covenant defeasance, as the case may be, and all proceeds therefrom may be
applied to pay the principal of, premium, if any, and interest, if any, on, and
Additional Amounts, if any, with respect to such Securities as and when the same
shall become due and payable notwithstanding the provisions of Article Sixteen
or such Subordination Provisions.

                                       40
<PAGE>

                                 ARTICLE FIVE

                                   Remedies

     Section 501.  Events of Default.

     "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
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
supplemental indenture, Board Resolution or Officers" Certificate establishing
the terms of such series pursuant to this Indenture:

     (1)  default in the payment of any interest on, or any Additional Amounts
payable in respect of any interest on, any Security of such series when such
interest or such Additional Amounts, as the case may be, 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 premium, if any, on, or
any Additional Amounts payable in respect of the principal of or premium, if
any, on, any Security of such series when due upon Maturity (whether at Stated
Maturity, upon redemption or otherwise); or

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

     (4)  default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture (other than a covenant or warranty for which the
consequences of breach or nonperformance are addressed elsewhere in this Section
501 or a covenant or warranty which has expressly been included in this
Indenture, whether or not by means of a supplemental indenture, solely for the
benefit of Securities of a series other than such series) or any Security of
such series, and continuance of such default or breach for a period of 90 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
aggregate 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

     (5)  acceleration of the maturity of any single outstanding issue of
Indebtedness of the Company with an outstanding aggregate principal amount in
excess of $35,000,000, whether such Indebtedness now exists or shall hereafter
be created (including an acceleration under this Indenture with respect to
Securities of any series other than the series for which the Event of Default
determination is being made under this Section 501(5)), as a result of an event
of default thereunder, which acceleration continues and is not annulled, or
which Indebtedness is not discharged, within 30 days or such longer period of
time during which the Company is contesting in good faith such acceleration, as
evidenced by the delivery to the Trustee on or prior to such 30th day after such
acceleration of an Officers" Certificate to such effect;

                                       41
<PAGE>

     (6)  the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

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

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

     Section 502.  Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then 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, or such lesser
amount as may be provided for in the Securities of such series, and accrued and
unpaid interest, if any, thereon 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 or such lesser amount, as the case may be,
and such accrued and unpaid interest shall become immediately due and payable.

     At any time after Securities of any series have been accelerated 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

                                       42
<PAGE>

          (a)  all overdue installments of any interest on any Securities of
     such series and any Coupons appertaining thereto which have become due
     otherwise then by such declaration of acceleration and any Additional
     Amounts with respect 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 any Additional Amounts with respect thereto and, to the extent
     permitted by applicable law, interest thereon at the rate or rates borne by
     or provided for in such Securities,

          (c)  to the extent permitted by applicable law, interest upon
     installments of any interest, if any, which have become due otherwise then
     by such declaration of acceleration and any Additional Amounts with respect
     thereto 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 606; and

     (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 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     Section 503.  Collection of Indebtedness and Suits for Enforcement by
Trustee.

     The Company covenants that if

     (1)  default is made in the payment of any 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 at its 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 permitted by applicable law, 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 606.

                                       43
<PAGE>

     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.

     Section 504.  Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or 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, 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 such 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 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 606.

                                       44
<PAGE>

     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 505.  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 a
Security or Coupon in respect of which such judgment has been recovered.

     Section 506.  Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article with respect to
the Securities of any series, 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 such Securities or the Coupons, if any, appertaining
thereto, 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 606;

          SECOND:  If the Securities of such series are Subordinated Securities,
     to the payment of amounts then due and unpaid to the holders of Senior
     Indebtedness with respect to such series, to the extent required pursuant
     to the Subordination Provisions established with respect to the Securities
     of such series pursuant to Section 301(24);

          THIRD:  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;

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

      Section 507.  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

                                       45
<PAGE>

          (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 reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any 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 508.  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, if any, and (subject to
Sections 305 and 307) interest, if any, on, and any Additional Amounts with
respect to such Security or 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
pursuant to Article Thirteen hereof at the option of such Holder if provided in
or pursuant to this Indenture, on the date such repayment is due), in each case
as the same may be extended, if applicable, pursuant to the terms of such
Security or Coupon, 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 509.  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.

                                       46
<PAGE>

     Section 510.  Rights and Remedies Cumulative.

