<PAGE>
                                                                     EXHIBIT 4.5


                            MARATHON OIL CORPORATION,
                                     Issuer



                                       and



                              JPMORGAN CHASE BANK,
                                     Trustee





                                    INDENTURE


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


                        Dated as of _____________, 2002,


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


                          Subordinated Debt Securities










<PAGE>



              RECONCILIATION AND TIE BETWEEN SECTIONS 3.10 THROUGH
                   3.18(a), INCLUSIVE, OF THE TRUST INDENTURE
                                   ACT OF 1939
                         AND SECTIONS OF THIS INDENTURE:

<Table>
<Caption>
  Section of
Trust Indenture                                                                                   Sections of
  Act of 1939                                                                                      Indenture
----------------                                                                                  -----------

<S>          <C>                                                                                  <C>
Section 3.10 (a)(1).........................................................................        6.09
             (a)(2).........................................................................        6.09
             (a)(3).........................................................................        Not Applicable
             (a)(4).........................................................................        Not Applicable
             (a)(5).........................................................................        6.09
             (b)............................................................................        6.08, 6.10
Section 3.11 (a)............................................................................        6.13
             (b)............................................................................        6.13
             (c)............................................................................        Not Applicable
Section 3.12 (a)............................................................................        7.01, 7.02
             (b)............................................................................        7.02
             (c)............................................................................        7.02
Section 3.13 (a)............................................................................        7.03
             (b)............................................................................        7.03
             (c)............................................................................        7.03
             (d)............................................................................        7.03
Section 3.14 (a)............................................................................        7.04
             (a)(4).........................................................................        1.01, 10.04
             (b)............................................................................        Not Applicable
             (c)(1).........................................................................        1.02
             (c)(2).........................................................................        1.02
             (c)(3).........................................................................        Not Applicable
             (d)............................................................................        Not Applicable
             (e)............................................................................        1.02
Section 3.15 (a)............................................................................        6.01, 6.03
             (b)............................................................................        6.02
             (c)............................................................................        6.01
             (d)(1).........................................................................        6.01
             (d)(2).........................................................................        6.01, 6.03
             (d)(3).........................................................................        6.01, 6.03
             (e)............................................................................        5.14
Section 3.16 (a)(1)(A)......................................................................        5.02, 5.12
             (a)(1)(B)......................................................................        5.13
             (a)(2).........................................................................        Not Applicable
             (a) (last sentence)............................................................        1.01
             (b)............................................................................        5.08
             (c)............................................................................        1.04
Section 3.17 (a)(1).........................................................................        5.03
             (a)(2).........................................................................        5.04
             (b)............................................................................        10.03
Section 3.18 (a)............................................................................        1.07
</Table>


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



<PAGE>


                                Table of Contents

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----


<S>                                                                                                            <C>
ARTICLE I           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......................................1
      SECTION 1.01          Definitions...........................................................................1
      SECTION 1.02          Compliance Certificates and Opinions..................................................8
      SECTION 1.03          Form of Documents Delivered to Trustee................................................8
      SECTION 1.04          Acts of Holders; Record Dates.........................................................9
      SECTION 1.05          Notices, Etc., to Trustee and Company................................................10
      SECTION 1.06          Notice to Holders; Waiver of Notice..................................................10
      SECTION 1.07          Conflict With Trust Indenture Act....................................................11
      SECTION 1.08          Effect of Headings and Table of Contents.............................................11
      SECTION 1.09          Successors and Assigns...............................................................11
      SECTION 1.10          Separability Clause..................................................................11
      SECTION 1.11          Benefits of Indenture; No Recourse Against Others....................................11
      SECTION 1.12          Governing Law........................................................................11
      SECTION 1.13          Legal Holidays.......................................................................11

ARTICLE II          SECURITY FORMS...............................................................................12
      SECTION 2.01          Forms Generally......................................................................12
      SECTION 2.02          Form of Face of Security.............................................................12
      SECTION 2.03          Form of Reverse of Security..........................................................14
      SECTION 2.04          Form of Legend for Global Securities.................................................18
      SECTION 2.05          Form of Trustee's Certificate of Authentication......................................18

ARTICLE III         THE SECURITIES...............................................................................19
      SECTION 3.01          Amount Unlimited; Issuable in Series.................................................19
      SECTION 3.02          Denominations........................................................................22
      SECTION 3.03          Execution, Authentication, Delivery and Dating.......................................22
      SECTION 3.04          Temporary Securities.................................................................23
      SECTION 3.05          Registration, Registration of Transfer and Exchange..................................24
      SECTION 3.06          Mutilated, Destroyed, Lost and Stolen Securities.....................................25
      SECTION 3.07          Payment of Interest; Interest Rights Preserved.......................................26
      SECTION 3.08          Persons Deemed Owners................................................................28
      SECTION 3.09          Cancellation.........................................................................28
      SECTION 3.10          Computation of Interest..............................................................28

ARTICLE IV          SATISFACTION AND DISCHARGE...................................................................28
      SECTION 4.01          Satisfaction and Discharge of Indenture..............................................28
      SECTION 4.02          Application of Trust Money...........................................................30

ARTICLE V           REMEDIES.....................................................................................30
      SECTION 5.01          Events of Default....................................................................30
      SECTION 5.02          Acceleration of Maturity; Rescission and Annulment...................................32
</Table>




                                        i
<PAGE>

<Table>
<S>                                                                                                             <C>
      SECTION 5.03          Collection of Indebtedness and Suits for Enforcement by Trustee......................33
      SECTION 5.04          Trustee May File Proofs of Claim.....................................................33
      SECTION 5.05          Trustee May Enforce Claims Without Possession of Securities..........................34
      SECTION 5.06          Application of Money Collected.......................................................34
      SECTION 5.07          Limitation on Suits..................................................................35
      SECTION 5.08          Unconditional Right of Holders to Receive Principal, Premium and Interest............35
      SECTION 5.09          Restoration of Rights and Remedies...................................................35
      SECTION 5.10          Rights and Remedies Cumulative.......................................................36
      SECTION 5.11          Delay or Omission Not Waiver.........................................................36
      SECTION 5.12          Control by Holders...................................................................36
      SECTION 5.13          Waiver of Past Defaults..............................................................36
      SECTION 5.14          Undertaking for Costs................................................................37
      SECTION 5.15          Waiver of Usury, Stay or Extension Laws..............................................37

ARTICLE VI          THE TRUSTEE..................................................................................37
      SECTION 6.01          Certain Duties and Responsibilities..................................................37
      SECTION 6.02          Notice of Defaults...................................................................37
      SECTION 6.03          Certain Rights of Trustee............................................................38
      SECTION 6.04          Not Responsible for Recitals or Issuance of Securities...............................39
      SECTION 6.05          May Hold Securities..................................................................39
      SECTION 6.06          Money Held in Trust..................................................................39
      SECTION 6.07          Compensation, Reimbursement and Indemnification......................................39
      SECTION 6.08          Conflicting Interests................................................................40
      SECTION 6.09          Corporate Trustee Required; Eligibility..............................................40
      SECTION 6.10          Resignation and Removal; Appointment of Successor....................................40
      SECTION 6.11          Acceptance of Appointment by Successor...............................................42
      SECTION 6.12          Merger, Conversion, Consolidation or Succession to Business..........................43
      SECTION 6.13          Preferential Collection of Claims Against Company....................................43
      SECTION 6.14          Appointment of Authenticating Agent..................................................43

ARTICLE VII         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY............................................45
      SECTION 7.01          Company to Furnish Trustee Names and Addresses of Holders............................45
      SECTION 7.02          Preservation of Information; Communications to Holders...............................46
      SECTION 7.03          Reports by Trustee...................................................................46
      SECTION 7.04          Reports by Company...................................................................46

