Exhibit 4.18

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                                 CIT GROUP INC.

                                       AND

                          BANK ONE TRUST COMPANY, N.A.,

                                         as Trustee
                                       and

                           BANK ONE NA, LONDON BRANCH

                                         as London Paying Agent and London
                                         Calculation Agent

                                   ----------

                                    Indenture

                           Dated as of August 26, 2002

                                   ----------

                                 DEBT SECURITIES

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<PAGE>

                   TRUST INDENTURE ACT CROSS REFERENCE SHEET*

Sections of Trust                                                    Sections of
 Indenture Act                                                         Indenture
310(a)(1)                                                                  11.05
310(a)(2)                                                                  11.05
310(a)(3)                                                         Not applicable
310(a)(4)                                                         Not applicable
310(a)(5)                                                                  11.05
310(b)                                                                     11.06
310(c)                                                            Not applicable
311                                                                        11.09
312                                                                        10.03
313                                                                        10.01
314(a)                                                               10.02, 6.05
314(b)                                                            Not applicable
314(c)                                                                     15.04
314(d)                                                            Not applicable
314(e)                                                                     15.04
315(a)                                                                  11.02(1)
315(b)                                                                     11.03
315(c)                                                                     11.02
315(d)                                                                     11.02
315(e)                                                                      7.10
316(a)                                                             7.08 and 8.03
316(b)                                                                      7.09
316(c)                                                                      8.04
317(a)                                                             7.03 and 7.04
317(b)                                                                      6.03
318(a)                                                                     15.06

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*The Trust Indenture Act Cross Reference Sheet is not a part of this Indenture.
<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

ARTICLE ONE   DEFINITIONS......................................................1

  Section 1.01.................................................................1
  Section 1.02.................................................................1
           Board of Directors..................................................1
           Board Resolution....................................................2
           Business day........................................................2
           Component Currency..................................................2
           Consolidated Subsidiaries...........................................2
           Control.............................................................2
           Conversion Event....................................................2
           Corporate trust office..............................................2
           Corporation.........................................................3
           Currency Determination Agent........................................3
           Debt Security.......................................................3
           Debt Securityholder; holder of Debt Securities; holder..............3
           Depositary..........................................................3
           Dollars.............................................................3
           Election Date.......................................................3
           Event of default....................................................4
           Foreign Currency....................................................4
           Global Security.....................................................4
           Government Obligations..............................................4
           Indenture...........................................................4
           Interest............................................................5
           Judgment Date.......................................................5
           LIBOR...............................................................5
           LIBOR Currency......................................................5
           LIBOR Security......................................................5
           London Business Day.................................................5
           London Paying Agent.................................................5
           Majority............................................................5
           Market Exchange Rate................................................5
           Maturity............................................................6
           Officer.............................................................6
           Officers' Certificate...............................................6
           Officer's Order.....................................................6
           Opinion of Counsel..................................................6
           Original Issue Discount Securities..................................6
           Outstanding.........................................................6
           Paying Agent........................................................7
           Person..............................................................7
           Place of Payment....................................................7
           Principal Financial Center..........................................7


                                       i

<PAGE>

                                                                            Page
                                                                            ----

           Record Date.........................................................8
           Responsible Officer.................................................8
           Stock Exchange......................................................8
           Subsidiary..........................................................8
           Substitute Date.....................................................8
           Trust Indenture Act of 1939.........................................8
           Trustee.............................................................9
           Voting stock........................................................9

ARTICLE TWO ISSUE, EXECUTION, AUTHENTICATION,
                   REGISTRATION, AND EXCHANGE OF
                   DEBT SECURITIES.............................................9

           Section 2.01........................................................9
           Section 2.02.......................................................11
           Section 2.03.......................................................12
           Section 2.04.......................................................12
           Section 2.05.......................................................13
           Section 2.06.......................................................15
           Section 2.07.......................................................16
           Section 2.08.......................................................17
           Section 2.09.......................................................17
           Section 2.10.......................................................17
           Section 2.11.......................................................19
           Section 2.12.......................................................20

ARTICLE THREE ISSUE OF DEBT SECURITIES........................................21

           Section 3.01.......................................................21

ARTICLE FOUR REDEMPTION OF DEBT SECURITIES....................................22

           Section 4.01.......................................................22
           Section 4.02.......................................................22
           Section 4.03.......................................................23
           Section 4.04.......................................................24

ARTICLE FIVE SINKING FUNDS....................................................24

           Section 5.01.......................................................24
           Section 5.02.......................................................24
           Section 5.03.......................................................24

ARTICLE SIX PARTICULAR COVENANTS OF THE CORPORATION...........................25

           Section 6.01.......................................................25
           Section 6.02.......................................................25
           Section 6.03.......................................................26
           Section 6.04.......................................................30
           Section 6.05.......................................................32


                                       ii

<PAGE>

                                                                            Page
                                                                            ----