     To the extent permitted by applicable law and 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 306, 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 511.  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,
to the extent permitted by applicable law, 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, to the extent permitted by applicable law,
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.

     Section 512.  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 any 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 513.  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

                                       47
<PAGE>

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

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

     Section 514.  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.

     Section 515.  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 515 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 at the option of the
Holder pursuant to Article Thirteen hereof, on or after the date for repayment)
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.

                                       48
<PAGE>

                                  ARTICLE SIX

                                  The Trustee

     Section 601.  Certain Rights of Trustee.

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

          (1)  the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, 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 303 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;

          (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 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 reasonable security or indemnity
     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 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; and

                                       49
<PAGE>

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

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

     Section 602.  Notice of Defaults.

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series entitled to receive reports pursuant to
Section 703(3), notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (or premium, if any),
or interest, if any, on, or Additional Amounts or any sinking 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 501(4) or 501(8) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

     Section 603.  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
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 604.  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

                                       50
<PAGE>

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 Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other Person.

     Section 605.  Money Held in Trust.

     Except as provided in Section 403 and Section 1003, 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 in writing with the Company.

     Section 606.  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 (which compensation
     shall not be limited by any provision of law in regard to the compensation
     of a trustee of an express trust);

          (2)  except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the 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 for, and to hold them
     harmless against, any loss, liability or reasonable expense incurred
     without negligence or bad faith on their part, arising out of or in
     connection with the acceptance or administration of the trust or trusts
     hereunder, including the reasonable 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.

     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, or premium or
interest on or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto.

     Any compensation or expense incurred by the Trustee after a default
specified by Section 501(6) or 501(7) is intended to constitute an expense of
administration under any then applicable bankruptcy or insolvency law. "Trustee"
for purposes of this Section 606 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 606. The provisions of this Section 606 shall survive
the termination of this Indenture.

                                       51
<PAGE>

     Section 607.  Corporate Trustee Required; Eligibility.

     (1)  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, 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 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.

     (2)  The following indentures shall be considered specifically described
herein for purposes of clause (i) of the proviso contained in Section 310(b)(1)
of the Trust Indenture Act: (a) this Indenture with respect to series of
Securities that rank equally in right of payment, (b) the Indenture dated as of
August 1, 1989 between the Company and Bank One, Columbus, NA, as successor
trustee, with respect to any series of debt securities thereunder that rank
equally in right of payment to any series of Securities, and (c) the Indenture
dated as of June 11, 1997 between the Company and The First National Bank of
Chicago, as trustee, with respect to any series of debt securities thereunder
that rank equally in right of payment to any series of Securities.

     Section 608.  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 609.

     (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 609 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.

     (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 607 and
     shall fail to resign 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

                                       52
<PAGE>

          (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
Company Request, Company Order or Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section
609. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 609, 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 609, 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.

     (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.

     Section 609.  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

                                       53
<PAGE>

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 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 1003,
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 606.

     (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 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
request of the Company or such successor Trustee, such retiring Trustee, subject
to Section 1003, 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 606.

     (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.

                                       54
<PAGE>

     (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 610.  Merger, Conversion, Consolidation or Succession to Business.

     Any Corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such Corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities shall have been
authenticated but not delivered by the Trustee then in office, any such
successor 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. In case any
Securities shall not have been authenticated by such predecessor Trustee, any
such successor Trustee may authenticate and deliver such Securities, in either
its own name or that of its predecessor Trustee, with the full force and effect
which this Indenture provides for the certificate of authentication of the
Trustee.

     Section 611.  Appointment of Authenticating Agent.

     The Trustee may, with the prior written consent of the Company, 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, partial
repayment, partial conversion or exchange for Common Stock or other securities,
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. 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.

     Each Authenticating Agent shall be acceptable to the Company and, except as
provided in or pursuant to this Indenture, 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

                                       55
<PAGE>

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, with the prior written consent of the
Company, may appoint a successor Authenticating Agent which shall be acceptable
to the Company. Any successor Authenticating Agent, upon acceptance of its
appointment hereunder, shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

     The Company agrees to pay 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 606.

     The provisions of Sections 308, 603 and 604 shall be applicable to each
Authenticating Agent.

     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.

                              Bank One Trust Company, National Association,
                                   As Trustee



                              By________________________________________________
                                             As Authenticating Agent



                              By________________________________________________
                                               Authorized Signatory

     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

                                       56
<PAGE>

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 SEVEN

               Holders Lists and Reports by Trustee and Company

     Section 701.  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 June 1 and December 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.