ARTICLE VIII        CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.........................................47
      SECTION 8.01          Company May Consolidate, Etc., Only on Certain Terms.................................47
      SECTION 8.02          Successor Substituted................................................................47
      SECTION 8.03          Trustee Entitled to Opinion..........................................................48

ARTICLE IX          SUPPLEMENTAL INDENTURES......................................................................48
      SECTION 9.01          Supplemental Indentures Without Consent of Holders...................................48
      SECTION 9.02          Supplemental Indentures With Consent of Holders......................................49
      SECTION 9.03          Execution of Supplemental Indentures.................................................51
</Table>





                                       ii
<PAGE>

<Table>
<S>                                                                                                             <C>
      SECTION 9.04          Effect of Supplemental Indentures....................................................51
      SECTION 9.05          Conformity With Trust Indenture Act..................................................51
      SECTION 9.06          Reference in Securities to Supplemental Indentures...................................51

ARTICLE X           COVENANTS....................................................................................51
      SECTION 10.01         Payment of Principal, Premium and Interest...........................................51
      SECTION 10.02         Maintenance of Office or Agency......................................................51
      SECTION 10.03         Money for Securities Payments to be Held in Trust....................................52
      SECTION 10.04         Statement by Officers as to Default..................................................53
      SECTION 10.05         Waiver of Certain Covenants..........................................................53

ARTICLE XI          REDEMPTION OF SECURITIES.....................................................................54
      SECTION 11.01         Applicability of Article.............................................................54
      SECTION 11.02         Election to Redeem; Notice to Trustee................................................54
      SECTION 11.03         Selection by Trustee of Securities to Be Redeemed....................................54
      SECTION 11.04         Notice of Redemption.................................................................55
      SECTION 11.05         Deposit of Redemption Price..........................................................56
      SECTION 11.06         Securities Payable on Redemption Date................................................56
      SECTION 11.07         Securities Redeemed in Part..........................................................56

ARTICLE XII         SINKING FUNDS................................................................................57
      SECTION 12.01         Applicability of Article.............................................................57
      SECTION 12.02         Satisfaction of Sinking Fund Payments with Securities................................57
      SECTION 12.03         Redemption of Securities for Sinking Fund............................................57

ARTICLE XIII        DEFEASANCE AND COVENANT DEFEASANCE...........................................................58
      SECTION 13.01         Company's Option to Effect Defeasance or Covenant Defeasance.........................58
      SECTION 13.02         Defeasance and Discharge.............................................................58
      SECTION 13.03         Covenant Defeasance..................................................................59
      SECTION 13.04         Conditions to Defeasance or Covenant Defeasance......................................59
      SECTION 13.05         Deposited Money and U.S. Government Obligations to Be Held in Trust;
                            Miscellaneous Provisions.............................................................61
      SECTION 13.06         Reinstatement........................................................................62

ARTICLE XIV         SUBORDINATION OF SECURITIES..................................................................62
      SECTION 14.01         Securities Subordinate to Senior Debt................................................62
      SECTION 14.02         Payment over of Proceeds Upon Dissolution, Etc.......................................63
      SECTION 14.03         No Payment When Senior Debt in Default...............................................63
      SECTION 14.04         Payment Permitted in Certain Situations..............................................64
      SECTION 14.05         Subrogation to Rights of Holders of Senior Debt......................................64
      SECTION 14.06         Provisions Solely to Define Relative Rights..........................................64
      SECTION 14.07         Trustee to Effectuate Subordination..................................................65
      SECTION 14.08         No Waiver of Subordination Provisions................................................65
      SECTION 14.09         Notice to Trustee....................................................................66
      SECTION 14.10         Reliance on Judicial Order or Certificate of Liquidating Agent.......................66
      SECTION 14.11         Trustee Not Fiduciary for Holders of Senior Debt.....................................67
</Table>



                                       iii
<PAGE>

<Table>
<S>                                                                                                             <C>
      SECTION 14.12         Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights.........67
      SECTION 14.13         Article Applicable to Paying Agents..................................................67
      SECTION 14.14         Certain Conversions or Exchanges Deemed Payment......................................67
      SECTION 14.15         Defeasance of This Article XIV.......................................................68
</Table>



                                       iv
<PAGE>


         INDENTURE, dated as of __________________, 2002, between MARATHON OIL
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
5555 San Felipe Road, Houston, Texas 77056-2723, and JPMORGAN CHASE BANK, a
corporation duly organized and existing under the laws of the State of New York,
as Trustee (herein called the "Trustee").

                             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 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 I
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 1.01 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 in the United States of
                  America, and, except as otherwise expressly provided herein,
                  the term "generally accepted accounting principles" with
                  respect to any computation required or permitted hereunder
                  shall mean such accounting principles as are generally
                  accepted in the United States of America at the date of such
                  computation;

         (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




                                       1
<PAGE>

         (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 of
                  this Indenture.

         "Act," when used with respect to any Holder, has the meaning specified
in Section 1.04.

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

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Board of Directors" means 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 or place
of conversion or exchange, means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in that Place of Payment
or place of conversion or exchange are authorized or obligated by law or
executive order to close.

         "Commission" means the Securities and Exchange Commission.

         "Company" means Marathon Oil Corporation until a successor corporation
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Company" shall mean that successor corporation.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, any Vice
Chairman of the Board, Chief Executive Officer, President, Chief Operating
Officer, Chief Financial Officer or any Vice President, and by its Treasurer,
any Assistant Treasurer, the Comptroller, any Assistant Comptroller, its
Secretary or any Assistant Secretary, and delivered to the Trustee.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which at the date of original execution of this Indenture is located at JPMorgan
Chase Bank, ________________, ______ Floor, ___________, __________ ______,
Attention: _______________, except that, with respect to presentation of
securities for payment or registration of transfers or exchanges, such term
means the office or agency of the affiliate of the Trustee located at c/o
JPMorgan Chase Bank, ________________, New York, New York ______.





                                       2
<PAGE>


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

         "Covenant Defeasance" has the meaning specified in Section 13.03.

         "Defaulted Interest" has the meaning specified in Section 3.07.

         "Defeasance" has the meaning specified in Section 13.02.

         "Depositary" means, with respect to Securities of any series issuable
or issued 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 3.01.

         "Dollar" means the coin or currency of the United States as at the time
of payment is legal tender for the payment of public and private debts.

         "Establishment Action" shall mean

                  (i)      resolution duly adopted by the Company's board of
                           directors establishing one or more series of
                           Securities and authorizing the issuance of any
                           Security or

                  (ii)     a resolution or action by a committee, officer or
                           employee of the Company, establishing one or more
                           series of Securities and/or authorizing the issuance
                           of any Security, in each case, pursuant to a
                           resolution duly adopted by the Company's board of
                           directors.

         "Event of Default" has the meaning specified in Section 5.01.

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

         "Foreign Currency" means a currency of the government, or governments,
of any country, or countries, other than the United States of America.

         "Foreign Government Obligations" means, with respect to the Securities
of any series that are denominated in a Foreign Currency, securities that are

                  (i)      direct obligations of the government, or governments,
                           that issued or caused to be issued such currency for
                           the payment of which obligations its, or their, full
                           faith and credit is pledged or

                  (ii)     obligations of a Person controlled or supervised by
                           and acting as an agency or instrumentality of such
                           government, or governments, the timely payment of
                           which is unconditionally guaranteed as a full faith
                           and credit obligation by such government, or
                           governments,




                                       3
<PAGE>

which, in either case under clause (i) or (ii), are not callable or redeemable
at the option of the issuer thereof.

         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 2.04 (or such
legend as may be specified as contemplated by Section 3.01 for such Securities).

         "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.

         "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.

         "Junior Securities" has the meaning specified in Section 14.14.

         "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 5.01(4).