           Section 6.06.......................................................32

ARTICLE SEVEN REMEDIES OF TRUSTEE AND DEBT SECURITYHOLDERS....................33

           Section 7.01.......................................................33
           Section 7.02.......................................................35
           Section 7.03.......................................................36
           Section 7.04.......................................................36
           Section 7.05.......................................................37
           Section 7.06.......................................................37
           Section 7.07.......................................................38
           Section 7.08.......................................................38
           Section 7.09.......................................................38
           Section 7.10.......................................................39
           Section 7.11.......................................................39
           Section 7.12.......................................................40
           Section 7.13.......................................................40

ARTICLE EIGHT CONCERNING THE DEBT SECURITYHOLDERS.............................41

           Section 8.01.......................................................41
           Section 8.02.......................................................41
           Section 8.03.......................................................41
           Section 8.04.......................................................42

ARTICLE NINE DEBT SECURITYHOLDERS' MEETINGS...................................42

           Section 9.01.......................................................42
           Section 9.02.......................................................42
           Section 9.03.......................................................43
           Section 9.04.......................................................43
           Section 9.05.......................................................43
           Section 9.06.......................................................44
           Section 9.07.......................................................44

ARTICLE TEN REPORTS BY THE CORPORATION AND THE TRUSTEE
                 AND DEBT SECURITYHOLDERS' LISTS..............................45

           Section 10.01......................................................45
           Section 10.02......................................................45
           Section 10.03......................................................45

ARTICLE ELEVEN CONCERNING THE TRUSTEE.........................................47

           Section 11.01......................................................47
           Section 11.02......................................................48
           Section 11.03......................................................49
           Section 11.04......................................................50
           Section 11.05......................................................50


                                      iii

<PAGE>

                                                                            Page
                                                                            ----

           Section 11.06......................................................51
           Section 11.07......................................................51
           Section 11.08......................................................52
           Section 11.09......................................................52
           Section 11.10......................................................52
           Section 11.11......................................................53

ARTICLE TWELVE DEFEASANCE.....................................................53

           Section 12.01......................................................53
           Section 12.02......................................................53
           Section 12.03......................................................54
           Section 12.04......................................................54
           Section 12.05......................................................54
           Section 12.06......................................................55

ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS,
                   STOCKHOLDERS, OFFICERS, AND DIRECTORS......................55

           Section 13.01......................................................55

ARTICLE FOURTEEN SUPPLEMENTAL INDENTURES......................................56

           Section 14.01......................................................56
           Section 14.02......................................................57
           Section 14.03......................................................58
           Section 14.04......................................................58
           Section 14.05......................................................58
           Section 14.06......................................................59

ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS......................................59

           Section 15.01......................................................59
           Section 15.02......................................................60
           Section 15.03......................................................60
           Section 15.04......................................................60
           Section 15.05......................................................61
           Section 15.06......................................................61
           Section 15.07......................................................61
           Section 15.08......................................................62
           Section 15.09......................................................62


                                       iv

<PAGE>

      INDENTURE  dated as of August__,  2002 among CIT Group Inc., a corporation
duly  organized  and  existing  under  the laws of the  State of  Delaware  (the
"Corporation"),  Bank One Trust Company, N.A., a banking corporation/association
duly organized and existing under the laws of the United States (the  "Trustee")
and Bank One NA, London  Branch,  as London Paying Agent and London  Calculation
Agent.

                           RECITALS OF THE CORPORATION

      The  Corporation is authorized to borrow money for its corporate  purposes
and to issue debentures,  notes or other evidences of indebtedness therefor; and
for its corporate purposes, the Corporation has determined to make and issue its
debentures,  notes or other evidences of indebtedness in one or more series (the
"Debt  Securities"),  as hereinafter  provided,  up to such principal  amount or
amounts as may from time to time be  authorized  by or pursuant to the authority
granted in one or more resolutions of the Board of Directors.

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

      That, in  consideration of the premises and of the mutual covenants herein
contained and for other valuable  consideration,  the receipt  whereof is hereby
acknowledged,  and in order to declare the terms and  conditions  upon which the
Debt Securities are to be issued, IT IS HEREBY COVENANTED,  DECLARED AND AGREED,
by and  between  the  parties  hereto,  that all the Debt  Securities  are to be
executed,  authenticated  and  delivered  subject to the further  covenants  and
conditions  hereinafter  set  forth;  and the  Corporation,  for  itself and its
successors,  does  hereby  covenant  and agree to and with the  Trustee  and its
successors  in said  trust,  for the  benefit  of those who shall  hold the Debt
Securities, or any of them, as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

      Section 1.01.  Unless  otherwise  defined in this Indenture or the context
otherwise  requires,  all terms used herein shall have the meanings  assigned to
them in the Trust Indenture Act of 1939.

      Section 1.02. Unless the context otherwise requires,  the terms defined in
this Section 1.02 shall for all purposes of this  Indenture and of any indenture
supplemental  hereto have the  meanings  hereinafter  set forth,  the  following
definitions  to be equally  applicable to both the singular and the plural forms
of any of the terms herein defined:

      Board of Directors:

      The term "Board of  Directors"  shall mean the Board of  Directors  of the
Corporation  or any duly  authorized  committee of the Board of Directors of the
Corporation.

