<PAGE>
                                                                  EXHIBIT (4)(b)


                      DELPHI AUTOMOTIVE SYSTEMS CORPORATION

                                       AND

                       THE FIRST NATIONAL BANK OF CHICAGO

                                     TRUSTEE

                                    INDENTURE

                           DATED AS OF APRIL 28, 1999

                                 DEBT SECURITIES



<PAGE>


                                TABLE OF CONTENTS


TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----

<S>                                                                                                             <C>
ARTICLE ONE.     DEFINITIONS.....................................................................................2

SECTION 1.01.     Definitions....................................................................................2
         Additional Amounts......................................................................................2
         Authorized Newspaper....................................................................................2
         Board Of Directors......................................................................................3
         Board Resolution........................................................................................3
         Business Day............................................................................................3
         Corporate Trust Office..................................................................................3
         Corporation.............................................................................................3
         Corporation Order.......................................................................................3
         Coupon..................................................................................................3
         Coupon Security  .......................................................................................3
         Currency................................................................................................3
         Depository..............................................................................................4
         Event Of Default........................................................................................4
         Global Security.........................................................................................4
         Holder..................................................................................................4
         Indenture...............................................................................................4
         Interest Payment Date...................................................................................4
         Issue Date..............................................................................................4
         Maturity Date...........................................................................................4
         Officers' Certificate...................................................................................4
         Opinion Of Counsel......................................................................................5
         Original Issue Discount Securities......................................................................5
         Outstanding.............................................................................................5
         Paying Agent............................................................................................5
         Person..................................................................................................5
         Place Of Payment........................................................................................5
         Registered Security.....................................................................................5
         Regular Record Date.....................................................................................6
         Responsible Officer.....................................................................................6
         Security Register And Security Registrar................................................................6
         Significant Subsidiary..................................................................................6
         Subsidiary..............................................................................................6
         Trust Indenture Act Of 1939:............................................................................6
         United States...........................................................................................6
         Unregistered Security...................................................................................6
         U.S. Dollar.............................................................................................6
SECTION 1.02.     Notice To Securityholders......................................................................6

ARTICLE TWO.      ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES......................................7

SECTION 2.01.     Amount Unlimited; Issuable In Series...........................................................7
SECTION 2.02.     Form Of Trustee's Certificate Of Authentication................................................9
SECTION 2.03.     Form, Execution, Authentication, Delivery And Dating Of Securities.............................9
SECTION 2.04.     Denominations; Record Date....................................................................10
SECTION 2.05.     Exchange And Registration Of Transfer Of Securities...........................................11
SECTION 2.06.     Temporary Securities..........................................................................12
SECTION 2.07.     Mutilated, Destroyed, Lost Or Stolen Securities...............................................12
SECTION 2.08.     Cancellation..................................................................................13
SECTION 2.09.     Computation Of Interest.......................................................................13
</TABLE>



                                      i
<PAGE>
                               TABLE OF CONTENTS
                                  (continued)


<TABLE>
<Caption>
                                                                                                              Page
<S>               <C>                                                                                          <C>
SECTION 2.10.     Securities In Global Form.....................................................................13
SECTION 2.11.     Medium-Term Securities........................................................................14
SECTION 2.12.     CUSIP Numbers.................................................................................14

ARTICLE THREE.    REDEMPTION OF SECURITIES......................................................................14
SECTION 3.01.     Redemption Of Securities; Applicability Of Article............................................14
SECTION 3.02.     Notice Of Redemption; Selection Of Securities.................................................15
SECTION 3.03.     Payment Of Securities Called For Redemption...................................................16

ARTICLE FOUR.     PARTICULAR COVENANTS OF THE CORPORATION.......................................................16
SECTION 4.01.     Payment Of Principal, Premium, Interest And Additional Amounts................................16
SECTION 4.02.     Offices For Notices And Payments, Etc.........................................................17
SECTION 4.03.     Provisions As To Paying Agent.................................................................17
SECTION 4.04.     LUXEMBOURG PUBLICATIONS.......................................................................18
SECTION 4.05.     Statement By Officers As To Default...........................................................18
SECTION 4.06.     Limitations On Liens..........................................................................18
SECTION 4.07.     Limitation On Sale And Lease-Back.............................................................19
SECTION 4.08.     Definitions Applicable To Sections 4.06 And 4.07..............................................19

ARTICLE FIVE.     SECURITYHOLDER LISTS AND REPORTS BY THE  CORPORATION AND
                  THE TRUSTEE...................................................................................21
SECTION 5.01.     Securityholder Lists..........................................................................21
SECTION 5.02.     Preservation And Disclosure Of Lists..........................................................21
SECTION 5.03.     Reports By The Corporation....................................................................22
SECTION 5.04.     Reports By The Trustee........................................................................22

ARTICLE SIX.      REMEDIES ON DEFAULT...........................................................................23
SECTION 6.01.     Events Of Default.............................................................................23
SECTION 6.02.     Payment Of Securities On Default; Suit Therefor...............................................24
SECTION 6.03.     Application Of Moneys Collected By Trustee....................................................26
SECTION 6.04.     Proceedings By Securityholders................................................................26
SECTION 6.05.     Remedies Cumulative And Continuing............................................................27
SECTION 6.06.     Direction Of Proceedings......................................................................27
SECTION 6.07.     Notice Of Defaults............................................................................27
SECTION 6.08.     Undertaking To Pay Costs......................................................................28

ARTICLE SEVEN.    CONCERNING THE TRUSTEE........................................................................28
SECTION 7.01.     Duties And Responsibilities Of Trustee........................................................28
SECTION 7.02.     Reliance On Documents, Opinions, Etc..........................................................29
SECTION 7.03.     No Responsibility For Recitals, Etc...........................................................30
SECTION 7.04.     Ownership Of Securities Or Coupons............................................................30
SECTION 7.05.     Moneys To Be Held In Trust....................................................................30
SECTION 7.06.     Compensation And Expenses Of Trustee..........................................................30
SECTION 7.07.     Officers' Certificate As Evidence.............................................................30
SECTION 7.08.     Conflicting Interest Of Trustee...............................................................30
SECTION 7.09.     Eligibility Of Trustee........................................................................31
SECTION 7.10.     Resignation Or Removal Of Trustee.............................................................31
SECTION 7.11.     Acceptance By Successor Trustee...............................................................32
SECTION 7.12.     Successor By Merger, Etc......................................................................33
SECTION 7.13.     Limitations On Rights Of Trustee As Creditor..................................................33

ARTICLE EIGHT.    CONCERNING THE SECURITYHOLDERS................................................................33
SECTION 8.01.     Action By Securityholders.....................................................................33
SECTION 8.02.     Proof Of Execution By Securityholders.........................................................33
SECTION 8.03.     Who Are Deemed Absolute Owners................................................................34
SECTION 8.04.     Corporation-Owned Securities Disregarded......................................................34
</TABLE>

                                       ii
<PAGE>
                               TABLE OF CONTENTS
                                  (continued)



<TABLE>
<Caption>
                                                                                                              Page
<S>               <C>                                                                                          <C>
SECTION 8.05.     Revocation Of Consents; Future Securityholders Bound..........................................34
SECTION 8.06.     Securities In A Foreign Currency..............................................................34

ARTICLE NINE.     SECURITYHOLDERS' MEETINGS.....................................................................35
SECTION 9.01.     Purposes Of Meetings..........................................................................35
SECTION 9.02.     Call Of Meetings By Trustee...................................................................35
SECTION 9.03.     Call Of Meetings By Corporation Or Securityholders............................................36
SECTION 9.04.     Qualification For Voting......................................................................36
SECTION 9.05.     Regulations...................................................................................36
SECTION 9.06.     Voting........................................................................................37

ARTICLE TEN.      SUPPLEMENTAL INDENTURES.......................................................................37
SECTION 10.01.    Supplemental Indentures Without Consent Of Securityholders....................................37
SECTION 10.02.    Supplemental Indentures With Consent Of Securityholders.......................................38
SECTION 10.03.    Compliance With Trust Indenture Act; Effect Of Supplemental Indentures........................39
SECTION 10.04.    Notation On Securities........................................................................39

ARTICLE ELEVEN.   CONSOLIDATION, MERGER, SALE OR CONVEYANCE.....................................................39
SECTION 11.01.    Corporation May Consolidate, Etc., On Certain Terms...........................................39
SECTION 11.02.    Successor Corporation Substituted.............................................................40
SECTION 11.03.    Certificate To Trustee........................................................................40

ARTICLE TWELVE.   SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED
                  MONEYS........................................................................................40

SECTION 12.01.    Discharge Of Indenture........................................................................40
SECTION 12.02.    Satisfaction, Discharge And Defeasance Of Securities Of Any Series............................41
SECTION 12.03.    Deposited Moneys To Be Held In Trust By Trustee...............................................42
SECTION 12.04.    Paying Agent To Repay Moneys Held.............................................................42
SECTION 12.05.    Return Of Unclaimed Moneys....................................................................42

ARTICLE THIRTEEN. IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                  OFFICERS AND DIRECTORS........................................................................42
SECTION 13.01.    Indenture And Securities Solely Corporate Obligations.........................................42

ARTICLE FOURTEEN. MISCELLANEOUS PROVISIONS......................................................................43
SECTION 14.01.    Benefits Of Indenture Restricted To Parties And Securityholders...............................43
SECTION 14.02.    Provisions Binding On Corporation's Successors................................................43
SECTION 14.03.    Addresses For Notices, Etc....................................................................43
SECTION 14.04.    Evidence Of Compliance With Conditions Precedent..............................................43
SECTION 14.05.    Legal Holidays................................................................................44
SECTION 14.06.    Trust Indenture Act To Control................................................................44
SECTION 14.07.    Execution In Counterparts.....................................................................44
SECTION 14.08.    New York Contract.............................................................................44
SECTION 14.09.    Judgment Currency.............................................................................44
SECTION 14.10.    Severability Of Provisions....................................................................44
SECTION 14.11.    Corporation Released From Indenture Requirements Under Certain  Circumstances.................44
</TABLE>

                                      iii

<PAGE>




The following is a comparison of provisions of Trust Indenture Act of 1939 with
Indenture dated as of August 28, 1999, between DELPHI AUTOMOTIVE SYSTEMS
CORPORATION and THE FIRST NATIONAL BANK OF CHICAGO as Trustee;

<TABLE>
<CAPTION>
                                                                    SECTION
                                                                  OF INDENTURE
                                                                  ------------
SECTION OF ACT
--------------
<S>                                                            <C>
310(a)(1), (2) and (5).......................................              7.09
310(a)(3) and (4)............................................    Not applicable
310(b).......................................................              7.08
310(c).......................................................    Not applicable
311(a) and (b)...............................................              7.13
311(c).......................................................    Not applicable
312(a).......................................................  5.01 and 5.02(a)
312(b) and (c)...............................................   5.02(b) and (c)
313(a) and (b)...............................................           5.04(a)
313(c).......................................................           5.04(a)
313(d).......................................................           5.04(b)
314(a).......................................................              5.03
314(b).......................................................    Not applicable
314(c)(1) and (2)............................................             14.04
314(c)(3)....................................................    Not applicable
314(d).......................................................    Not applicable
314(e).......................................................             14.04
315(a), (c) and (d)..........................................              7.01
315(b).......................................................              6.07
315(e).......................................................              6.08
316(a)(1)....................................................              6.06
316(a)(2)....................................................           Omitted
316(a) last sentence.........................................              8.04
316(b).......................................................              6.04
316(c).......................................................              9.02
317(a).......................................................              6.02
317(b).......................................................              4.03
318(a).......................................................             14.06
</TABLE>



This tie-sheet is not part of the Indenture as executed


                                       1
<PAGE>



         THIS INDENTURE, dated as of the 28th day of April, 1999 between DELPHI
AUTOMOTIVE SYSTEMS CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (hereinafter sometimes called the
"Corporation"), party of the first part, and THE FIRST NATIONAL BANK OF CHICAGO,
a banking association duly incorporated and existing under the laws of the
United States of America, as trustee hereunder (hereinafter sometimes called the
"Trustee," which term shall include any successor trustee appointed pursuant to
Article Seven).


                                   WITNESSETH:

         WHEREAS, the Corporation deems it necessary or appropriate to issue
from time to time for its lawful purposes securities (hereinafter called the
"Securities" or, in the singular, "Security") evidencing its unsecured
indebtedness and has duly authorized the execution and delivery of this
Indenture to provide for the issuance of the Securities in one or more series,
unlimited as to principal amount, to bear such rates of interest, to mature at
such time or times and to have such other provisions as shall be established as
hereinafter provided; and

         WHEREAS, the Corporation represents that all acts by it necessary to
constitute these presents a valid indenture and agreement according to its terms
have been done and performed, and the execution of this Indenture has in all
respects been duly authorized by the Corporation, and the Corporation, in the
exercise of legal rights and power in it vested, is executing this Indenture;

         NOW, THEREFORE: In order to declare the terms and conditions upon which
the Securities are authenticated, issued and received, and in consideration of
the premises, of the purchase and acceptance of the Securities by the Holders
thereof and of the sum of one dollar to it duly paid by the Trustee at the
execution of these presents, the receipt whereof is hereby acknowledged, the
Corporation covenants and agrees with the Trustee, for the equal and
proportionate benefit of the respective Holders from time to time of the
Securities, as follows:


                                  ARTICLE ONE.

                                  DEFINITIONS.

SECTION 1.01. DEFINITIONS. The terms defined in this Section (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section. All other terms used in this
Indenture which are defined in the Trust Indenture Act of 1939 or which are by
reference therein defined in the Securities Act of 1933, as amended, shall have
the meanings (except as herein otherwise expressly provided or unless the
context otherwise clearly requires) assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of this
Indenture as originally executed. The words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Indenture as a whole, including
the Exhibits to this instrument, and not to any particular article, Section or
other subdivision. Certain terms used wholly or principally within an Article of
this Indenture may be defined in that Article.

ADDITIONAL AMOUNTS:

         The term "Additional Amounts" shall mean any additional amounts which
are required by a Security or by or pursuant to a Board Resolution under
circumstances specified therein, to be paid by the Corporation in respect of
certain taxes, assessments or governmental charges imposed on certain Holders of
Securities and which are owing to such Holders of Securities.


AUTHORIZED NEWSPAPER:

         The term "Authorized Newspaper" shall mean a newspaper in an official
language of the country of publication of general circulation in the place in
connection with which the term is used. If it shall be impracticable

                                       2
<PAGE>


\in the opinion of the Trustee to make any publication of any notice required
hereby in an Authorized Newspaper, any publication or other notice in lieu
thereof which is made or given with the approval of the Trustee shall constitute
a sufficient publication of such notice.

BOARD OF DIRECTORS:

         The term "Board of Directors" shall mean the Board of Directors of the
Corporation or the Executive Committee or Finance Committee of the Corporation
or any committee established by the Board of Directors.

BOARD RESOLUTION:

         The term "Board Resolution" shall mean a resolution certified by the
Secretary or an Assistant Secretary of the Corporation 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:

         The term "Business Day" shall mean, with respect to any Security, a day
(other than a Saturday or Sunday) that in the city (or in any of the cities, of
more than one) in which amounts are payable as specified on the face of the form
of such Security, is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, regulation or executive order to
close.

CORPORATE TRUST OFFICE:

         The term "Corporate Trust Office" means the office of the Trustee in
Chicago, Illinois, at which at any particular time its corporate trust business
shall be principally administered, which office at the date hereof is located at
One First National Plaza, Suite 0126, Chicago, Illinois 60670-0126, except that,
with respect to presentation of Securities for payment or registration of
transfers and exchanges and the location of the Security Registrar, such term
means the office or agency of the Trustee located at 14 Wall Street, 8th Floor,
New York, New York 10005.

CORPORATION:

         The term "Corporation" shall mean the person named as the "Corporation"
in the first paragraph of this instrument until a successor corporation shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter "Corporation" shall mean such successor corporation.

CORPORATION ORDER:

         The term "Corporation Order" shall mean any request, order or
confirmation to the Trustee signed by a person designated pursuant to Section
2.03, which may be transmitted by telex, by telecopy or in writing.

COUPON:

         The term "Coupon" shall mean any interest coupon appertaining to a
Security.

COUPON SECURITY:

         The term "Coupon Security" shall mean any Security authenticated and
delivered with one or more Coupons appertaining thereto.

CURRENCY:

         The term "Currency" means dollars or foreign currency.


