Exhibit 4.3


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





                             ALLEGHENY ENERGY, INC.

                                       TO

                          BANK ONE TRUST COMPANY, N.A.,
                                     Trustee





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


                                    INDENTURE


                         Dated as of ____________, 200__


                          SUBORDINATED DEBT SECURITIES

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





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

<PAGE>


                             ALLEGHENY ENERGY, INC.
           CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310
           THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

Trust Indenture Act                                                Indenture
     Section                                                        Section
 Section 310(a)(1) ............................................   609
      (a)(2)       ............................................   609
      (a)(3)       ............................................   Not Applicable
      (a)(4)       ............................................   Not Applicable
      (b)          ............................................   608
                                                                  610
 Section 311(a)    ............................................   613
      (b)          ............................................   613
 Section 312(a)    ............................................   701
                                                                  702
      (b)          ............................................   702
      c)           ............................................   702
 Section 313(a)    ............................................   703
      b)           ............................................   703
      (c)          ............................................   703
      (d)          ............................................   703
 Section 314(a)    ............................................   704
      (a)(4)       ............................................   101
                                                                  1004
      (b)          ............................................   Not Applicable
      (c)(1)       ............................................   102
      (c)(2)       ............................................   102
      (c)(3)       ............................................   Not Applicable
      (d)          ............................................   Not Applicable
      (e)          ............................................   102
 Section 315(a)    ............................................   601
      (b)          ............................................   602
      (c)          ............................................   601
      (d)          ............................................   601
      (e)          ............................................   514
 Section 316(a)    ............................................   101
      (a)(1)(A)    ............................................   502
                                                                  512
      (a)(1)(B)    ............................................   513
      (a)(2)       ............................................   Not Applicable
      (b)          ............................................   508
      (c)          ............................................   104
 Section 317(a)(1) ............................................   503
      (a)(2)       ............................................   504
      (b)          ............................................   1003
 Section 318(a)    ............................................   107

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

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

<PAGE>


                                TABLE OF CONTENTS
                                 --------------
                                                                            PAGE

PARTIES........................................................................1
RECITALS.......................................................................1


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.      Definitions..................................................1
                  Act..........................................................2
                  Affiliate....................................................2
                  Allegheny Capital Trust......................................2
                  Authenticating Agent.........................................2
                  Board of Directors...........................................2
                  Board Resolution.............................................2
                  Business Day.................................................2
                  Capital Lease Obligation.....................................2
                  Commission...................................................3
                  Company......................................................3
                  Company Request..............................................3
                  Company Order................................................3
                  Conditional Redemption.......................................3
                  Corporate Trust Office.......................................3
                  Corporation..................................................3
                  Covenant Defeasance..........................................3
                  Defaulted Interest...........................................3
                  Defeasance...................................................3
                  Depositary...................................................3
                  Event of Default.............................................4
                  Exchange Act.................................................4
                  Expiration Date..............................................4
                  Expiration Date..............................................4
                  Guarantee....................................................4
                  Holder.......................................................4
                  Indenture....................................................4
                  Incur........................................................4
                  Indebtedness.................................................5
                  Interest.....................................................5
                  Interest Payment Date........................................5
                  Investment Company Act.......................................5

                                       -i-
<PAGE>


                  Junior Subordinated Payment..................................5
                  Maturity.....................................................5
                  Notice of Default............................................5
                  Officers' Certificate........................................5
                  Opinion of Counsel...........................................5
                  Original Issue Discount Security.............................5
                  Outstanding..................................................5
                  Paying Agent.................................................7
                  Payment Blockage Period......................................7
                  Person.......................................................7
                  Place of Payment.............................................7
                  Predecessor Security.........................................7
                  Preferred Securities.........................................7
                  Proceeding...................................................7
                  Redemption Date..............................................7
                  Redemption Price.............................................7
                  Regular Record Date..........................................7
                  Responsible Officer..........................................7
                  Securities...................................................7
                  Securities Act...............................................8
                  Securities Payment...........................................8
                  Security Register............................................8
                  Security Registrar...........................................8
                  Senior Indebtedness..........................................8
                  Senior Nonmonetary Default...................................9
                  Senior Payment Default.......................................9
                  Special Record Date..........................................9
                  Stated Maturity..............................................9
                  Subsidiary...................................................9
                  Trust Indenture Act.........................................10
                  Trustee.....................................................10
                  U.S. Government Obligation..................................10
                  Vice President..............................................10
Section 102.      Compliance Certificates and Opinions........................10
Section 103.      Form of Documents Delivered to Trustee......................11
Section 104.      Acts of Holders; Record Dates...............................11
Section 105.      Notices, Etc., to Trustee and Company.......................14
Section 106.      Notice to Holders; Waiver...................................14
Section 107.      Conflict with Trust Indenture Act...........................14
Section 108.      Effect of Headings and Table of Contents....................15
Section 109.      Successors and Assigns......................................15
Section 110.      Separability Clause.........................................15
Section 111.      Benefits of Indenture.......................................15

                                      -ii-
<PAGE>

Section 112.      Governing Law...............................................15
Section 113.      Legal Holidays..............................................15



                                   ARTICLE TWO

                                 SECURITY FORMS

Section 201.      Forms Generally.............................................16
Section 202.      Form of Face of Security....................................16
Section 203.      Form of Reverse of Security.................................18
Section 204.      Form of Legend for Global Securities........................22
Section 205.      Form of Trustee's Certificate of Authentication.............23


                                  ARTICLE THREE

                                 THE SECURITIES

Section 301.      Amount Unlimited; Issuable in Series........................23
Section 302.      Denominations...............................................26
Section 303.      Execution, Authentication, Delivery and Dating..............26
Section 304.      Temporary Securities........................................28
Section 305.      Registration, Registration of Transfer and Exchange.........29
Section 306.      Mutilated, Destroyed, Lost and Stolen Securities............31
Section 307.      Payment of Interest; Interest Rights Preserved..............31
Section 308.      Persons Deemed Owners.......................................33
Section 309.      Cancellation................................................33
Section 310.      Computation of Interest.....................................33
Section 311.      CUSIP Numbers...............................................33


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.      Satisfaction and Discharge of Indenture.....................34
Section 402.      Application of Trust Money..................................35


                                  ARTICLE FIVE

                                    REMEDIES

Section 501.      Events of Default...........................................35

                                      -iii-
<PAGE>


Section 502.      Acceleration of Maturity; Rescission and Annulment..........37
Section 503.      Collection of Indebtedness and Suits for Enforcement
                    by Trustee................................................38
Section 504.      Trustee May File Proofs of Claim............................38
Section 505.      Trustee May Enforce Claims Without Possession
                    of Securities.............................................39
Section 506.      Application of Money Collected..............................39
Section 507.      Limitation on Suits.........................................40
Section 508.      Unconditional Right of Holders to Receive Principal,
                    Premium and Interest......................................40
Section 509.      Restoration of Rights and Remedies..........................41
Section 510.      Rights and Remedies Cumulative..............................41
Section 511.      Delay or Omission Not Waiver................................41
Section 512.      Control by Holders..........................................41
Section 513.      Waiver of Past Defaults.....................................42
Section 514.      Undertaking for Costs.......................................42
Section 515.      Waiver of Usury, Stay or Extension Laws.....................42


                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601.      Certain Duties and Responsibilities.........................43
Section 602.      Notice of Defaults..........................................43
Section 603.      Certain Rights of Trustee...................................43
Section 604.      Not Responsible for Recitals or Issuance of Securities......44
Section 605.      May Hold Securities.........................................45
Section 606.      Money Held in Trust.........................................45
Section 607.      Compensation and Reimbursement..............................45
Section 608.      Conflicting Interests.......................................46
Section 609.      Corporate Trustee Required; Eligibility.....................46
Section 610.      Resignation and Removal; Appointment of Successor...........46
Section 611.      Acceptance of Appointment by Successor......................48
Section 612.      Merger, Conversion, Consolidation or Succession
                    to Business...............................................49
Section 613.      Preferential Collection of Claims Against Company...........49
Section 614.      Appointment of Authenticating Agent.........................50


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.      Company to Furnish Trustee Names and Addresses of Holders...51
Section 702.      Preservation of Information; Communications to Holders......52
Section 703.      Reports by Trustee..........................................52

                                      -iv-
<PAGE>

Section 704.      Reports by Company..........................................52


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.      Company May Consolidate, Etc., Only on Certain Terms........53
Section 802.      Successor Substituted.......................................54


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.      Supplemental Indentures Without Consent of Holders..........54
Section 902.      Supplemental Indentures With Consent of Holders.............55
Section 903.      Execution of Supplemental Indentures........................56
Section 904.      Effect of Supplemental Indentures...........................57
Section 905.      Conformity with Trust Indenture Act.........................57
Section 906.      Reference in Securities to Supplemental Indentures..........57


                                   ARTICLE TEN

                                    COVENANTS

Section 1001.     Payment of Principal, Premium and Interest..................57
Section 1002.     Maintenance of Office or Agency.............................57
Section 1003.     Money for Securities Payments to Be Held in Trust...........58
Section 1004.     Statement by Officers as to Default.........................59
Section 1005.     Existence...................................................59
Section 1006.     Maintenance of Properties...................................60
Section 1007.     Payment of Taxes and Other Claims...........................60
Section 1008.     Waiver of Certain Covenants.................................60
Section 1009.     Calculation of Original Issue Discount......................60


                                 ARTICLE ELEVEN

                           SUBORDINATION OF SECURITIES

Section 1101.     Securities Subordinate to Senior Indebtedness...............61
Section 1102.     Payment Over of Proceeds Upon Dissolution, Etc..............61
Section 1103.     No Payment When Senior Indebtedness in Default..............63

                                       -v-

<PAGE>


Section 1104.     Payment Permitted If No Default.............................64
Section 1105.     Subrogation to Rights of Holders of Senior Indebtedness.....64
Section 1106.     Provisions Solely to Define Relative Rights.................65
Section 1107.     Trustee to Effectuate Subordination.........................65
Section 1108.     No Waiver of Subordination Provisions.......................65
Section 1109.     Notice to Trustee...........................................66
Section 1110.     Reliance on Judicial Order or Certificate of
                    Liquidating Agent.........................................67
Section 1111.     Trustee Not Fiduciary for Holders of Senior Indebtedness....67
Section 1112.     Rights of Trustee as Holder of Senior Indebtedness;
                    Preservation of Trustee's Rights..........................67
Section 1113.     Article Applicable to Paying Agents.........................68