<PAGE>

      Board Resolution:

      The term "Board Resolution" shall mean a copy of 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 any day,  other  than a Saturday  or
Sunday,  that is neither a legal holiday nor a day on which commercial banks are
authorized  or required by law,  regulation  or executive  order to close in The
City of New York; provided,  however,  that, with respect to Debt Securities not
denominated in Dollars,  the day is also not a day on which commercial banks are
authorized  or required by law,  regulation  or executive  order to close in the
Principal  Financial  Center of the  country  issuing  the  Foreign  Currency or
currency unit or, if the Foreign Currency or currency unit is euro, the day is a
day on which the  Trans-European  Automated  Real-time Gross Settlement  Express
Transfer (TARGET) System is open; provided, further, that, with respect to LIBOR
Securities, the day is also a London Business Day.

      Component Currency:

      The  term  "Component  Currency"  has the  meaning  specified  in  Section
2.10(e).

      Consolidated Subsidiaries:

      The term "Consolidated  Subsidiaries" shall mean all subsidiaries  except,
at any given time,  any  subsidiary  the accounts of which are excluded from the
consolidated  financial  statements included in the last preceding annual report
of the  Corporation  with the  approval of the  independent  certified or public
accountants or auditors who examined and reported on said financial statements.

      Control:

      The term  "control"  shall  mean the power to direct  the  management  and
policies of a person,  directly or through one or more  intermediaries,  whether
through the ownership of voting securities,  by contract, or otherwise;  and the
terms  "controlling"  and  "controlled"  shall have meanings  correlative to the
foregoing.

      Conversion Event:

      The term  "Conversion  Event"  means  the  unavailability  of any  Foreign
Currency or currency unit due to the  imposition  of exchange  controls or other
circumstances beyond the Corporation's control.

      Corporate trust office:

      The term "corporate  trust office" shall mean the principal  office of the
Trustee at which at any  particular  time its corporate  trust business shall be
administered, which office is


                                      -2-
<PAGE>

presently located at  [_____________________________________];  notices shall be
so addressed and directed to the attention of Global Corporate Trust Services.:

      Corporation:

      The term "Corporation" shall mean CIT Group Inc., a Delaware  corporation,
unless and until any  successor  corporation  shall have become such pursuant to
the provisions of Section 15.01 hereof, and thereafter  "Corporation" shall mean
such successor.

      Currency Determination Agent:

      The term "Currency  Determination  Agent", with respect to Debt Securities
of any series,  means,  unless otherwise specified in the Debt Securities of any
series,  a New York Clearing House bank  designated  pursuant to Section 2.10 or
Section 2.11.

      Debt Security:

      The term "Debt Security" shall mean one of the Debt Securities,  or one of
any  series  of  Debt  Securities   (including  any  Global  Securities)  issued
hereunder.  A Debt Security  (including any Global  Security) shall be deemed to
have been issued  hereunder when duly  authenticated  by the Trustee or an agent
designated  by the Trustee and  delivered  pursuant  to the  provisions  of this
Indenture.

      Debt Securityholder; holder of Debt Securities; holder:

      The term "Debt Securityholder" or "holder of Debt Securities" or "holder",
with respect to any Debt Security, shall mean the person in whose name such Debt
Security shall be registered in the register kept for that purpose hereunder.

      Depositary:

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

      Dollars:

      The term "Dollars" and the sign "$" mean the currency of the United States
of America as at the time of payment is legal  tender for the  payment of public
and private debts.

      Election Date:

      The term "Election Date" has the meaning specified in Section 2.10(e).


                                      -3-
<PAGE>

      Event of default:

      The term "event of default"  shall have the meaning  specified  in Section
7.01.

      Foreign Currency:

      The  term  "Foreign   Currency"  means  a  currency  issued  and  actively
maintained as a country's recognized unit of domestic exchange by the government
of any  country  other than the United  States and such term shall  include  the
euro.

      Global Security:

      The term "Global  Security"  shall mean a Debt Security  evidencing all or
part of a series of Debt  Securities  which is executed by the  Corporation  and
authenticated  and delivered to the  Depositary or pursuant to the  Depositary's
instructions,  all in accordance  with this  Indenture and pursuant to a written
order of the  Corporation  signed by two Officers,  which shall be registered in
the name of the  Depositary or its nominee and which shall  represent the amount
of uncertificated Debt Securities as specified therein.

      Government Obligations:

      The term  "Government  Obligations"  means securities which are (i) direct
obligations  of the  government  which  issued  the  currency  in which the Debt
Securities  of a particular  series are payable  (except as provided in Sections
2.10(b) and 2.10(d),  in which case with respect to Debt Securities for which an
election has occurred  pursuant to Section  2.10(b),  or a Conversion  Event has
occurred as provided in Section 2.10(d), such obligations shall be issued in the
currency or currency unit in which such Debt  Securities are payable as a result
of such election or Conversion Event) or (ii) obligations of a Person controlled
or supervised  by or acting as an agency or  instrumentality  of the  government
which  issued  the  currency  in which the Debt  Securities  of such  series are
payable (except as provided in Sections 2.10(b) and 2.10(d),  in which case with
respect to Debt  Securities  for which an  election  has  occurred  pursuant  to
Section  2.10(b),  or a  Conversion  Event has  occurred  as provided in Section
2.10(d)),  such obligations  shall be issued in the currency or currency unit in
which  such  Debt  Securities  are  payable  as a  result  of such  election  or
Conversion Event),  the payment of which is  unconditionally  guaranteed by such
government, which, in either case, are full faith and credit obligations of such
government  payable in such  currency and are not callable or  redeemable at the
option of the issuer thereof.