                                       3
<PAGE>



DEPOSITORY:

         The term "Depository" shall mean, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depository by the Corporation pursuant to
Section 2.01 until a successor Depository shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Depository" shall mean
or include each Person who is then a Depository hereunder, and if at any time
there is more than one such Person, "Depository" as used with respect to the
Securities of any such series shall mean the Depository with respect to the
Securities of that series.

EVENT OF DEFAULT:

         The term "Event of Default" shall mean any event specified as such in
Section 6.01.

GLOBAL SECURITY:

         The term "Global Security" shall mean a Registered Security or an
Unregistered Security evidencing all or part of a series of Securities issued to
the Depository for such series in accordance with Section 2.03.

HOLDER:

         The terms "Holder," "Holder of Securities," "Securityholder" or other
similar terms, shall mean (a) in the case of any Registered Security, the person
in whose name at the time such Security is registered on the registration books
kept for that purpose in accordance with the terms hereof, and (b) in the case
of any Unregistered Security, the bearer of such Security.

INDENTURE:

         The term "Indenture" shall mean this instrument as originally executed
or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof.

INTEREST PAYMENT DATE:

         The term "Interest Payment Date" when used with respect to any
Security, means the stated maturity of an installment of interest on such
Security.

ISSUE DATE:

         The term "Issue Date" shall mean, with respect to any Security, whether
evidenced by a Registered Security or an Unregistered Security, the date such
Security is authenticated pursuant to Section 2.03.

MATURITY DATE:

         The term "Maturity Date" when used with respect to any Security, shall
mean the stated maturity of the Security.

OFFICERS' CERTIFICATE:

         The term "Officers' Certificate" shall mean a certificate signed on
behalf of the Corporation (and without personal liability), and complying with
Section 14.04, by the Chairman of the Board of Directors or the President or any
Vice President or the Treasurer and by the Secretary or any Assistant Secretary
or, if the other signatory is other than the Treasurer, any Assistant Treasurer
of the Corporation.

                                       4

<PAGE>


OPINION OF COUNSEL:

         The term "Opinion of Counsel" shall mean an opinion in writing,
complying with ss. 14.04, signed by legal counsel who may be an employee of or
counsel to the Corporation or who may be other counsel acceptable to the
Trustee.

ORIGINAL ISSUE DISCOUNT SECURITIES:

         The term "Original Issue Discount Securities" shall mean any Securities
that are initially sold at a discount from the principal amount thereof and that
provide upon an Event of Default for declaration of an amount less than the
principal amount thereof to be due and payable upon acceleration thereof.

OUTSTANDING:

         The term "outstanding" when used with reference to Securities, shall,
subject to the provisions of Section 8.01, Section 8.04 and Section 8.06, mean,
as of any particular time, all Securities authenticated and delivered by the
Trustee under this Indenture, except

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

               (c) Securities, or portions thereof, for the payment or
redemption of which moneys in the necessary amount shall have been deposited in
trust with the Trustee or with any paying agent (other than the Corporation) or
shall have been set aside and segregated in trust by the Corporation (if the
Corporation shall act as its own Paying Agent), provided, that if such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided in Article Three, or provisions
satisfactory to the Trustee shall have been made for giving such notice; and

               (d) Securities in lieu of and in substitution for which other
Securities shall have been authenticated and delivered pursuant to the terms of
Article Two, unless proof satisfactory to the Trustee is presented that any such
Securities are held by bona fide Holders in due course.

PAYING AGENT:

         The term "Paying Agent" shall mean initially The First Bank of Chicago
and, subsequently, any other paying agent appointed by the Corporation from time
to time in respect of the Securities.

PERSON:

         The term "person" shall mean any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company trust
or other entity, unincorporated organization or government or any agency or
political subdivision thereof.

PLACE OF PAYMENT:

         The term "Place of Payment," when used with respect to the Securities
of any series, means the place or places where the principal of (and premium, if
any) and interest, if any, (and Additional Amounts, if any) on the Securities of
that series are payable.

REGISTERED SECURITY:

         The term "Registered Security" shall mean any Security registered on
the Security registration books of the Corporation.


                                       5
<PAGE>



REGULAR RECORD DATE:

         The term "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 Sections 2.01 and 2.04.

RESPONSIBLE OFFICER:

         The term "responsible officer" when used with respect to the Trustee
shall mean any officer assigned by the Trustee to administer its corporate trust
matters.

SECURITY REGISTER AND SECURITY REGISTRAR:

         The term "Security Register" and "Security Registrar" shall have the
respective meanings specified in Section 2.05.

SIGNIFICANT SUBSIDIARY:

         The term "Significant Subsidiary" shall mean any Subsidiary of the
Corporation that, at any time, has at least 5% of the consolidated revenues of
the Corporation and its Subsidiaries at such time as reflected in the most
recent annual audited consolidated financial Statements of the Corporation.

SUBSIDIARY:

         The term "Subsidiary" shall mean any corporation or other entity of
which at least a majority of the outstanding stock or other beneficial interests
having by the terms thereof ordinary voting power to elect a majority of the
board of directors or other governing body of such corporation or other entity
(irrespective of whether or not at the time stock or other beneficial interests
of another class or classes of such corporation or other entity shall have or
might have voting power by reason of the happening of any contingency) is at the
time owned by the Corporation, or by one or more Subsidiaries, or by the
Corporation and one or more Subsidiaries.

TRUST INDENTURE ACT OF 1939:

         The term "Trust Indenture Act of 1939" shall mean the Trust Indenture
Act of 1939, as amended.

UNITED STATES:

         The term "United States" shall mean the United States of America
(including the states thereof and the District of Columbia) and its possessions
(including the Commonwealth of Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands).

UNREGISTERED SECURITY:

         The term "Unregistered Security" shall mean any Security other than a
Registered Security.

U.S. DOLLAR:

         The term "U.S. Dollar" or "$" means a dollar or other equivalent unit
in such coin or currency of the United States of America as at the time shall be
legal tender for the payment of public and private debts.

SECTION 1.02. NOTICE TO SECURITYHOLDERS. Except as otherwise expressly provided
herein, where this Indenture provides for notice to Holders of Securities of any
event, such notice shall be sufficiently given if in writing and mailed, first
class, postage prepaid, to each Holder at such Holder's address as it appears in
the Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for such notice.


                                       6
<PAGE>



         Neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of a Security shall affect the sufficiency
of such notice with respect to other Holders of Securities.

         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.

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


                                  ARTICLE TWO.

                       ISSUE, EXECUTION, REGISTRATION AND
                             EXCHANGE OF SECURITIES.

         SECTION 2.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

         (1) the designation of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

         (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 2.05, 2.06, 2.07, 3.02 or 10.04);

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

         (4) the rate or rates, which may be fixed or variable, at which the
Securities of the series shall bear interest, if any, and if the rate or rates
are variable, the manner of calculation thereof, the date or dates from which
such interest shall accrue, the Interest Payment Dates on which such interest
shall be payable and, in the case of Registered Securities, the Regular Record
Date for the determination of Holders of such Securities to whom interest is
payable on any Interest Payment Date;

         (5) the place or places (in addition to such place or places specified
in this Indenture) where the principal of (and premium, if any), interest, if
any, and Additional Amounts, if any, on Securities of the series shall be
payable;

         (6) the right, if any, of the Corporation to redeem Securities of the
Series, in whole or in part, at its option and the period or periods within
which, the price or prices at which and the terms and conditions upon which
Securities of the series may be redeemed pursuant to any sinking fund or
otherwise;

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

         (8) if other than U.S. Dollars, the currency or currencies, including
Euros, in which the Securities of the series shall be denominated and in which
payments of principal of (premium, if any), interest, if any, and


                                       7

<PAGE>


Additional Amounts, if any, payable with respect to such Securities shall or may
be payable; the manner in which such currency or currencies will be determined;
and if the principal of (and premium, if any) interest, if any, and Additional
Amounts, if any, on the Securities of such series are to be payable, at the
election of the Corporation or a Holder thereof, in a currency or currencies,
other than that or those in which the Securities are stated to be payable, the
currency or currencies in which payment of the principal of (and premium, if
any), interest, if any, and Additional Amounts, if any, on Securities of such
series as to which such election is made shall be payable, and the periods
within which and the terms and conditions upon which such election is to be
made;

         (9) if the amount of principal of and interest on the Securities of the
series may be determined with reference to an index based on a currency or
currencies other than that in which the Securities of the series are
denominated, the manner in which such amounts shall be determined;

         (10) the denominations in which Securities of the series shall be
issuable, if other than U.S. $1,000 or integral multiples thereof, with respect
to Registered Securities, and denominations of U.S. $1,000 and U.S. $5,000 for
Unregistered Securities;

         (11) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof or which the Trustee shall
be entitled to claim pursuant to Section 6.02;

         (12) whether the Securities of the series will be issuable as
Registered Securities or Unregistered Securities (with or without Coupons), or
both, any restrictions applicable to the offer, sale or delivery of Unregistered
Securities and, if other than as provided for in Section 2.05, the terms upon
which Unregistered Securities of the series may be exchanged for Registered
Securities of such series and vice versa; and whether the Securities of the
series shall be issued in whole or in part in the form of one or more Global
Securities and, in such case, the Depository for such Global Security or
Securities and whether any Global Securities of the series are to be issuable
initially in temporary form and whether any Global Securities of the series are
to be issuable in definitive form with or without Coupons and, if so, whether
beneficial owners of interests in any such definitive Global Security may
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination, and the circumstances under which and the
place or places where any such exchanges may occur, if other than in the manner
provided in Section 2.05;

         (13) whether and under what circumstances the Corporation will pay
Additional Amounts on the Securities of the series in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the
Corporation will have the option to redeem such Securities rather than pay such
Additional Amounts;

         (14) the provisions, if any, for the defeasance of the Securities of
the series;

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

         (16) except as otherwise provided herein, any trustees, depositories,
authenticating or paying agents, transfer agents, registrars or any other agents
with respect to the Securities of such series;

         (17) The percentage of their principal amount at which the Securities
will be issued;

         (18) any securities exchanges on which the Securities will be listed;
and

         (19) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture);

         All Securities of any one series shall be substantially identical
except (i) as to denomination, (ii) that Securities of any series may be
issuable as either Registered Securities or Unregistered Securities and (iii) as
may otherwise be provided in or pursuant to such Board Resolution and set forth
in such Officers' Certificate or in any such indenture supplemental hereto.


                                       8
<PAGE>

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

         SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication shall be in the following form:

                {FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION}

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

                                   The First National Bank of Chicago,
                                   as Trustee,


                                   By:_____________________________
                                   Authorized Signatory


         SECTION 2.03. FORM, EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF
SECURITIES. The Securities of each series and the Coupons, if any, to be
attached thereto, shall be in the forms approved from time to time by or
pursuant to a Board Resolution, or established in one or more indentures
supplemental hereto, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Corporation may deem appropriate and as
are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange on which the
Securities may be listed, or to conform to usage.

         Each Security and Coupon shall be executed on behalf of the Corporation
by its Chairman of the Board of Directors or the President or any Vice President
or its Treasurer and the Secretary or any Assistant Secretary, or, if the other
signatory is other than the Treasurer, any assistant Treasurer, under its
Corporate seal. Such signatures may be the manual or facsimile signatures of the
present or any future such officers. The seal of the Corporation may be in the
form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Securities.

         Each Security and Coupon bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Corporation shall
bind the Corporation, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Security, or the Security to which such Coupon appertains. At any time and from
time to time after the execution and delivery of this Indenture, the Corporation
may deliver Securities of any series executed by the Corporation and, in the
case of Coupon Securities, having attached thereto appropriate Coupons, to the
Trustee for authentication, together with a Corporation Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with such Corporation Order shall authenticate and deliver such Securities. If
the form or terms of the Securities or Coupons of the series have been
established in or pursuant to one or more Board Resolutions as permitted by this
Section and Section 2.01, 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 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating:

               (a) if the form of such Securities or Coupons has been
established by or pursuant to Board Resolution as permitted by Section 2.01,
that such form has been established in conformity with the provisions of this
Indenture;

               (b) if the terms of such Securities have been established by or
pursuant to Board Resolution as Permitted by Section 2.01, that such terms have
seen established in conformity with the provisions of this Indenture; and

                                       9

<PAGE>

               (c) that each such Security and Coupon, when authenticated and
delivered by the Trustee and issued by the Corporation in the manner and subject
to any conditions specified in such Opinion of Counsel, will constitute valid
and legally binding obligations of the Corporation, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws of general applicability relating to
or affecting the enforcement of creditors' rights and to general equity
principles, whether applied in a proceeding at law or in equity. 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 the Indenture or otherwise in a manner that is not reasonably
acceptable to the Trustee.

         Every Registered Security shall be dated the date of its
authentication. Each Unregistered Security shall be dated as provided in or
pursuant to the Board Resolution or supplemental indenture referred to in
Section 2.01 or, if no such terms are specified, the date of its original
issuance.

         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 and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been duly authenticated and delivered hereunder but never issued and sold
by the Corporation, and the Corporation shall deliver such Security to the
Trustee for cancellation as provided in Section 2.08 together with a written
statement (which need not comply with Section 14.04 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued and
sold by the Corporation, 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.

         If the Corporation shall establish pursuant to Section 2.01 that the
Securities of a series are to be issued in whole or in part in the form of a
Global Security, then the Corporation shall execute and the Trustee shall in
accordance with this Section and the Corporation Order with respect to such
series authenticate and deliver the Global Security that (i) shall represent and
shall be denominated in an aggregate amount equal to the aggregate principal
amount of outstanding Securities of such series to be represented by the Global
Security, (ii) shall be registered, if in registered form, in the name of the
Depository for such Global Security or the nominee of such Depository, and (iii)
shall be delivered by the Trustee to such Depository or pursuant to such
Depository's instructions.

         Each Depository designated pursuant to Section 2.01 for a Global
Security in registered form must, at the time of its designation and at all
times while it serves as Depository, be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and any other applicable statute or
regulation.

         SECTION 2.04. DENOMINATIONS; RECORD DATE. The Securities shall be
issuable as Registered Securities or Unregistered Securities in such
denominations as may be specified as contemplated in Section 2.01. In the
absence of any such specification with respect to any series, such Securities
shall be issuable in the denomination contemplated by Section 2.01.

         The term "record date" as used with respect to an Interest Payment Date
(except a date for payment of defaulted interest) shall mean such day or days as
shall be specified in the terms of the Registered Securities of any particular
series as contemplated by Section 2.01; provided, however, that in the absence
of any such provisions with respect to any series, such term shall mean (1) the
last day of the calendar month next preceding such Interest Payment Date if such
Interest Payment Date is the fifteenth day of a calendar month; or (2) the
fifteenth day of a calendar month next preceding such Interest Payment Date if
such Interest Payment Date is the first day of the calendar month.



                                       10


<PAGE>
         The person in whose name any Registered Security is registered at the
close of business on the Regular Record Date with respect to an Interest Payment
Date shall be entitled to receive the interest payable and Additional Amounts,
if any, payable on such Interest Payment Date notwithstanding the cancellation
of such Registered Security upon any transfer or exchange thereof subsequent to
such Regular Record Date and prior to such Interest Payment Date; provided,
however, that if and to the extent the Corporation shall default in the payment
of the interest and Additional Amounts, if any, due on such Interest Payment
Date, such defaulted interest and Additional Amounts, if any, shall be paid to
the persons in whose names outstanding Registered Securities are registered on a
subsequent record date established by notice given by mail by or on behalf of
the Corporation to the Holders of Securities of the series in default not less
than fifteen days preceding such subsequent record date, such record date to be
not less than five days preceding the date of payment of such defaulted
interest.

         SECTION 2.05. EXCHANGE AND REGISTRATION OF TRANSFER OF SECURITIES.
Registered Securities of any series may be exchanged for a like aggregate
principal amount of Registered Securities of other authorized denominations of
such series. Registered Securities to be exchanged shall be surrendered at the
office or agency to be designated and maintained by the Corporation for such
purpose in the Borough of Manhattan, The City of New York, in accordance with
the provisions of Section 4.02, and the Corporation shall execute and register
and the Trustee shall authenticate and deliver in exchange therefor the
Registered Security or Registered Securities that the Holder making the exchange
shall be entitled to receive.