     Section 702.  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 703.  Reports by Trustee.

     (1)  Within 60 days after May 15 of each year commencing with the first May
15 following the first issuance of Securities pursuant to Section 301, 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 May 15 with respect to any of the events specified

                                       57
<PAGE>

in said Sections 313(a) and 313(b)(2) which may have occurred since the later of
the immediately preceding May 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 704.  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;
or, if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such
rules and regulations;

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

     (3)  transmit 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 EIGHT

                        Consolidation, Merger and Sales

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

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

                                       58
<PAGE>

     (1)  either the Company shall be the continuing or successor Person, or the
Person (if other than the Company) formed by such consolidation or into which
the Company is merged or which acquires by conveyance or transfer, or which
leases, the properties and assets of the Company substantially as an entirety
shall be a Corporation organized and existing under the laws of the United
States of America, any state thereof or the District of Columbia and shall
expressly assume, by an indenture (or indentures, if at such time there is more
than one Trustee) supplemental hereto, executed and delivered to the Trustee, in
form reasonably satisfactory 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 Outstanding 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;

     (2)  immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have happened and be continuing; and

     (3)  either the Company or the successor Person shall have delivered to the
Trustee an Officers" Certificate 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 and an Opinion of Counsel to the effect
that, if a supplemental indenture is required as aforesaid, such supplemental
indenture complies as to form in all material respects with the requirements of
clause (1) of this Section 801.

     Section 802.  Successor Person Substituted for Company.

     Upon any consolidation 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 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor 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 NINE

                            Supplemental Indentures

     Section 901.  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, in form reasonably satisfactory to the Trustee, for any of the following
purposes:

                                       59
<PAGE>

     (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 or global form, provided any such action shall not adversely
affect the interests of the Holders of Securities of any series or any Coupons
appertaining thereto in any material respect; or

     (4)  to establish the form or terms of Securities of any series and any
Coupons appertaining thereto as permitted by Sections 201 and 301; 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 609; or

     (6)  to cure any ambiguity or to correct or supplement any provision herein
which may be defective or which may be inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions
arising under this Indenture 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 for the benefit of the Holders
of 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, covenant
defeasance and/or satisfaction and discharge of any series of Securities
pursuant to Article Four, provided that any such action shall not adversely
affect the interests of any Holder of a Security of such series and any Coupons
appertaining thereto or any other Security or Coupon in any material respect; or

     (10) to secure the Securities, whether pursuant to Section 1006 or pursuant
to any other covenant or other term of any Securities or otherwise; or

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     (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 or in any Securities (which amendment or supplement may
apply to one or more series of Securities or to one or more Securities within
any series as specified in such supplemental indenture or indentures), provided
that such amendment or supplement does not apply to any Outstanding Security
issued prior to the date of such supplemental indenture and entitled to the
benefits of such provision.

     Section 902.  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 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 the Securities of such series or
of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental
indenture, 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 the rate (or modify the
calculation of such rate) of interest thereon, or reduce any Additional Amounts
payable 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 1004 (except as contemplated by Section 801(1) and permitted
by Section 901(1)), or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502 or the amount
thereof provable in bankruptcy pursuant to Section 504, or change the Place of
Payment where or the 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 Holder"s 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 pursuant to Article Thirteen at
the option of the Holder, on or after the date for repayment), in each case as
such Stated Maturity, Redemption Date or date for repayment may, if applicable,
be extended in accordance with the terms of such Security or any Coupon
appertaining thereto, 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 Section 513 or 1007
of this Indenture, or reduce the requirements of Section 1504 for quorum or
voting, or

     (3)  modify any of the provisions of Article Sixteen or the definition of
"Senior Indebtedness" in a manner adverse to the Holders of Subordinated
Securities, or

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<PAGE>

     (4)  modify any of the provisions of this Section, Section 513 or Section
1007, 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, if any, to convert
or exchange any Security for Common Stock or other securities in accordance with
its terms, or

     (6)  in the case of Subordinated Securities of any series, modify any of
the Subordination Provisions or the definition of "Senior Indebtedness" relating
to such series in a manner adverse to the holders of such Subordinated
Securities.