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, any Vice Chairman of the Board, Chief Executive Officer, President,
Chief Operating Officer, Chief Financial Officer or any Vice President, and by
the Treasurer, any Assistant Treasurer, the Comptroller, any Assistant
Comptroller, the Secretary or any Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officers' Certificate
given pursuant to Section 10.04 shall be the principal executive, financial or
accounting officer of the Company.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of, or counsel to, the Company, and who shall be reasonably 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 5.02.

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

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




                                       4
<PAGE>

                  (ii)     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;

                  (iii)    Securities as to which Defeasance has been effected
                           pursuant to Section 13.02; and

                  (iv)     Securities which have been paid pursuant to Section
                           3.06 or issued 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 of such
                           determination upon acceleration of the Maturity
                           thereof to such date pursuant to Section 5.02;

                  (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 3.01;

                  (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 3.01, 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,



                                       5
<PAGE>

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

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

         "Person" means any individual, association, corporation, partnership,
joint venture, limited liability company, joint-stock company, 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/or any premium or
interest on the Securities of that series are payable as specified as
contemplated by Section 3.01(6).

         "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 3.06 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.

         "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 3.01.

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

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

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.05.

         "Senior Debt" shall mean, with respect to the Company, the principal,
premium, if any, and interest on




                                       6
<PAGE>

         (i)      all indebtedness of the Company, whether outstanding on the
                  date hereof or hereafter created, incurred or assumed, which
                  is for money borrowed, or evidenced by a note or similar
                  instrument given in connection with the acquisition of any
                  business, properties or assets, including securities,

         (ii)     any indebtedness of others of the kinds described in the
                  preceding clause (i) for the payment of which the Company is
                  responsible or liable (directly or indirectly, contingently or
                  otherwise) as guarantor or otherwise and

         (iii)    amendments, renewals, extensions and refundings of any such
                  indebtedness,

unless in any instrument or instruments evidencing or securing such indebtedness
or pursuant to which the same is outstanding, or in any such amendment, renewal,
extension or refunding, it is expressly provided that such indebtedness is not
superior in right of payment to the Securities of any series. The Senior Debt
shall continue to be Senior Debt and entitled to the benefits of the
subordination provisions irrespective of any amendment, modification or waiver
of any term of the Senior Debt or extension or renewal of the Senior Debt
(except to the extent otherwise expressly provided in such amendment,
modification, waiver, extension or renewal).

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

         "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 other Subsidiaries, or by the Company and one or more other
Subsidiaries.

         "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.

         "United States" means the United States of America (including the
states and the District of Columbia) and its possessions at the relevant date.
As of the date of this Indenture, the possessions of the United States include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Island.

         "U.S. Government Obligation" has the meaning specified in Section
13.04.



                                       7
<PAGE>

         "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."

         "Voting Power" means the total voting power represented by all
outstanding shares of all classes of Voting Stock.

         "Voting Stock" means a corporation's stock of any class or classes
(however designated), including membership interests, membership shares or other
similar equity interests, having ordinary Voting Power for the election of the
directors of such corporation, other than stock having such power only by reason
of the happening of a contingency.

         SECTION 1.02 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 10.04) 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;

         (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 1.03 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.




                                       8
<PAGE>

         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 1.04 Acts of Holders; Record Dates.

         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 an 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 herein 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 purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

         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.

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

         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.

         The Company may, in the circumstances permitted by the Trust Indenture
Act, fix any day as the record date for the purpose of determining the Holders
of Securities entitled to give or





                                       9
<PAGE>

take any request, demand, authorization, direction, notice, consent, waiver or
other action, or to vote on any action, authorized or permitted to be given or
taken by Holders of Securities. If not set by the Company prior to the first
solicitation of a Holder of Securities made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided) prior to such first
solicitation or vote, as the case may be. With regard to any record date, only
the Holders of Securities on such date (or their duly designated proxies) shall
be entitled to give or take, or vote on, the relevant action.

         SECTION 1.05 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, 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: the
                  address last furnished in writing to the Trustee by the
                  Company, or, if no such address has been furnished, Treasurer,
                  Marathon Oil Corporation, 5555 San Felipe Road, Houston, Texas
                  77056-2723.

         SECTION 1.06 Notice to Holders; Waiver of Notice.

         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 the 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.




                                       10
<PAGE>

         SECTION 1.07 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, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

         SECTION 1.08 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 1.09 Successors and Assigns.

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

         SECTION 1.10 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 1.11 Benefits of Indenture; No Recourse Against Others.

         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 Debt (to the extent contemplated herein) and
the Holders, any benefit or any legal or equitable right, remedy or claim under
this Indenture. A director, officer, employee, stockholder, partner or other
owner of the Company or the Trustee, as such, shall not have any liability for
any obligations of the Company under the Securities or for any obligations of
the Company or the Trustee under this Indenture or for any claim based on, in
respect of or by reason of those obligations or their creation. Each Holder by
accepting a Security waives and releases all that liability. The waiver and
release shall be part of the consideration for the issue of Securities.

         SECTION 1.12 Governing Law.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY
PRINCIPLES OF CONFLICTS OF LAWS THEREUNDER TO THE EXTENT THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         SECTION 1.13 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








                                       11
<PAGE>

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.

                                   ARTICLE II
                                 SECURITY FORMS

         SECTION 2.01 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 an
Establishment Action 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 3.03 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 2.02 Form of Face of Security.

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

                            MARATHON OIL CORPORATION
                          [Insert title of the Series]

         No.____________                                          $____________

                  MARATHON OIL CORPORATION, a corporation duly organized and
         existing under the laws of the State of Delaware (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,
         semi-annually on ________________ and ________________ in each year,
         commencing ____________, at the rate of ____% per annum, until the
         principal hereof is paid or made available for payment [if applicable,
         insert -- , provided that any principal and premium, and any such
         installment of interest,





                                       12
<PAGE>

         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
         ________________ or ________________ (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
         ________________, in such [coin or currency of the United States of
         America] [Foreign Currency, consistent with the provisions below,] 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 or by electronic funds transfer
         to an account maintained by the Person entitled thereto as specified in
         the Security Register, provided that such Person shall have given the
         Trustee written instructions].

                  [If the security is payable in a foreign currency, insert the
         appropriate provision.]



                                       13
<PAGE>

                  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.

                  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:                       .
                        -----------------------

                                            MARATHON OIL CORPORATION



                                            By
                                              ---------------------------------

                                            Attest:

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

         SECTION 2.03 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 ________________________, (herein called
the "Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and JPMorgan Chase Bank, 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 Debt (to the extent contemplated
in the Indenture) 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 ________________, 20____], 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,




                                       14
<PAGE>

<Table>
<Caption>
                                          Redemption                                                Redemption
             Year                            Price                      Year                           Price
             ----                         ----------                    ----                        ----------
<S>                                      <C>                            <C>                         <C>



</Table>


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
beginning ________________ of the years indicated,

<Table>
<Caption>
                                                                                          Redemption Price
                                                   Redemption Price                   for Redemption Otherwise
                                                for Redemption Through                 Than Through Operation
                 Year                        Operation of the Sinking Fund              of the Sinking Fund
                 ----                        -----------------------------            ------------------------
<S>                                          <C>                                      <C>



</Table>

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

         [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 --






                                       15
<PAGE>

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.]

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Debt, 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 action as
may be necessary or appropriate to acknowledge or 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, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Debt, whether now
outstanding or hereafter incurred, and waives reliance by each such Holder upon
said provisions.

         [If applicable, insert--The Securities shall [not be superior in right
of payment to, and shall] rank pari passu with[,]--insert description of
existing debt of the Company that is intended to rank on a parity with the
Securities.]

         [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.]

         [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.]

         [If applicable, insert a paragraph regarding the indexing of the
Security.]

         [If applicable, insert a paragraph regarding conversion or exchange of
the Security.]