         If the Securities of any series are issued in both registered and
unregistered form, except as otherwise specified pursuant to section 2.01, at
the option of the Holder thereof, Unregistered Securities of any series may be
exchanged for Registered Securities of such series of any authorized
denominations and of a like aggregate principal amount, upon surrender of such
Unregistered Securities to be exchanged at the agency of the Corporation that
shall be maintained for such purpose in accordance with Section 4.02, with, in
the case of Unregistered Securities that are Coupon Securities, all unmatured
Coupons and all matured Coupons in default thereto appertaining. At the option
of the Holder thereof, if Unregistered Securities of any series are issued in
more than one authorized denomination, except as otherwise specified pursuant to
Section 2.01, such Unregistered Securities may be exchanged for Unregistered
Securities of such series of other authorized denominations and of a like
aggregate principal amount, upon surrender of such Unregistered Securities to be
exchanged at the agency of the Corporation that shall be maintained for such
purpose in accordance with Section 4.02 or as specified pursuant to Section
2.01, with, in the case of Unregistered Securities that are Coupon Securities,
all unmatured Coupons and all matured Coupons in default thereto appertaining.
Unless otherwise specified pursuant to Section 2.01, Registered Securities of
any series may not be exchanged for Unregistered Securities of such series.
Whenever any Securities are so surrendered for exchange the Corporation shall
execute, and the Trustee shall authenticate and deliver, the Securities that the
Holder making the exchange is entitled to receive.

         The Corporation or its designated agent (the "Security Registrar")
shall keep, at such office or agency, a Security Register (the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Corporation shall register Securities and shall register the transfer of
Registered Securities as provided in this Article Two. The Security Register
shall be in written form or in any other form capable of being converted into
written form within a reasonable time. At all reasonable times the Security
Register shall be open for inspection by the Trustee. Upon due presentment for
registration of transfer of any Registered Security of a particular series at
such office or agency, the Corporation shall execute and the Corporation or the
Security Registrar shall register and the Trustee shall authenticate and deliver
in the name of the transferee or transferees a new Registered Security or
Registered Securities of such series for an equal aggregate principal amount.

         Unregistered Securities (except for any temporary bearer Securities)
and Coupons shall be transferable by delivery.

         All Securities presented for registration of transfer or for exchange,
redemption or payment, as the case may be, shall (if so required by the
Corporation or the Trustee) be duly endorsed by, or be


                                       11


<PAGE>
accompanied by, a written instrument or instruments of transfer in form
satisfactory to the Corporation and the Trustee duly executed by the Holder or
his, her or its attorney duly authorized in writing.

         No service charge shall be made for any exchange or registration of
transfer of Registered Securities, but the Corporation may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith.

         The Corporation shall not be required to exchange or register a
transfer of (a) any Registered Securities of any series for a period of fifteen
days next preceding any selection of Registered Securities of such series to be
redeemed, or (b) any Security of any such series selected for redemption except
in the case of any such series to be redeemed in part, the portion thereof not
to be so redeemed.

         Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, neither the Corporation nor the Trustee (which shall
rely on an Officers' Certificate and an Opinion of Counsel) shall be required to
exchange any Unregistered Security for a Registered Security if such exchange
would result in adverse Federal income tax consequences to the Corporation
(including the inability of the Corporation to deduct from its income, as
computed for Federal income tax purposes, the interest payable on any
Securities) under then applicable United States Federal income tax laws.

         SECTION 2.06. TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, the Corporation may execute and on receipt
of a Corporation Order the Trustee shall authenticate and deliver temporary
Securities of such series (printed or lithographed). Temporary Securities of any
series shall be issuable in any authorized denominations, and in the form
approved from time to time by or pursuant to a Board Resolution but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Corporation. Every temporary
Security shall be executed by the Corporation and authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities. Without unnecessary delay the Corporation
shall execute and furnish definitive Securities of such series and thereupon any
or all temporary Registered Securities of such series may be surrendered in
exchange therefor without charge at the office or agency to be designated and
maintained by the Corporation for such purpose in the Borough of Manhattan, The
City of New York, in accordance with the provisions of Section 4.02 and in the
case of Unregistered Securities at any agency maintained by the Corporation for
such purpose as specified pursuant to Section 2.01, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities of the same series of
authorized denominations and in the case of such Securities that are Coupon
Securities, having attached thereto the appropriate Coupons. Until so exchanged
the temporary Securities of any series shall be entitled to the same benefits
under this Indenture as definitive Securities of such series. The provisions of
this Section 2.06 are subject to any restrictions or limitations on the issue
and delivery of temporary unregistered Securities of any series that may be
established pursuant to Section 2.01 (including any provision that Unregistered
Securities of such series initially be issued in the form of a single global
Unregistered Security to be delivered to a depositary or agency of the
Corporation located outside the United States and the procedures pursuant to
which definitive Unregistered Securities of such series would be issued in
exchange for such temporary global Unregistered Security).

         SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. In case
any temporary or definitive Security of any series or, in the case of a Coupon
Security, any Coupon appertaining thereto, shall become mutilated or be
destroyed, lost or stolen, the Corporation in the case of a mutilated Security
or Coupon shall, and in the case of a lost, stolen or destroyed Security or
Coupon may, in its discretion, execute, and upon receipt of a Corporation Order
the Trustee shall authenticate and deliver, a new Security of the same series as
the mutilated, destroyed, lost or stolen Security or, in the case of a Coupon
Security, a new Coupon Security of the same series as the mutilated, destroyed,
lost or stolen Coupon Security or, in the case of a Coupon, a new Coupon of the
same series as the Coupon Security to which such mutilated, destroyed, lost or
stolen Coupon appertains, bearing a number not contemporaneously outstanding, in
exchange and substitution for the mutilated Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen or in exchange for
the Coupon Security to which such mutilated, destroyed, lost or


                                       12

<PAGE>
stolen Coupon appertains, with all appurtenant Coupons not destroyed, lost or
stolen. In every case the applicant for a substituted Security or Coupon shall
furnish to the Corporation and to the Trustee such security or indemnity as may
be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Corporation
and to the Trustee evidence to their satisfaction of the destruction, loss or
theft of such Security or Coupon, as the case may be, and of the ownership
thereof. Upon the issuance of any substituted Security or Coupon, the
Corporation 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 connected therewith and in addition a further sum not exceeding ten
dollars for each Security so issued in substitution. In case any Security or
Coupon which has matured or is about to mature shall become mutilated or be
destroyed, lost or stolen, the Corporation may, instead of issuing a substituted
Security, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Security or Coupon) if the applicant for such
payment shall furnish the Corporation and the Trustee with such security or
indemnity as they may require to save them harmless and, in case of destruction,
loss or theft, evidence to the satisfaction of the Corporation and the Trustee
of the destruction, loss or theft of such Security or Coupon and of the
ownership thereof.

         Every substituted Security with, in the case of any such Security that
is a Coupon Security, its Coupons, issued pursuant to the provisions of this
Section by virtue of the fact that any Security or Coupon is destroyed, lost or
stolen shall, with respect to such Security or Coupon, constitute an additional
contractual obligation of the Corporation, whether or not the destroyed, lost or
stolen Security or Coupon shall be found at any time, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Securities, and the Coupons appertaining thereto, duly issued hereunder.

         All Securities and any Coupons appertaining thereto shall be held and
owned upon the express condition that the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities and Coupons appertaining thereto and shall, to the extent
permitted by law, preclude any and all other rights or remedies, notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without
their surrender.

         SECTION 2.08. CANCELLATION. All Securities surrendered for payment,
redemption, exchange or registration of transfer, and all Coupons surrendered
for payment as the case may be, shall, if surrendered to the Corporation or any
agent of the Corporation or of the Trustee, be delivered to the Trustee and
promptly cancelled by it or, if surrendered to the Trustee, be cancelled by it,
and no Securities or Coupons, shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall destroy cancelled Securities and Coupons and deliver a certificate of
destruction to the Corporation.

         SECTION 2.09. COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 2.01 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.

         SECTION 2.10. SECURITIES IN GLOBAL FORM. If Securities of a series are
issuable in global form, as specified as contemplated by Section 2.01, then,
notwithstanding clause (9) of Section 2.01 and the provisions of Section 2.04,
such Global Security shall represent such of the outstanding Securities of such
series as shall be specified therein and may provide that it shall represent the
aggregate amount of outstanding Securities from time to time endorsed thereon
and that the aggregate amount of outstanding Securities represented thereby may
from time to time be reduced to reflect exchanges. Any endorsement of a Security
in global form to reflect the amount, or any increase or decrease in the amount,
of outstanding Securities represented thereby shall be made by the Trustee in
such manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Corporation Order to be delivered to the Trustee
pursuant to Section 2.03 or Section 2.06. Subject to the provisions of Section
2.03 and, if applicable, Section 2.06, the Trustee shall deliver and redeliver
any Security in definitive global bearer form in the manner and upon written
instructions given by the Person or Persons specified therein




                                       13

<PAGE>
or in the applicable Corporation Order. If a Corporation Order pursuant to
Section 2.03 or 2.06 has been, or simultaneously is, delivered, any instructions
by the Corporation with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing but need not comply with Section
14.04 and need not be accompanied by an opinion of Counsel. The beneficial owner
of a Security represented by a definitive Global Security in bearer form may,
upon no less than 30 days written notice to the Trustee, given by the beneficial
owner through a Depository, exchange its interest in such definitive Global
Security for a definitive bearer Security or Securities, or a definitive
Registered Security or Securities, of any authorized denomination, subject to
the rules and regulations of such Depository and its members. No individual
definitive bearer Security will be delivered in or to the United States.

         The provisions of the last sentence of the third to the last paragraph
of Section 2.03 shall apply to any Security represented by a Security in global
form if such Security was never issued and sold by the Corporation and the
Corporation delivers to the Trustee the Security in global form together with
written instructions (which need not comply with Section 14.04 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby together with the written
statement contemplated by the last sentence of the third to the last paragraph
of Section 2.03.

         Unless otherwise specified as contemplated by Section 2.01, payment of
principal of, and any premium and any interest on, any Security in definitive
global form shall be made to the Person or Persons specified therein.


         SECTION 2.11. MEDIUM-TERM SECURITIES. Notwithstanding any contrary
provision herein, if all Securities of a series are not to be originally issued
at one time, it shall not be necessary to deliver the Corporation Order,
Officers' Certificate, supplemental indenture or Opinion of Counsel otherwise
required pursuant to Sections 2.01, 2.03, 2.06, and 14.04 at or prior to the
time of 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.

         An Officers' Certificate or supplemental indenture, delivered pursuant
to this Section 2.11 in the circumstances set forth in the preceding paragraph
may provide that Securities which are the subject thereof will be authenticated
and delivered by the Trustee on original issue from time to time upon the
written order of persons designated in such Officers' Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officers' Certificate or any applicable supplemental
indenture such terms and conditions of said Securities as are specified in such
Officers' Certificate or supplemental indenture, provided that the foregoing
procedure is acceptable to the Trustee.

         SECTION 2.12. CUSIP NUMBERS. The Corporation, in issuing the
Securities, may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Corporation will promptly notify the Trustee of any change in the "CUSIP"
numbers.


                                 ARTICLE THREE.

                            REDEMPTION OF SECURITIES.

         SECTION 3.01. REDEMPTION OF SECURITIES; APPLICABILITY OF ARTICLE.
Redemption of Securities of any series as permitted or required by the terms
thereof shall be made in accordance with such terms and this Article; provided,
however, that if any provision of any series of Securities shall conflict with
any provision of this Article, the provision of such series of Securities shall
govern.

         The notice date for a redemption of Securities shall mean the date on
which notice of such redemption is given in accordance with the provisions of
Section 3.02 hereof.




                                       14
<PAGE>
         SECTION 3.02. NOTICE OF REDEMPTION; SELECTION OF SECURITIES. The
election of the Corporation to redeem any Securities shall be evidenced by an
Officers' Certificate. In case the Corporation shall desire to exercise the
right to redeem all, or, as the case may be, any part, of a series of Securities
pursuant to the terms and provisions applicable to such series, it shall fix a
date for redemption and shall mail a notice of such redemption at least thirty
and not more than sixty days prior to the date fixed for redemption to the
Holders of the Securities of such series that are Registered Securities to be
redeemed as a whole or in part, at their last addresses as the same appear on
the Security Register. Such mailing shall be by prepaid first class mail. Any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder shall have received
such notice. In any case, failure to give notice by mail, or any defect in the
notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

         Notice of redemption to the Holders of Unregistered Securities to be
redeemed as a whole or in part, who have filed their names and addresses with
the Trustee as described in Section 313(c) of the Trust Indenture Act of 1939,
shall be given by mailing notice of such redemption, by first class mail,
postage prepaid, at least thirty days and not more than sixty days prior to the
date fixed for redemption, to such Holders at such addresses as were so
furnished to the Trustee (and, in the case of any such notice given by the
Corporation, the Trustee shall make such information available to the
Corporation for such purpose). Notice of redemption to any other Holder of an
Unregistered Security of such series shall be published in an Authorized
Newspaper in the Borough of Manhattan, The City of New York and in an Authorized
Newspaper in London (and, if required by Section 4.04, in an Authorized
Newspaper in Luxembourg), in each case, once in each of two successive calendar
weeks, the first publication to be not less than thirty nor more than sixty days
prior to the date fixed for redemption. Any notice that is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder shall have received such notice. In any case, failure to give
notice by mail, or any defect in the notice to the Holder of any Security of a
series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such
series.

         Each such notice of redemption shall specify the provisions of such
Securities under which such redemption is made, that the conditions precedent,
if any, to such redemption have occurred, shall describe the same and the date
fixed for redemption, the redemption price at which such Securities are to be
redeemed, the Place of Payment, that payment will be made upon presentation and
surrender of such Securities and, in the case of Coupon Securities, of all
Coupons appertaining thereto maturing after the date fixed for redemption, that
interest and Additional Amounts, if any, accrued to the date fixed for
redemption will be paid as specified in said notice, and that on and after said
date interest, if any, thereon or on the portions thereof to be redeemed will
cease to accrue. If fewer than all of the Securities of a series are to be
redeemed any notice of redemption published in an Authorized Newspaper shall
specify the numbers of the Securities to be redeemed and, if applicable, the
CUSIP Numbers thereof. In case any Security is to be redeemed in part only, the
notice of redemption shall state the portion of the principal amount thereof to
be redeemed and shall state that upon surrender of such Security, a new Security
or Securities in principal amount equal to the unredeemed portion thereof will
be issued of the same series.

         At least one Business Day prior to the redemption date specified in the
notice of redemption given for Unregistered Securities as provided in this
Section and on or prior to the redemption date specified in the notice of
redemption given for all Securities other than Unregistered Securities, the
Corporation will deposit in trust with the Trustee or with one or more Paying
Agents an amount of money sufficient to redeem on the redemption date all the
Securities or portions of Securities so called for redemption at the appropriate
redemption price, together with interest, if any, and Additional Amounts, if
any, accrued to the date fixed for redemption. The Corporation will give the
Trustee notice of each redemption at least forty-five days prior to the date
fixed for redemption (unless a shorter notice is acceptable to the Trustee) as
to the aggregate principal amount of Securities to be redeemed.


                                       15

<PAGE>
         If fewer than all of the Securities of a series are to be redeemed, the
Trustee shall select, pro rata or by lot or in such other manner as it shall
deem reasonable and fair, the numbers of the Securities to be redeemed in whole
or in part.

         SECTION 3.03. PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice of
redemption has been given as above provided, the Securities or portions of
Securities with respect to which such notice has been given shall become due and
payable on the date and at the Place of Payment stated in such notice at the
applicable redemption price, together with interest, if any, and Additional
Amounts, if any, accrued to the date fixed for redemption, and on and after said
date (unless the Corporation shall default in the payment of such Securities at
the redemption price, together with interest, if any, and Additional Amounts, if
any, accrued to said date) interest on the Securities or portions of Securities
so called for redemption shall cease to accrue. On presentation and surrender of
such Securities subject to redemption at said Place of Payment in said notice
specified, the said Securities or the specified portions thereof shall be paid
and redeemed by the Corporation at the applicable redemption price, together
with interest, if any, and Additional Amounts, if any, accrued thereon to the
date fixed for redemption. Interest, if any, and Additional Amounts, if any,
maturing on or prior to the date fixed for redemption shall continue to be
payable (but without interest thereon unless the Corporation shall default in
payment thereof) in the case of Coupon Securities to the bearers of the Coupons
for such interest upon surrender thereof, and in the case of Registered
Securities to the Holders thereof registered as such on the Security Register on
the relevant record date subject to the terms and provisions of Section 2.04. At
the option of the Corporation payment may be made by check to (or to the order
of) the Holders of the Securities or other persons entitled thereto against
presentation and surrender of such Securities.