      Indenture:

      The term  "Indenture" or "this  Indenture"  shall mean this instrument and
all  indentures  supplemental  hereto,  including,  for  all  purposes  of  this
instrument  and any such  supplemental  indenture,  the  provisions of the Trust
Indenture  Act that are deemed to be a part of and govern this  instrument,  any
such  supplemental  indenture  and  the  terms  of  each  Debt  Security  issued
thereunder, respectively.


                                      -4-
<PAGE>

      Interest:

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

      Judgment Date:

      The term "Judgment Date" has the meaning specified in Section 7.13.

      LIBOR:

      The term "LIBOR" means, with respect to any series of Debt Securities, the
rate  specified as LIBOR for such Debt  Securities  in  accordance  with Section
2.01.

      LIBOR Currency:

      The term "LIBOR Currency" means the currency specified pursuant to Section
2.01 as to which  LIBOR  will be  calculated  or, if no  currency  is  specified
pursuant to Section 2.01, Dollars.

      LIBOR Security:

      The term "LIBOR  Security" means any Debt Security which bears interest at
a floating rate calculated with reference to LIBOR.

      London Business Day:

      The term "London Business Day" means,  with respect to any LIBOR Security,
a day on which commercial banks are open for business, including dealings in the
LIBOR Currency, in London.

      London Paying Agent:

      The term "London  Paying  Agent" means Bank One NA,  London  Branch or any
other Person  authorized by the  Corporation to serve as London Paying Agent and
to pay the principal of (and premium,  if any) or interest,  if any, on any Debt
Securities of any series denominated in euros on behalf of the Corporation.

      Majority:

      The term "majority",  with respect to the Debt Securities or any series of
Debt Securities,  shall signify "majority in principal amount" whether or not so
expressed.

      Market Exchange Rate:

                  The term "Market Exchange Rate" with respect to any Foreign
Currency or currency unit on any date means, unless otherwise specified in
accordance with Section 2.01, the noon buying rate in The City of New York for
cable transfers in such Foreign Currency or


                                      -5-
<PAGE>

currency unit as certified for customs  purposes by the Federal  Reserve Bank of
New York for such Foreign Currency or currency unit.

      Maturity:

      The term  "maturity",  with respect to any Debt  Security,  shall mean the
date on which the principal of such Debt  Security  shall become due and payable
as therein or herein  provided,  whether at stated maturity or by declaration of
acceleration of the maturity thereof, call for redemption, or otherwise.

      Officer:

      The  term  "officer"  or  "Officers"  of the  Corporation  shall  mean the
Chairman, Vice Chairman, President, or a Vice President, and if a second officer
is required shall mean, in addition to the above,  the  Treasurer,  an Assistant
Treasurer, the Secretary, or an Assistant Secretary.

      Officers' Certificate:

      The term "Officers'  Certificate"  shall mean a certificate  signed by the
Chairman, Vice Chairman, President, or a Vice President and by the Treasurer, an
Assistant   Treasurer,   the  Secretary,   or  an  Assistant  Secretary  of  the
Corporation, and delivered to the Trustee.

      Officer's Order:

      The term  "Officer's  Order"  shall mean a written  request  signed by the
Chairman, Vice Chairman,  President, or a Vice President of the Corporation, and
delivered to the Trustee.

      Opinion of Counsel:

      The term  "Opinion  of Counsel"  shall mean a written  opinion of counsel,
which may be given by an employee of or of counsel to the Corporation, and which
in form and substance shall be acceptable to the Trustee.

      Original Issue Discount Securities:

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

      Outstanding:

      The term  "outstanding" or "Outstanding",  subject to Section 8.03 hereof,
when used as of any particular time with reference to the Debt Securities, shall
mean all the Debt Securities which shall theretofore have been issued under this
Indenture,  except:  (a) Debt  Securities  which  shall be  deemed  to have been
retired as hereinafter provided; (b) Debt Securities, including any portion of a
Global Security, which shall have been surrendered to the


                                      -6-
<PAGE>

Trustee for  cancellation;  (c) Debt Securities in substitution  for which other
Debt  Securities  shall have been issued  pursuant to Section 2.07; and (d) Debt
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 Debt Securities are to be redeemed prior to
the stated maturity thereof, notice of such redemption shall have been mailed as
provided in Article Four hereof, or provision  satisfactory to the Trustee shall
have been made for mailing such notice.  In  determining  whether the holders of
the requisite  principal  amount of outstanding  Debt  Securities have given any
request, demand, authorization, direction, notice, consent, or waiver hereunder,
(i) the principal  amount of an Original Issue  Discount  Security that shall be
deemed to be outstanding  for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such  determination upon
a declaration of acceleration of the maturity  thereof  pursuant to Section 7.02
and (ii) the  principal  amount  of a Debt  Security  denominated  in a  foreign
currency or currencies  shall be the U.S. dollar  equivalent,  determined on the
date of original issuance of such Debt Security, of the principal amount (or, in
the case of an Original  Issue  Discount  Security  denominated  in such foreign
currency,  the U.S. dollar  equivalent on the date of original  issuance of such
Debt  Security of the amount  determined  as provided in (i) above) of such Debt
Security.