         The Indenture contains provisions permitting the Company and the
Trustee to modify the Indenture or any supplemental indenture without the
consent of the Holders for one or more of the following purposes: (1) to
evidence the succession of another corporation to the Company; (2) to add to the
covenants of the Company; (3) to add additional events of default for the
benefit of Holders of all or any series of Securities; (4) to add to or change
provisions of the Indenture to allow the issuance of Securities in other forms;
(5) to add to, change or eliminate any of the





                                       16
<PAGE>

provisions of the Indenture in respect of one or more series of Securities
thereunder, under certain conditions specified therein; (6) to secure the
Securities; (7) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01 of the Indenture; (8) to evidence the
appointment of a successor Trustee; (9) to make provision with respect to any
conversion or exchange rights as specified as contemplated pursuant to Section
3.01 of the Indenture; and (10) to cure any ambiguity, to correct or supplement
any provision of the Indenture which may be defective or inconsistent with any
other provision of the Indenture, or to make any other provisions with respect
to matters or questions arising under the Indenture as shall not adversely
affect the interests of the Holders in any material respect.

         The Indenture also 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 not less than 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.

         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






                                       17
<PAGE>

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.

         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.

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

         SECTION 2.04 Form of Legend for Global Securities.

         Unless otherwise specified as contemplated by Section 3.01 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

                  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 2.05 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.




                                       18
<PAGE>

                                                                               ,
                                   JPMORGAN CHASE BANK,
                                   As Trustee


                                   By
                                     ------------------------------------------
                                     Authorized Officer

                                  ARTICLE III
                                 THE SECURITIES

         SECTION 3.01 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 from time to time in one or more series.
The terms of each series of Securities shall be either:

         (i)      established in an Establishment Action; or

         (ii)     established in one or more indentures supplemental hereto,
                  prior to the issuance of Securities of any series.

Such Establishment Action or supplemental indenture shall provide:

         (1)      the title of the Securities of the series (which shall
                  distinguish the Securities of the series from Securities of
                  any other series) and a statement that the Securities will be
                  offered pursuant to this Indenture;

         (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 3.04, 3.05, 3.06, 9.06 or 11.07 and
                  except for any Securities which, pursuant to Section 3.03, are
                  deemed never to have been authenticated and delivered
                  hereunder) and the price (expressed as a percentage of the
                  aggregate principal amount thereof) at which the Securities of
                  the series will be issued;

         (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





                                       19
<PAGE>

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

         (7)      the period or periods within which, the price or prices at
                  which, the currency or currencies (including currency units)
                  in which and the other 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;

         (8)      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;

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

         (10)     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, pursuant to a formula or other method, the manner
                  in which such amounts shall be determined;

         (11)     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 1.01;

         (12)     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);

         (13)     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 5.02;

         (14)     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




                                       20
<PAGE>

                  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);

         (15)     if applicable, that the Securities of the series, in whole or
                  any specified part, shall be defeasible pursuant to Section
                  13.02 or Section 13.03 or both such Sections (or, if
                  defeasible by another method, such other method) and, if other
                  than by an action pursuant to a Board Resolution, the manner
                  in which any election by the Company to defease such
                  Securities shall be evidenced;

         (16)     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 2.04 and any
                  circumstances in addition to or in lieu of those set forth in
                  clause (2) of the last paragraph of Section 3.05 in which any
                  such Global Security 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;

         (17)     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 5.02;

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

         (19)     if the Securities are subordinate other than in accordance
                  with Article XIV, such other subordination provisions;

         (20)     if the Securities of the series are convertible into, or
                  exchangeable for, other securities, the terms and conditions
                  pursuant to which the Securities of the series will be
                  convertible or exchangeable; and

         (21)     any other terms of the series (which terms shall not be
                  inconsistent with the provisions of this Indenture, except as
                  permitted by Section 9.01(5)).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in the
Establishment Action referred to above or in any indenture supplemental hereto.
The Company shall provide to the Trustee a copy of any such Establishment
Action.




                                       21
<PAGE>

         The Securities shall be subordinated in right of payment to Senior Debt
as provided in Article XIV and/or as specified as contemplated pursuant to this
Section.

         SECTION 3.02 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 3.01. 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 3.03 Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, any Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Treasurer or an Assistant Treasurer or its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. The seal of the Company may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Security.

         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 deliver such Securities. If the
form or terms of the Securities of the series have been established by one or
more Establishment Actions as permitted by Sections 2.01 and 3.01, 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 6.01) shall be fully protected in
relying upon, an Opinion of Counsel stating:

         (1)      if the form of such Securities has been established by an
                  Establishment Action as permitted by Section 2.01, 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 an
                  Establishment Action as permitted by Section 3.01, that such
                  terms have been established in conformity with the provisions
                  of this Indenture; and

         (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




                                       22
<PAGE>

                  general applicability relating to or affecting creditors'
                  rights and to general equity principles.

         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 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 3.01 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 Establishment Action otherwise
required pursuant to Section 3.01 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 3.09, 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 3.04 Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, 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 deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount. Until so exchanged, the temporary
Securities





                                       23
<PAGE>

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 3.05 Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept in an office or agency of the
Company in a Place of Payment a register (the register maintained in any such
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, or any
other party serving in such capacity with the Trustee's consent, 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 deliver, 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 deliver, 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 3.04, 9.06 or 11.07 not involving any transfer.

         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 11.03
and ending at the close of business on the day of such mailing, or (B) to
register the transfer of or exchange any





                                       24
<PAGE>

Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

         The provisions of the following clauses 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
                           3.01.

         (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 3.04, 3.06, 9.06 or 11.07 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.

         SECTION 3.06 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 deliver in exchange
therefor a new Security of the same series




                                       25
<PAGE>

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
deliver, 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 3.07 Payment of Interest; Interest Rights Preserved.

         Except as otherwise provided as contemplated by Section 3.01 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 "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





                                       26
<PAGE>

                  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 1.06, 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.

         If the Securities of the series are convertible or exchangeable and
unless otherwise specified as contemplated by Section 3.01, in the case of any
Security of such series which is converted or exchanged after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Security whose Maturity is prior to such Interest Payment Date), interest
whose Stated Maturity is on such Interest Payment Date shall be payable on such
Interest Payment Date notwithstanding such conversion or exchange, and such
interest (whether or not punctually paid or duly provided for) shall be paid to
the Person in whose name that Security (or one or more Predecessor Securities)
is registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Security which is converted or exchanged, interest whose Stated Maturity
is after the date of conversion or exchange of such Security shall not be
payable.

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




                                       27
<PAGE>

         SECTION 3.08 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 3.07) 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 3.09 Cancellation.

         All Securities surrendered for payment, redemption, conversion,
exchange, 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. Until directed otherwise by a Company Order, all cancelled Securities
held by the Trustee shall be conspicuously marked as such and, if destroyed, the
Trustee shall deliver to the Company a certificate with respect to such
destruction.

         SECTION 3.10 Computation of Interest.

         Except as otherwise specified as contemplated by Section 3.01 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.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

         SECTION 4.01 Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
with respect to any (or all) series of Securities (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
with respect to such Securities, when:

         (1)      either

                  (A)      all such Securities theretofore authenticated and
                           delivered (other than




                                       28
<PAGE>

                           (i)      Securities which have been destroyed, lost
                                    or stolen and which have been replaced or
                                    paid as provided in Section 3.06 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 10.03)

                           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 reasonably
                                    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

         (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 with respect to
                  such Securities have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 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 4.02, Article VI and
the last paragraph of Section 10.03 shall survive.