         If any Coupon Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the date fixed for
redemption, the surrender of such missing Coupon or Coupons may be waived by the
Corporation and the Trustee, if there be furnished to each of them such security
or indemnity as they may require to save each of them harmless.

         Upon presentation of any Security redeemed in part only, the
Corporation shall execute, and the Trustee shall authenticate and deliver to the
Holder thereof, at the expense of the Corporation, a new Security or Securities,
of authorized denominations, in aggregate principal amount equal to the
unredeemed portion of the Security so presented of the same series.


                                 ARTICLE FOUR.

                    PARTICULAR COVENANTS OF THE CORPORATION.

         SECTION 4.01. PAYMENT OF PRINCIPAL, PREMIUM, INTEREST AND ADDITIONAL
AMOUNTS. The Corporation shall duly and punctually pay or cause to be paid the
principal of (and premium, if any), interest, if any, and Additional Amounts, if
any, on each of the Securities at the place, at the respective times and in the
manner provided in the terms of the Securities and in this Indenture. The
interest on Coupon Securities (together with any Additional Amounts) shall be
payable only upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally mature. The
interest, if any, on any temporary bearer securities (together with any
Additional Amounts) shall be paid, as to the installments of interest evidenced
by Coupons attached thereto, if any, only upon presentation and surrender
thereof, and, as to the other installments of interest, if any, only upon
presentation of such Securities for notation thereon of the payment of such
interest. The interest on Registered Securities (together with any Additional
Amounts) shall be payable only to the Holders thereof and at the option of the
Corporation may be paid by (i) mailing checks for such interest payable to or
upon the order of such Holders at their last addresses as they appear on the
Security Register for such Securities or (ii) in the case of Holders of U.S.
$10,000,000 or more in aggregate principal amount of such Registered Securities,
by wire transfer of immediately available funds, but only if the Trustee has
received wire transfer instructions in writing not less than 15 days prior to
the applicable Interest Payment Date.


                                       16

<PAGE>
         SECTION 4.02. OFFICES FOR NOTICES AND PAYMENTS, ETC. As long as any of
the Securities of a series remain outstanding, the Corporation shall designate
and maintain, in the Borough of Manhattan, The City of New York, an office or
agency where the Registered Securities of such series may be presented for
registration of transfer and for exchange as provided in this Indenture, an
office or agency where notices and demands to or upon the Corporation in respect
of the Securities of such series or of this Indenture may be served, and an
office or agency where the Securities of such series may be presented for
payment. The Corporation shall give to the Trustee notice of the location of
each such office or agency and of any change in the location thereof. In case
the Corporation shall fail to maintain any such office or agency in the Borough
of Manhattan, The City of New York, or shall fail to give such notice of the
location or of any change in the location thereof, presentations may be made and
notices and demands may be served at the corporate trust office of the Trustee
in the Borough of Manhattan, The City of New York, and the Corporation hereby
appoints the Trustee as its agent to receive all such presentations, notices and
demands.

         If Unregistered Securities of any series are outstanding, the
Corporation shall maintain or cause the Trustee to maintain one or more agencies
in a city or cities located outside the United States (including any city in
which such an agency is required to be maintained under the rules of any
securities exchange on which the Securities of such series are listed) where
such Unregistered Securities, and Coupons, if any, appertaining thereto may be
presented for payment. No payment on any Unregistered Security or Coupon will be
made upon presentation of such Unregistered Security or Coupon at an agency of
the Corporation within the United States nor will any payment be made by
transfer to an account in, or by mail to an address in, the United States,
except, at the option of the Corporation, if the Corporation shall have
determined that, pursuant to applicable United States laws and regulations then
in effect such payment can be made without adverse tax consequences to the
Corporation. Notwithstanding the foregoing, payments in U.S. Dollars with
respect to Unregistered Securities of any series and Coupons appertaining
thereto that are payable in U.S. Dollars may be made at an agency of the
Corporation maintained in the Borough of Manhattan, The City of New York if such
payment in U.S. Dollars at each agency maintained by the Corporation outside the
United States for payment on such Unregistered Securities is illegal or is
effectively precluded by exchange controls or other similar restrictions.

         The Corporation hereby initially designates The First National Bank of
Chicago, located at its Corporate Trust Office, as the Security Registrar and as
the office or agency of the Corporation in the Borough of Manhattan, The City of
New York, where the Securities may be presented for payment and, in the case of
Registered Securities, for registration of transfer and for exchange as in this
Indenture provided and where notices and demands to or upon the Corporation in
respect of the Securities of any series or of this Indenture may be served.

         SECTION 4.03. PROVISIONS AS TO PAYING AGENT. (a) Whenever the
Corporation shall appoint a paying agent other than the Trustee with respect to
the Securities of any series, it will cause such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section:

                  (1) that it will hold sums held by it as such agent for the
payment of the principal of (and premium, if any), interest, if any, or
Additional Amounts, if any, on the Securities of such series in trust for the
benefit of the Holders of the Securities of such series, or Coupons appertaining
thereto, as the case may be, entitled thereto and will notify the Trustee of the
receipt of sums to be so held,

                  (2) that it will give the Trustee notice of any failure by the
Corporation (or by any other obligor on the Securities of such series) to make a
payment of the principal of (or premium, if any), interest, if any, or
Additional Amounts, if any, on the Securities of such series when the same shall
be due and payable, and

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


                                       17

<PAGE>
         (b) If the Corporation shall act as its own paying agent, it will, on
or before each due date of the principal of (and premium, if any), interest, if
any, or Additional Amounts, if any, on the Securities of any series set aside,
segregate and hold in trust for the benefit of the Holders of the Securities of
such series entitled thereto a sum sufficient to pay such principal (and premium
if any), interest, if any, or Additional Amounts, if any, so becoming due. The
Corporation will promptly notify the Trustee of any failure to take such action.

         (c) Anything in this Section to the contrary notwithstanding, the
Corporation may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust for such series by it or any paying agent hereunder as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained.

         (d) Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 12.04 and 12.05.

         SECTION 4.04. LUXEMBOURG PUBLICATIONS. In the event of the publication
of any notice pursuant to Section 3.02, 6.07, 7.10, 7.11, 9.02, 10.02 or 12.05,
the party making such publication shall also, to the extent that notice is
required so to be given to Holders of Securities of a series by applicable
Luxembourg law or stock exchange regulation, make a similar publication the same
number of times in Luxembourg.

         SECTION 4.05. STATEMENT BY OFFICERS AS TO DEFAULT. The Corporation
shall deliver to the Trustee, on or before a date not more than four months
after the end of each fiscal year of the Corporation (which, on the date of
execution hereof, ends on December 31) ending after the date hereof, commencing
with the fiscal year ended in 1999, an Officers' Certificate, stating whether or
not to the best knowledge of the signers thereof the Corporation is in default
in the performance or observance of any of the terms, provisions and conditions
of this Indenture to be performed or observed by it and, if the Corporation
shall be in default, specifying all such defaults and the nature thereof of
which they may have knowledge.

         SECTION 4.06. LIMITATIONS ON LIENS. For the benefit of the Securities,
the Corporation shall not, nor shall it permit any Manufacturing Subsidiary to,
issue or assume any Debt secured by a Mortgage upon any Domestic Manufacturing
Property of the Corporation or of any Manufacturing Subsidiary or upon any
shares of stock or indebtedness of any Manufacturing Subsidiary (whether such
Domestic Manufacturing Property, shares of stock or indebtedness are now owned
or hereafter acquired) without in any such case effectively providing
concurrently with the issuance or assumption of any such Debt that the
Securities (together with, if the Corporation shall so determine, any other
indebtedness of the Corporation or such Manufacturing Subsidiary ranking equally
with the Securities and then existing or thereafter created) shall be secured
equally and ratably with such Debt, unless the aggregate amount of Debt issued
or assumed and so secured by Mortgages, together with (i) all other Debt of the
Corporation and its Manufacturing Subsidiaries which (if originally issued or
assumed at such time) would otherwise be subject to the foregoing restrictions,
but not including Debt permitted to be secured under clauses (i) through (v) of
the immediately following paragraph and not including Permitted Receivables
Financings, and (ii) all Attributable Debt of the Company and its Manufacturing
Subsidiaries in respect of sale and lease-back transactions, does not at the
time exceed 15% of Consolidated Net Tangible Assets as shown on the audited
consolidated financial statements for the most recently completed fiscal year.

         The above restrictions shall not apply to: (i) Mortgages on property,
shares of stock or indebtedness of any entity existing at the time (a) such
entity becomes a Manufacturing Subsidiary or (b) of a sale, lease or other
disposition of all or substantially all of the properties of the entity to the
Corporation or a Manufacturing Subsidiary; (ii) Mortgages on property existing
at the time of acquisition of such property by the Corporation or a
Manufacturing Subsidiary, or Mortgages to secure the payment of all or any part
of the purchase price of such property upon the acquisition of such property by
the Corporation or a Manufacturing Subsidiary or to secure any Debt incurred
prior to, at the time of, or within 180 days after, the later of the date of
acquisition of such property and the date such property is placed in service,
for the purpose of financing all or any part of the purchase price thereof, or
Mortgages to secure any Debt incurred for the purpose of financing the cost to
the Corporation or a Manufacturing Subsidiary of



                                       18

<PAGE>
improvements to such acquired property; (iii) Mortgages securing Debt of a
Manufacturing Subsidiary owing to the Corporation or to another Subsidiary; (iv)
Mortgages on property of the Corporation or a Manufacturing Subsidiary in favor
of the United States of America or any State thereof, or any department, agency
or instrumentality or political subdivision of the United States of America or
any State thereof, or in favor of any other country, or any political
subdivision thereof, in connection with financing arrangements between the
Corporation or a Manufacturing Subsidiary and any of the foregoing governmental
bodies or agencies, to the extent that Mortgages are required by the
governmental programs under which those financing arrangements are made, to
secure partial, progress, advance or other payments pursuant to any contract or
statute or to secure any indebtedness incurred for the purpose of financing all
or any part of the purchase price or the cost of construction of the property
subject to such Mortgages or (v) any extension, renewal or replacement (or
successive extensions, renewals or replacements) in whole or in part, of any
Mortgage referred to in the foregoing clauses (i) to (v), inclusively; provided,
however, that the principal amount of Debt secured thereby shall not exceed the
principal amount of Debt so secured at the time of such extension, renewal or
replacement and that such extension, renewal or replacement shall be limited to
all or a part of the property that secured the Mortgage so extended, renewed or
replaced (plus improvements on such property).

         SECTION 4.07. LIMITATION ON SALE AND LEASE-BACK. For the benefit of the
Holders of the Securities, the Corporation shall not, nor shall it permit any
Manufacturing Subsidiary to, enter into any arrangement with any person
providing for the leasing by the Corporation or any Manufacturing Subsidiary of
any Domestic Manufacturing Property owned by the Corporation or by any
Manufacturing Subsidiary on the date that the Securities are originally issued
(except for temporary leases for a term of not more than five years and except
for leases between the Corporation and a Manufacturing Subsidiary or between
Manufacturing Subsidiaries), which property has been or is to be sold or
transferred by the Corporation or such Manufacturing Subsidiary to such person,
unless either (i) the Corporation or such Manufacturing Subsidiary would be
entitled, pursuant to the provisions of the covenant on limitation on liens
described in Section 4.06, to issue, assume, extend, renew or replace Debt
secured by a Mortgage upon such Domestic Manufacturing Property equal in amount
to the Attributable Debt in respect of such arrangement without equally and
ratably securing the Securities; provided, however, that from and after the date
on which such arrangement becomes effective the Attributable Debt in respect of
such arrangement shall be deemed for all purposes under the covenant on
limitation on liens described in Section 4.06 and this covenant on limitation on
sale and lease-back to be Debt subject to the provisions of such covenant on
limitation on liens (which provisions include the exceptions set forth in
clauses (i) through (v) of such covenant), or (ii) the Corporation shall apply
an amount in cash equal to the Attributable Debt in respect of such arrangement
to the retirement (other than any mandatory retirement or by way of payment at
maturity), within 180 days of the effective date of any such arrangement, of
Debt of the Corporation or any Manufacturing Subsidiary (other than Debt owned
by the Corporation or any Manufacturing Subsidiary) which by its terms matures
at, or is extendible or renewable at the option of the obligor to, a date more
than twelve months after the date of the creation of such Debt.

         SECTION 4.08. DEFINITIONS APPLICABLE TO SECTIONS 4.06 AND 4.07. The
following definitions shall be applicable to the covenants contained in Sections
4.06 and 4.07 hereof:

         (a)  "Attributable Debt" means, at the time of determination as to any
              lease, the present value (discounted at the actual rate, if
              stated, or, if no rate is stated, the implicit rate of interest of
              such lease transaction as determined by the Chairman, President,
              any Vice Chairman, any Vice President, the Treasurer or any
              Assistant Treasurer of the Corporation), calculated using the
              interval of scheduled rental payments under such lease, of the
              obligation of the lessee for net rental payments during the
              remaining term of such lease (excluding any subsequent renewal or
              other extension options held by the lessee). The term "net rental
              payments" means, with respect to any lease for any period, the sum
              of the rental and other payments required to be paid in such
              period by the lessee thereunder, but not including any amounts
              required to be paid by such lessee (whether or not designated as
              rental or additional rental) on account of maintenance and
              repairs, insurance, taxes, assessments, water rates, indemnities
              or any amounts required to be paid by such lessee thereunder

                                       19
<PAGE>
              or similar charges required to be paid by such lessee thereunder
              or any amounts required to be paid by such lessee thereunder
              contingent upon the amount of sales, earnings or profits or of
              maintenance and repairs, insurance, taxes, assessments, water
              rates, indemnities or similar charges; provided, however, that, in
              the case of any lease which is terminable by the lessee upon the
              payment of a penalty in an amount which is less than the total
              discounted net rental payments required to be paid from the later
              of the first date upon which such lease may be so terminated and
              the date of the determination of net rental payments, "net rental
              payments" shall include the then current amount of such penalty
              from the later of such two dates, and shall exclude the rental
              payments relating to the remaining period of the lease commencing
              with the later of such two dates.

         (b)  "Consolidated Net Tangible Assets" means, as calculated in
              accordance with GAAP, at any date, all amounts that would be set
              forth opposite the caption "total assets" (or any like caption) on
              a consolidated balance sheet of the Company and its consolidated
              Subsidiaries less (i) all current liabilities and (ii) goodwill,
              trade names, patents, unamortized debt discount, organization
              expenses and other like intangibles of the Corporation and its
              consolidated Subsidiaries.

         (c)  "Debt" means notes, bonds, debentures or other similar evidences
              of indebtedness for money borrowed.

         (d)  "Domestic Manufacturing Property" means any manufacturing plant or
              facility owned by the Corporation or any Manufacturing Subsidiary
              which is located within the continental United States of America
              and, in the opinion of the Board of Directors, is of material
              importance to the total business conducted by the Corporation and
              its consolidated affiliates as an entity.

         (e)  "GAAP" means generally accepted accounting principles in the
              United States of America as in effect from time to time set forth
              in the opinions and pronouncements of the Accounting Principles
              Board and the American Institute of Certified Public Accountants
              and the statements and pronouncements of the Financial Accounting
              Standards Board, or in such other statements by an successor
              entity as may be in general use by significant segments of the
              accounting professions, which are applicable to the circumstances
              as of the date of determination.

         (f)  "Manufacturing Subsidiary" means any Subsidiary (A) substantially
              all the property of which is located within the continental United
              States of America, (B) that owns a Domestic Manufacturing Property
              and (C) in which the Corporation's investment, direct or indirect
              and whether in the form of equity, debt, advances or otherwise, is
              in excess of U.S. $1 billion as shown on the books of the
              Corporation as of the end of the fiscal year immediately preceding
              the date of determination; provided, however, that "Manufacturing
              Subsidiary" shall not include any Subsidiary that is principally
              engaged in leasing or in financing installment receivables or
              otherwise providing financial or insurance services to the
              Corporation or others or that is principally engaged in financing
              the Corporation's operations outside the continental United States
              of America.

         (g)  "Mortgage" means any mortgage, pledge, lien, security interest,
              conditional sale or other title retention agreement or other
              similar encumbrance.

         (h)  "Non-Recourse Debt" means all Debt which, in accordance with GAAP,
              is not required to be recognized on a consolidated balance sheet
              of the Corporation as a liability.

         (i)  "Permitted Receivables Financings" means, at any date of
              determination, the aggregate amount of any Non-Recourse Debt
              outstanding on such date relating to securitizations or other
              similar off-balance sheet financings of accounts receivable of the
              Corporation or any of its Subsidiaries.