      Paying Agent:

      The term "Paying  Agent" means Bank One Trust  Company,  N.A. or any other
Persons  authorized by the Corporation to pay the principal of (and premium,  if
any) or interest,  if any, on any Debt  Securities of any series  denominated in
Dollars on behalf of the Corporation.

      Person:

      The term "person" or "Person" shall mean an individual,  a corporation,  a
partnership, a joint venture, an association, a joint stock company, a trust, an
unincorporated  organization,   or  a  government  or  an  agency  or  political
subdivision thereof.

      Place of Payment:

      The term "Place of Payment", when used with respect to the Debt Securities
of any particular series,  means the place or places where the principal of (and
premium,  if any) and  interest,  if any, on the  Securities  of that series are
payable, as contemplated by Section 2.01.

      Principal Financial Center:

      The term "Principal Financial Center" means, unless otherwise specified in
accordance with Section 2.01:

      o the capital city of the country issuing the Foreign Currency or currency
unit, except that with respect to Dollars, Australian dollars, Canadian dollars,
Deutsche  marks,  Dutch  guilders,  South  African  rand and Swiss  francs,  the
"Principal Financial Center" will be The City of New York, Sydney and Melbourne,
Toronto, Frankfurt, Amsterdam, Johannesburg and Zurich, respectively, or


                                      -7-
<PAGE>

      o the  capital  city of the country to which the LIBOR  Currency  relates,
except that with respect to Dollars,  Canadian  dollars,  Deutsche marks,  Dutch
guilders,   Portuguese  escudos,  South  African  rand  and  Swiss  francs,  the
"Principal  Financial Center" will be The City of New York, Toronto,  Frankfurt,
Amsterdam, London, Johannesburg and Zurich, respectively.

      Record Date:

      The term "Record Date", when used with respect to an interest payment date
for a series of Debt Securities, shall mean the date fixed by a Board Resolution
or  indenture   supplemental   hereto  referred  to  in  Section  2.01  for  the
determination  of the  holders of such Debt  Securities  entitled to payments of
interest on such interest payment date.

      Responsible Officer:

      The term  "responsible  officer" of the Trustee  hereunder  shall mean any
officer within the corporate trust office of the Trustee,  which may include the
chairman  and vice  chairman  of the  board of  directors,  the  president,  the
chairman of the executive  committee of the board of directors,  the chairman of
the trust  committee,  every vice  president or officer  senior  thereto,  every
assistant  vice  president,  the  secretary,   every  assistant  secretary,  the
treasurer, every assistant treasurer, every trust officer, every assistant trust
officer,   and  every  other  officer  and  assistant  officer  of  the  Trustee
customarily  performing  functions similar to those performed by the persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is  referred  because  of his  knowledge  of,  and  familiarity  with,  a
particular subject.

      Stock Exchange

      The term "Stock Exchange",  unless specified otherwise with respect to any
particular series of Debt Securities, means the Luxembourg Stock Exchange.

      Subsidiary:

      The term "subsidiary" shall mean any corporation,  association or business
trust at least a majority  of the shares of the voting  stock of which  shall at
the time be owned, directly or indirectly,  by the Corporation or by one or more
subsidiaries or by the Corporation and one or more subsidiaries.

      Substitute Date:

      The term "Substitute Date" has the meaning specified in Section 7.13.

      Trust Indenture Act of 1939:

      The term "Trust  Indenture  Act of 1939" shall mean such act as amended to
the date of this  Indenture;  provided,  however,  that in the  event  the Trust
Indenture Act of 1939 is amended after such date,  "Trust  Indenture Act" means,
to the extent required by any such amendment, the Trust Indenture Act of 1939 as
so amended.


                                      -8-
<PAGE>

      Trustee:

      The term  "Trustee"  shall mean the  person  named as Trustee in the first
paragraph of this  Indenture  and,  subject to the  provisions of Article Eleven
hereof, its successors and assigns.  If, pursuant to the terms hereof, more than
one person shall be designated  as Trustee  hereunder,  then the term  "Trustee"
when used with  respect  to the Debt  Securities  of any  series  shall mean the
Trustee for such series.

      Voting stock:

      The term  "voting  stock",  as  applied  to the stock  (or the  equivalent
thereof, in the case of corporations incorporated outside the continental limits
of the United States of America) of any  corporation,  shall mean stock (or such
equivalent) of any class or classes, however designated,  having ordinary voting
power for the election of directors  of such  corporation,  other than stock (or
such  equivalent)  having  such  power  only by  reason  of the  happening  of a
contingency.