                                       29
<PAGE>

         SECTION 4.02 Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01 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 V
                                    REMEDIES

         SECTION 5.01 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
XIV 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; or

         (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 90
                  days after there has been given, by registered or certified
                  mail, to the Company by the Trustee or to the Company and the
                  Trustee by the Holders of at least 25% in 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
                  decree or order

                  (A)      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;




                                       30
<PAGE>

                  (B)      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 bankruptcy, insolvency,
                           reorganization or other similar law;

                  (C)      appointing a custodian, receiver, liquidator,
                           assignee, trustee, sequestrator or other similar
                           official of the Company or of any substantial part of
                           its property; or

                  (D)      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)      (A)      the commencement by the Company of a voluntary case
                           or proceeding under any applicable Federal or State
                           bankruptcy, insolvency, reorganization or other
                           similar law to be adjudicated a bankrupt or
                           insolvent;

                  (B)      the consent by the Company to the entry of a decree
                           or order for relief in respect of it in an
                           involuntary case or proceeding under any applicable
                           Federal or State bankruptcy, insolvency,
                           reorganization or other similar law or the consent by
                           it to the commencement of any bankruptcy or
                           insolvency case or proceeding against it;

                  (C)      the filing by the Company of a petition or answer or
                           consent seeking reorganization or relief under any
                           applicable Federal or State bankruptcy, insolvency,
                           reorganization or other similar law, or the consent
                           by the Company to the filing of such petition;

                  (D)      the consent by the Company 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;

                  (E)      the making by the Company of an assignment for the
                           benefit of creditors;

                  (F)      the admission by the Company in writing of its
                           inability to pay its debts generally as they become
                           due; or

                  (G)      the 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.





                                       31
<PAGE>

         SECTION 5.02 Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 5.01(5) or 5.01(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 5.01(5)
or 5.01(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

                  (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 5.13.

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




                                       32
<PAGE>

         SECTION 5.03 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 (or
yield to maturity in the case of Original Issue Discount Securities) 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, except as a result of the Trustee's negligence or bad
faith.

         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 5.04 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 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 6.07 except as a result of its negligence or bad faith.

         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





                                       33
<PAGE>

trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

         SECTION 5.05 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 (except no
such provision shall be made respecting compensation, expenses, disbursements
and advances made as a result of Trustee's negligence), be for the ratable
benefit of the Holders of the Securities in respect of which such judgment has
been recovered.

         SECTION 5.06 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 costs and expenses of collection,
         reasonable compensation to the Trustee, its agents, attorneys and
         counsel, and all other expenses and liabilities incurred, and all
         advances made, by the Trustee except as a result of its negligence or
         bad faith.

                  SECOND: Subject to Article XIV, in case the principal of the
         outstanding Securities of any series in respect of which such moneys
         have been collected shall not have become due, to the payment of
         interest on the Securities of such series, in the order of maturity of
         the installments of such interest, with interest (to the extent that
         such interest has been collected by the Trustee) upon the overdue
         installments of interest at the same rate or the yield to maturity (in
         the case of Original Issue Discount Securities) specified on the
         Securities of such series, such payments to be made ratably to the
         persons entitled thereto, without discrimination or preference.

                  THIRD: Subject to Article XIV, in case the principal of the
         outstanding Securities of any series in respect of which such moneys
         have been collected shall have become due, by declaration, or
         otherwise, to the payment of the whole amount then owing and unpaid
         upon the Securities of such series for principal, premium (if any) and
         interest, with interest upon the overdue principal, premium (if any)
         and (to the extent that such interest has been collected by the
         Trustee) upon overdue installments of interest at the same rate or the
         yield to maturity (in the case of Original Issue Discount Securities)
         specified on the Securities of such series; and in case such moneys
         shall be insufficient to pay in full the whole amount so due and unpaid
         upon the Securities of such series, then to the payment of such
         principal, premium (if any) and interest, without preference or




                                       34
<PAGE>

         priority of principal and premium (if any), or of any installment of
         interest over any other installment of interest, or of any Security of
         such series over any other Security of such series, ratably to the
         aggregate of such principal and accrued and unpaid interest.

         SECTION 5.07 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 5.08 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
3.07) 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.

         SECTION 5.09 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




                                       35
<PAGE>

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 5.10 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 3.06, 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 5.11 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 5.12 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.

         SECTION 5.13 Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series 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



                                       36
<PAGE>

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

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

         SECTION 5.14 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.

         SECTION 5.15 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.

                                   ARTICLE VI
                                   THE TRUSTEE

         SECTION 6.01 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 6.02 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 such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character





                                       37
<PAGE>

specified in Section 5.01(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event or
events, as the case may be, specified in Section 5.01, not including periods of
grace, if any, provided for therein.

         SECTION 6.03 Certain Rights of Trustee.

         Subject to the provisions of Section 6.01:

         (1)      the Trustee may rely and shall be protected in acting or
                  refraining from acting upon any resolution, action,
                  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 or
                  Establishment Action may be sufficiently evidenced by a Board
                  Resolution or Establishment Action, as the case may be;

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

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

         (5)      the Trustee shall be under no obligation to exercise any of
                  the rights or powers vested in it by 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, action,
                  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





                                       38
<PAGE>

                  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 by it in
                  good faith and believed by it to be authorized or within the
                  discretion or rights or powers conferred upon it by this
                  Indenture.

         SECTION 6.04 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 accountable for the use or
application by the Company of Securities or the proceeds thereof.

         SECTION 6.05 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 6.08 and
6.13, 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 6.06 Money Held in Trust.

         Money held by the Trustee, or any Paying Agent, in trust hereunder need
not be segregated from other funds except to the extent required by law. Neither
the Trustee nor any Paying Agent shall be under any liability for interest on
any money received by it hereunder except as otherwise agreed in writing with
the Company.

         SECTION 6.07 Compensation, Reimbursement and Indemnification.

         The Company agrees:

         (1)      to pay to the Trustee from time to time reasonable
                  compensation as shall be agreed in writing between the Company
                  and the Trustee 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




                                       39
<PAGE>

         (3)      to indemnify the Trustee for, and to hold it harmless against,
                  any loss, liability or expense 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 and the costs and expenses of enforcing this right
                  to indemnification.

In the event any action, suit or proceeding is brought against any Trustee in
connection with any claim for which it is entitled to indemnity hereunder, it
shall promptly (but no later than ten days following service) notify the Company
in writing, enclosing a copy of all papers served. All counsel employed to
defend any such claim shall be retained directly by the Company and may serve as
counsel to the Company and/or one or more Trustees. Absent a conflict of
interest, the Company shall not be required to pay the fees and expenses of more
than one law firm in connection with its obligations hereunder. A Trustee
entitled to indemnification may, in addition to counsel engaged by the Company,
engage counsel to represent such Trustee at its sole expense. Notwithstanding
any other provision of this Indenture, the Company shall not be liable to pay
any settlement agreed to without its written consent.

         SECTION 6.08 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 or a trustee under the indenture dated
____________, 2002 between the Company and the Trustee respecting Senior Debt of
the Company.

         SECTION 6.09 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 6.10 Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.




                                       40
<PAGE>

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

         (c) 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 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of removal, the Trustee being removed may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

         (d) If, at any time,

                  (1)      the Trustee shall fail to comply with Section 6.08
                           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
                           6.09 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 5.14, 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.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, 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 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any





                                       41
<PAGE>

series shall be appointed by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Company and
the retiring Trustee, the successor Trustee so appointed shall, forthwith upon
its acceptance of such appointment in accordance with the applicable
requirements of Section 6.11, 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 6.11, 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.

         (f) 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 1.06.
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 6.11 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 (i) 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, (ii)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(iii) 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




                                       42
<PAGE>

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 6.12 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 6.13 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).

         SECTION 6.14 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 3.06, 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





                                       43
<PAGE>

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 must 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 all or substantially all of
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.

         In case at the time such successor to any Authenticating Agent with
respect to any series shall succeed to such Authenticating Agent, any of the
Securities of such series shall have been authenticated but not delivered, any
such successor to such Authenticating Agent may adopt the certificate of
authentication of any predecessor Authenticating Agent and deliver such
Securities so authenticated; and in case at that time any of the Securities of
such series shall not have been authenticated, any successor to any
Authenticating Agent may authenticate such Securities either in the name of any
predecessor hereunder or in the name of successor Authenticating Agent; and in
all such cases such certificate shall have the full force which it is anywhere
in the Securities of such series or in this Indenture provided that the
certificate of the predecessor Authenticating Agent shall have; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Authenticating Agent or to authenticate Securities in the name of
any predecessor Authenticating Agent shall apply only to its successor or
successors by merger, conversion or consolidation.