                                       20

<PAGE>
                                 ARTICLE FIVE.

                     SECURITYHOLDER LISTS AND REPORTS BY THE
                          CORPORATION AND THE TRUSTEE.

         SECTION 5.01. SECURITYHOLDER LISTS. The Corporation covenants and
agrees that it will furnish or cause to be furnished to the Trustee with respect
to the Securities of each series:

         (a) semiannually, not later than each Interest Payment Date (in the
case of any series having semiannual Interest Payment Dates) or not later than
the dates determined pursuant to Section 2.01 (in the case of any series not
having semiannual Interest Payment Dates) a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities
of such series as of the Regular Record Date (or as of such other date as may be
determined pursuant to Section 2.01 for such series) therefor, and

         (b) at such other times as the Trustee may request in writing within
thirty days after receipt by the Corporation of any such request, a list in such
form as the Trustee may reasonably require of the names and addresses of the
Holders of Securities of a particular series specified by the Trustee as of a
date not more than fifteen days prior to the time such information is furnished;
provided, however, that if and so long as the Trustee shall be the Security
Registrar any such list shall exclude names and addresses received by the
Trustee in its capacity as Security Registrar, and if and so long as all of the
Securities of any series are Registered Securities, such list shall not be
required to be furnished.

         SECTION 5.02. PRESERVATION AND DISCLOSURE OF LISTS. (a) The Trustee
shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the Holders of each series of
Securities (i) contained in the most recent list furnished to it as provided in
Section 5.01, (ii) received by the Trustee in its capacity as Security Registrar
or Paying Agent, or (iii) filed with it within the preceding two years pursuant
to Section 313(c) of the Trust Indenture Act of 1939. The Trustee may destroy
any list furnished to it as provided in Section 5.01 upon receipt of a new list
so furnished.

         (b) In case three or more Holders of Securities (hereinafter referred
to as "applicants") apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Security of such series
for a period of at least six months preceding the date of such application, and
such application states that the applicants desire to communicate with other
Holders of Securities of a particular series (in which case the applicants must
hold Securities of such series) or with Holders of all Securities with respect
to their rights under this Indenture or under such Securities and it is
accompanied by a copy of the form of proxy or other communication that such
applicants propose to transmit, then the Trustee shall, within five business
days after the receipt of such application, at its election, either:

                  (1) afford to such applicants access to the information
preserved at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section, or

                  (2) inform such applicants as to the approximate number of
Holders of Securities of such series or all Securities, as the case may be,
whose names and addresses appear in the information preserved at the time by the
Trustee, in accordance with the provisions of subsection (a) of this Section,
and as to the approximate cost of mailing to such Securityholders the form of
proxy or other communication, if any, specified in such application.

         If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of such series or all Securities, as the case
may be, whose name and address appear in the information preserved at the time
by the Trustee in accordance with the provisions of subsection (a) of this
Section, a copy of the form of proxy or other communication that is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Securities and Exchange
Commission, together with a copy of the material to be mailed, a written

                                       21

<PAGE>
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the Holders of Securities of such series or
all Securities, as the case may be, or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If said
Commission, after opportunity for appearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, said Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met, and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the renewal
of such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.

         (c) Each and every Holder of Securities, by receiving and holding the
same, agrees with the Corporation and the Trustee that neither the Corporation
nor the Trustee nor any agent of the Corporation or of the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Securities in accordance with the provisions of
subsection (b) of this Section, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under said subsection
(b).

         SECTION 5.03. REPORTS BY THE CORPORATION. The Corporation covenants:

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

         (b) to file with the Trustee and the Securities and Exchange
Commission, in accordance with the rules and regulations prescribed from time to
time by said Commission, such additional information, documents, and reports
with respect to compliance by the Corporation with the conditions and covenants
provided for in this Indenture as may be required from time to time by such
rules and regulations;

         (c) to transmit by mail to all the Holders of Securities of each
series, as the names and addresses of such Holders appear on the Security
Register, within thirty days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the
Corporation with respect to each such series pursuant to subsections (a) and (b)
of this Section as may be required by rules and regulations prescribed from time
to time by the Securities and Exchange Commission; and

         (d) If Unregistered Securities of any series are outstanding, to file
with the listing agent of the Corporation with respect to such series such
documents and reports of the Corporation as may be required from time to time by
the rules and regulations of any stock exchange on which such Unregistered
Securities are listed.

         SECTION 5.04. REPORTS BY THE TRUSTEE. (a) On or before May 15, 1999 and
on or before May 15 of each year thereafter, so long as any Securities of any
series are outstanding hereunder, the Trustee shall transmit to the Holders of
Securities of such series, in the manner provided by Section 313(c) of the Trust
Indenture Act of 1939, a brief report dated as of the preceding February 15, as
may be required by Sections 313(a) and (b) of the Trust Indenture Act of 1939.

         (b) A copy of each such report shall, at the time of such transmission
to Holders of Securities of a particular series, be filed by the Trustee with
each stock exchange upon which the Securities of such series


                                       22

<PAGE>
are listed and also with the Securities and Exchange Commission. The Corporation
agrees to notify the Trustee when and as the Securities of any series become
listed on any stock exchange.

                                  ARTICLE SIX.

                              REMEDIES ON DEFAULT.

         SECTION 6.01. EVENTS OF DEFAULT. In case one or more of the following
Events of Default with respect to a particular series of Securities shall have
occurred and be continuing, that is to say:

         (a) default in the payment of the principal of (or premium, if any, on)
any of the Securities of such series as and when the same shall become due and
payable either at maturity, upon redemption, by declaration or otherwise; or

         (b) default in the payment of any installment of interest, if any, or
in the payment of any Additional Amounts upon any of the Securities of such
series as and when the same shall become due and payable, and continuance of
such default for a period of thirty days after written notice from the Trustee;
or

         (c) failure on the part of the Corporation duly to observe or perform
any other of the covenants or agreements on the part of the Corporation
applicable to such series of the Securities or contained in this Indenture for a
period of ninety days after the date on which written notice of such failure,
requiring the Corporation to remedy the same, shall have been given to the
Corporation by the Trustee, or to the Corporation and the Trustee by the Holders
of at least twenty-five percent in aggregate principal amount of the Securities
of such series at the time outstanding; or

         (d) default by the Corporation or any Significant Subsidiary in any
payment of $25,000,000 or more of principal of or interest on any Debt or in the
payment of $25,000,000 or more on account of any guarantee in respect of Debt,
beyond any period of grace that may be provided in the instrument or agreement
under which such Debt or guarantee was created.

         (e) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Corporation in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appoint a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Corporation or for any substantial
part of its property, or ordering the winding-up or liquidation of its affairs,
and such decree or order shall remain unstayed, undismissed and unbonded and in
effect for a period of ninety days; or

         (f) the Corporation shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or shall consent to the entry of an order for relief in an involuntary
case under any such law, or shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or similar official) of the Corporation or for a substantial part of its
property, or shall make any general assignment for the benefit of creditors;

then if an Event of Default described in clause (a), (b), (c) or (d) shall have
occurred and be continuing, and in each and every such case, unless the
principal amount of all the Securities of such series shall have already become
due and payable, either the Trustee or the Holders of not less than twenty-five
percent in aggregate principal amount of the Securities of all series affected
thereby then outstanding hereunder, by notice in writing to the Corporation (and
to the Trustee if given by Holders of such Securities) may declare the principal
amount of all the Securities (or, with respect to Original Issue Discount
Securities, such lesser amount as may be specified in the terms of such
Securities) of the series affected thereby to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately due
and payable, any provision of this Indenture or the Securities of such series to
the contrary notwithstanding, or, if an Event of Default described in clause (e)
or (f) shall have occurred and be continuing, and in each and every such case,
either the Trustee or the Holders of not less than twenty-five percent in
aggregate principal amount of all the Securities then outstanding hereunder
(voting as one class), by notice in writing to the Corporation (and to the
Trustee if given by Holders of securities), may declare the principal of all the
Securities not already due and payable (or, with respect to Original Issue
Discount Securities, such lesser amount as may be specified in the terms of such
Securities) to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable, any provision in
this Indenture or in the Securities to the contrary notwithstanding. The
foregoing provisions, however, are subject to the conditions that if, at any
time



                                       23

<PAGE>

after the principal of the Securities of any one or more or all series, as the
case may be, shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Corporation shall pay or shall deposit with
the Trustee a sum sufficient to pay all matured installments of interest, if
any, and all Additional Amounts, if any, due upon all the Securities of such
series or of all the Securities, as the case may be, and the principal of (and
premium, if any, on) all Securities of such series or of all the Securities, as
the case may be (or, with respect to Original Issue Discount Securities, such
lesser amount as may be specified in the terms of such Securities), which shall
have become due otherwise than by acceleration (with interest, if any, upon such
principal and premium, if any, and, to the extent that payment of such interest
is enforceable under applicable law, on overdue installments of interest and
Additional Amounts, if any, at the same rate as the rate of interest specified
in the Securities of such series, as the case may be (or, with respect to
Original Issue Discount Securities, at the rate specified in the terms of such
Securities for interest on overdue principal thereof upon maturity, redemption
or acceleration of such series, as the case may be), to the date of such payment
or deposit), and such amount as shall be payable to the Trustee pursuant to
Section 7.06, and any and all defaults under the Indenture shall have been
remedied, then and in every such case the Holders of a majority in aggregate
principal amount of the Securities of such series (or of all the Securities, as
the case may be) then outstanding, by written notice to the Corporation and to
the Trustee, may waive all defaults with respect to that series or with respect
to all Securities, as the case may be, and rescind and annul such declaration
and its consequences; but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any right
consequent thereon. If the principal of all Securities shall have been declared
to be payable pursuant to this Section 6.01, in determining whether the Holders
of a majority in aggregate principal amount thereof have waived all defaults and
rescinded and annulled such declaration, all series of Securities shall be
treated as a single class and the principal amount of Original Issue Discount
Securities shall be deemed to be the amount declared payable under the terms
applicable to such Original Issue Discount Securities.

         In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission and annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Corporation, Trustee and the Holders of Securities, as the case may be, shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Corporation, the Trustee and the Holders of
Securities, as the case may be, shall continue as though no such proceedings had
been taken.

         SECTION 6.02. PAYMENT OF SECURITIES ON DEFAULT; SUIT THEREFOR. The
Corporation covenants that (1) in case default shall be made in the payment of
any installment of interest, if any, on any of the Securities of any series or
any Additional Amounts payable in respect of any of the Securities of any
series, as and when the same shall become due and payable, and such default
shall have continued for a period of thirty days or (2) in case default shall be
made in the payment of the principal of (or premium, if any, on) any of the
Securities of any series, as and when the same shall have become due and
payable, whether upon maturity of such series or upon redemption or upon
declaration or otherwise, then upon demand of the Trustee, the Corporation shall
pay to the Trustee, for the benefit of the Holders of the Securities of such
series, and the Coupons, if any, appertaining to such Securities, the whole
amount that then shall have become due and payable on all such Securities of
such series and such Coupons, for principal (and premium, if any) or interest,
if any, or Additional Amounts, if any as the case may be, with interest upon the
overdue principal (and premium, if any) and (to the extent that payment of such
interest is enforceable under applicable law) upon overdue installments of
interest, if any, and Additional Amounts, if any, at the same rate as the rate
of interest specified in the Securities of such series (or, with respect to
Original Issue Discount Securities, at the rate specified in the terms of such
Securities for


                                       24


<PAGE>
interest on overdue principal thereof upon maturity, redemption or
acceleration); and, in addition thereto, such further amounts as shall be
payable pursuant to Section 7.06.

         In case the Corporation shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law or
in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceedings to judgment or final decree, and may enforce any
such judgment or final decree against the Corporation or other obligor upon such
Securities and collect in the manner provided by law out of the property of the
Corporation or other obligor upon such Securities wherever situated the moneys
adjudged or decreed to be payable.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Corporation or any other obligor upon Securities of
any series under Title 11 of the United States Code or any other applicable law,
or in case a receiver or trustee shall have been appointed for the property of
the Corporation or such other obligor, or in case of any other judicial
proceedings relative to the Corporation or such other obligor, or to the
creditors or property of the Corporation or such other obligor, the Trustee,
irrespective of whether the principal of the Securities of such series shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal (or, with respect to Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of that
series), and premium, if any, interest, if any, and Additional Amounts, if any,
owing and unpaid in respect of the Securities of such series, and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee under Section 7.06 and of the Holders of the Securities
and Coupons of such series allowed in any such judicial proceedings relative to
the Corporation or other obligor upon the Securities of such series, or to the
creditors or property of the Corporation or such other obligor, and to collect
and receive any moneys or other property payable or deliverable on any such
claims, and to distribute all amounts received with respect to the claims of the
Securityholders of such series and of the Trustee on their behalf; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Holders of the Securities and Coupons of such series
to make payments to the Trustee and, in the event that the Trustee shall consent
to the making of payments directly to the Securityholders of such series, to pay
to the Trustee such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other
reasonable expenses and liabilities incurred, and all advances made, by the
Trustee except as a result of its negligence or bad faith.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the 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.

         All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities or Coupons appertaining to such Securities,
or the production thereof in any trial or other proceedings relative thereto,
and any such action or proceedings instituted by the Trustee shall be brought in
its own name and as trustee of an express trust, and any recovery of judgment
shall be for the ratable benefit of the Holders of the Securities or Coupons
appertaining thereto.

         In case of a default hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.


                                       25
<PAGE>
         SECTION 6.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys
collected by the Trustee pursuant to Section 6.02 shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys on account of principal (or premium, if any) or
interest, if any, upon presentation of the several Securities and Coupons in
respect of which moneys have been collected, and stamping thereon the payment,
if only partially paid, and upon surrender thereof, if fully paid:

         FIRST: To the payment of the amounts payable to the Trustee pursuant to
Section 7.06;

         SECOND: In case the principal of the Securities in respect of which
moneys have been collected shall not have become due, to the payment of
interest, if any, and Additional Amounts, if any, on the Securities of such
series in the order of the 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 and Additional Amounts, if any, at the
same rate as the rate of interest, if any, specified in the Securities of such
series (or, with respect to Original Issue Discount Securities, at the rate
specified in the terms of such Securities for interest on overdue principal
thereof upon maturity, redemption or acceleration), such payments to be made
ratably to the persons entitled thereto, without discrimination or preference;
and

         THIRD: In case the principal of the Securities in respect of which
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 (and premium, if any), interest, if any, and
Additional Amounts, if any, and (to the extent that such interest has been
collected by the Trustee) upon overdue installments of interest, if any, and
Additional Amounts, if any, at the same rate as the rate of interest specified
in the Securities of such series (or, with respect to Original Issue Discount
Securities, at the rate specified in the terms of such Securities for interest
on overdue principal thereof upon maturity, redemption or acceleration); 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 (and premium, if any), interest, if any, and Additional Amounts, if
any, without preference or priority of principal (and premium, if any), over
interest, if any, and Additional Amounts, if any, or of interest, if any, and
Additional Amounts, if any, over principal (and premium, if any), or of any
installment of interest, if any, or Additional Amounts, if any, over any other
installment of interest, if any, or Additional Amounts, if any, or of any
Security of such series over any other Security of such series, ratably to the
aggregate of such principal (and premium, if any), and accrued and unpaid
interest, if any, and Additional Amounts, if any.

         SECTION 6.04. PROCEEDINGS BY SECURITYHOLDERS. No Holder of any Security
of any series or of any Coupon appertaining thereto shall have any right by
virtue or by availing of any provision of this Indenture to institute any action
or proceedings at law or in equity or in bankruptcy or otherwise, upon or under
or with respect to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of not less than
twenty-five percent in aggregate principal amount of the Securities of such
series then outstanding or, in the case of any Event of Default described in
clause (d) or (e) of Section 6.01, twenty-five per cent in aggregate principal
amount of all the Securities at the time outstanding (voting as one class) shall
have made written request upon the Trustee to institute such action or
proceedings in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for sixty
days after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceedings and no direction inconsistent
with such written request shall have been given to the Trustee pursuant to
Section 6.06; it being understood and intended and being expressly covenanted by
the taker and Holder of every Security with every other taker and Holder and the
Trustee, that no one or more Holders of Securities or Coupons appertaining to
such Securities shall have any right in any manner whatever by virtue of or by
availing himself, herself or itself of any provision of this Indenture to
affect, disturb or prejudice the rights of any other Holder of Securities or
Coupons appertaining to such Securities, or to obtain or seek to obtain priority
over or preference to any other such Holder or to enforce


                                       26

<PAGE>
any right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Securities and Coupons. For
the protection and enforcement of the revisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

         Notwithstanding any other provisions in this Indenture, however, the
right of any Holder of any Security to receive payment of the principal of (and
premium, if any) and interest, if any, and Additional Amounts, if any, on such
Security or Coupon, on or after the respective due dates expressed in such
Security or Coupon, or to institute suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected without the
consent of such Holder. With respect to original Issue Discount Securities,
principal shall mean such amount as shall be due and payable as may be specified
in the terms of such Securities.