      Certain other terms,  relating  principally to provisions included in this
Indenture in compliance  with the Trust  Indenture  Act of 1939,  are defined in
Article Eleven.

                                   ARTICLE TWO

         ISSUE, EXECUTION, AUTHENTICATION, REGISTRATION, AND EXCHANGE OF
                                DEBT SECURITIES

      Section 2.01. The aggregate  principal amount of Debt Securities which may
be  executed by the  Corporation  and  authenticated  and  delivered  under this
Indenture is unlimited.

      The Debt  Securities  may be issued in one or more series.  There shall be
established  in or pursuant to a Board  Resolution or established in one or more
indentures  supplemental hereto, prior to the issuance of Debt Securities of any
series:

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

            (2) any  limit  upon  the  aggregate  principal  amount  of the Debt
      Securities of the series which may be  authenticated  and delivered  under
      this Indenture  (except for Debt  Securities  authenticated  and delivered
      upon registration of transfer of, or in exchange for, or in lieu of, other
      Debt Securities of the series pursuant to this Indenture);

            (3) the date or dates on which the  principal  of (and  premium,  if
      any, on) the Debt Securities of the series is payable;

            (4) the Person to whom any interest on a Debt Security of the series
      shall be  payable,  if other  than the  Person  in whose  name  that  Debt
      Security  is  registered  at the close of  business on the Record Date for
      such interest; the rate or rates (which may be fixed or variable) at which
      the Debt Securities of the series shall bear interest, if any,


                                      -9-
<PAGE>

      or the method of  determining  such rate or rates;  the date or dates from
      which such interest shall accrue, the interest payment dates on which such
      interest  shall be payable and the Record Dates for the  determination  of
      Debt Securityholders to whom interest is payable;

            (5) the  designation  of the office or agency of the  Corporation in
      the  Borough  of  Manhattan,  The  City  of New  York,  or in  such  other
      jurisdiction as may be designated in writing by the Corporation, where the
      Debt  Securities  of the  series  may be  presented  for  payment,  may be
      transferred  or exchanged by the  registered  holders  thereof or by their
      attorneys  duly  authorized  in writing,  and where notices and demands in
      respect  of the  Indenture  and the Debt  Securities  of the series may be
      served;

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

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

            (8) the  denominations  in which the Debt  Securities  of the series
      shall be issuable if other than $1,000 and integral multiples thereof, and
      if less than $1,000,  the principal  amount which shall be entitled to one
      vote pursuant to Section 9.05 hereof;

            (9) if other than the principal  amount thereof,  the portion of the
      principal  amount of the Debt  Securities  of the  series  which  shall be
      payable upon  declaration of acceleration of the maturity thereof pursuant
      to Section 7.02 hereof;

            (10) any events of default  with respect to the Debt  Securities  of
      the  particular  series,  whether  or not  different  from those set forth
      herein;

            (11) the Trustee with respect to the Debt Securities of the series;

            (12) if other than the Trustee named in the first  paragraph of this
      Indenture or its  successors or assigns,  the  designation of the agent to
      authenticate  the Debt  Securities  of the series,  and the  registrar and
      paying agent, which agents shall be acceptable to both the Corporation and
      the Trustee;

            (13) the currency or currencies,  including composite currencies, in
      which payment of the principal of and any premium and interest on the Debt
      Securities  of the series  shall be payable if other than the  currency of
      the United  States of America  and the  particular  provisions  applicable
      thereto,  in accordance  with, in addition to or in lieu of the provisions
      of Section 2.10;


                                      -10-
<PAGE>

            (14) if the amount of  payments of  principal  of and any premium or
      interest  on the Debt  Securities  of the  series may be  determined  with
      reference  to an  index,  the  manner  in  which  such  amounts  shall  be
      determined;

            (15)  whether the Debt  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 Depositary for such Global Security or Securities;

            (16) if other than as provided in Section 2.04,  the manner in which
      principal  of (and  premium,  if any) and  interest,  if any,  on the Debt
      Securities shall be payable;

            (17) if other than as  provided  in Article  12, the manner in which
      the Debt Securities of the series are to be defeased;

            (18) if the principal of (and premium, if any) and interest, if any,
      on the Debt  Securities of that series are to be payable,  at the election
      of the  Corporation  or a  holder  of a  beneficial  interest  in a Global
      Security thereof,  in a currency or currency unit other than that in which
      such  Debt  Securities  are  denominated  or  stated  to  be  payable,  in
      accordance  with provisions in addition to or in lieu of, or in accordance
      with the  provisions  of, Section 2.10, the period or periods within which
      (including the Election  Date),  and the terms and conditions  upon which,
      such  election  may be made,  and the time and manner of  determining  the
      exchange  rate  between the  currency or currency  unit in which such Debt
      Securities  are  denominated  or stated to be payable and the  currency or
      currency unit in which such Debt Securities are to be so payable;

            (19) the designation of the original Currency  Determination  Agent,
      if any; and

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

      All Debt  Securities  of any one series shall be  substantially  identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Board Resolution or in any such indenture supplemental hereto.