         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 must be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.06 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




                                       44
<PAGE>

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

         Any Authenticating Agent by the acceptance of its appointment shall be
deemed to have agreed with the Trustee that: it will perform and carry out the
duties of an Authenticating Agent as herein set forth; it will keep and maintain
and furnish to the Trustee from time to time as requested by the Trustee
appropriate records of all transactions carried out by it as Authenticating
Agent and will furnish the Trustee such other information and reports as the
Trustee may reasonably require; it is eligible for appointment as Authenticating
Agent under this Section 6.14 and will notify the Trustee promptly if it shall
cease to be so qualified; and it will indemnify the Trustee against any loss,
liability or expense incurred by the Trustee and will defend any claim asserted
against the Trustee by reason of acts or failures to act of the Authenticating
Agent but it shall have no liability for any action taken by it at the specific
written direction of the Trustee.

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.07.

         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.

                                                                               ,
                                   JPMORGAN CHASE BANK,
                                   As Trustee


                                   By
                                     ------------------------------------------
                                     As Authenticating Agent


                                   By
                                     ------------------------------------------
                                     Authorized Officer

                                  ARTICLE VII
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.01 Company to Furnish Trustee Names and Addresses of Holders.

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

         (1)      semi-annually, not later than June 30 and December 31 in each
                  year, 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 a date no more than 15 days
                  prior to the date such list is furnished; and




                                       45
<PAGE>

         (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;

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

         SECTION 7.02 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 7.01 and the names and
addresses of Holders received by the Trustee, or its designee, in its capacity
as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.01 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 7.03 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.

         Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than sixty days after each May 1
following the date of first issuance.

         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 notify the Trustee when any Securities are listed on any stock exchange
pursuant to Section 7.04.)

         SECTION 7.04 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.




                                       46
<PAGE>

         The Company shall notify the Trustee when any Securities are listed on
any stock exchange.

                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 8.01 Company May Consolidate, Etc., Only on Certain Terms.

         The Company covenants that it will not merge or consolidate with any
other corporation or sell or convey all or substantially all of its assets to
any person, firm or corporation, except that the Company may merge or
consolidate with, or sell or convey all or substantially all of its assets to,
any other corporation, provided that:

         (1)      (A)      the Company shall be the continuing corporation or:

                  (B)(i)   the successor corporation (if other than the Company)
                           shall be a corporation organized and existing under
                           the laws of the United States of America or a State
                           thereof; and

                     (ii)  such corporation shall expressly assume the due and
                           punctual payment of the principal of and any premium
                           and interest on all the Securities, according to
                           their tenor, and the due and punctual performance and
                           observance of all of the covenants and conditions of
                           this Indenture to be performed by the Company;

                  and

         (2)      the Company or such successor corporation, as the case may be,
                  shall not, immediately after such merger or consolidation, or
                  such sale or conveyance, be in default in the performance of
                  any such covenant or condition and no event which with the
                  lapse of time, the giving of notice or both would constitute
                  an Event of Default shall have occurred and be continuing.

For purposes of this Section 8.01, "substantially all of its assets" shall mean,
at any date, a portion of the non-current assets reflected in the Company's
consolidated balance sheet as of the end of the most recent quarterly period
that represents at least sixty-six and two-thirds percent (66 2/3%) of the total
reported value of such assets.

         SECTION 8.02 Successor Substituted.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor corporation of the obligations under this
Indenture and the Securities in accordance with Section 8.01, such successor
corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as a party hereto, and the Company shall
thereupon be relieved of any further obligations or liabilities hereunder and
upon the Securities and the Company as the predecessor corporation may thereupon
or at any time thereafter be dissolved, wound-up or liquidated. Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of the predecessor





                                       47
<PAGE>

corporation, any or all of the Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee and, upon
the order of such successor corporation, instead of the Company, and subject to
all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Securities which previously
shall have been signed and delivered by the officers of the Company to the
Trustee for authentication and any Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution hereof.

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

         SECTION 8.03 Trustee Entitled to Opinion.

         The Trustee, subject to the provisions of Sections 6.01 and 6.03, may
receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale or conveyance, and any such assumption, complies
with the provisions of this Article.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

         SECTION 9.01 Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by its
Board of Directors, 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 one or more 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,





                                       48
<PAGE>

                  registrable or not registrable as to principal, and 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,
                  including, without limitation, with respect to any of the
                  provisions set forth in Article XIV; 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 secure the Securities of any series; or

         (7)      to establish the form or terms of Securities of any series as
                  permitted by Sections 2.01 and 3.01; or

         (8)      to evidence and provide for the acceptance of appointment
                  hereunder by a successor Trustee with respect to the
                  Securities of one or more series and to add to or change any
                  of the provisions of this Indenture as shall be necessary to
                  provide for or facilitate the administration of the trusts
                  hereunder by more than one Trustee, pursuant to the
                  requirements of Section 6.11; or

         (9)      to make provision with respect to any conversion or exchange
                  rights as contemplated by Section 3.01; or

         (10)     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 (10) shall not
                  adversely affect the interests of the Holders of Securities of
                  any series in any material respect.

         SECTION 9.02 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 its Board of Directors, and the Trustee
may enter into an indenture or indentures supplemental hereto for





                                       49
<PAGE>

the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or 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 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 5.02, or change 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 adversely affect any right of the
                  Holder of any Security to require the Company to repurchase
                  such Security or adversely affect any right to convert or
                  exchange any Security as specified as contemplated by Section
                  3.01, or modify the provisions of this Indenture with respect
                  to the subordination of the Securities in a manner adverse to
                  the Holders;

         (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 5.13 or
                  Section 10.05, except to increase any percentage set forth in
                  such Sections 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 10.05, or the deletion of
                  this proviso, in accordance with the requirements of Sections
                  6.11 and 9.01(8).

         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.






                                       50
<PAGE>

         SECTION 9.03 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 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

         SECTION 9.04 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 9.05 Conformity With Trust Indenture Act.

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

         SECTION 9.06 Reference in Securities to Supplemental Indentures.

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

                                   ARTICLE X
                                    COVENANTS

         SECTION 10.01 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 or cause to be paid the
principal of (including any amount in respect of original issue discount) and
any premium and interest on each of the Securities of such series at the Place
of Payment, at the respective times and in the manner provided in the Securities
and this Indenture. The principal of, premium, and interest on the Securities
shall be payable only in accordance with the terms of the relevant Security.

         SECTION 10.02 Maintenance of Office or Agency.

         The Company will maintain in the Borough of Manhattan, The City of New
York, and in each other Place of Payment for any series of Securities an office
or agency where Securities of





                                       51
<PAGE>

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 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, or an affiliate 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 the Borough of Manhattan, The City of New York, and in each other
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 10.03 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, other than the Trustee or the
Company, for any series of Securities 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. Each of the Company and the Trustee,
having agreed to the foregoing on its behalf as a Paying Agent by its execution
and delivery of this instrument, has hereby satisfied the provisions of this
paragraph with respect to itself as a Paying Agent.





                                       52
<PAGE>

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same 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 New York, 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
free of the trust formerly impressed upon it.

         SECTION 10.04 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 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.

         SECTION 10.05 Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by Section 3.01 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 3.01(18),
9.01(2) or 9.01(7) 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.




                                       53
<PAGE>

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

         SECTION 11.01 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 3.01 for such Securities) in
accordance with this Article.