                                 ARTICLE TWELVE

                            REDEMPTION OF SECURITIES

Section 1201.     Applicability of Article....................................68
Section 1202.     Election to Redeem; Notice to Trustee.......................68
Section 1203.     Selection by Trustee of Securities to Be Redeemed...........68
Section 1204.     Notice of Redemption........................................69
Section 1205.     Deposit of Redemption Price.................................70
Section 1206.     Securities Payable on Redemption Date.......................70
Section 1207.     Securities Redeemed in Part.................................71


                                ARTICLE THIRTEEN

                                  SINKING FUNDS

Section 1301.     Applicability of Article....................................71
Section 1302.     Satisfaction of Sinking Fund Payments with Securities.......71
Section 1303.     Redemption of Securities for Sinking Fund...................72


                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1401.     Company's Option to Effect Defeasance or
                    Covenant Defeasance.......................................72
Section 1402.     Defeasance and Discharge....................................72
Section 1403.     Covenant Defeasance.........................................73
Section 1404.     Conditions to Defeasance or Covenant Defeasance.............73

                                      -vi-
<PAGE>


Section 1405.     Deposited Money and U.S. Government Obligations
                    to Be Held in Trust; Miscellaneous Provisions ............76
TESTIMONIUM ..................................................................78
SIGNATURES AND SEALS..........................................................78
ACKNOWLEDGMENTS...............................................................79

                                      -vii-
<PAGE>


              INDENTURE, dated as of __________, 200__, between ALLEGHENY
ENERGY, INC., a corporation duly organized and existing under the laws of the
State of Maryland (herein called the "Company"), having its principal office at
10435 Downsville Pike, Hagerstown, Maryland 21274-1766 and BANK ONE TRUST
COMPANY, N.A., a national banking association, as Trustee (herein called the
"Trustee") having its corporate office at 153 West 51st Street, 5th Floor, New
York, New York 10019.

                             RECITALS OF THE COMPANY

              The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured and
subordinated debentures, notes or other evidences of indebtedness (herein called
the "Securities"), to be issued in one or more series as in this Indenture
provided.

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 101   DEFINITIONS.

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

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

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

              (3) all accounting terms not otherwise defined herein have the
       meanings assigned to them in accordance with generally accepted
       accounting principles, and, except as otherwise herein expressly
       provided, the term "generally accepted accounting principles" with
       respect to any


<PAGE>

       computation required or permitted hereunder shall mean such accounting
       principles as are generally accepted at the date of such computation;
       and;

              (4) unless the context otherwise requires, any reference to an
       "Article" or a "Section" refers to an Article or a Section, as the case
       may be, of this Indenture; and

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

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

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

              "Allegheny Capital Trust" means one or more business trusts,
partnerships or limited liability companies created by the Company for the
purpose of issuing undivided beneficial interests therein in connection with the
purchase of Securities under this Indenture.

              "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

              "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

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

              "Business Day", when used with respect to any Place of Payment,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment are authorized or obligated
by law or executive order to close.

              "Capital Lease Obligation" of any Person means the obligation to
pay rent or make other payments under a lease of (or other Indebtedness
arrangements conveying

                                       -2-
<PAGE>


the right to use) real or personal property of such Person which is required to
be classified and accounted for as a capital lease or a liability on the balance
sheet of such Person in accordance with generally accepted accounting
principles. The Stated Maturity of such obligation shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a
penalty.


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

              "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.

              "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

              "Conditional Redemption" has the meaning specified in Section
1204.

              "Corporate Trust Office" means the principal office of the Trustee
in New York, New York at which at any particular time its corporate trust
business shall be administered, which at the date of this Indenture is 153 West
51st Street, 5th Floor, New York, New York 10019.

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

              "Covenant Defeasance" has the meaning specified in Section 1403.

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

              "Defeasance" has the meaning specified in Section 1402.

              "Depositary" means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 301.

                                       -3-
<PAGE>


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

              "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

              "Expiration Date" has the meaning specified in Section 104.

              "Expiration Date" means a Security that evidences all or part of
the Securities of any series and bears the legend set forth in Section 204 (or
such legend as may be specified as contemplated by Section 301 for such
Securities).

              "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including,
without limitation, any obligation of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (ii) to purchase property, securities or
services for the purpose of assuring the holder of such Indebtedness of the
payment of such Indebtedness or (iii) to maintain working capital, equity
capital or other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness (and
"Guaranteed," "Guaranteeing" and "Guarantor" shall have meanings correlative to
the foregoing); provided, however, that the Guarantee by any Person shall not
include endorsements by such Person for collection or deposit, in either case,
in the ordinary course of business.

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

              "Indenture" means this instrument as originally executed and 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,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

              "Incur" means, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (by conversion, exchange or
otherwise), assume, Guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to
generally accepted accounting principles or otherwise, of any such Indebtedness
or other obligation as a liability on the balance sheet of such Person (and
"Incurrence," "Incurred," "Incurrable" and "Incurring" shall have meanings
correlative to the foregoing); provided, however, that a change in generally
accepted accounting principles that results in an obligation of such Person that
exists at such time becoming Indebtedness shall not be deemed an Incurrence of
such Indebtedness.

                                       -4-
<PAGE>


              "Indebtedness" means (without duplication), with respect to any
Person, whether recourse is to all or a portion of the assets of such Person,
all Indebtedness described in clauses (1)-(6) of the definition of Senior
Indebtedness (all references to the Company in such definition being deemed to
refer to such Person).

              "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

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

              "Investment Company Act" means the Investment Company Act of 1940
and any statute successor thereto, in each case as amended from time to time.

              "Junior Subordinated Payment" has the meaning specified in Section
1102.

              "Maturity", when used 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 therein or herein provided, whether at the Stated Maturity or
by declaration of acceleration, call for redemption or otherwise.

              "Notice of Default" means a written notice of the kind specified
in Section 501(4).

              "Officers' Certificate" means a certificate signed by the Chairman
of the Board, a Vice Chairman of the Board, the President or a Vice President,
and by the Treasurer, an Assistant Treasurer, the Comptroller, the Secretary or
an Assistant Secretary, of the Company, and delivered to the Trustee. One of the
officers signing an Officers' Certificate given pursuant to Section 1004 shall
be the principal executive, financial or accounting officer of the Company.

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

              "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

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

                                       -5-
<PAGE>


              (1)    Securities   theretofore   cancelled   by  the  Trustee  or
       delivered to the Trustee for cancellation;

              (2) Securities for whose payment or redemption money in the
       necessary amount has been theretofore deposited 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; 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;

              (6)    Securities  as  to  which   Defeasance  has  been  effected
       pursuant to Section 1402; and

              (7) Securities which have 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, other than any such Securities
       in respect of which there shall have been presented to the Trustee proof
       satisfactory to it that such Securities are held by a bona fide purchaser
       in whose hands such Securities are valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is

                                       -6-
<PAGE>


not the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor.

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

              "Payment Blockage Period" has the meaning specified in Section
1103.

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

              "Place of Payment", when used with respect to the Securities of
any series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

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

              "Preferred Securities" means undivided preferred beneficial
interests in an Allegheny Capital Trust.

              "Proceeding" has the meaning specified in Section 1102.

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

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

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

              "Responsible Officer", when used with respect to the Trustee,
means any officer assigned by the Trustee to administer corporate trust matters
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

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

                                       -7-
<PAGE>


              "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

              "Securities Payment" has the meaning specified in Section 1102.

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

              "Senior Indebtedness" means the principal of, premium, if any,
interest on and any other payment due pursuant to any of the following, whether
Incurred on or prior to the date hereof or hereafter Incurred:

              (1)    all obligations of the Company for money borrowed;

              (2) all obligations of the Company evidenced by notes, debentures,
       bonds or other similar instruments, including obligations Incurred in
       connection with the acquisition of property, assets or businesses;

              (3)    all Capital Lease Obligations of the Company;

              (4) all reimbursement obligations of the Company with respect to
       letters of credit, bankers' acceptances or similar facilities issued for
       the account of the Company;

              (5) all obligations of the Company issued or assumed as the
       deferred purchase price of property or services, including all
       obligations under master lease transactions pursuant to which the Company
       or any of its subsidiaries have agreed to be treated as owner of the
       subject property for federal income tax purposes (but excluding trade
       accounts payable or accrued liabilities arising in the ordinary course of
       business);

              (6) all payment obligations of the Company under interest rate
       swap or similar agreements or foreign currency hedge, exchange or similar
       agreements at the time of determination, including any such obligations
       Incurred by the Company solely to act as a hedge against increases in
       interest rates that may occur under the terms of other outstanding
       variable or floating rate Indebtedness of the Company;

              (7) all obligations of the type referred to in clauses (1) through
       (6) above of another Person and all dividends of another Person the
       payment of which, in either case, the Company has assumed or Guaranteed
       or for which the Company is responsible or liable, directly or
       indirectly, jointly or severally, as obligor, guarantor or otherwise;

                                       -8-
<PAGE>


              (8)    the following  series of debt  securities:  7.75% Notes Due
       August 1, 2005;

              (9)    all  compensation  and  reimbursement  obligations  of  the
       Company pursuant to Section 607; and

              (10) all amendments, modifications, renewals, extensions,
       refinancings, replacements and refundings by the Company of any such
       Indebtedness referred to in clauses (1) through (6) above (and of any
       such amended, modified, renewed, extended, refinanced, refunded or
       replaced Indebtedness);

PROVIDED, HOWEVER, that the following shall not constitute Senior Indebtedness:
(A) any Indebtedness owed to a Person when such Person is a Subsidiary of the
Company, (B) any Indebtedness which by the terms of the instrument creating or
evidencing the same expressly provides that it is not superior in right of
payment to the Securities, (C) any Indebtedness to the extent Incurred in
violation of this Indenture, (D) trade accounts payable or accrued liabilities
arising in the course of business or (E) all other debt securities of the
Company issued by the Company to any trust, other than an Allegheny Capital
Trust, or a trustee of such trust, or to a partnership or other Affiliate of the
Company that acts as a financing vehicle for the Company, in connection with the
issuance by such vehicles of equity securities or other securities that are
similar to the Preferred Securities which may be issued by an Allegheny Capital
Trust. For purposes of this definition, "Indebtedness" includes any obligation
to pay principal, premium (if any), interest, penalties, reimbursement or
indemnity amounts, fees and expenses (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to the
Company whether or not a claim for post-petition interest is allowed in such
proceeding). Any Senior Indebtedness shall continue to be Senior Indebtedness
and entitled to the benefits of the subordination provisions of Article Eleven
irrespective of any amendment, modification or waiver of any term of such Senior
Indebtedness.