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

     Anything in this Indenture to the contrary notwithstanding, if more than
one series of Securities is Outstanding, the Company shall be entitled to enter
into a supplemental indenture under this Section 902 with respect to any one or
more series of Outstanding Securities without entering into a supplemental
indenture with respect to any other series of Outstanding Securities.

     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 903.  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 Sections 315(a) through 315(d) of the Trust Indenture
Act) shall be fully protected in relying upon, an Opinion of Counsel and an
Officers' Certificate to the effect that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee"s own rights, duties or immunities under this Indenture or
otherwise.

     Section 904.  Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of a Security theretofore or thereafter authenticated and delivered hereunder
and of any Coupon appertaining thereto shall be bound thereby.

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<PAGE>

     Section 905.  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 906.  Effect on Senior Indebtedness.

     No supplemental indenture shall directly or indirectly modify or eliminate
the Subordination Provisions or the definition of "Senior Indebtedness"
applicable with respect to the Subordinated Securities of any series in any
manner which might terminate or impair the subordination of such series of
Subordinated Securities to such Senior Indebtedness without the prior written
consent of the Holders of such Senior Indebtedness.

     Section 907.  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.


                                  ARTICLE TEN

                                   Covenants

     Section 1001. Payment of Principal, 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 1002. 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

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<PAGE>

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 London Stock Exchange 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 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, 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, 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 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, the Company
hereby designates the Borough of Manhattan, The City of New York as a Place of
Payment for each series of Securities, initially appoints the principal office
of the Trustee located in the Borough of Manhattan, The City of New York at
which at any particular time the Trustee performs the services contemplated by
this Section 1002 (which on the date of this Indenture is located at 14 Wall
Street, 8th Floor, New York, New York 10005) as the Company"s Office or Agency
in the Borough of Manhattan, The City of New York for such purpose and initially
appoints the Trustee as the Security Registrar for each series of Securities.
The Company may subsequently

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<PAGE>

appoint a different Office or Agency in the Borough of Manhattan, The City of
New York and, as provided in Section 305, may remove and replace from time to
time the Security Registrar.

     Section 1003.  Money for Securities Payments to Be Held in Trust.

     If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on, or any 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 in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) sufficient to pay the
principal, premium, interest and Additional Amounts, as the case may be, 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 of any failure so
to act.

     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, or 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 described in the preceding paragraph) sufficient to pay the
principal, premium, interest and Additional Amounts, as the case may be, 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 of any 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;

     (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, 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.

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<PAGE>

     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 such
premium or interest or Additional Amount 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,
may, not later than 30 days after the Company"s request for such repayment, at
the expense of the Company 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 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 and 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 1004.  Additional Amounts.

     If any Securities of a series provide for the payment of Additional
Amounts, the Company agrees to pay to the Holder of any such Security or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest 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 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
Securities of any series, if the Securities of a series provide for the payment
of Additional Amounts, at least 10 days prior to the first Interest Payment Date
with respect to such 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 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, or
interest, if any, on the Securities of such series shall be made to Holders of
Securities of such series or the Coupons appertaining thereto who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of such series or pursuant
to Section 301 with respect to the Securities of such series. If any such

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<PAGE>

withholding shall be required, then such Officers' Certificate shall specify by
country 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 the terms of such
Securities. The Company covenants to indemnify the Trustee and 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.

     Section 1005.  Corporate Existence.

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

     Section 1006.  Limitation on Liens.

     The Company will not, nor will it permit any Restricted Subsidiary to, at
any time create, incur, assume or guarantee any Indebtedness secured by any
mortgage, pledge, lien or security interest ("Lien") on any Principal Property
owned by the Company or any Restricted Subsidiary or any shares of capital stock
or Indebtedness of any Restricted Subsidiary, whether owned on the date of this
Indenture or thereafter acquired, without in any such case effectively
providing, concurrently with or prior to the creation, incurrence, assumption or
guarantee of such Indebtedness (the "Secured Indebtedness"), that the Securities
of any series (other than any series of Subordinated Securities) then
outstanding under this Indenture (together with, if the Company shall so
determine, any other Indebtedness or other liabilities or obligations created,
incurred, assumed or guaranteed by the Company or any Subsidiary and then
existing or thereafter created, incurred, assumed or guaranteed) shall be
secured by such Lien equally and ratably with (or, at the option of the Company,
prior to) such Secured Indebtedness, but only so long as such Secured
Indebtedness shall be so secured and outstanding; provided, however, that the
foregoing covenant shall not be applicable to Indebtedness secured by any of the
following:

          (a)  Liens on any property, shares of capital stock or Indebtedness
     acquired (whether by merger, consolidation, acquisition of assets or
     capital stock, or otherwise) after the date of this Indenture by the
     Company or any Restricted Subsidiary or any property constructed or
     improved after the date of this Indenture by the Company or any Restricted
     Subsidiary, to secure or provide for the payment of all or any part of the
     purchase price or cost thereof, or any Indebtedness created, incurred,
     assumed or guaranteed to finance all or any part of the purchase thereof or
     the cost of construction or cost of improvement of any such property and
     which was created, incurred, assumed or guaranteed or for which a bona fide
     firm commitment in writing was executed prior to, contemporaneously with or
     within 270 days after the acquisition of such property, shares of capital
     stock or Indebtedness or the latest to occur of the completion of
     construction or improvement or the commencement of full operations of such
     property, as the case may be; provided that such Liens shall not extend to
     any other property of the Company or any Restricted Subsidiary; or

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<PAGE>

          (b)  Liens in favor of the United States of America or any state,
     territory or possession thereof or other area subject to its jurisdiction
     or the District of Columbia, or any department, agency or instrumentality
     or political subdivision of the United States of America or any state,
     territory or possession thereof or other area subject to its jurisdiction
     or the District of Columbia, or in favor of any other country, or any
     department, agency or instrumentality or political subdivision thereof or
     any other domestic or foreign government or governmental body, agency or
     authority, to secure partial, progress, advance or other payments pursuant
     to any contract, statute, law or regulation or to secure any Indebtedness
     created, incurred, assumed or guaranteed for the purpose of financing all
     or any part of the purchase price or the cost of construction or
     improvement of the property subject to such Liens (including, but not
     limited to, Liens incurred in connection with pollution control, industrial
     revenue bond, private activity bond or similar financings); or

          (c)  Liens existing on the date of this Indenture; or

          (d)  Liens for or in connection with taxes, governmental assessments
     or similar governmental charges or levies or legal proceedings; or

          (e)  Liens in favor of the Company or a Subsidiary securing
     Indebtedness of the Company or a Subsidiary; or

          (f)  Liens on any property, shares of capital stock or Indebtedness
     existing at the time of acquisition thereof (whether by merger,
     consolidation, acquisition of assets or capital stock or otherwise);
     provided that such Liens were not created in contemplation of such
     acquisition; or

          (g)  Liens on any property, shares of capital stock or Indebtedness of
     a Person existing at the time such Person becomes a Subsidiary or is merged
     or consolidated with or into the Company or any Subsidiary; provided that
     such Liens were not created in contemplation of such transaction; or

          (h)  pledges or deposits in connection with workers' compensation,
     unemployment insurance and other social security legislation and deposits
     securing liability to insurance carriers under insurance or self-insurance
     arrangements; or

          (i)  statutory and common law Liens and landlords', carriers',
     warehousemen's, mechanics', suppliers', materialmen's, bankers',
     repairmen's and other similar Liens arising in the ordinary course of
     business; or

          (j)  pledges or deposits to secure performance in connection with
     bids, tenders, contracts or leases or surety, stay, appeal, indemnity,
     customs or performance bonds; or

          (k)  Liens incurred in connection with any forward contract, futures
     contract, swap, option or other financial agreement or arrangement
     (including, without limitation, any cap, floor, collar, lock or similar
     agreement or arrangement) which was entered into

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<PAGE>

     for hedging purposes or to fix, or to protect against changes in, interest
     rates, currency exchange rates or commodity prices; or

          (l)  any extension, renewal or replacement (or successive extensions,
     renewals or replacements), in whole or in part, of any Lien referred to in
     any of the foregoing subparagraphs (a) through (k) or in this subparagraph
     (l) (including, without limitation, in connection with any extension,
     renewal, replacement or refinancing, in whole or in part, of any
     Indebtedness secured thereby); provided that any Lien permitted under this
     subparagraph (l) is limited to all or any part of the same property, shares
     of capital stock and/or Indebtedness subject to the Lien so extended,
     renewed or replaced and secures no more Indebtedness than the Indebtedness
     secured by the Lien so extended, renewed or replaced plus any premiums,
     fees, costs or expenses payable in connection with the replacement,
     extension, renewal or refinancing of such Lien or the Indebtedness secured
     thereby.