         SECTION 11.02 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
3.01 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, 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 11.03 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 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 or any integral multiple thereof) 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





                                       54
<PAGE>

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 11.04 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 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 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 applicable, the conversion price or exchange rate, the date
                  on which the right to convert or exchange the Securities to be
                  redeemed shall terminate and the place or places where such
                  Securities may be surrendered for conversion or exchange, as
                  the case may be.

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




                                       55
<PAGE>

         SECTION 11.05 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 10.03) 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 other than any Securities called for
redemption on that date which have been converted or exchanged prior to the date
of such deposit.

         If any Security called for redemption is converted or exchanged, any
money deposited with the Trustee or with any Paying Agent or so segregated and
held in trust for the redemption of such Security shall (subject to any right of
the Holder of such Security or any Predecessor Security to receive interest as
provided in the last paragraph of Section 3.07) be paid to the Company upon
Company Request or, if then held by the Company, shall be discharged from such
trust.

         SECTION 11.06 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 otherwise specified as
contemplated by Section 3.01, 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 3.07.

         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 11.07 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 deliver 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.




                                       56
<PAGE>

                                  ARTICLE XII
                                  SINKING FUNDS

SECTION 12.01     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 3.01 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 12.02.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

         SECTION 12.02 Satisfaction of Sinking Fund Payments with Securities.

         The Company

         (1)      may deliver Outstanding Securities of a series (other than any
                  Securities 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
                  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 12.03 Redemption of Securities for Sinking Fund.

         Not less than 45 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 12.02 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 15 nor more than 45 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 11.03 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the





                                       57
<PAGE>

Company in the manner provided in Section 11.04. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.06 and 11.07.

                                  ARTICLE XIII
                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 13.01 Company's Option to Effect Defeasance or Covenant
Defeasance.

         The Company may elect, at its option at any time, to have Section 13.02
or Section 13.03 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 3.01 as being defeasible pursuant to
such Section 13.02 or 13.03, in accordance with any applicable requirements
provided pursuant to Section 3.01 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 3.01 for
such Securities. With respect to any series subject to conversion or exchange,
the terms of any defeasance shall be specified pursuant to Section 3.01.

         SECTION 13.02 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, and the
provisions of Article XIV shall cease to be effective, with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 13.04 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 13.04 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 3.04, 3.05, 3.06, 10.02 and 10.03,

         (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 13.03 applied to such
Securities.




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<PAGE>

         SECTION 13.03 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 8.01(1)(B)(i) and any covenants provided pursuant to
                  Section 3.01(18), 9.01(2) or 9.01(7) for the benefit of the
                  Holders of such Securities,

         (2)      the occurrence of any event specified in Sections 5.01(3),
                  5.01(4) (with respect to any of Section 8.01(1)(B)(i) and any
                  such covenants provided pursuant to Section 3.01(18), 9.01(2)
                  or 9.01(7)) and 5.01(7) shall be deemed not to be or result in
                  an Event of Default, and

         (3)      the provisions of Article XIV shall cease to be effective,

in each case with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 13.04 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 5.01(4)) or Article XIV, whether directly or indirectly
by reason of any reference elsewhere herein to any such Section or Article or by
reason of any reference in any such Section or Article to any other provision
herein or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.

         SECTION 13.04 Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
13.02 or Section 13.03 to any Securities or any series of Securities, as the
case may be:

         (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 6.09 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 benefits of the Holders of such
                  Securities,

                  (A)      money in an amount (in such currency, currencies or
                           currency unit or units in which the Securities of
                           such series are payable), or

                  (B)      in the case of Securities denominated in Dollars,
                           U.S. Government Obligations, or, in the case of
                           Securities denominated in a Foreign Currency, Foreign
                           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




                                       59
<PAGE>

                  (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. 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 13.02 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
                           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





                                       60
<PAGE>

                  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 13.03 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)      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 5.01(5) and (6), at any time
                  on or prior to the 90th day after the date of such deposit (it
                  being understood that this condition shall not be deemed
                  satisfied until after such 90th day).

         (5)      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).

         (6)      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.

         (7)      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 of
                  1940 (and any statute successor thereto) unless such trust
                  shall be registered under such Act or exempt from registration
                  thereunder.

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

         SECTION 13.05 Deposited Money and U.S. Government Obligations to Be
                       Held in Trust; Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 10.03, all
money, U.S. Government Obligations (including the proceeds thereof) and Foreign
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 13.06, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 13.04 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








                                       61
<PAGE>

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, U.S.
Government Obligations and Foreign Government Obligations so held in trust shall
not be subject to the provisions of Article XIV.

         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 and
Foreign Government Obligations deposited pursuant to Section 13.04 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.

         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, U.S. Government Obligations or Foreign Government Obligations held by it
as provided in Section 13.04 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.

         SECTION 13.06 Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 13.05 with respect to such
Securities in accordance with this Article; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

                                  ARTICLE XIV
                           SUBORDINATION OF SECURITIES

         SECTION 14.01 Securities Subordinate to Senior Debt.

         The Company covenants and agrees, and each Holder of Securities of any
series by the Holder's acceptance thereof, likewise covenants and agrees, that,
to the extent and in the manner hereinafter set forth in this Article, subject
to the provisions of Article IV and Article XIII and except as may otherwise be
specified as contemplated by Section 3.01 and set forth in the Securities of a
series, the indebtedness represented by the Securities of such series and the
payment of the principal of and any premium and interest on each and all of the
Securities of such series are hereby expressly made subordinate and junior in
right of payment to the prior





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<PAGE>

payment in full of all amounts then due and payable in respect of all Senior
Debt of the Company, to the extent and in the manner herein set forth (unless a
different manner is set forth in the Securities of such series). No provision of
this Article shall prevent the occurrence of any default or Event of Default
hereunder.

         Senior Debt shall not be deemed to have been paid in full unless the
holders thereof shall have received cash, securities or other property equal to
the amount of such Senior Debt then outstanding.

         SECTION 14.02 Payment over of Proceeds Upon Dissolution, Etc.

         In the event of

         (1)      any insolvency, bankruptcy, receivership, liquidation,
                  reorganization, readjustment, composition or other similar
                  proceeding in respect of the Company or its property,

         (2)      any proceeding for the liquidation, dissolution or other
                  winding up of the Company, whether voluntary or involuntary,
                  or bankruptcy proceedings,

         (3)      any assignment by the Company for the benefit of its
                  creditors,

         (4)      any other marshalling of the assets of the Company,

all Senior Debt shall first be paid in full before any payment or distribution,
whether in cash, securities or other property, shall be made by the Company on
account of the Securities of any series. Any payment or distribution, whether in
cash, securities or other property (other than securities of the Company or any
other corporation provided for by a plan or reorganization or a readjustment,
the payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the
Securities of any series, to the payment of all Senior Debt at the time
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment), which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of the Securities
of any series shall be paid or delivered directly to the holders of Senior Debt
in accordance with the priorities then existing among such holders until all
Senior Debt shall have been paid in full. No present or future holder of any
Senior Debt shall be prejudiced in the right to enforce subordination of the
indebtedness constituting the Securities of any series by any act of failure to
act on the part of the Company.

         SECTION 14.03 No Payment When Senior Debt in Default.

         In the event that

         (1)      the Company shall default in the payment of any principal of
                  or premium, if any, or interest on any Senior Debt when the
                  same becomes due and payable, whether at maturity or at a date
                  fixed for prepayment or declaration or otherwise, or




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<PAGE>

         (2)      an event of default occurs with respect to any Senior Debt
                  permitting the holders thereof to accelerate the maturity
                  thereof and written notice describing such event of default
                  and requesting commencement of payment blockage on
                  transactions as thereinafter described is given to the Company
                  by the holders of Senior Debt,

then, unless and until such default in payment and event of default shall have
been cured or waived or shall have ceased to exist, no direct or indirect
payment (in cash, property, securities, by set-off or otherwise) shall be made
or agreed to be made on account of the Securities of any series or any interest
thereon in respect of any repayment, redemption, retirement, purchase or other
acquisition of the Securities of any series.