              "Senior Nonmonetary Default" has the meaning specified in Section
1103.

              "Senior Payment Default" has the meaning specified in Section
1103.

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

              "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

              "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more


                                       -9-
<PAGE>


other Subsidiaries, or by the Company and one or more other Subsidiaries. For
the purposes of this definition, "voting stock" means stock which ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.

              "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; PROVIDED, HOWEVER,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

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

              "U.S. Government Obligation" has the meaning specified in Section
1404.

              "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.

              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 such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

              Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include,

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

              (2) a brief statement as to the nature and scope of the
       examination or investigation upon which the statements or opinions
       contained in such certificate or opinion are based;

                                      -10-
<PAGE>


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

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

Section 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

Section 104.  ACTS OF HOLDERS; RECORD DATES.

              (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made 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 agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any

                                      -11-
<PAGE>


purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

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

              (c)    The ownership of Securities shall be proved by the Security
Register.

              (d) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of 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, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

              (e) The Company may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration


                                      -12-
<PAGE>


Date to be given to the Trustee in writing and to each Holder of Securities of
the relevant series in the manner set forth in Section 106.

              (f) The Trustee may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

              (g) With respect to any record date set pursuant to this Section,
the party hereto which sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 106, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

              (h) Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

                                      -13-
<PAGE>


Section 105.  NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

              (1)    the  Trustee  by any  Holder  or by 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,
       Attention: Corporate Trust Administration, or

              (2) the Company by the Trustee or by any Holder shall be
       sufficient for every purpose hereunder (unless otherwise herein expressly
       provided) if in writing and mailed, first-class postage prepaid, to the
       Company addressed to it 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; WAIVER.

              Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date
(if any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. 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
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.

              In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

Section 107.  CONFLICT WITH TRUST INDENTURE ACT.

              If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act which is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded,

                                      -14-
<PAGE>


the latter provision shall be deemed to apply to this Indenture as so modified
or to be excluded, as the case may be.

Section 108.  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 109.  SUCCESSORS AND ASSIGNS.

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

Section 110.  SEPARABILITY CLAUSE.

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

Section 111.  BENEFITS OF INDENTURE.

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

Section 112.  GOVERNING LAW.

              This Indenture and the Securities shall be governed by and
construed in accordance with the law of the State of New York.

Section 113.  LEGAL HOLIDAYS.

              In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of any Security which specifically states
that such provision shall apply in lieu of this Section)) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity.

                                      -15-
<PAGE>


                                   ARTICLE TWO

                                 SECURITY FORMS

Section 201.  FORMS GENERALLY.

              The Securities of each series shall be in substantially the form
set forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

              The definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

Section 202.  FORM OF FACE OF SECURITY.

              [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                             ALLEGHENY ENERGY, INC.
                       -----------------------------------
No. _________                                                        $__________

CUSIP No.______


              ALLEGHENY ENERGY,  INC., a corporation duly organized and existing
under the laws of Maryland (herein called the "Company", which term includes any
successor  Person  under  the  Indenture  hereinafter  referred  to),  for value
received,   hereby   promises  to  pay   to...............................,   or
registered   assigns,   the   principal   sum   of....................   Dollars
on...............................[IF  THE SECURITY IS TO BEAR INTEREST  PRIOR TO
MATURITY,  INSERT--, and to pay interest thereon  from.................  or from
the most recent  Interest  Payment Date to which  interest has been paid or duly
provided for,  [monthly][quarterly][semi-annually  on ......... and ......... in
such  year],  commencing  .........,  at the rate of ....% per annum,  until the
principal hereof is paid or made available

                                      -16-
<PAGE>


for payment [IF APPLICABLE, INSERT--, provided that any principal and premium,
and any such installment of interest, which is overdue shall bear interest at
the rate of ...% per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due until they
are paid or made available for payment, and such interest shall be payable on
demand]. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the ............. (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture].

              [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT
-- The principal of this Security shall not bear interest except in the case of
a default in payment of principal upon acceleration, upon redemption or at
Stated Maturity and in such case the overdue principal and any overdue premium
shall bear interest at the rate of ....% per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment. Interest on
any overdue principal or premium shall be payable on demand. [Any such interest
on overdue principal or premium which is not paid on demand shall bear interest
at the rate of ......% per annum (to the extent that the payment of such
interest on interest shall be legally enforceable), from the date of such demand
until the amount so demanded is paid or made available for payment. Interest on
any overdue interest shall be payable on demand.]]

              Payment of the principal of (and premium, if any) and [IF
APPLICABLE, INSERT -- any such] interest on this Security will be made at the
office or agency of the Company maintained for that purpose in New York, New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts [IF APPLICABLE,
INSERT -- ; PROVIDED, HOWEVER, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register].

              Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                                      -17-
<PAGE>


              Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

              IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.

Dated:  _______________________


                                                    ALLEGHENY ENERGY, INC.


                                                    By:_________________________

                                                       _________________________

Attest:

_________________________


Section 203.  FORM OF REVERSE OF SECURITY.

              This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of o,2002 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and Bank One Trust Company, N.A., as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee, the holders of Senior Indebtedness and the Holders
of the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [IF APPLICABLE, INSERT-- , limited in aggregate principal amount
to $.].

              [IF APPLICABLE,  INSERT--The Securities of this series are subject
to  redemption  upon not less  than 30 days'  notice  by mail,  [IF  APPLICABLE,
INSERT--(1)  on  ...........  in any year  commencing  with the year ......  and
ending with the year through  operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [IF
APPLICABLE, INSERT--on or after .........., ....], as a whole or in part, at the
election of the  Company,  at the  following  Redemption  Prices  (expressed  as
percentages of the principal amount): If redeemed [IF --- APPLICABLE, INSERT--on
or  before  ...,%  and  if  redeemed]   during   the 12-month  period  beginning
 .................. of the years indicated.

                                      -18-
<PAGE>


Year                 Redemption Price     Year                  Redemption Price








and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption [IF APPLICABLE, INSERT -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

              [IF APPLICABLE,  INSERT--The Securities of this series are subject
to  redemption  upon not less than 30 days'  notice by mail,  (1) on in any year
commencing with the year .... and ending with the year .... through operation of
the sinking fund for this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below, and (2) at any time [IF APPLICABLE,  INSERT--on or
after  ............],  as a whole or in part, at the election of the Company, at
the  Redemption  Prices for redemption  otherwise than through  operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below: If redeemed during the 12-month period

                                Redemption Price           Redemption Price For
                                 For Redemption            Redemption Otherwise
                                Through Operation         Than Through Operation
     YEAR                      OF THE SINKING FUND         OF THE SINKING FUND
     ----                      -------------------         -------------------








and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business

                                      -19-
<PAGE>


on the relevant Record Dates referred to on the face hereof,  all as provided in
the Indenture.]

              [IF APPLICABLE, INSERT -- Notwithstanding the foregoing, the
Company may not, prior to ............., redeem any Securities of this series as
contemplated by [IF APPLICABLE, INSERT -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than ...% per annum.]

              [IF APPLICABLE, INSERT -- The sinking fund for this series
provides for the redemption on ... in each year beginning with the year.......
and ending with the year of [IF APPLICABLE, INSERT - not less than $..........
("mandatory sinking fund") and not more than] $......... aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [IF APPLICABLE, INSERT --
mandatory] sinking fund payments may be credited against subsequent [IF
APPLICABLE, INSERT -- mandatory] sinking fund payments otherwise required to be
made [IF APPLICABLE, INSERT -- , in the inverse order in which they become
due].]

              [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT --
In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.]

              [IF APPLICABLE, INSERT -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

              The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such actions as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each Holder hereof, by his or her acceptance hereof, waives
all notice of the acceptance of the subordination provisions contained herein
and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter created, incurred, assumed or guaranteed, and waives
reliance by each such Holder upon said provisions.

              [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY,
INSERT -- If an Event of Default with respect to Securities of this series shall
occur and be continuing,

                                      -20-
<PAGE>


the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.]

              [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

              The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

              As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

                                      -21-
<PAGE>


              No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.

              As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

              The Securities of this series are issuable only in registered form
without coupons in denominations of $....... and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

              No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

              Interest on the Security shall be computed on the basis of a
360-day year of twelve 30-day months.

              Prior to due presentment of this 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 this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

              This Security shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of laws
principles.

              All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

Section 204.  FORM OF LEGEND FOR GLOBAL SECURITIES.

              Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

                                      -22-
<PAGE>


              THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Section 205.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

              The Trustee's certificates 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, N.A.,
                                         As Trustee
                                         By:____________________________
                                         Authorized Officer

                                  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. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

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

              (2)  any limit upon the aggregate principal amount of the
       Securities of the 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 the series pursuant to Section 304, 305, 306, 906 or 1207
       and except for

                                      -23-
<PAGE>


       any Securities  which,  pursuant to Section 303, are deemed never to have
       been authenticated and delivered hereunder);

              (3)  the Person to whom any interest on a Security of the series
       shall be payable, if other than the Person in whose name that Security
       (or one or more Predecessor Securities) is registered at the close of
       business on the Regular Record Date for such interest;

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

              (5)  the rate or rates at which any Securities of the series shall
       bear interest, if any, the date or dates from which any such interest
       shall accrue, the Interest Payment Dates on which any such interest shall
       be payable and the Regular Record Date for any such interest payable on
       any Interest Payment Date;

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

              (7)  the place or places where the principal of and any premium
       and interest on any Securities of the series shall be payable;

              (8)  the period or periods within which, the price or prices at
       which and the terms and conditions upon which any Securities of the
       series may be redeemed, in whole or in part, at the option of the Company
       and, if other than by a Board Resolution, the manner in which any
       election by the Company to redeem the Securities shall be evidenced;

              (9)  the obligation, if any, of the Company to redeem or purchase
       any Securities of the series pursuant to any sinking fund or analogous
       provisions or at the option of the Holder thereof and the period or
       periods within which, the price or prices at which and the terms and
       conditions upon which any Securities of the series shall be redeemed or
       purchased, in whole or in part, pursuant to such obligation;

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

              (11) if the amount of principal of or any premium or interest on
       any Securities of the series may be determined with reference to an index
       or pursuant to a formula, the manner in which such amounts shall be
       determined;

                                      -24-
<PAGE>


              (12) if other than the currency of the United States of America,
       the currency, currencies or currency units in which the principal of or
       any premium or interest on any Securities of the series shall be payable
       and the manner of determining the equivalent thereof in the currency of
       the United States of America for any purpose, including for purposes of
       the definition of "Outstanding" in Section 101;

              (13) if the principal of or any premium or interest on any
       Securities of the series is to be payable, at the election of the Company
       or the Holder thereof, in one or more currencies or currency units other
       than that or those in which such Securities are stated to be payable, the
       currency, currencies or currency units in which the principal of or any
       premium or interest on such Securities as to which such election is made
       shall be payable, the periods within which and the terms and conditions
       upon which such election is to be made and the amount so payable (or the
       manner in which such amount shall be determined);

              (14) if other than the entire principal amount thereof, the
       portion of the principal amount of any Securities of the series which
       shall be payable upon declaration of acceleration of the Maturity thereof
       pursuant to Section 502;

              (15) if the principal amount payable at the Stated Maturity of any
       Securities of the series will not be determinable as of any one or more
       dates prior to the Stated Maturity, the amount which shall be deemed to
       be the principal amount of such Securities as of any such date for any
       purpose thereunder or hereunder, including the principal amount thereof
       which shall be due and payable upon any Maturity other than the Stated
       Maturity or which shall be deemed to be Outstanding as of any date prior
       to the Stated Maturity (or, in any such case, the manner in which such
       amount deemed to be the principal amount shall be determined);

              (16) if applicable, that the Securities of the series, in whole or
       any specified part, shall be defeasible pursuant to Section 1402 or
       Section 1403 or both such Sections and, if other than by a Board
       Resolution, the manner in which any election by the Company to defease
       such Securities shall be evidenced;

              (17) if applicable, that any Securities of the series shall be
       issuable in whole or in part in the form of one or more Global Securities
       and, in such case, the respective Depositaries for such Global
       Securities, the form of any legend or legends which shall be borne by any
       such Global Security in addition to or in lieu of that set forth in
       Section 204 and any circumstances in addition to or in lieu of those set
       forth in Clause (2) of the last paragraph of Section 305 in which any
       such Global Security


                                      -25-
<PAGE>


       may be exchanged in whole or in part for Securities registered, and any
       transfer of such Global Security in whole or in part may be registered,
       in the name or names of Persons other than the Depositary for such Global
       Security or a nominee thereof;

              (18) any addition to or change in the Events of Default which
       applies to any Securities of the series and any change in the right of
       the Trustee or the requisite Holders of such Securities to declare the
       principal amount thereof due and payable pursuant to Section 502;

              (19) any addition to or change in the covenants set forth in
       Article Ten which applies to Securities of the series;

              (20) any other terms of the series (which terms shall not be
       inconsistent with the provisions of this Indenture, except as permitted
       by Section 901(5)), including any terms necessary, customary or desirable
       to facilitate the issuance of Preferred Securities by an Allegheny
       Capital Trust.

All Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

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

              The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article Eleven.

Section 302.  DENOMINATIONS.

              The Securities of each series shall be issuable only in registered
form without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

Section 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

              The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President, its Treasurer or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant

                                      -26-
<PAGE>


Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

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

              At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and make available for
delivery such Securities. If the form or terms of the Securities of the series
have been established by or pursuant to one or more Board Resolutions as
permitted by Sections 201 and 301, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating,

              (1)    if the form of such Securities has been established by or
       pursuant to Board Resolution as permitted by Section 201, that such form
       has been established in conformity with the provisions of this Indenture;

              (2)    if the terms of such Securities have been established by or
       pursuant to Board Resolution as permitted by Section 301, that such terms
       have been established in conformity with the provisions of this
       Indenture;

              (3)    that such Securities, when authenticated and delivered by
       the Trustee and issued by the Company in the manner and subject to any
       conditions specified in such Opinion of Counsel, will constitute valid
       and legally binding obligations of the Company enforceable in accordance
       with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
       reorganization, moratorium and similar laws of general applicability
       relating to or affecting creditors' rights and to general equity
       principles; and

              (4)    that the approval of all regulatory authorities required
       under the Federal laws of the United States and the laws of the State of
       Maryland in connection with the issuance of such Securities has been
       obtained and such Securities are being issued in conformity with such
       approvals.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will

                                      -27-
<PAGE>


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.

              Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

              Each Security shall be dated the date of its authentication.

              No Security 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 herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

Section 304.  TEMPORARY SECURITIES.

              Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and make available for delivery, temporary Securities 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 and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

              If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series, the Company shall execute and the
Trustee shall authenticate and make available for delivery in exchange therefor
one or more definitive Securities of the same series, of any authorized
denominations and of like

                                      -28-
<PAGE>


tenor and aggregate principal amount. 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 and tenor.

Section 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

              The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the register maintained in such office and in any
other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee
is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

              Upon surrender for registration of transfer of any Security of a
series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and make
available for delivery, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations
and of like tenor and aggregate principal amount.

              At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and make available for delivery, the Securities which
the Holder making the exchange is entitled to receive.

              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 entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

              Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar 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 that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1207 not involving any transfer.

                                      -29-
<PAGE>


              If the Securities of any series (or of any series and specified
tenor) are to be redeemed in part, the Company shall not be required (A) to
issue, register the transfer of or exchange any Securities of that series (or of
that series and specified tenor, as the case may be) during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103 and
ending at the close of business on the day of such mailing, or (B) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

              The provisions of Clauses (1), (2), (3) and (4) below shall apply
only to Global Securities:

              (1)    Each Global Security authenticated under this Indenture
       shall be registered in the name of the Depositary designated for such
       Global Security or a nominee thereof and delivered to such Depositary or
       a nominee thereof or custodian therefor, and each such Global Security
       shall constitute a single Security for all purposes of this Indenture.

              (2)    Notwithstanding any other provision in this Indenture, no
       Global Security may be exchanged in whole or in part for Securities
       registered, and no transfer of a Global Security in whole or in part may
       be registered, in the name of any Person other than the Depositary for
       such Global Security or a nominee thereof unless (A) such Depositary (i)
       has notified the Company that it is unwilling or unable to continue as
       Depositary for such Global Security or (ii) has ceased to be a clearing
       agency registered under the Exchange Act, (B) there shall have occurred
       and be continuing an Event of Default with respect to such Global
       Security or (C) there shall exist such circumstances, if any, in addition
       to or in lieu of the foregoing as have been specified for this purpose as
       contemplated by Section 301.

              (3)    Subject to Clause (2) above, any exchange of a Global
       Security for other Securities may be made in whole or in part, and all
       Securities issued in exchange for a Global Security or any portion
       thereof shall be registered in such names as the Depositary for such
       Global Security shall direct.

              (4)    Every Security authenticated and delivered upon
       registration of transfer of, or in exchange for or in lieu of, a Global
       Security or any portion thereof, whether pursuant to this Section,
       Section 304, 306, 906 or 1207 or otherwise, shall be authenticated and
       delivered in the form of, and shall be, a Global Security, unless such
       Security is registered in the name of a Person other than the Depositary
       for such Global Security or a nominee thereof.

                                      -30-
<PAGE>


Section 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

              If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
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 has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and make
available for delivery, in lieu of any such destroyed, lost or stolen Security,
a new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

              In case any such mutilated, destroyed, lost or stolen Security 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.

              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.

              Every new Security of any series issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security 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 that series duly issued hereunder.

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

Section 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

              Any interest on any Security of any series which is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date
(herein called


                                      -31-
<PAGE>


"Defaulted Interest") shall forthwith cease to be payable to the Holder 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 Persons in whose names the Securities of such series (or
       their respective Predecessor Securities) are registered at the close of
       business on a Special Record Date for the payment of such Defaulted
       Interest, which shall be fixed in the following manner. The Company shall
       notify the Trustee in writing of the amount of Defaulted Interest
       proposed to be paid on each Security of such series and the date of the
       proposed payment, and at the same time the Company shall deposit with the
       Trustee an amount of money equal to the aggregate amount proposed to be
       paid in respect of such Defaulted Interest or shall make arrangements
       satisfactory to the Trustee for such deposit prior to the date of the
       proposed payment, such money when deposited to be held in trust for the
       benefit of the Persons entitled to such Defaulted Interest as in this
       Clause provided. Thereupon the Trustee shall fix a Special Record Date
       for the payment of such Defaulted Interest which shall be not more than
       15 days and not less than 10 days prior to the date of the proposed
       payment and not less than 10 days after the receipt by the Trustee of the
       notice of the proposed payment. The Trustee shall promptly notify the
       Company of such Special Record Date and, in the name and at the expense
       of the Company, shall cause notice of the proposed payment of such
       Defaulted Interest and the Special Record Date therefor to be given to
       each Holder of Securities of such series in the manner set forth in
       Section 106, not less than 10 days prior to such Special Record Date.
       Notice of the proposed payment of such Defaulted Interest and the Special
       Record Date therefor having been so mailed, such Defaulted Interest shall
       be paid to the Persons in whose names the Securities of such series (or
       their respective Predecessor Securities) are registered at the close of
       business on such Special Record Date and shall no longer be payable
       pursuant to the following Clause (2).