      Section  2.02.  The  Debt  Securities  of each  series  and  the  relevant
certificate  of  authentication  shall be in the form  (including  global  form)
approved by or pursuant to a Board  Resolution,  or  established  in one or more
indentures  supplemental  hereto.  The Debt Securities shall be authenticated by
the Trustee or an agent designated by the Trustee.

      The Debt Securities  shall be registered Debt Securities  without coupons.
The  Debt  Securities  may  have  such  letters,  numbers,  or  other  marks  of
identification  or  designation  and such legends or  endorsements  typewritten,
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 stock  exchange on which
the Debt Securities may be listed, or to conform to usage.


                                      -11-
<PAGE>

      Only such of the Debt  Securities  as shall  bear  thereon  a  certificate
substantially  in the form of the certificate of  authentication  approved by or
pursuant  to a  Board  Resolution  or  established  in  one or  more  indentures
supplemental hereto,  manually executed by the Trustee or an agent designated by
the Trustee,  shall be valid or become obligatory for any purpose or entitle the
holder  thereof  to  any  right  or  benefit  under  this  Indenture,  and  such
certificate of authentication  upon any such Debt Security executed as aforesaid
shall be conclusive  evidence that the Debt Security so  authenticated  has been
duly  authenticated  and  delivered  hereunder  and that the  holder  thereof is
entitled to the benefits of this Indenture.

      Section  2.03.  The Debt  Securities  shall be  signed  in the name and on
behalf  of the  Corporation  by  the  original  or  facsimile  signature  of its
Chairman,  Vice  Chairman,  President,  or any Vice President and an original or
facsimile of its  corporate  seal shall be attested by the original or facsimile
signature of the  Secretary or an Assistant  Secretary of the  Corporation.  The
Debt  Securities  shall  then  be  delivered  to the  Trustee  or an  agent  for
authentication  so  designated  by the Trustee,  and  thereupon,  as provided in
Section  3.01,  the  Trustee  or  an  agent  designated  by  the  Trustee  shall
authenticate  and  deliver  such Debt  Securities.  In case any  officer  of the
Corporation who shall have signed any of the Debt  Securities  shall cease to be
such officer of the Corporation  before the Debt Securities so signed shall have
been actually authenticated and delivered, such Debt Securities may nevertheless
be issued,  authenticated,  and  delivered  as though the person who signed such
Debt Securities had not ceased to be such officer of the  Corporation;  and also
any of the Debt  Securities  may be signed on behalf of the  Corporation by such
persons as, at the actual date of the execution of such Debt  Securities,  shall
be the proper officers of the Corporation, although at the date of the execution
of this Indenture any such person was not such officer.

      Section  2.04.  Each  Debt  Security  shall  be  dated  the  date  of  its
authentication unless otherwise provided by or pursuant to a Board Resolution or
established in one or more indentures supplemental hereto.

      Unless otherwise  provided as contemplated by Section 2.01 with respect to
any series of Debt  Securities,  the person in whose name any Debt  Security  is
registered  in the  register  at the close of  business  on any Record Date with
respect to any applicable  interest payment date for such Debt Security shall be
entitled  to  receive  the  interest  payable  on  such  interest  payment  date
notwithstanding  the cancellation of such Debt Security upon any registration of
transfer or exchange  thereof  subsequent  to such 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 due on such  interest
payment date, the defaulted interest shall be paid to the persons in whose names
outstanding  Debt Securities are registered on a subsequent  record date for the
payment of such defaulted interest  established by notice given by mail by or on
behalf  of the  Corporation  to the  holders  of Debt  Securities  not less than
fifteen days preceding such subsequent  record date, such subsequent record date
to be not less than five days  preceding  the date of payment of such  defaulted
interest.

      Unless otherwise  provided as contemplated by Section 2.01 with respect to
any  series of Debt  Securities,  the  principal  of (and  premium,  if any) and
interest,  if any,  on the Debt  Securities  shall be  payable  at the office or
agency  of the  Corporation  maintained  for  such  purpose  in the  Borough  of
Manhattan,  The City of New York,  in such coin or currency of the


                                      -12-
<PAGE>

United States of America as at the time of payment shall be legal tender for the
payment of public and private  debts;  provided,  however,  that interest on the
Debt Securities may be paid by check mailed to the registered holders thereof at
their  addresses  as the same shall from time to time appear on the  register of
the Corporation.