     Notwithstanding the foregoing, the Company and any Restricted Subsidiary
may at any time create, incur, assume or guarantee Secured Indebtedness which
would otherwise be subject to the foregoing restrictions if, immediately after
giving effect thereto, the aggregate principal amount of all Secured
Indebtedness (not including Indebtedness permitted to be secured by Liens under
subparagraphs (a) through (l) above) does not exceed 15% of Consolidated Net
Tangible Assets determined as of such time.

     Unless otherwise expressly provided pursuant to Section 301 with respect to
a series of Subordinated Securities, this Section 1006 has been included in this
Indenture for the sole and exclusive benefit of each series of Securities other
than any series of Subordinated Securities, this Section 1006 shall not be
applicable to any series of Subordinated Securities, the Holders of the
Subordinated Securities of any series shall not be entitled to any right or
benefit under this Section 1006, and any breach of or failure to comply with
this Section 1006 shall not constitute a default or Event of Default with
respect to any series of Subordinated Securities.

     Section 1007.  Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 1002, 1005 or 1006 with respect to
the Securities of any series and, if expressly provided pursuant to Section
301(18), any additional covenants applicable to the Securities of such 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 1008.  Company Statement as to Compliance.

     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'

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Certificate) signed by the principal executive officer, the principal financial
officer or the principal accounting officer of the Company, stating whether or
not, to his or her knowledge, the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture
(without regard to notice requirements or periods of grace) and if the Company
shall be in default, specifying all such defaults and the nature and status
thereof of which he or she may have knowledge.


                                ARTICLE ELEVEN

                           Redemption of Securities

     Section 1101.  Applicability of Article.

     Redemption of Securities of any series at the option of the Company 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 1102.  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 or an Officers" Certificate. In case of any
redemption at the election of the Company of less than all of the Securities of
any series, the Company shall, at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal amount
of Securities of such series to be redeemed and, in the event that the Company
shall determine that the Securities of any series to be redeemed shall be
selected from Securities of such series having the same issue date, interest
rate or interest rate formula, Stated Maturity and other terms (the "Equivalent
Terms"), the Company shall notify the Trustee of such Equivalent Terms.

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

     If less than all of the Securities of any series are to be redeemed or if
less than all of the Securities of any series with Equivalent 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 or from the Outstanding Securities of such series with
Equivalent Terms, as the case may be, 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 Security of
such series not redeemed to less than the minimum denomination for a Security of
such series established herein or pursuant hereto.

     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.

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<PAGE>

     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
Securities of any series, if any Security selected for partial redemption is
converted or exchanged for Common Stock or other securities in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted or exchanged 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, unless otherwise directed by the Company, be
treated by the Trustee as Outstanding for the purpose of such selection.

     Section 1104.  Notice of Redemption.

     Notice of redemption shall be given in the manner provided in Section 106,
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)  that, in case any Security is to be redeemed in part only, 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,

     (5)  that, on the Redemption Date, the Redemption Price shall become due
and payable upon each such Security or portion thereof to be redeemed, together
(if applicable) with accrued and unpaid interest, if any, thereon (subject, if
applicable, to the provisos to the first paragraph of Section 1106), and, if
applicable, that interest thereon shall cease to accrue on and after said date,

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<PAGE>

     (6)  the place or places where such Securities, together (in the case of
Bearer Securities) with all Coupons appertaining thereto, if any, maturing 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 any
Registered Securities of such series are not 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 305 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 or
exchangeable into Common Stock or other securities, the then current 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, as applicable, 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 106 need not
identify particular Registered Securities to be redeemed.

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

     Section 1105.  Deposit of Redemption Price.

     On or prior to any Redemption Date, the Company shall deposit, with respect
to the Securities of any series called for redemption pursuant to Section 1104,
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money in the applicable Currency sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date, unless
otherwise specified pursuant to Section 301 for 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.