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

Subject to the foregoing provisions of this Section, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other

                                      -32-
<PAGE>


Security shall carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Security.

Section 308.  PERSONS DEEMED OWNERS.

              Prior to due presentment of a 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 Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and any
premium and (subject to Section 307) any interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 309.  CANCELLATION.

              All Securities surrendered for payment, redemption, registration
of transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. 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 may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled 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 this Indenture. Unless
otherwise directed by a Company Order, all cancelled Securities held by the
Trustee shall be returned to the Company; PROVIDED, HOWEVER, that the Trustee
shall not be required to destroy such cancelled Securities.

Section 310.  COMPUTATION OF INTEREST.

              Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

Section 311.  CUSIP NUMBERS.

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

                                      -33-
<PAGE>


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.  SATISFACTION AND DISCHARGE OF INDENTURE.

              This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

              (1)    either:

                     (A)    all Securities theretofore authenticated and
              delivered (other than (i) Securities which have been destroyed,
              lost or stolen and which have been replaced or paid as provided in
              Section 306 and (ii) Securities 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 such Securities 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

                            (iii)  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 the purpose money in an amount sufficient to pay and
                     discharge the entire indebtedness on such Securities not
                     theretofore delivered to the Trustee for cancellation, for
                     principal and any premium and interest to the date of such
                     deposit (in the case of Securities which have become due
                     and payable) or to the Stated Maturity or Redemption Date,
                     as the case may be;

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

                                      -34-
<PAGE>


              (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 have been complied with.

              Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 607, the obligations
of the Company to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

Section 402.  APPLICATION OF TRUST MONEY.

              Subject to the provisions of the last paragraph of Section 1003,
all money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Securities 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 and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                  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 occasioned by the
provisions of Article Eleven or 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):

              (1)    default in the payment of any interest upon any Security of
       that series when it becomes due and payable, and continuance of such
       default for a period of 30 days; or

              (2)    default in the payment of the principal of or any premium
       on any Security of that series at its Maturity; PROVIDED, that the
       failure to redeem any Security subject to a Conditional Redemption shall
       not be an Event of Default if any event on which such redemption is so
       conditioned does not occur before the Redemption Date; or

                                      -35-
<PAGE>


              (3)    default in the deposit of any sinking fund payment, when
       and as due by the terms of a Security of that 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 a default in whose performance or whose breach is elsewhere in
       this Section specifically dealt with or which has expressly been included
       in this Indenture solely for the benefit of series of Securities other
       than that series), and continuance of such default or breach for a period
       of 60 days after there has been given, by registered or certified mail,
       to the Company by the Trustee or to the Company and the Trustee by the
       Holders of at least 10% in principal amount of the Outstanding Securities
       of that 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)    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

              (6)    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 other 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

                                      -36-
<PAGE>


       taking of corporate action by the Company in furtherance of any such
       action; or

              (7)    any other Event of Default provided with respect to
       Securities of that series.

Section 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

              If an Event of Default (other than an Event of Default specified
in Section 501(5) or 501(6)) with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(5)
or 501(6) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.

              At any time after such a declaration of acceleration with respect
to Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that 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
       sufficient to pay

                     (A)    all overdue interest on all Securities of that

              series,

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

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

                                      -37-
<PAGE>


                     (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

              (2)    all Events of Default with respect to Securities of that
       series, other than the non-payment of the principal of Securities of that
       series which have become due solely by such declaration of acceleration,
       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 interest on any
       Security when such interest becomes 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
       premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount 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.

              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 by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

Section 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.

              In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the

                                      -38-
<PAGE>


Trustee allowed in any such proceeding. In particular, the Trustee shall be
authorized to collect and receive any moneys 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 to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due 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 607.

              No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; PROVIDED,
HOWEVER, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

Section 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

              All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities 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 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 or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 607; and

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

                                      -39-
<PAGE>


Section 507.  LIMITATION ON SUITS.

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

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

              (2)    the Holders of not less than 25% in principal amount of the
       Outstanding Securities of that 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 that
       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 to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

Section 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
              INTEREST.

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

                                      -40-
<PAGE>


Section 509.  RESTORATION OF RIGHTS AND REMEDIES.

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

Section 510.  RIGHTS AND REMEDIES CUMULATIVE.

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

Section 511.  DELAY OR OMISSION NOT WAIVER.

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

Section 512.  CONTROL BY HOLDERS.

              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, provided that

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

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

                                      -41-
<PAGE>


Section 513.  WAIVER OF PAST DEFAULTS.

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

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

              (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.  UNDERTAKING FOR COSTS.

              In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or the Trustee.

Section 515.  WAIVER OF USURY, STAY OR EXTENSION LAWS.

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

                                      -42-
<PAGE>


                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601.  CERTAIN DUTIES AND RESPONSIBILITIES.

              The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision
of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this Section.

Section 602.  NOTICE OF DEFAULTS.

              If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of any default of which the Trustee has actual knowledge within 90 days after a
default occurs hereunder as and to the extent provided by the Trust Indenture
Act; PROVIDED, HOWEVER, that in the case of any default of the character
specified in Section 501(4) 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.  CERTAIN RIGHTS OF TRUSTEE.

              Subject to the provisions of Section 601:

              (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, other evidence of indebtedness or other paper or
       document believed by it to be genuine and to have been signed or
       presented by the proper party or parties;

              (2)    any request or direction of the Company mentioned herein
       shall be sufficiently evidenced by a Company Request or Company Order,
       and any resolution of the Board of Directors shall 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


                                      -43-
<PAGE>


       taking, suffering or omitting any action hereunder, the Trustee (unless
       other evidence be herein specifically prescribed) may, in the absence of
       bad faith on its part, rely upon an Officers' Certificate;

              (4)    the Trustee may consult with counsel of its selection 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 this Indenture at the request or
       direction of any of the Holders 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, note, other evidence of indebtedness or
       other paper or document, but the Trustee, in its discretion, may make
       such further inquiry or investigation into such facts or matters as it
       may see fit, and, if the Trustee shall determine to make such further
       inquiry or investigation, it shall be entitled to examine the books,
       records and premises of the Company, personally or by agent or attorney;

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

              (8)    the Trustee shall not be liable for any action taken,
       suffered, or omitted to be taken by it in good faith and reasonably
       believed by it to be authorized or within the discretion or rights or
       powers conferred upon it by this Indenture.

Section 604.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

                                      -44-
<PAGE>


accountable for the use or application by the Company of Securities or the
proceeds thereof.

Section 605.  MAY HOLD SECURITIES.

              The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, 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 agent.

Section 606.  MONEY HELD IN TRUST.

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

Section 607.  COMPENSATION AND REIMBURSEMENT.

              The Company agrees

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

              (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 its
       negligence or bad faith; and

              (3)    to indemnify each of the Trustee or any predecessor Trustee
       for, and to hold it harmless against, any and all loss, damage, claims,
       liability or expense including taxes (other than taxes based upon the
       income of the Trustee) incurred without negligence or bad faith on its
       part, arising out of or in connection with the acceptance or
       administration of the trust or trusts hereunder, including the costs and
       expenses of defending itself against any claim or liability in connection
       with the exercise or performance of any of its powers or duties
       hereunder.

                                      -45-
<PAGE>


The Trustee shall have a lien prior to the Securities as to all property and
funds held by it hereunder for any amount owing it or any predecessor Trustee
pursuant to this Section 607, except with respect to funds held in trust for the
benefit of the Holders of particular Securities.

              When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(5) or Section 501(6), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

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

Section 608.  CONFLICTING INTERESTS.

              If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

Section 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

              There shall at all times be one (and only one) Trustee hereunder
with respect to the Securities of each series, which may be Trustee hereunder
for Securities of one or more other series. Each Trustee shall be a Person that
is eligible pursuant to the Trust Indenture Act to act as such, and has a
combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section and to the extent permitted by the Trust Indenture Act, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee with respect to the Securities of any
series shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

Section 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

              No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

                                      -46-
<PAGE>


              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.

              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 to
the Company.

              If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation or removal, the Trustee resigning or
being removed may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

              If at any time:

              (1)    the Trustee shall fail to comply with Section 608 after
       written request therefor by the Company or by any Holder who has been a
       bona fide Holder of a Security for at least six months, or

              (2)    the Trustee shall cease to be eligible under Section 609
       and shall fail to resign after written request therefor by the Company or
       by any such Holder, or

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

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security 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 and the appointment of a successor Trustee or Trustees.

              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 a 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 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with


                                      -47-
<PAGE>


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 611, 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 and accepted appointment in the manner required by Section 611, any
Holder 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.

              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 to all
Holders of Securities of such series in the manner provided in Section 106. 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 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

              In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
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

                                      -48-
<PAGE>


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

              Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in the first or second preceding paragraph, as the case may be.

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

Section 612.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

Section 613.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                      -49-
<PAGE>


Section 614.  APPOINTMENT OF AUTHENTICATING AGENT.

              The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial redemption
thereof 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 shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

              An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. 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

                                      -50-
<PAGE>


like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

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

              If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in 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, N.A.,
                                         As Trustee


                                         By:_______________________________
                                         As Authenticating Agent


                                         By:_______________________________
                                         Authorized Officer


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

              The Company will furnish or cause to be furnished to the Trustee:

              (1)    monthly, quarterly or semi-annually, as the case may be, on
       each Regular Record Date, a list, in such form as the Trustee may
       reasonably require, of the names and addresses of the Holders of
       Securities of each series as of such Regular Record 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;

                                      -51-
<PAGE>


excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 702.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

              The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

              The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

              Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

Section 703.  REPORTS BY TRUSTEE.

              The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto. If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within
sixty days after each May 15 following the date of this Indenture deliver to
Holders a brief report, dated as of such May 15, which complies with the
provisions of such Section 313(a).

              A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee when any Securities are listed on any stock
exchange.

Section 704.  REPORTS BY COMPANY.