         SECTION 6.05. REMEDIES CUMULATIVE AND CONTINUING. All powers and
remedies given by this Article Six to the Trustee or to the Holders of
Securities or Coupons shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the Holders of Securities or Coupons, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or omission
of the Trustee or of any Holder of any of the Securities or Coupons to exercise
any right or power accruing upon any default occurring and continuing as
aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 6.04, every power and remedy given by this Article Six or
by law to the Trustee or to the Holders of Securities or Coupons may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Holders of Securities or Coupons, as the case may be.

         SECTION 6.06. DIRECTION OF PROCEEDINGS. The Holders of a majority in
aggregate principal amount of the Securities of any or all series affected
(voting as one class) at the time outstanding 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;
provided, however, that (i) such direction shall not be in conflict with any
rule of law or with this Indenture, (ii) the Trustee may take any other action
deemed proper by the Trustee that is not inconsistent with such direction and
(iii) the Trustee shall have the right to decline to follow any such direction
if the Trustee, being advised by counsel, determines that the action or
proceedings so directed would be prejudicial to the Holders not joining in such
direction or may not lawfully be taken or if the Trustee in good faith by its
board of directors or executive committee or a trust committee of directors or
trustees and/or responsible officers shall determine that the action or
proceedings so directed would involve the Trustee in personal liability.

         Prior to any declaration accelerating the maturity of the Securities of
any series, the holders of a majority in aggregate principal amount of the
Securities of such series at the time outstanding may on behalf of the Holders
of all of the Securities of such series waive any past default or Event of
Default hereunder and its consequences, except a default in the payment of
principal of (premium, if any) or interest, if any, or Additional Amounts, if
any, on any Securities of such series or in respect of a covenant or provision
hereof that may not be modified or amended without the consent of the Holders of
each outstanding Security of such series affected. Upon any such waiver the
Corporation, the Trustee and the Holders of the Securities of such series shall
be restored to their former positions and rights hereunder, respectively, but no
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon. Whenever any default or Event of Default
hereunder shall have been waived as permitted by this Section 6.06, said default
or Event of Default shall for all purposes of the Securities of such series and
this Indenture be deemed to have been cured and to be not continuing.

         SECTION 6.07. NOTICE OF DEFAULTS. The Trustee shall, within ninety days
after the occurrence of a default with respect to the Securities of any series,
give notice of all defaults with respect to that series known to the Trustee (i)
if any Unregistered Securities of that series are then outstanding, to the
Holders thereof, by publication at least once in an Authorized Newspaper in the
Borough Manhattan, The City of New York and at least once in an Authorized
Newspaper in London (and, if required by Section 4.04, at least once in an
Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of that
series are then outstanding, to all Holders thereof who have filed their names
and addresses with the Trustee as described in Section 313(c) of the Trust
Indenture Act of 1939, by mailing such notice to such Holders at such addresses
and (iii) to all Holders of then outstanding Registered Securities of that
series, by mailing such notice to such Holders at their addresses as they shall
appear on the Security Register, unless in each case such defaults shall have
been cured before the mailing or publication of such notice (the term "defaults"
for the purpose of this Section being hereby defined to be the events specified
in Sections 6.01(a), (b), (c), (d) and (e) and any additional events specified
in the terms of any series of Securities pursuant to Section 2.01, not including
periods of grace, if any, provided for therein, and irrespective of the giving
of written notice specified in Section 6.01 (c) or in the terms of any
Securities established pursuant to Section 2.01); and provided that, except in
the case of default in the payment of the principal of (premium, if any),
interest, if any, or Additional Amounts, if any, on any of the Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee, or a trust committee of
directors or responsible officers of the Trustee in good faith determines that
the withholding of such notice is in the interests of the Holders of the
Securities of such series.

                                       27
<PAGE>
         SECTION 6.08. UNDERTAKING TO PAY COSTS. All parties to this Indenture
agree, and each Holder of any Security by his, her or its acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; provided that, the provisions of this Section shall not
apply to any suit instituted by the Trustee, to any suit instituted by any
Securityholders of any series, or group of such Securityholders, holding in the
aggregate more than ten percent in aggregate principal amount of all Securities
(voting as one class) or to any suit instituted by any Securityholders for the
enforcement of the payment of the principal of (or premium, if any), interest,
if any, or Additional Amounts, if any, on any Security on or after the due date
expressed in such Security.

                                 ARTICLE SEVEN.

                             CONCERNING THE TRUSTEE.

         SECTION 7.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE. The Trustee,
prior to the occurrence of an Event of Default of a particular series and after
the curing of all Events of Default of such series that may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to a
particular series has occurred (which has not been cured) the Trustee shall
exercise such of the rights and powers vested in it, by this Indenture, and use
the same degree of care and skill in its exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

         No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

         (a) prior to the occurrence of an Event of Default with respect to a
particular series and after the curing of all Events of Default with respect to
such series that may have occurred:

                  (1) the duties and obligations of the Trustee with respect to
such series shall be determined solely by the express provisions of this
Indenture, and the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Indenture, and
no implied covenants or obligations shall be read into this Indenture against
the Trustee; and

                  (2) in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture;



                                       28
<PAGE>



but in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture;

         (b) the Trustee shall not be liable for any error of judgment made in
good faith by a responsible officer or officers, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts; and

         (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of Securities pursuant to Section 6.06 relating to the time, method and
place, of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.

         No provision of this Indenture shall be construed as requiring the
Trustee to expend or risk its own funds or otherwise to incur any personal
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if there shall be reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

         SECTION 7.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC. Subject to the
provisions of Section 7.01:

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

         (b) any request, direction, order or demand of the Corporation
mentioned herein shall be sufficiently evidenced by an instrument signed in the
name of the Corporation by the Chairman of the Board of Directors or any Vice
Chairman of the Board of Directors or the President or any Vice President or the
Treasurer and by the Secretary or any Assistant Secretary or, if the other
signatory is other than the Treasurer, any Assistant Treasurer (unless other
evidence in respect thereof be herein specifically prescribed); and a Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or any Assistant Secretary of the Corporation;

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

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

         (e) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the relevant books, records and
premises of the Corporation, personally or by agent or attorney;

         (f) 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, provided, however, that the Trustee shall be responsible for any
misconduct or negligence on the part of any agent or attorney appointed by it
hereunder; and

         (g) 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.




                                       29

<PAGE>
         SECTION 7.03. NO RESPONSIBILITY FOR RECITALS, ETC. The recitals
contained herein and in the Securities, other than the Trustee's certificate of
authentication, shall be taken as the statements of the Corporation, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities, provided that the Trustee shall not be relieved of its duty
to authenticate Securities only as authorized by this Indenture. The Trustee
shall not be accountable for the use or application by the Corporation of
Securities or the proceeds thereof.

         SECTION 7.04. OWNERSHIP OF SECURITIES OR COUPONS. The Trustee or any
agent of the Corporation or of the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities or Coupons with the same
rights it would have if it were not Trustee, or an agent of the Corporation or
of the Trustee.

         SECTION 7.05. MONEYS TO BE HELD IN TRUST. Subject to the provisions of
Sections 12.04 and 12.05 hereof, all moneys received by the Trustee or any
paying agent shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received but 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 moneys received by
it hereunder except such as it may agree with the Corporation to pay thereon. So
long as no Event of Default shall have occurred and be continuing, all interest
allowed on any such moneys shall be paid from time to time upon the written
order of the Corporation, signed by its Chairman of the Board of Directors or
any Vice Chairman of the Board of Directors or its President or any Vice
President or its Treasurer or any Assistant Treasurer.

         SECTION 7.06. COMPENSATION AND EXPENSES OF TRUSTEE. The Corporation
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation, and, except as otherwise
expressly provided, the Corporation will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation, expenses and disbursements of its
counsel and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. If any
property other than cash shall at any time be subject to the lien of this
Indenture, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such lien, shall be entitled to make advances for
the purpose of preserving such property or of discharging tax liens or other
prior liens or encumbrances hereon. The Corporation also covenants to indemnify
the Trustee for, and to hold it harmless against, any loss, liability or
reasonable expense incurred without negligence or bad faith on the part of the
Trustee, arising out of or in connection with the acceptance or administration
of this trust, including the reasonable costs and expenses of defending itself
against any claim of liability in the premises. The obligations of the
Corporation under this Section to compensate the Trustee and to pay or reimburse
the Trustee for reasonable expenses, disbursements and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be secured
by a lien prior to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Securities or Coupons.

         SECTION 7.07. OFFICERS' CERTIFICATE AS EVIDENCE. Subject to the
provisions of Section 7.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering any action to be taken
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such Certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken , suffered or omitted by it under
the provisions of this Indenture upon the faith thereof.

         SECTION 7.08. CONFLICTING INTEREST OF TRUSTEE. The Trustee shall comply
with Section 310(b) of the Trust Indenture Act of 1939.


                                       30
<PAGE>

         SECTION 7.09. ELIGIBILITY OF TRUSTEE. There shall at all times be a
trustee hereunder which shall be a corporation organized and doing business
under the laws of the United States or of any State or Territory thereof or of
the District of Columbia, which (a) is authorized under such laws to exercise
corporate trust powers and (b) is subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority and (c) shall have
at all times a combined capital and surplus of not less than U.S. $50 million.
If such corporation publishes reports of condition at least annually, pursuant
to law, or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation at any time shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.

         SECTION 7.10. RESIGNATION OR REMOVAL OF TRUSTEE. (a) The Trustee, or
any trustee or trustees hereafter appointed, may, upon sixty days written notice
to the Corporation, at any time resign with respect to one or more or all series
by giving written notice of resignation to the Corporation (i) if any
Unregistered Securities of a series affected are then outstanding, by giving
notice of such resignation to the Holders thereof, by publication at least once
in an Authorized Newspaper in London (and, if required by Section 4.04, at least
once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered
Securities of a series affected are then outstanding, by mailing notice of such
resignation to the Holders thereof who have filed their names and addresses with
the Trustee as described in Section 313(c) of the Trust Indenture Act of 1939 at
such addresses as were so furnished to the Trustee and (iii) by mailing notice
of such resignation to the Holders of then outstanding Registered Securities of
each series affected at their addresses as they shall appear on the Security
Register. Upon receiving such notice of resignation the Corporation shall
promptly appoint a successor trustee with respect to the applicable series by
written instrument, in duplicate, executed by order of the Board of Directors of
the Corporation, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within thirty days
after the mailing of such notice of resignation to the Securityholders, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona
fide Holder of a Security or Securities of the applicable series for at least
six months may, subject to the provisions of Section 6.08, on behalf of himself,
herself or itself and all others similarly situated, petition any such court for
the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

         (b)      In case at any time any of the following shall occur:

                  (i) the Trustee shall fail to comply with Section 7.08 with
respect to any series of Securities after written request therefor by the
Corporation or by any Securityholder who has been a bona fide Holder of a
Security or Securities of such series for at least six months, or

                  (ii) the Trustee shall cease to be eligible in accordance with
the provision of Section 7.09 with respect to any series of Securities and shall
fail to resign after written request therefor by the Corporation or by any such
Securityholder, or

                  (iii) the Trustee shall become incapable of acting with
respect to any series of Securities, 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, the Corporation may remove the Trustee with
respect to the applicable series of Securities and appoint a successor trustee
with respect to such series by written instrument, in duplicate, executed by
order of the Board of Directors of the Corporation, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor
trustee, or, subject to the provisions of Section 6.08, any Securityholder of
such series who has been a bona fide Holder of a Security or Securities of the
applicable series for at least six months may, on behalf of himself, herself or
itself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and


                                       31

<PAGE>
the appointment of a successor trustee with respect to such series. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

         (c) The Holders of a majority in aggregate principal amount of the
Securities of all series (voting as one class) at the time outstanding may at
any time remove the Trustee with respect to Securities of all series and appoint
a successor trustee with respect to the Securities of all series.

         (d) Any resignation or removal of the Trustee and any appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 7.11.

         SECTION 7.11. ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor trustee
appointed as provided in Section 7.10 shall execute, acknowledge and deliver to
the Corporation and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal the predecessor
trustee with respect to all or any applicable series shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations with respect
to such series of its predecessor hereunder, with like effect as if originally
named as trustee herein; but, on the written request of the Corporation or of
the successor trustee, the trustee ceasing to act shall, upon payment of any
amounts then due it pursuant to the provisions of Section 7.06, execute and
deliver an instrument transferring to such successor trustee all the rights and
powers of the trustee so ceasing to act. Upon request of any such successor
trustee, the Corporation shall execute any and all instruments in writing in
order more fully and certainly to vest in and confirm to such successor trustee
all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a lien upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 7.06.

         In case of the appointment hereunder of a successor trustee with
respect to the Securities of one or more (but not all) series, the Corporation,
the predecessor Trustee and each successor trustee with respect to the
Securities of any applicable series shall execute and deliver an indenture
supplemental hereto that shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the predecessor Trustee with respect to the Securities of any series as to
which the predecessor Trustee is not retiring shall continue to be vested in the
predecessor Trustee, and shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such trustees
co-trustees of the same trust and that each such trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such trustee.

         No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section, the Corporation shall give notice of the succession of such
trustee hereunder (a) if any Unregistered Securities of a series affected are
then outstanding, to the Holders thereof by publication of such notice at least
once in an Authorized Newspaper in the Borough of Manhattan, The City of New
York and at least once in an Authorized Newspaper in London (and, if required by
Section 4.04, at least once in an Authorized Newspaper in Luxembourg), (b) if
any Unregistered Securities of a series affected are then outstanding, to the
Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c) of the Trust Indenture Act, by mailing such notice to
such Holders at such addresses as were so furnished to the Trustee (and the
Trustee shall make such information available to the Corporation for such
purpose) and (c) to the Holders of Registered Securities of each series
affected, by mailing such notice to such Holders at their addresses as they
shall appear on the Security Register. If the Corporation fails to mail such
notice in the prescribed manner within ten days after the acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be so given at the expense of the Corporation.


                                       32

<PAGE>
         SECTION 7.12. SUCCESSOR BY MERGER, ETC. 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 the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be qualified under the provisions of Section
7.08 and eligible under the provisions of Section 7.09, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

         SECTION 7.13. LIMITATIONS ON RIGHTS OF TRUSTEE AS CREDITOR. The Trustee
shall comply with Section 311(a) of the Trust Indenture Act of 1939.


                                 ARTICLE EIGHT.

                         CONCERNING THE SECURITYHOLDERS.

         SECTION 8.01. ACTION BY SECURITYHOLDERS. Whenever in this Indenture it
is provided that the Holders of a specified percentage in aggregate principal
amount of the Securities of any or all series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the Holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by Securityholders in person or by agent or proxy appointed in writing,
or (b) by the record of the Holders of Securities voting in favor thereof at any
meeting of Securityholders duly called and held in accordance with the
provisions of Article Nine, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Securityholders.

         In determining whether the Holders of a specified percentage in
aggregate principal amount of the Securities have taken any action (including
the making of any demand or request, the waiving of any notice, consent or
waiver or the taking of any other action), the principal amount of any Original
Issue Discount Security that may be counted in making such determination and
that shall be deemed to be outstanding for such purposes shall be equal to the
amount of the principal thereof that could be declared to be due and payable
upon an Event of Default pursuant to the terms of such Original Issue Discount
Security at the time the taking of such action is evidence to the Trustee.