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<PAGE>

     Section 1106.  Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, together with (unless otherwise provided
with respect to the Securities of such series pursuant to Section 301) accrued
and unpaid interest, if any, thereon and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest, if any) 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,
unless otherwise provided in or pursuant to this Indenture, any accrued and
unpaid interest thereon and Additional Amounts with respect thereto to but
excluding the Redemption Date; provided, however, that, except as otherwise
provided in or pursuant to this Indenture or the Bearer Securities of such
series, 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 1002), and provided,
further, that, except as otherwise specified in or pursuant to this Indenture or
the Registered Securities of such series, 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 307.

     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, or, at the option of the
Company, after payment to the Trustee for the benefit of the Company of, 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 1002.

     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 or, if no rate is prescribed therefor in the Security, at the rate of
interest, if any, borne by such Security.

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<PAGE>

     Section 1107.  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 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 TWELVE

                                 Sinking Funds

     Section 1201.  Applicability of Article.

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

     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 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series and this Indenture.

     Section 1202.  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 Securities have not been previously so credited.
Such

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<PAGE>

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 1202, the principal
amount of Securities of such series to be redeemed in order to exhaust the
aforesaid cash 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 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 1203.  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 1202, 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 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.


                               ARTICLE THIRTEEN

                      Repayment at the Option of Holders

     Section 1301.  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 309, 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 directive that such Securities be
cancelled. Notwithstanding anything to the contrary contained in this Section
1301, in connection with any repayment of Securities, the

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<PAGE>

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
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. The Company will give
written notice to the Trustee at least five Business Days prior to the beginning
of any period during which Holders may tender their Securities for repayment
pursuant to this Section 1301.


                                ARTICLE FOURTEEN

                        Securities in Foreign Currencies

     Section 1401.   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 of any series in which not all of such
Securities are denominated in the same Currency, in the absence of any provision
to the contrary in or pursuant to this Indenture or the Securities of such
series, any amount in respect of any Security denominated in a Currency other
than Dollars shall be treated for any such action, determination 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 or
distribution (or, if there shall be no applicable record date, such other date
reasonably proximate to the date of such distribution) as the Company may
specify in a written notice to the Trustee or, in the absence of such written
notice, as the Trustee may determine.


                                ARTICLE FIFTEEN

                       Meetings of Holders of Securities

     Section 1501.  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 1502.  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 1501, 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,

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<PAGE>

setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

     (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 1501, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and 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 106) 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 1503.  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 1504.  Quorum; Action.

     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of at least 66-2/3% in
principal amount of the Outstanding Securities of a series, the Persons entitled
to vote 66-2/3% in principal amount of the Outstanding Securities of such series
shall constitute a quorum. 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 such adjourned meeting, such adjourned 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 adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1502(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.

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<PAGE>

     Except as limited by the proviso to Section 902, 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 902, any
resolution with respect to any consent or waiver which this Indenture expressly
provides may be given by the Holders of at least 66-2/3% in principal amount of
the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly convened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of at least 66-2/3% in principal
amount of the Outstanding Securities of that series; and provided, further,
that, except as limited by the proviso to Section 902, 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.

     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 1505.  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 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 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 104 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 1502(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.

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<PAGE>

     (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. If
the Securities of such series are issuable in minimum denominations of less than
$1,000, then a Holder of such a Security in a principal amount of less than
$1,000 shall be entitled to a fraction of one vote which is equal to the
fraction that the principal amount of such Security bears to $1,000. 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 1502 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.

     Section 1506.  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 in triplicate of all votes cast at the meeting. A record, at least in
triplicate, 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 1502 and, if
applicable, Section 1504. 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 SIXTEEN

                   Subordination of Subordinated Securities

     Section 1601.  Agreement to Subordinate.

     The Company, for itself, its successors and assigns, covenants and agrees,
and each Holder of Subordinated Securities of any series by his acceptance
thereof, likewise covenants and agrees, that the payment of the principal of
(and premium, if any) and interest, if any, on, and Additional Amounts, if any,
in respect of each and all of the Subordinated Securities of such series shall
be expressly subordinated, to the extent and in the manner provided in the

                                       79
<PAGE>

Subordination Provisions established with respect to the Subordinated Securities
of such series pursuant to Section 301(24) hereof, in right of payment to the
prior payment in full of all Senior Indebtedness with respect to such series.

                                 *  *  *  *  *

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

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<PAGE>

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

                                   CNF TRANSPORTATION INC.



                                   By __________________________________________
                                      Name:
                                      Title:


                                   BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
                                        as Trustee



                                   By __________________________________________
                                      Name:
                                      Title:

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