              The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

                                      -52-
<PAGE>


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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

              (1)    in case the Company shall consolidate with or merge into
       another Person or convey, transfer or lease its properties and assets
       substantially as an entirety to any Person, the Person formed by such
       consolidation or into which the Company is merged or the Person which
       acquires by conveyance or transfer, or which leases, the properties and
       assets of the Company substantially as an entirety shall be a
       corporation, partnership, unincorporated organization or trust, shall be
       organized and validly 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 supplemental hereto, executed and
       delivered to the Trustee, in form satisfactory to the Trustee, the due
       and punctual payment of the principal of and any premium and interest on
       all the Securities and the performance or observance of every covenant of
       this Indenture on the part of the Company to be performed or observed;

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

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

                                      -53-
<PAGE>


Section 802.  SUCCESSOR SUBSTITUTED.


                  Upon any consolidation of 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 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 relieved of all obligations
and covenants under this Indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

              Without the consent of any Holders, the Company, when authorized
by 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 satisfactory to
the Trustee, for any of the following purposes:

              (1)    to evidence the succession of another Person to the Company
       and the assumption by any such successor of the covenants of the Company
       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 (and if such covenants are
       to be for the benefit of less than all series of Securities, stating that
       such covenants are expressly being included solely for the benefit of
       such series) or to surrender any right or power herein conferred upon the
       Company; or

              (3)    to add any additional Events of Default for the benefit of
       the Holders of all or any series of Securities (and if such additional
       Events of Default are to be for the benefit of less than all series of
       Securities, stating that such additional Events of Default are expressly
       being included solely for the benefit of such series); or

              (4)    to add to or change any of the provisions of this Indenture
       to such extent as shall be necessary to permit or facilitate the issuance
       of Securities in bearer form, registrable or not registrable as to
       principal, and


                                      -54-
<PAGE>


       with or without interest coupons, or to permit or facilitate the issuance
       of Securities in uncertificated form; or

              (5)    to add to, change or eliminate any of the provisions of
       this Indenture in respect of one or more series of Securities, provided
       that any such addition, change or elimination (A) shall neither (i) apply
       to any Security of any series created prior to the execution of such
       supplemental indenture and entitled to the benefit of such provision nor
       (ii) modify the rights of the Holder of any such Security with respect to
       such provision or (B) shall become effective only when there is no such
       Security Outstanding; or

              (6)    to establish the form or terms of Securities of any series
       as permitted by Sections 201 and 301; or

              (7)    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 611; or

              (8)    to cure any ambiguity, to correct or supplement any
       provision herein which may be defective or inconsistent with any other
       provision herein, or to make any other provisions with respect to matters
       or questions arising under this Indenture, provided that such action
       pursuant to this Clause (8) shall not adversely affect the interests of
       the Holders of Securities of any series in any material respect.

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

              (1)    change the Stated Maturity of the principal of, or any
       installment of principal of or interest on, any Security, or reduce the
       principal amount thereof or the rate of interest thereon or any premium
       payable upon the redemption thereof, or reduce the amount of the

                                      -55-
<PAGE>


       principal of an Original Issue Discount Security or any other Security
       which would be due and payable upon a declaration of acceleration of the
       Maturity thereof pursuant to Section 502, or change any Place of Payment
       where, or the coin or currency in which, any Security or any premium or
       interest thereon is payable, or impair the right to institute suit for
       the enforcement of any such payment on or after the Stated Maturity
       thereof (or, in the case of redemption, on or after the Redemption Date),
       or modify the provisions of this Indenture with respect to the
       subordination of the Securities in a manner adverse to the Holders, or

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

              (3)    modify any of the provisions of this Section, Section 513
       or Section 1008, 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; PROVIDED, HOWEVER, that this clause shall not be deemed
       to require the consent of any Holder with respect to changes in the
       references to "the Trustee" and concomitant changes in this Section and
       Section 1008, or the deletion of this proviso, in accordance with the
       requirements of Sections 611 and 901(7).

              (4)    modify any of the provisions of this Indenture relating to
       the subordination of the Securities in a manner adverse to the Holders.


A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly 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.

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

Section 903.  EXECUTION OF SUPPLEMENTAL INDENTURES.

              In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental

                                      -56-
<PAGE>


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 Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

Section 905.  CONFORMITY WITH TRUST INDENTURE ACT.

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

Section 906.  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 made available for
delivery by the Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE TEN

                                    COVENANTS

Section 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

              The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

Section 1002. MAINTENANCE OF OFFICE OR AGENCY.

              The Company will maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The

                                      -57-
<PAGE>


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, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

              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 will 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.

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 will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

              Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

              The Company will 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 will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2)
during the continuance of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

              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

                                      -58-
<PAGE>


Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

              Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or any premium
or interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security 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 at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, 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, any unclaimed balance of such money then remaining
will be repaid to the Company.

Section 1004. STATEMENT BY OFFICERS AS TO DEFAULT.

              The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

              In addition, the Company shall file with the Trustee written
notice of the occurrence of any Event of Default within 10 Business Days of its
becoming aware of any such Event of Default.

Section 1005. EXISTENCE.

              Subject to Article Eight, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; PROVIDED, HOWEVER,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

                                      -59-
<PAGE>


Section 1006. MAINTENANCE OF PROPERTIES.

              The Company will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; PROVIDED,
HOWEVER, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

Section 1007. PAYMENT OF TAXES AND OTHER CLAIMS.

              The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; PROVIDED,
HOWEVER, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

Section 1008. WAIVER OF CERTAIN COVENANTS.

              Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(19),
901(2) or 901(6) for the benefit of the Holders 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 shall, by Act of such Holders,
either waive such compliance in such instance or generally waive 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 1009. CALCULATION OF ORIGINAL ISSUE DISCOUNT.

              The Company shall file with the Trustee promptly at the end of
each calendar year a written notice specifying the amount of original issue
discount (including

                                      -60-
<PAGE>


daily rates and accrual periods) accrued on Outstanding Securities as of the end
of such year.

                                 ARTICLE ELEVEN

                           SUBORDINATION OF SECURITIES

Section 1101. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

              The Company covenants and agrees, and each Holder of a Security of
any series, by his acceptance thereof, likewise covenants and agrees, that, to
the extent and in the manner hereinafter set forth in this Article (subject to
Article Four), the payment of the principal of and interest on each and all of
the Securities are hereby expressly made subordinate and subject in right of
payment to the prior payment in full in cash of all Senior Indebtedness.

              This Article Eleven shall constitute a continuing offer to all
persons who become holders of, or continue to hold, Senior Indebtedness, and
such provisions are made for the benefit of the holders of Senior Indebtedness
and such holders are made obligees hereunder and any one or more of them may
enforce such provisions. Holders of Senior Indebtedness need not prove reliance
on the subordination provisions hereof.

Section 1102. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

              Upon any payment or distribution of assets of the Company to
creditors upon (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Company or to its assets, or (b) any
liquidation, dissolution or other winding up of the Company, whether voluntary
or involuntary and whether or not involving insolvency or bankruptcy, or (c) any
assignment for the benefit of creditors or any other marshalling of assets or
liabilities of the Company, then and in any such event specified in (a), (b) or
(c) above (each such event, if any, herein sometimes referred to as a
"Proceeding");

              (1)    The holders of Senior Indebtedness shall be entitled to
       receive payment in full in cash of all amounts due on or to become due on
       or in respect of all Senior Indebtedness, before the Holders of the
       Securities are entitled to receive any payment or distribution of any
       kind or character whether in cash, property or securities (including any
       payment or distribution which may be payable or deliverable to Holders of
       the Securities made in respect of any other Indebtedness of the Company
       subordinated to the payment of the Securities, such payment or
       distribution being hereinafter referred to as a "Junior Subordinated
       Payment"), on account of the principal of or interest on the Securities
       or


                                      -61-
<PAGE>


       on account of any purchase, redemption or other acquisition of Securities
       by the Company, any Subsidiary of the Company, the Trustee or any Paying
       Agent (all such payments, distributions, purchases, redemptions and
       acquisitions, whether or not in connection with a Proceeding, herein
       referred to, individually and collectively, as a "Securities Payment");
       and

              (2)    any payment or distribution of assets of the Company of any
       kind or character, whether in cash, property or securities, by set-off or
       otherwise, to which the Holders of the Securities or the Trustee would be
       entitled but for the provisions of this Article (including, without
       limitation, any Junior Subordinated Payment) shall be paid by the
       liquidating trustee or agent or other Person making such payment or
       distribution, whether a trustee in bankruptcy, a receiver or liquidating
       trustee or otherwise, directly to the holders of Senior Indebtedness or
       their representative or representatives or to the trustee or trustees
       under any indenture under which any instruments evidencing any of such
       Senior Indebtedness may have been issued, ratably according to the
       aggregate amounts remaining unpaid on account of the Senior Indebtedness
       held or represented by each, to the extent necessary to make payment in
       full in cash of all Senior Indebtedness remaining unpaid, after giving
       effect to any concurrent payment to the holders of such Senior
       Indebtedness.

In the event that, notwithstanding the foregoing provisions of this Section, the
Trustee or the Holder of any Security shall have received in connection with any
Proceeding any Securities Payment before all Senior Indebtedness is paid in full
or payment thereof provided for in cash, then and in such event such Securities
Payment shall be paid over or delivered forthwith to the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee, agent or other Person making
payment or distribution of assets of the Company for application to the payment
of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all
Senior Indebtedness in full in cash after giving effect to any concurrent
payment to or for the holders of Senior Indebtedness.

              For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the Company provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other
corporation provided for by such plan of reorganization or readjustment which
stock or securities are subordinated in right of payment to all then outstanding
Senior Indebtedness to substantially the same extent, or to a greater extent
than, the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the conveyance
or transfer of all or substantially all of its properties and assets as an
entirety to another Person upon the terms and conditions set forth in Article
Eight shall not be deemed a Proceeding for the purposes of

                                      -62-
<PAGE>


this Section if the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer such
properties and assets as an entirety, as the case may be, shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions
set forth in Article Eight.

Section 1103. NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.