         SECTION 8.02. PROOF OF EXECUTION BY SECURITYHOLDERS. Subject to the
provisions of Sections 7.01, 7.02 and 9.05, proof of the execution of any
instrument by a Securityholder or its agent or proxy shall be sufficient if made
in the following manner:

         (a) In the case of Holders of Unregistered Securities, the fact and
date of the execution by any such person of any instrument may be proved by the
certificate of any notary public or other officer of any jurisdiction authorized
to take acknowledgments of deeds or administer oaths that the person executing
such instruments acknowledged to him the execution thereof or by an affidavit of
a witness to such execution sworn to before any such notary or other such
officer. Where such execution is by or on behalf of any legal entity other than
an individual, such certificate or affidavit shall also constitute sufficient
proof of the authority of the person executing the same. The fact of the holding
by any Holder of a Security of any series, and the identifying number of such
Security and the date of his holding the same, may be proved by the production
of such Security or by a certificate executed by any trust company, bank, banker
or recognized securities dealer wherever situated satisfactory to the Trustee,
if such certificate shall be deemed by the Trustee to be satisfactory. Each such
certificate shall be dated and shall state that on the date thereof a Security
of such series bearing a specified identifying number was deposited with or
exhibited to such trust company, bank, banker or recognized securities dealer by
the person named in such certificate. Any such certificate may be issued in
respect of one or more Securities of one or more series specified therein. The
holding by the person named in any such certificate of any Securities of any
series specified therein shall be presumed to continue for a period of one year
from the date of such certificate unless at the time of any determination of
such holding (1) another certificate bearing a later date issued in respect of
the same Securities shall be produced, or (2) the Security of such series
specified in such certificate shall be produced by some other person, or (3) the
Security of such series specified in such certificates shall have ceased to be
outstanding. Subject to Sections 7.01, 7.02 and 9.05, the fact and date of the
execution of any such instrument and the amount and numbers of Securities of any
series held by the person so executing such instrument and the amount and
numbers of any Security or Securities for such series may also be proven in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee for such series or in any other manner that the Trustee for such
series may deem sufficient.

         (b) In the case of Registered Securities, the ownership of such
Securities shall be proved by the Security Register or by a certificate of the
Security Registrar.




                                       33

<PAGE>
         SECTION 8.03. WHO ARE DEEMED ABSOLUTE OWNERS. The Corporation, the
Trustee, any paying agent, any transfer agent and any Security Registrar may
treat the Holder of any Unregistered Security and the Holder of any Coupon as
the absolute owner of such Unregistered Security or Coupon (whether or not such
Unregistered Security or Coupon shall be overdue) for the purpose of receiving
payment thereof or on account thereof and for all other purposes and neither the
Corporation, the Trustee, any paying agent, any transfer agent nor any Security
Registrar shall be affected by any notice to the contrary. The Corporation, the
Trustee, any paying agent, any transfer agent and any Security Registrar may,
subject to Section 2.04 hereof, treat the person in whose name a Registered
Security shall be registered upon the Security Register as the absolute owner of
such Registered Security (whether or not such Registered Security shall be
overdue) for the purpose of receiving payment thereof or on account thereof and
for all other purposes and neither the Corporation, the Trustee, any paying
agent, any transfer agent nor any Security Registrar shall be affected by any
notice to the contrary.

         SECTION 8.04. CORPORATION-OWNED SECURITIES DISREGARDED. In determining
whether the Holders of the required aggregate principal amount of Securities
have concurred in any direction, consent or waiver under this Indenture,
Securities that are owned by the Corporation or by any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Corporation, shall be disregarded and deemed not to be
outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver only Securities that the Trustee knows are so
owned shall be disregarded. Securities so owned that have been pledged in good
faith may be regarded as outstanding for the purposes of this Section if the
pledgee shall establish to the satisfaction of the Trustee the pledgee's right
to vote such Securities and that the pledgee is not a person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Corporation. In the case of a dispute as to such right, any
decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.

         SECTION 8.05. REVOCATION OF CONSENTS; FUTURE SECURITYHOLDERS BOUND. At
any time prior to the taking of any action by the Holders of the percentage in
aggregate principal amount of the Securities specified in this Indenture in
connection with such action, any Holder of a Security the identifying number of
which is shown by the evidence to be included in the Securities the Holders of
which have consented to such action may, by filing written notice with the
Trustee at its office and upon proof of holding as provided in Section 8.02,
revoke such action so far as concerns such Security. Except as aforesaid any
such action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security and of
any Security issued in exchange or substitution therefor irrespective of whether
or not any notation in regard thereto is made upon such Security. Any action
taken by the Holders of the percentage in aggregate principal amount of the
Securities specified in this Indenture in connection with such action shall be
conclusively binding upon the Corporation, the Trustee and the Holders of all
the Securities of each series intended to be affected thereby.

         SECTION 8.06. SECURITIES IN A FOREIGN CURRENCY. Unless otherwise
specified in an Officers' Certificate delivered pursuant to Section 2.01 of this
Indenture or in an indenture supplemental hereto with respect to a particular
series of Securities, on any day when for purposes of this Indenture any action
may be taken by the Holders of a specified percentage in aggregate principal
amount of two or more series of outstanding Securities and, at such time, there
are outstanding Securities of at least one such series that


                                       34
<PAGE>
are denominated in a coin or currency other than that of at least one other such
series, then the principal amount of Securities of each such series (other than
any such series denominated in U.S. Dollars) that shall be deemed to be
outstanding for the purpose of taking such action shall be that amount of U.S.
Dollars that could be obtained for such amount at the Market Exchange Rate. For
purposes of this Section 8.06, "Market Exchange Rate" shall mean (i) for any
conversion involving a Currency unit on the one hand and dollars or any foreign
currency on the other, the exchange rate between the relevant Currency unit and
dollars or such foreign currency, (ii) for any conversion of dollars into any
foreign currency, the noon U.S. Dollar buying rate for such foreign currency for
cable transfers quoted in The City of New York on such day as certified for
customs purposes by the Federal Reserve Bank of New York and (iii) for any
conversion of one foreign currency into dollars or another foreign currency, the
spot rate at noon local time in the relevant market at which, in accordance with
normal banking procedures, the dollars or foreign currency into which conversion
is being made could be purchased with the foreign currency from which conversion
is being made from major banks located in either New York City, London or any
other principal market for dollars or such purchased foreign currency. In the
event of the unavailability of any of the exchange rates provided for in the
foregoing clauses (i), (ii) and (iii) the Trustee shall use, in its sole
discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York as of the most recent available date, or quotations
from one or more major banks in New York City, London or other principal market
for such Currency or Currency unit in question, or such other quotations as the
Trustee shall deem appropriate. Unless otherwise specified by the Trustee, if
there is more than one market for dealing in any Currency or Currency unit by
reason of foreign exchange regulations or otherwise, the market to be used in
respect of such Currency or Currency unit shall be that upon which a nonresident
issuer of securities designated in such Currency or Currency unit would purchase
such Currency or Currency unit in order to make payments in respect of such
securities. The provisions of this paragraph shall apply in determining the
equivalent number of votes that each Securityholder or proxy shall be entitled
to pursuant to Section 9.05, in respect of Securities of a series denominated in
a currency other than U.S. Dollars.

         All decisions and determinations of the Corporation regarding the
Market Exchange Rate shall be in its sole discretion and shall, in the absence
of manifest error, be conclusive for all purposes and irrevocably binding upon
the Corporation and all Holders.


                                 ARTICLE NINE.

                           SECURITYHOLDERS' MEETINGS.

         SECTION 9.01. PURPOSES OF MEETINGS. A meeting of Securityholders of any
or all series may be called at any time and from time to time pursuant to the
provisions of this Article for any of the following purposes:

         (1) to give any notice to the Corporation or to the Trustee, or to give
any directions to the Trustee, or to waive any default hereunder and its
consequences, or to take any other action authorized to be taken by
Securityholders pursuant to any of the provisions of Article Six;

         (2) to remove the Trustee and appoint a successor trustee pursuant to
the provisions of Article Seven;

         (3) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 10.02; or

         (4) to take any other action authorized to be taken by or on behalf of
the Holders of any specified aggregate principal amount of the Securities of any
or all series, as the case may be, under any other provision of this Indenture
or under applicable law.

         SECTION 9.02. CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time
call a meeting of Holders of Securities of any or all series to take any action
specified in Section 9.01, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, or in London, as the Trustee

                                       35
<PAGE>
shall determine. Notice of every meeting of the Holders of Securities of any or
all series, setting forth the time and place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given (i) if any
Unregistered Securities of a series that may be affected by the action proposed
to be taken at such meeting are then outstanding, to all Holders thereof, by
publication at least twice in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least twice in an Authorized Newspaper in
London (and, if required by Section 4.04, at least once in an Authorized
Newspaper in Luxembourg) prior to the date fixed for the meeting, the first
publication, in each case, to be not less than twenty nor more than one hundred
eighty days prior to the date fixed for the meeting and the last publication to
be not more than five days prior to the date fixed for the meeting, (ii) if any
Unregistered Securities of a series that may be affected by the action proposed
to be taken at such meeting are then outstanding, to all Holders thereof who
have filed their names and addresses with the Trustee as described in Section
313(c) of the Trust Indenture Act of 1939, by mailing such notice to such
Holders at such addresses, not less than twenty nor more than one hundred eighty
days prior to the date fixed for the meeting and (iii) to all Holders of then
outstanding Registered Securities of each series that may be affected by the
action proposed to be taken at such meeting, by mailing such notice to such
Holders at their addresses as they shall appear on the Security Register, not
less than twenty nor more than one hundred eighty days prior to the date fixed
for the meeting. Failure of any Holder or Holders to receive such notice, or any
defect therein, shall in no case affect the validity of any action taken at such
meeting. Any meeting of Holders of Securities of all or any series shall be
valid without notice if the Holders of all such Securities outstanding, the
Corporation and the Trustee are present in person or by proxy or shall have
waived notice thereof before or after the meeting. The Trustee may fix, in
advance, a date as the record date for determining the Holders entitled to
notice of or to vote at any such meeting at not less than twenty or more than
one hundred eighty days prior to the date fixed for such meeting.

         SECTION 9.03. CALL OF MEETINGS BY CORPORATION OR SECURITYHOLDERS. In
case at any time the Corporation, pursuant to a Board Resolution, or the Holders
of at least ten percent in aggregate principal amount of the Securities of any
or all series, as the case may be, then outstanding, shall have requested the
Trustee to call a meeting of Securityholders of any or all series to take any
action authorized in Section 9.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed or published, as provided in Section 9.02, the
notice of such meeting within thirty days after receipt of such request, then
the Corporation or the Holders of such Securities in the amount above specified
may determine the time and the place in said Borough of Manhattan, The City of
New York or London for such meeting and may call such meeting to take any action
authorized in Section 9.01, by mailing notice thereof as provided in Section
9.02.

         SECTION 9.04. QUALIFICATION FOR VOTING. To be entitled to vote at any
meeting of Securityholders a person shall be a Holder of one or more Securities
of a series with respect to which a meeting is being held or a person appointed
by instrument in writing as proxy by such a Holder. The only persons who shall
be entitled to be present or to speak at any meeting of the Securityholders
shall be the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Corporation and its counsel.

         SECTION 9.05. REGULATIONS. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Corporation or by Securityholders as provided in Section 9.03, in which case the
Corporation or the Securityholder calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Holders of a
majority in principal amount of the Securities represented at the meeting and
entitled to vote.


                                       36
<PAGE>
         Subject to the provisions of Sections 8.01 and 8.04, at any meeting
each Securityholder or proxy shall be entitled to one vote for each U.S. $1,000
principal amount of Securities held or represented by him, her or it; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not outstanding and ruled by the chairman of the meeting
not to be outstanding. The chairman of the meeting shall have no right to vote
except as a Securityholder or proxy. Any meeting of Securityholders duly called
pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to
time, and the meeting may be held as so adjourned without further notice.

         SECTION 9.06. VOTING. The vote upon any resolution submitted to any
meeting of Securityholders shall be by written ballot on which shall be
subscribed the signatures of the Securityholders or proxies and on which shall
be inscribed the identifying number or numbers or to which shall be attached a
list of identifying numbers of the Securities held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavit by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 9.02 or Section 9.03. The record shall be signed and
verified by the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Corporation and the other to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.


                                  ARTICLE TEN.

                            SUPPLEMENTAL INDENTURES.

         SECTION 10.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. The Corporation, when authorized by Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act of 1939) for one or more of the following purposes:

         (a) to evidence the succession of another entity to the Corporation, or
successive successions, and the assumption by any successor entity of the
covenants, agreements and obligations of the Corporation pursuant to Article
Eleven hereof;

         (b) to add to the covenants of the Corporation such further covenants,
restrictions, conditions or provisions as its Board of Directors and the Trustee
shall consider to be for the protection of the Holders of Securities of any or
all series, or the Coupons appertaining to such Securities, and to make the
occurrence, or the occurrence and continuance, of a default in any of such
additional covenants, restrictions, conditions or provisions a default or an
Event of Default with respect to any or all series permitting the enforcement of
all or any of the several remedies provided in this Indenture as herein set
forth, with such period of grace, if any, and subject to such conditions as such
supplemental indenture may provide;

         (c) to add or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
of any series in bearer form, registrable or not registrable as to principal,
and with or without interest Coupons, and to provide for exchangeability of such
Securities with Securities issued hereunder in fully registered form and to make
all appropriate changes for such purpose, and to add or change any of the
provisions of this Indenture to such extent as shall be necessary to permit or
facilitate the issuance of uncertificated Securities of any series;

         (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture that may be defective or
inconsistent with any other provision contained herein or


                                       37

<PAGE>
in any supplemental indenture; or to make such other provisions in regard to
matters or questions arising under this Indenture as shall not adversely affect
the interests of the Holders of any series of Securities or any Coupons
appertaining to such Securities;

         (e) to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee;

         (f) to evidence and provide for the acceptance and appointment
hereunder by a successor trustee with respect to the Securities of one or more
series and to add or change 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 Section 7.11;

         (g) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 2.03; and

         (h) to change or eliminate any provision of this Indenture, provided
that any such change or elimination (i) shall become effective only when there
is no Security outstanding of any series created prior to the execution of such
supplemental indenture that is entitled to the benefit of such provision or (ii)
shall not apply to any Security outstanding.

         The Trustee is hereby authorized to join with the Corporation in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations that may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such supplemental
indenture that adversely affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
may be executed by the Corporation and the Trustee without the consent of the
Holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 10.02.

         SECTION 10.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.
With the consent (evidenced as provided in Section 8.01) of the Holders of not
less than a majority in the aggregate principal amount of the Securities of all
series at the time outstanding affected by such supplemental indenture (voting
as one class), the Corporation, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indentures or modifying in any manner the rights of the
Holders of the Securities of each such series or any Coupons appertaining to
such Securities; provided, however, that no such supplemental indenture shall
(i) change the fixed maturity of any Securities, or reduce the principal amount
thereof (or premium, if any), or reduce the rate or extend the time of payment
of any interest or Additional Amounts thereon or reduce the amount due and
payable upon acceleration of the maturity thereof or the amount provable in
bankruptcy, or make the principal of (premium, if any) or interest, if any, or
Additional Amounts, if any, on any Security payable in any coin or currency
other than that provided in such Security, (ii) 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
therefor) or (iii) reduce the aforesaid percentage of Securities, the consent of
the Holders of which is required for any such supplemental indenture, or the
percentage required for the consent of the Holders pursuant to Section 6.01 to
waive defaults, without the consent of the Holder of each Security so affected.

         Upon the request of the Corporation, accompanied by a copy of a Board
Resolution certified by the Secretary or an Assistant Secretary of the
Corporation authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders
as aforesaid, the Trustee shall join with the Corporation in the execution of
such supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.



                                       38

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

         Promptly after the execution and delivery by the Corporation and the
Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall give notice of such supplemental indenture (i) to the
Holders of then outstanding Registered Securities of each series affected
thereby, by mailing a notice thereof by first-class mail to such Holders at
their addresses as they shall appear on the Security Register, (ii) if any
Unregistered Securities of a series affected thereby are then outstanding, to
the Holders thereof who have filed their names and addresses with the Trustee as
described in Section 313(c) of the Trust Indenture Act, by mailing a notice
thereof by first-class mail to such Holders at such addresses as were so
furnished to the Trustee and (iii) if any Unregistered Securities of a series
affected thereby are then outstanding, to all Holders thereof, by Publication of
a notice thereof at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least once in an Authorized Newspaper in
London (and, if required by Section 4.04, at least once in an Authorized
Newspaper in Luxembourg), and in each case such notice shall set forth in
general terms the substance of such supplemental indenture. Any failure of the
Corporation to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

         SECTION 10.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF
SUPPLEMENTAL INDENTURES. Any supplemental indenture executed pursuant to the
provisions of this Article Ten shall comply with the Trust Indenture Act of
1939. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Ten, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Corporation and the Holders of Securities shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

         The Trustee, subject to the provisions of Sections 7.01 and 7.02, shall
be provided an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such supplemental indenture complies with the provisions of
this Article Ten.