         SECTION 14.04 Payment Permitted in Certain Situations.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities of any series shall prevent

         (1)      the Company, at any time except during the pendency of any
                  dissolution, winding-up, liquidation or reorganization of the
                  Company, whether voluntary or involuntary or any bankruptcy,
                  insolvency, receivership or other proceedings of the Company
                  referred to in Section 14.02 or under the conditions described
                  in Section 14.03, from making payments at any time of
                  principal of or premium, if any, or interest on the Securities
                  of such series, or

         (2)      the application by the Trustee of any money deposited with it
                  hereunder to the payment of or on account of the principal of
                  or premium, if any, or interest on the Securities of such
                  series or the retention of such payment by the Holders, if, at
                  the time of such application by the Trustee, it did not have
                  knowledge that such payment would have been prohibited by the
                  provisions of this Article.

         SECTION 14.05 Subrogation to Rights of Holders of Senior Debt.

         Upon the payment in full of all Senior Debt, the rights of the holders
of Securities of any series shall be subrogated to all the rights of any holders
of Senior Debt to receive any further payments or distributions applicable to
the Senior Debt until the Securities of any series shall have been paid in full,
and such payments or distributions received by the Holders of Securities of any
series by reason of such subrogation, of cash, securities or other property
which otherwise would be paid or distributed to the holders of Senior Debt,
shall, as between the Company and its creditors other than the holders of Senior
Debt, on the one hand, and the Holders of Securities of any series, on the
other, be deemed to be a payment by the Company on account of Senior Debt, and
not on account of the Securities of any series.

         SECTION 14.06 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 of Securities of any
series on the one hand and the holders of Senior Debt on the other hand. Nothing
contained in this Article or elsewhere in the Indenture or in the Securities of
such series is intended to or shall




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<PAGE>

         (1)      impair, as among the Company, its creditors other than holders
                  of Senior Debt and the Holders of Securities of such series,
                  the obligation of the Company, which is absolute and
                  unconditional (and which, subject to the rights under this
                  Article of the holders of Senior Debt, is intended to rank
                  equally with all other general obligations of the Company), to
                  pay to the Holders of Securities of such series the principal
                  of (and premium, if any) and interest on the Securities of
                  such series as and when the same shall become due and payable
                  in accordance with their terms; or

         (2)      affect the relative rights against the Company of the Holders
                  of Securities of such series and creditors of the Company, as
                  the case may be, other than the holders of Senior Debt; or

         (3)      prevent the Trustee or the Holder of any Securities of such
                  series from exercising all remedies otherwise permitted by
                  applicable law upon default under this Indenture, subject to
                  the rights, if any, under this Article of the holders of
                  Senior Debt to receive cash, property and securities otherwise
                  payable or deliverable to the Trustee or such Holder.

         SECTION 14.07 Trustee to Effectuate Subordination.

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

         SECTION 14.08 No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior Debt 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 Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities of any
series, without incurring responsibility to the Holders of the Securities of
such series and without impairing or releasing the subordination provided in
this Article or the obligations hereunder of the Holders of Securities of such
series to the holders of Senior Debt, do any one or more of the following:

         (1)      change the manner, place or terms of payment or extend the
                  time of payment of, or renew or alter, Senior Debt, or
                  otherwise amend or supplement in any manner Senior Debt or any
                  instrument evidencing the same or any agreement under which
                  Senior Debt is outstanding;


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<PAGE>


         (2)      sell, exchange, release or otherwise deal with any property
                  pledged, mortgaged or otherwise securing Senior Debt;

         (3)      release any Person liable in any manner for the collection of
                  Senior Debt; and

         (4)      exercise or refrain from exercising any rights against the
                  Company and any other Person.

         SECTION 14.09 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 of any series pursuant to the provisions of
this Article. Notwithstanding the provisions of this Article or any other
provision of the Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment to or
by the Trustee in respect of any Securities of any series pursuant to the
provisions of this Article, unless and until the Trustee shall have received
written notice thereof from the Company or a holder or holders of Senior Debt or
from any trustee therefor; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 6.03, 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
two Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (or premium, if any) or interest on any Securities of any
series), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such moneys and to apply
the same to the purpose for which they were received and shall not be affected
by any notice to the contrary that may be received by it within two Business
Days prior to such date.

         Subject to the provisions of Section 6.03, 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 Debt (or a trustee therefor) to
establish that such notice has been given by a holder of Senior Debt (or a
trustee 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 Debt 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 Debt 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.

         SECTION 14.10 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 6.03, and the
Holders of Securities of any series shall be entitled to conclusively rely upon
any order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding up or similar case or proceeding is pending, or a certificate of the
trustee in





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<PAGE>

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 of such series, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Debt and other indebtedness of the
Company, as the case may be, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article.

         SECTION 14.11 Trustee Not Fiduciary for Holders of Senior Debt.

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

         SECTION 14.12 Rights of Trustee as Holder of Senior Debt; 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 Debt which may at
any time be held by it, to the same extent as any other holder of Senior Debt,
and nothing in the Indenture shall deprive the Trustee of any of its rights as
such holder.

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.07.

         SECTION 14.13 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 this Section shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

         SECTION 14.14 Certain Conversions or Exchanges Deemed Payment.

         For the purposes of this Article only, (i) the issuance and delivery of
securities which are subordinate in right of payment to all then outstanding
Senior Debt to substantially the same extent as the Securities are so
subordinate ("Junior Securities") (or cash paid in lieu of fractional shares)
upon conversion or exchange of Securities of any series as contemplated by
Section 3.01, shall not be deemed to constitute a payment or distribution on
account of the principal of or premium, if any, or interest on Securities of
such series or on account of the purchase or other





                                       67
<PAGE>

acquisition of Securities of such series and (ii) the payment, issuance or
delivery of cash, property or securities (other than Junior Securities and cash
paid in lieu of fractional shares) upon conversion or exchange of Securities of
any series shall be deemed to constitute payment on account of the principal of
such Securities of such series. Nothing contained in this Article or elsewhere
in the Indenture or in the Securities of any series is intended to or shall
impair, as among the Company, its creditors other than holders of Senior Debt
and the Holders of Securities of such series the right, which is absolute and
unconditional, of the Holder of any Securities of such series to convert or
exchange such Securities of such series in accordance with the terms specified
as contemplated by Section 3.01.

         SECTION 14.15 Defeasance of This Article XIV.

         The subordination of the Securities provided by this Article XIV is
expressly made subject to the provisions for defeasance or covenant defeasance
in Article XIII hereof and, anything herein to the contrary notwithstanding,
upon the effectiveness of any such defeasance or covenant defeasance, the
Securities then outstanding shall thereupon cease to be subordinated pursuant to
this Article XIV.






                                       68
<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.


                                            MARATHON OIL CORPORATION




                                            By:
                                               --------------------------------

ATTEST:

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



                                            JPMORGAN CHASE BANK



                                            By:
                                               --------------------------------

ATTEST:

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





                                       69
<PAGE>


STATE OF TEXAS             )
                           )
COUNTY OF HARRIS           )

         On the ______ day of _________________, 2002, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that he is ___________________ of Marathon Oil Corporation, 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.


                                                     --------------------------
                                                     Notary Public

[NOTARIAL SEAL]



STATE OF TEXAS              )
                            )
COUNTY OF HARRIS            )

         On the ______ day of _________________, 2002, before me personally came
______________, to me known, who, being by me duly sworn, did depose and say
that he/she is __________________ of JPMorgan Chase Bank, one of the
corporations described in and which executed the foregoing instrument; that
he/she 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/she signed his/her name
thereto by like authority.


                                                     --------------------------
                                                     Notary Public

[NOTARIAL SEAL]




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