              In the event that any Senior Payment Default (as defined below)
shall have occurred, then no Securities Payment shall be made, nor shall any
property of the Company or any Subsidiary of the Company be applied to the
purchase, acquisition, retirement or redemption of the Securities, unless and
until such Senior Payment Default shall have been cured or waived in writing or
shall have ceased to exist or all amounts then due and payable in respect of
such Senior Indebtedness (including amounts that have become and remain due by
acceleration) shall have been paid in full in cash. "Senior Payment Default"
means any default in the payment of principal of (or premium, if any) or
interest on any Senior Indebtedness when due, whether at the Stated Maturity of
any such payment or by declaration of acceleration, call for redemption,
mandatory payment or prepayment or otherwise.

              In the event that any Senior Nonmonetary Default (as defined
below) shall have occurred and be continuing, then, upon the receipt by the
Company and the Trustee of written notice of such Senior Nonmonetary Default
from the holder of such Senior Indebtedness (or the agent, trustee or
representative thereof), no Securities Payment shall be made, nor shall any
property of the Company or any Subsidiary of the Company be applied to the
purchase, acquisition, retirement or redemption of the Securities, during the
period (the "Payment Blockage Period") commencing on the date of such receipt of
such written notice and ending (subject to any blockage of payments that may
then or thereafter be in effect as the result of any Senior Payment Default) on
the earlier of (i) the date on which the Senior Indebtedness to which such
Senior Nonmonetary Default relates is discharged or such Senior Nonmonetary
Default shall have been cured or waived in writing or shall have ceased to exist
and any acceleration of Senior Indebtedness to which such Senior Nonmonetary
Default relates shall have been rescinded or annulled or (ii) the 179th day
after the date of such receipt of such written notice. No more than one Payment
Blockage Period may be commenced with respect to the Securities during any
period of 360 consecutive days and there shall be a period of at least 181
consecutive days in each period of 360 consecutive days when no Payment Blockage
Period is in effect. Following the commencement of any Payment Blockage Period,
the holders of any Senior Indebtedness will be precluded from commencing a
subsequent Payment Blockage Period until the conditions set forth in the
preceding sentence are satisfied. For all purposes of this paragraph, no Senior
Nonmonetary Default that existed or was continuing on the date of commencement
of any Payment Blockage Period with respect to the Senior Indebtedness
initiating such Payment Blockage Period shall be, or be made, the basis for the
commencement of a subsequent Payment Blockage Period by holders of Senior
Indebtedness or their representatives unless such Senior Nonmonetary Default
shall have been cured for a period of not less than 90 consecutive days. "Senior

                                      -63-
<PAGE>


Nonmonetary Default" means the occurrence or existence and continuance of any
default (other than a Senior Payment Default) or any event which, after notice
or lapse of time (or both), would become an Event of Default (other than a
Senior Payment Default), under the terms of any instrument or agreement pursuant
to which any Senior Indebtedness is outstanding, permitting (after notice or
lapse of time or both) one or more holders of such Senior Indebtedness (or a
trustee or agent on behalf of the holders thereof) to declare such Senior
Indebtedness due and payable prior to the date on which it would otherwise
become due and payable.

              In the event that, notwithstanding the foregoing, the Company
shall make any payment to the Trustee or the Holder of any Security prohibited
by the foregoing provisions of this Section, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

              The provisions of this Section shall not apply to any Securities
Payment with respect to which Section 1102 hereof would be applicable.

Section 1104. PAYMENT PERMITTED IF NO DEFAULT.

              Nothing contained in this Article or elsewhere in this Indenture
or in any of the Securities shall prevent the Company, at any time except during
the pendency of any Proceeding referred to in Section 1102 hereof or under the
conditions described in Section 1103 hereof, from making Securities Payments.

Section 1105. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

              Subject to the payment in full in cash of all Senior Indebtedness,
the Holders of the Securities of such series shall be subrogated (equally and
ratably with the holders of all indebtedness of the Company which by its express
terms is subordinated to indebtedness of the Company to substantially the same
extent as the Securities are subordinated and is entitled to like rights of
subrogation) to the rights of the holders of such Senior Indebtedness to receive
payments and distributions of cash, property and securities applicable to the
Senior Indebtedness until the principal of and interest on the Securities shall
be paid in full. For purposes of such subrogation, no payments or distributions
to the holders of the Senior Indebtedness of any cash, property or securities to
which the Holders of the Securities or the Trustee would be entitled except for
the provisions of this Article, and no payments over pursuant to the provisions
of this Article to the holders of Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders of the Securities, be deemed to
be a payment or distribution by the Company to or on account of the Senior
Indebtedness.

                                      -64-
<PAGE>


Section 1106. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

              The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Indebtedness on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall (a) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights
under this Article of the holders of Senior Indebtedness, is intended to rank
equally with all other general obligations of the Company), to pay to the
Holders of the Securities the principal of and interest on the Securities as and
when the same shall become due and payable in accordance with their terms; or
(b) affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than the holders of Senior
Indebtedness; or (c) prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article of the holders
of Senior Indebtedness to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

Section 1107. TRUSTEE TO EFFECTUATE SUBORDINATION.

              Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company whether in bankruptcy, insolvency, receivership
proceedings, or otherwise, the timely filing of a claim for the unpaid balance
of the Indebtedness of the Company owing to such Holder in the form required in
such proceedings and the causing of such claim to be approved. If the Trustee
does not file a proper claim at least 30 days before the expiration of the time
to file such claim, then the holders of the Senior Indebtedness and their
agents, trustees or other representatives are authorized to do so (but shall in
no event be liable for any failure to do so) for and on behalf of the Holders of
the Securities.

Section 1108. NO WAIVER OF SUBORDINATION PROVISIONS.

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

              Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the

                                      -65-
<PAGE>


consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) permit the Company to borrow, repay and then
reborrow any or all of the Senior Indebtedness; (iii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iv) release any Person liable in any manner for the collection of
Senior Indebtedness; (v) exercise or refrain from exercising any rights against
the Company and any other Person; and (vi) apply any sums received by them to
Senior Indebtedness.

Section 1109. NOTICE TO TRUSTEE.

              The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Securities. Notwithstanding the provisions of
this Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company, any holder of Senior Indebtedness or from any
trustee, fiduciary or agent therefor; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Section 601 hereof,
shall be entitled in all respects to assume that no such facts exist; PROVIDED,
HOWEVER, that if the Trustee shall not have received the notice provided for in
this Section at least three Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of or interest on any Security), then,
anything herein contained to the contrary notwithstanding, but without limiting
the rights and remedies of the holders of Senior Indebtedness or any trustee,
fiduciary or agent therefor, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date. Any notice required
or permitted to be given to the Trustee by a holder of Senior Indebtedness or by
any agent, trustee or representative thereof shall be in writing and shall be
sufficient for every purpose hereunder if in writing and either (i) sent via
facsimile to the Trustee, the receipt of which shall be confirmed via telephone,
or (ii) mailed, first class postage prepaid, or sent by overnight carrier, to
the Trustee addressed to its Corporate Trust Office or to any other address
furnished in writing to such holder of Senior Indebtedness by the Trustee.

              Subject to the provisions of Section 601 hereof, the Trustee shall
be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee,
fiduciary or agent therefor to establish

                                      -66-
<PAGE>


that such notice has been given by a holder of Senior Indebtedness or a trustee,
fiduciary or agent therefor). In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

              Notwithstanding anything else contained herein, no notice, request
or other communication to or with the Trustee shall be deemed given unless
received by a Responsible Officer at the Corporate Trust Office.

Section 1110. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

              Upon any payment or distribution of assets of the Company referred
to in this Article, the Trustee, subject to the provisions of Section 601
hereof, and the Holders of the Securities shall be entitled to rely upon any
order or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article, provided that the foregoing shall
apply only if such court has been apprised of the provisions of this Article.

Section 1111. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

              The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company or to any other Person cash, property or securities to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
or otherwise.

Section 1112. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION
              OF TRUSTEE'S RIGHTS.

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

                                      -67-
<PAGE>


              Nothing in this Article shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 607 hereof.

Section 1113. ARTICLE APPLICABLE TO PAYING AGENTS.

              In case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; PROVIDED,
HOWEVER, that Section 1111 hereof shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

                                 ARTICLE TWELVE

                            REDEMPTION OF SECURITIES

Section 1201. APPLICABILITY OF ARTICLE.

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

Section 1202. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

              The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities. In case of any redemption at the election of
the Company of the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least (a) 40 days prior
to the Redemption Date fixed by the Company in the case of a redemption of all
of the Securities of any series or (b) 45 days prior to the Redemption Date
fixed by the Company in the case of a redemption of less than all of the
Securities of any series (in each case unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

Section 1203. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

              If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such

                                      -68-
<PAGE>


redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security of such series, provided that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), 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 and specified tenor not previously called
for redemption in accordance with the preceding sentence.

              The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be
redeemed.

              The provisions of the two preceding paragraphs shall not apply
with respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

              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 amount of such Securities which has been or is to be
redeemed.

Section 1204. NOTICE OF REDEMPTION.

              Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

              All notices of redemption shall identify the Securities to be
redeemed (including CUSIP number, if applicable) and state:

              (1)    the Redemption Date,

              (2)    the Redemption Price,

              (3)    if less than all the Outstanding Securities of any series
       consisting of more than a single Security are to be redeemed, the
       identification (and, in the case of partial redemption of any such
       Securities, the principal amounts) of the particular Securities to be

                                      -69-
<PAGE>


       redeemed and, if less than all the Outstanding Securities of any series
       consisting of a single Security are to be redeemed, the principal amount
       of the particular Security to be redeemed,

              (4)    that on the Redemption Date the Redemption Price will
       become due and payable upon each such Security to be redeemed and, if
       applicable, that interest thereon will cease to accrue on and after said
       date,

              (5)    the place or places where each such Security is to be
                     surrendered for payment of the Redemption Price,

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

              (7)    if a notice of redemption relates to a Conditional
       Redemption (as defined below), the event or events the occurrence of
       which is a condition to such redemption.

Except as provided below, 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
written request, by the Trustee in the name and at the expense of the Company
and shall be irrevocable.

              A notice of redemption may provide that it is subject to the
occurrence of any event before the Redemption Date specified in such notice
("Conditional Redemption") and such notice of Conditional Redemption shall be of
no effect unless all such conditions to the redemption have occurred before the
Redemption Date or have been waived by the Company.