         SECTION 10.04. NOTATION ON SECURITIES. Securities of any series
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article Ten may bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. New Securities of any series so modified as to conform, in the
opinion of the Trustee and the Board of Directors of the Corporation, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Corporation, authenticated by the Trustee and delivered,
without charge to the Securityholders, in exchange for the Securities of such
series then outstanding.


                                ARTICLE ELEVEN.

                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE.

         SECTION 11.01. CORPORATION MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. The
Corporation covenants that it will not merge or consolidate with any other
entity or sell or convey all or substantially all of its assets to any person or
entity, unless (i) either the Corporation shall be the continuing corporation,
or the successor entity (if other than the Corporation) shall be an entity
organized and existing under the laws of the United States of America or any
State thereof and such successor entity shall expressly assume, by a
supplemental indenture in form satisfactory to the Trustee and executed and
delivered to the Trustee by such successor entity, the due and punctual payment
of the principal of (and premium, if any), interest, if any, and Additional
Amounts, if any, on all the Securities and any Coupons, 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 or satisfied by the
Corporation, (ii) immediately after giving effect to




                                       39

<PAGE>
consolidation, or such sale or conveyance, no Event of Default, and no event
that, after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing and (iii) the Corporation shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating, that such consolidation, merger, sale or conveyance and such
supplemental indenture, and any such assumption by the successor entity,
complies with the provisions of this Article Eleven.

         SECTION 11.02. SUCCESSOR CORPORATION SUBSTITUTED. In case of any such
consolidation, merger, sale or conveyance and upon any such assumption by the
successor entity, such successor entity shall succeed to and be substituted for
the Corporation, with the same effect as if it had been named herein as the
party of the first part. Such successor entity thereupon may cause to be signed,
and may issue either in its own name or in the name of Delphi Automotive Systems
Corporation, any or all of the Securities, and any Coupons appertaining thereto,
issuable hereunder which theretofore shall not have been signed by the
Corporation and delivered to the Trustee; and, upon the order of such successor
entity, instead of the Corporation, and subject to all the terms, conditions and
limitations prescribed in this Indenture, the Trustee shall authenticate and
shall deliver any Securities or Coupons which previously shall have been signed
and delivered by the officers of the Corporation to the Trustee for
authentication, and any Securities or Coupons that such successor entity
thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All of the Securities, and any Coupons appertaining thereto, so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Securities or Coupons theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities, and any Coupons
appertaining thereto, 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 and Coupons thereafter to be issued as may be appropriate.

         SECTION 11.03. CERTIFICATE TO TRUSTEE. On or before April 1, 2000, and
on or before April 1 in each year thereafter, the Corporation will deliver to
the Trustee an Officers' Certificate signed by the Corporation's principal
executive officer, principal financial officer or principal accounting officer,
as to such Officer's knowledge of the Corporation's compliance with all
conditions and covenants under this Indenture (such compliance to be determined
without regard to any period of grace or requirement of notice provided under
this Indenture), as required by Section 314(a)(4) of the Trust Indenture Act of
1939.


                                ARTICLE TWELVE.

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS.

         SECTION 12.01. DISCHARGE OF INDENTURE. If at any time (i) the
Corporation shall have delivered to the Trustee for cancellation all Securities
of any series theretofore authenticated (other than any Securities of such
series and Coupons pertaining thereto that shall have been destroyed, lost or
stolen and that shall have been replaced or paid as provided in Section 2.07) or
(ii) all Securities of any series and any Coupons appertaining to such
Securities not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Corporation shall deposit or cause to be deposited with the Trustee as trust
funds the entire amount (other than moneys repaid by the Trustee or any paying
agent to the Corporation in accordance with Sections 12.04 or 12.05) sufficient
to pay at maturity or upon redemption all Securities of such series and all
Coupons appertaining to such Securities not theretofore delivered to the Trustee
for cancellation (other than any Securities of such series and Coupons
pertaining thereto that shall have been destroyed, lost or stolen and that shall
have been replaced or paid as provided in Section 2.07), including principal
(and premium, if any), interest, if any, and Additional Amounts, if any, due or
to become due to such date of maturity or date fixed for redemption, as the case
may be, and if in either case the Corporation shall also pay or cause to be paid
all other sums payable hereunder by the Corporation with respect to such series,
then this Indenture shall cease to be of further effect with respect to the
Securities of such series or any Coupons appertaining to such Securities, and
the Trustee, on demand of and at the cost and expense of the Corporation and
subject to Section 14.04, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to the Securities of
such series and all Coupons appertaining to such Securities. The Corporation
agrees to reimburse the Trustee for any costs or expenses thereafter reasonably
and properly incurred by the Trustee in connection with this Indenture or the
Securities of such series or any Coupons appertaining to such Securities.

                                       40
<PAGE>
         SECTION 12.02. SATISFACTION, DISCHARGE AND DEFEASANCE OF SECURITIES OF
ANY SERIES. If pursuant to Section 2.01 provision is made for the defeasance of
Securities of a series, then the provisions of this Section 12.02 shall be
applicable except as otherwise specified as contemplated by Section 2.01 for
Securities of such series. At the Corporation's option, either (a) the
Corporation shall be deemed to have paid and discharged the entire indebtedness
on all the outstanding Securities of any such series and the Trustee, at the
expense of the Corporation, shall execute proper instruments acknowledging
satisfaction and discharge of such indebtedness or (b) the Corporation shall
cease to be under any obligation to comply with any term, provision, condition
or covenant specified as contemplated by Section 2.01, when

         (1)      either

                  (A) with respect to all outstanding Securities of such series,

                  (i) the Corporation has deposited or caused to be deposited
                  with the Trustee as trust funds in trust for the purpose an
                  amount (in such currency in which such outstanding Securities
                  and any related Coupons are then specified as payable at
                  stated maturity) sufficient to pay and discharge the entire
                  indebtedness of all outstanding Securities of such series for
                  principal (and premium, if any), interest, if any, and
                  Additional Amounts, if any, to the stated maturity or any
                  redemption date as contemplated by the last paragraph of this
                  section 12.02, as the case may be; or

                  (ii) the Corporation has deposited or caused to be deposited
                  with the Trustee as obligations in trust for the purpose such
                  amount of direct noncallable obligations of, or noncallable
                  obligations the payment of principal of and interest on which
                  is fully guaranteed by , the United States of America, or to
                  the payment of which obligations or guarantees the full faith
                  and credit of the United States of America is pledged,
                  maturing as to principal and interest in such amounts and at
                  such times as will, together with the income to accrue thereon
                  (but without reinvesting any proceeds thereof), be sufficient
                  to pay and discharge the entire indebtedness on all
                  outstanding Securities of such series for principal (and
                  premium, if any), interest, if any, and Additional Amounts,
                  if any, to the stated maturity or any redemption date as
                  contemplated by the last paragraph of this Section 12.02, as
                  the case may be; or

                  (B) the Corporation has properly fulfilled such other terms
and conditions of the satisfaction and discharge as is specified, as
contemplated by Section 2.01, as applicable to the Securities of such series,
and

         (2) the Corporation has paid or caused to be paid all other sums
payable with respect to the outstanding Securities of such series, and

         (3) The Corporation has delivered to the Trustee an Opinion of Counsel
stating that (i) the Corporation has received from, or there has been published
by, the Internal Revenue Service a ruling or (ii) since the date of execution of
this Indenture, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such opinion shall
confirm that, the holders of the outstanding Securities and any related Coupons
will not recognize income, gain or loss for Federal income tax purposes as a
result of such deposit, defeasance and discharge and will be subject to Federal
income tax on the same amounts and in the same manner and at the same times, as
would have been the case if such deposit, defeasance and discharge had not
occurred, and



                                       41


<PAGE>
         (4) the Corporation 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 the
entire indebtedness on all outstanding Securities of any such series have been
complied with.

         Any deposits with the Trustee referred to in Section 12.02(l)(A) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any outstanding
Securities of such series are to be redeemed prior to their stated maturity,
whether pursuant to an optional redemption provision or in accordance with any
mandatory sinking fund requirement or otherwise, the applicable escrow trust
agreement shall provide therefor and the Corporation shall make such
arrangements as are satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Corporation.

         SECTION 12.03. DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. All
moneys deposited with the Trustee pursuant to Section 12.01 or 12.02 shall be
held in trust and applied by it to the payment, either directly or through any
paying agent (including the Corporation acting as its own paying agent), to the
Holders of the particular Securities and of any Coupons appertaining to such
Securities for the payment or redemption of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for
principal (and premium, if any), interest, if any, and Additional Amounts, if
any.

         SECTION 12.04. PAYING AGENT TO REPAY MONEYS HELD. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of
any series, all moneys with respect to such Securities then held by any paying
agent under the provisions of this Indenture shall, upon demand of the
Corporation, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from any further liability with respect to such moneys.

         SECTION 12.05. RETURN OF UNCLAIMED MONEYS. Any moneys deposited with or
paid to the Trustee or any paying agent for the payment of the principal of (and
premium, if any), interest, if any, and Additional Amounts, if any, on any
Security and not applied but remaining unclaimed for two years after the date
upon which such principal (and premium, if any), interest, if any, and
Additional Amounts, if any, shall have become due and payable, shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Corporation by the Trustee or such
paying agent on demand, and the Holder of such Security or any Coupon
appertaining to such Security shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law,
thereafter look only to the Corporation for any payment that such Holder may be
entitled to collect and all liability of the Trustee or any paying agent with
respect to such moneys shall thereupon cease; provided, however, that the
Trustee or such paying agent, before being required to make any such repayment
with respect to moneys deposited with it or any payment in respect of
Unregistered Securities of any series, may at the expense of the Corporation
cause to be published once, in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and once in an Authorized Newspaper in London
(and, if required by Section 4.04, at least once in an Authorized Newspaper in
Luxembourg), notice that such moneys remain and that, after a date specified
therein, which shall not be less than thirty days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Corporation.


                               ARTICLE THIRTEEN.

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS.

         SECTION 13.01. INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.
No recourse under or upon any obligation, covenant or agreement contained in
this Indenture or any indenture supplemental hereto, or in any Security, or
because or on account of any indebtedness evidenced thereby, shall be had
against any past, present or future incorporator, stockholder, officer or
director, or other applicable principal, as such, of the Corporation or of any
successor entity, either directly or through the Corporation or any successor
entity, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or


                                       42


<PAGE>



by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the Holders
thereof and as part of the consideration for the issue of the Securities and
Coupons.


                               ARTICLE FOURTEEN.

                            MISCELLANEOUS PROVISIONS.

         SECTION 14.01. BENEFITS OF INDENTURE RESTRICTED TO PARTIES AND
SECURITYHOLDERS. Nothing in this Indenture or in the Securities or Coupons,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto and their successors and the Holders of the Securities
or Coupons, any legal or equitable right, remedy or claim under this Indenture
or under any covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their successors
and of the Holders of the Securities or Coupons.

         SECTION 14.02. PROVISIONS BINDING ON CORPORATION'S SUCCESSORS. All the
covenants, stipulations, promises and agreements contained in this Indenture by
or on behalf of the Corporation shall bind its successors and assigns, whether
so expressed or not.

         SECTION 14.03. ADDRESSES FOR NOTICES, ETC. Any notice or demand that by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the Holders of Securities to or on the Corporation may be
given or served by being deposited postage prepaid first class mail in a post
office letter box addressed (until another address is filed by the Corporation
with the Trustee), as follows: Delphi Automotive Systems Corporation, 5725
Delphi Drive, Troy, Michigan 48098, Attention General Counsel. Any notice,
direction, request or demand by any Securityholder to or upon the Trustee shall
be deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at its Corporate Trust Office, which is, at the date of this
Indenture, One First National Plaza, Suite 0126, Chicago, Illinois 60670-0126.

         SECTION 14.04. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Upon
any application or demand by the Corporation to the Trustee to take any action
under any of the provisions of this Indenture, the Corporation shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition, (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 such person, he or she has
made such examination or investigation as is necessary to enable him or her 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 or not, in the opinion of
such person, such condition or covenant has been complied with.

         SECTION 14.05. LEGAL HOLIDAYS. In any case where the date of maturity
of any interest, premium or Additional Amounts on or principal of, the
Securities or the date fixed for redemption of any Securities shall not be a
Business Day in a city where payment thereof is to be made, then payment of any
interest, premium or Additional Amounts on, or principal of, such Securities
need not be made on such date in such city but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.


                                       43

<PAGE>
         SECTION 14.06. TRUST INDENTURE ACT TO CONTROL. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture by operation of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939 (an "incorporated provision"),
such incorporated provision shall control.

         SECTION 14.07. Execution In Counterparts. This Indenture may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute one and the same instrument.

         SECTION 14.08. NEW YORK CONTRACT. This Indenture and each Security
shall be deemed to be a contract made under the laws of the State of New York,
and for all purposes shall be governed by and construed in accordance with the
laws of said State, regardless of the laws that might otherwise govern under
applicable New York principles of conflicts of law and except as may otherwise
be required by mandatory provisions of law. Any claims or proceedings in respect
of this Indenture shall be heard in a federal or state court located in the
State of New York.

         SECTION 14.09. JUDGMENT CURRENCY. The Corporation agrees, to the
fullest extent that it may effectively do so under applicable law, that (a) if
for the purposes of obtaining judgment in any court it is necessary to convert
the sum due in respect of the principal of or interest on the Securities of any
series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in he City of New York the Required Currency with the Judgment Currency on the
date on which final unappealable judgment is entered, unless such day is not a
New York Banking Day, then, to the extent permitted by applicable law, the rate
of exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Banking Day next preceding
the day on which final unappealable judgment is entered and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount of
the Required Currency expressed to be payable in respect of such payments, (ii)
shall be enforceable as an alternative or additional cause of action for the
purpose of recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to
close.

         SECTION 14.10. SEVERABILITY OF PROVISIONS. Any prohibition, invalidity
or unenforceability of any provision of this Indenture in any jurisdiction shall
not invalidate or render unenforceable the remaining provisions hereto in such
jurisdiction and shall not invalidate or render unenforceable such provisions in
any other jurisdiction.

         SECTION 14.11. CORPORATION RELEASED FROM INDENTURE REQUIREMENTS UNDER
CERTAIN CIRCUMSTANCES. Whenever in this Indenture the Corporation shall be
required to do or not to do any thing so long as any of the Securities of any
series shall be Outstanding, the Corporation shall, notwithstanding any such
provision, not be required to comply with such provisions if it shall be
entitled to have this Indenture satisfied and discharged pursuant to the
provisions hereof, even though in either case the Holders of any of the
Securities of that series shall have failed to present and surrender them for
payment pursuant to the terms of this Indenture.

         The First National Bank of Chicago, the party of the second part,
hereby accepts the trusts in this Indenture declared and provided, upon the
terms and conditions hereinabove set forth.

                                       44



<PAGE>
         IN WITNESS WHEREOF, DELPHI AUTOMOTIVE SYSTEMS CORPORATION, the party of
the first part, has caused this Indenture to be signed and acknowledged by its
Chairman of the Board of Directors, its President or any Vice President or its
Treasurer, and its corporate seal to be affixed hereunto, and the same to be
attested by its Secretary or an Assistant Secretary; and The First National Bank
of Chicago, the party of the second part, has caused this Indenture to be
signed, and its corporate seal to be affixed hereunto, and the same to be
attested by its duly authorized officers, all as of the day and year first above
written.


{Corporate Seal}                    DELPHI AUTOMOTIVE SYSTEMS CORPORATION


Attest:                                     By:  /s/  John Blahnik


{Corporate Seal}                    THE FIRST NATIONAL BANK OF CHICAGO


Attest:                                     By:  /s/  Leland Hansen




                                       45
<PAGE>



STATE OF MICHIGAN          }
                           }       SS.:
COUNTY OF OAKLAND          }


On the 28th day of April, 1999 before me personally came John Blahnik, to me
known, who being by me duly sworn, did depose and say that he/she resides at
Bloomfield Hills, Michigan, that he/she is the Vice President of Delphi
Automotive Systems Corporation, 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.

{SEAL}


Notary Public  /s/  Stephanie M. Hayes


                                       46

<PAGE>



STATE OF ILLINOIS          }
                           }       SS.:
COUNTY OF COOK             }


On the 28th day of April, 1999 before me personally came Leland Hansen, to me
known, who being by me duly sworn, did depose and say that he resides at
Chicago, Illinois, that he is an Assistant Vice President of The First National
Bank of Chicago, 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.



{SEAL}


Notary Public  /s/  Lisa A. Nix




                                       47