Section 1205. DEPOSIT OF REDEMPTION PRICE.

              Prior to any Redemption Date, the Company shall deposit 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 sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

Section 1206. 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, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; PROVIDED, HOWEVER, that, unless

                                      -70-
<PAGE>


otherwise specified as contemplated by Section 301, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.

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

Section 1207. SECURITIES REDEEMED IN PART.

              Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and make available for delivery to the Holder of
such Security without service charge, a new Security or Securities of the same
series and of like tenor, 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.

                                ARTICLE THIRTEEN

                                  SINKING FUNDS

Section 1301. APPLICABILITY OF ARTICLE.

              The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 301 for such Securities. The minimum amount
of any sinking fund payment provided for by the terms of any Securities 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 such Securities is
herein referred to as an "optional sinking fund payment". If provided for by the
terms of any Securities, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 1302. Each sinking fund payment
shall be applied to the redemption of Securities as provided for by the terms of
such Securities.

Section 1302. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

              The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the

                                      -71-
<PAGE>


terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to any
Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities;
provided that the Securities to be so credited have not been previously so
credited. The Securities to be so credited shall be received and credited for
such purpose by the Trustee at the Redemption Price, as specified in the
Securities so to be redeemed, for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 1303. REDEMPTION OF SECURITIES FOR SINKING FUND.

              Not less than 35 days prior to each sinking fund payment date for
any Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, 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 Securities pursuant to
Section 1302 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 32 days prior to 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 1303 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 1304. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1306 and 1307.

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1401. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

              The Company may elect, at its option at any time, to have Section
1402 or Section 1403 applied to any Securities or any series of Securities, as
the case may be, designated pursuant to Section 301 as being defeasible pursuant
to such Section 1402 or 1403, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities.

Section 1402. DEFEASANCE AND DISCHARGE.

              Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be, the Company shall be deemed to have been discharged from its obligations
with respect to such

                                      -72-
<PAGE>


Securities as provided in this Section, and the provisions of Article Eleven
shall cease to be effective, on and after the date the conditions set forth in
Section 1404 are satisfied (hereinafter called "Defeasance"). For this purpose,
such Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), subject to
the following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of such Securities to receive, solely from
the trust fund described in Section 1404 and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest on
such Securities when payments are due, (2) the Company's obligations with
respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (4)
this Article. Subject to compliance with this Article, the Company may exercise
its option (if any) to have this Section applied to any Securities
notwithstanding the prior exercise of its option (if any) to have Section 1403
applied to such Securities.

Section 1403. COVENANT DEFEASANCE.

              Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be, (1) the Company shall be released from its obligations under Section 801(3),
Sections 1006 through 1007, inclusive, and any covenants provided pursuant to
Section 301(19), 901(2) or 901(6) for the benefit of the Holders of such
Securities; (2) the provisions of Article Eleven shall cease to be effective;
and (3) the occurrence of any event specified in Sections 501(4) (with respect
to any of Section 801(3), Sections 1006 through 1007, inclusive, and any such
covenants provided pursuant to Section 301(19), 901(2) or 901(6)) and 501(7)
shall be deemed not to be or result in an Event of Default, in each case with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, 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 specified Section (to the extent so specified in the case of Section
501(4)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

Section 1404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

              The following shall be the conditions to the application of
Section 1402 or Section 1403 to any Securities or any series of Securities, as
the case may be:

                                      -73-
<PAGE>


              (1)    The Company shall irrevocably have deposited or caused to
       be deposited with the Trustee (or another trustee which satisfies the
       requirements contemplated by Section 609 and agrees to comply with the
       provisions of this Article 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, (A) money in an amount, or (B) U.S. Government Obligations
       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, money in an amount, or (C) a
       combination thereof, in each case sufficient, in the opinion of a
       nationally recognized firm of independent public accountants expressed in
       a written certification thereof delivered to the Trustee, to pay and
       discharge, and which shall be applied by the Trustee (or any such other
       qualifying trustee) to pay and discharge, the principal of and any
       premium and interest on such Securities on the respective Stated
       Maturities, in accordance with the terms of this Indenture and such
       Securities. Before such a deposit, the Company may make arrangements
       satisfactory to the Trustee for the redemption of Securities at a future
       date or dates in accordance with Article Eleven, which shall be given
       effect in applying the foregoing. As used herein, "U.S. Government
       Obligation" means (x) any security which is (i) a direct obligation of
       the United States of America for the payment of which the full faith and
       credit of the United States of America is pledged or (ii) an obligation
       of a Person controlled or supervised by and acting as an agency or
       instrumentality of the United States of America the payment of which is
       unconditionally guaranteed as a full faith and credit obligation by the
       United States of America, which, in either case (i) or (ii), is not
       callable or redeemable at the option of the issuer thereof, and (y) any
       depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
       Securities Act) as custodian with respect to any U.S. Government
       Obligation which is specified in Clause (x) above and held by such bank
       for the account of the holder of such depositary receipt, or with respect
       to any specific payment of principal of or interest on any U.S.
       Government Obligation which is so specified and held, 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 depositary
       receipt from any amount received by the custodian in respect of the U.S.
       Government Obligation or the specific payment of principal or interest
       evidenced by such depositary receipt.

              (2)    In the event of an election to have Section 1402 apply to
       any Securities or any series of Securities, as the case may be, the
       Company shall have delivered to the Trustee an Opinion of Counsel stating
       that (A) the Company has received from, or there has been

                                      -74-
<PAGE>


       published by, the Internal Revenue Service a ruling or (B) since the date
       of this instrument, there has been a change in the applicable Federal
       income tax law, in either case (A) or (B) to the effect that, and based
       thereon such opinion shall confirm that, the Holders of such Securities
       will not recognize gain or loss for Federal income tax purposes as a
       result of the deposit, Defeasance and discharge to be effected with
       respect to such Securities and will be subject to Federal income tax on
       the same amount, in the same manner and at the same times as would be the
       case if such deposit, Defeasance and discharge were not to occur.

              (3)    In the event of an election to have Section 1403 apply to
       any Securities or any series of Securities, as the case may be, the
       Company shall have delivered to the Trustee an Opinion of Counsel to the
       effect that the Holders of such Securities will not recognize gain or
       loss for Federal income tax purposes as a result of the deposit and
       Covenant Defeasance to be effected with respect to such Securities and
       will be subject to Federal income tax on the same amount, in the same
       manner and at the same times as would be the case if such deposit and
       Covenant Defeasance were not to occur.

              (4)    The Company shall have delivered to the Trustee an
       Officers' Certificate to the effect that neither such Securities nor any
       other Securities of the same series, if then listed on any securities
       exchange, will be delisted as a result of such deposit.

              (5)    No event which is, or after notice or lapse of time or both
       would become, an Event of Default with respect to such Securities or any
       other Securities shall have occurred and be continuing at the time of
       such deposit or, with regard to any such event specified in Sections
       501(5) and (6), at any time on or prior to the 91st day after the date of
       such deposit (it being understood that this condition shall not be deemed
       satisfied until after such 91st day).

              (6)    No event or condition shall exist that, pursuant to the
       provisions of Article Eleven, would prevent the Company from making
       payments of the principal of (and any premium) or interest on the
       Securities of such series on the date of such deposit or at any time on
       or prior to the 91st day after the date of such deposit (it being
       understood that this condition shall not be deemed satisfied until after
       such 91st day).

              (7)    Such Defeasance or Covenant Defeasance shall not cause the
       Trustee to have a conflicting interest within the meaning of the Trust
       Indenture Act (assuming all Securities are in default within the meaning
       of such Act).

                                      -75-
<PAGE>


              (8)    Such Defeasance or Covenant Defeasance shall not result in
       a breach or violation of, or constitute a default under, any other
       agreement or instrument to which the Company is a party or by which it is
       bound.

              (9)    Such Defeasance or Covenant Defeasance shall not result in
       the trust arising from such deposit constituting an investment company
       within the meaning of the Investment Company Act unless such trust shall
       be registered under such Act or exempt from registration thereunder.

              (10)   The Company shall have delivered to the Trustee an
       Officers' Certificate and an Opinion of Counsel, each stating that all
       conditions precedent with respect to such Defeasance or Covenant
       Defeasance have been complied with.

              (11)   The Company shall have delivered to the Trustee an
       Officers' Certificate stating that the deposit was not made by the
       Company with the intent of preferring the Holders of the Securities over
       the other creditors of the Company, or with the intent of defeating,
       hindering, delaying or defaulting creditors of the Company or others.

SECTION 1405. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
              TRUST; MISCELLANEOUS PROVISIONS.

              Subject to the provisions of the last paragraph of Section 1003,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of
this Section, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1404 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law. Money and U.S. Government
Obligations (including the proceeds thereof) so held in trust shall not be
subject to the provisions of Article Eleven, provided that the applicable
conditions of Section 1404 have been satisfied.

              The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1404 or the principal and 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 Outstanding Securities.

                                      -76-
<PAGE>


              Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1404 with respect to any Securities 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 the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.

                                      -77-
<PAGE>


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

                                             ALLEGHENY ENERGY, INC.


                                             By: _________________________
                                             Attest: [SEAL]


                                             _____________________________


                                             BANK ONE TRUST COMPANY, N.A.,
                                             as Trustee


                                             By: _________________________
                                             Attest: [SEAL]


                                             _____________________________

                                      -78-
<PAGE>


STATE OF MARYLAND       )
                        )        ss.:
COUNTY OF WASHINGTON    )

              On the [ ]th day of [ ], 2002, before me personally came Bruce E.
Walenczyk, to me known, who, being by me duly sworn, did depose and say that he
is Senior Vice President and Chief Financial Officer of ALLEGHENY ENERGY, INC.,
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation; and that he signed his name thereto
by like authority.

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

                                      -79-
<PAGE>


STATE OF NEW YORK   )
                    )       ss.:
COUNTY OF NEW YORK  )

              On the [ ]th day of [ ], 2002, before me personally came Michael
Pinzon, to me known, who, being by me duly sworn, did depose and say that he is
officer of BANK ONE TRUST COMPANY, N.A., one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

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

                                      -80-