      Notwithstanding the foregoing, a holder of $1,000,000 or more in aggregate
principal  amount of Debt Securities of any series of Global  Securities (or its
equivalent in a Foreign Currency,  if the currency unit is a Foreign  Currency),
whether  having  identical or different  terms and  provisions,  having the same
interest payment dates will be entitled to receive interest payments, other than
at Maturity, by wire transfer of immediately available funds if appropriate wire
transfer  instructions have been received in writing by the Trustee for the Debt
Securities  of such  series at least 15 days  prior to the  applicable  interest
payment  date. In addition to the  foregoing,  a holder of $1,000,000 or more in
aggregate principal amount of Debt Securities of any series of Global Securities
(or its  equivalent  in a Foreign  Currency,  if the currency  unit is a Foreign
Currency),  whether having  identical or different terms and provisions,  having
the same  Maturity  will be  entitled  to receive  payment at  Maturity  by wire
transfer  of  immediately   available   funds  if   appropriate   wire  transfer
instructions  have  been  received  in  writing  by the  Trustee  for  the  Debt
Securities of such series at least 15 days prior to Maturity; provided; however,
that such payments shall be made subject to applicable  laws and regulations and
only after surrender of the Global Securities to the Corporation,  the corporate
trust office or the Paying Agent or the London Paying Agent, as applicable,  for
such Global  Securities  not later than one Business Day prior to Maturity.  Any
wire  instructions  received by the Trustee  for the  Securities  of such series
shall remain in effect until revoked by the Holder.

      Unless otherwise provided or contemplated by Section 2.01, every permanent
Global  Security  will provide that  interest,  if any,  payable on any interest
payment  date will be paid to the  Depositary  or its  nominee  or any  clearing
agency or Paying Agent or London  Paying Agent or their  respective  nominees as
the registered owner and holder of the Global Security.

      Section 2.05. (a) Pending the preparation of definitive Debt Securities of
any  series,  the  Corporation  may execute  and cause to be  authenticated  and
delivered,  in  accordance  with the  terms of this  Indenture,  temporary  Debt
Securities  which  are  printed,  lithographed,  typewritten,  mimeographed,  or
otherwise produced, in any authorized  denomination,  substantially of the tenor
of the  definitive  Debt  Securities in lieu of which they are issued,  and with
such appropriate insertions,  omissions,  substitutions, and other variations as
the officers executing such Debt Securities may determine, as evidenced by their
execution of such Debt Securities.

      If temporary  Debt  Securities of any series are issued,  the  Corporation
will cause  definitive Debt Securities of the same series to be prepared without
unreasonable  delay.  After the preparation of definitive Debt  Securities,  the
temporary Debt Securities  shall be exchangeable  for definitive Debt Securities
of the same series,  containing the same terms as the temporary Debt  Securities
surrendered,  upon surrender of the temporary  Debt  Securities at the office or
agency of the Corporation in the Borough of Manhattan,  The City of New York, or
in such other  jurisdiction as may be designated in writing by the  Corporation,
as provided in Section 6.02,  without  charge to the Debt  Securityholder.  Upon
surrender for  cancellation  of any one or more temporary Debt  Securities,  the
Corporation  shall  execute  and  cause to be  authenticated  and


                                      -13-
<PAGE>

delivered in exchange therefor an equal aggregate principal amount of definitive
Debt  Securities  of  authorized  denominations  of the same  series and of like
tenor.  Until so exchanged,  the duly  authenticated  temporary Debt  Securities
shall in all respects be entitled to the same benefits  under this  Indenture as
definitive  Debt  Securities  of the same  series  authenticated  and  delivered
hereunder.

      (b) If the Corporation  shall establish  pursuant to Section 2.01 that the
Debt  Securities of a series are to be issued in whole or in part in the form of
one or more  Global  Securities,  then the  Corporation  shall  execute  and the
Trustee or an agent  designated by the Trustee shall, in accordance with Section
2.01 and pursuant to an Officer's  Order,  authenticate  and deliver one or more
Global  Securities in temporary or permanent  form that (i) shall  represent and
shall be denominated in an amount equal to the aggregate principal amount of the
outstanding  Debt  Securities  of such series to be  represented  by one or more
Global  Securities,  (ii) shall be registered in the name of the  Depositary for
such Global  Security or  Securities  or the nominee of such  Depositary,  (iii)
shall be delivered by the Trustee or an agent  designated by the Trustee to such
Depositary or pursuant to such Depositary's  instruction,  and (iv) shall bear a
legend substantially to the following effect:  "Unless and until it is exchanged
in whole or in part for Debt Securities in definitive form, this Global Security
may not be  transferred  except as a whole by the Depositary to a nominee of the
Depositary  or by a nominee  of the  Depositary  to the  Depositary  or  another
nominee  of  the  Depositary  or by the  Depositary  or any  such  nominee  to a
successor Depositary or a nominee of such Successor Depositary."

      Notwithstanding  any other provision of this Section 2.05 or Section 2.06,
unless  and until it is  exchanged  in whole or in part for Debt  Securities  in
definitive  form, a Global  Security  representing  all or a portion of the Debt
Securities  of a  series  may  not  be  transferred  except  as a  whole  by the
Depositary  for such series to a nominee of such  Depositary  or by a nominee of
such  Depositary to such  Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

      If at any time the Depositary for the Debt Securities of a series notifies
the Corporation that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary  for Debt  Securities
of a series  shall  no  longer  be  registered  or in good  standing  under  the
Securities  Exchange Act of 1934,  as amended,  or other  applicable  statute or
regulation, the Corporation shall appoint a successor Depositary with respect to
the Debt  Securities  of such  series.  If a successor  Depositary  for the Debt
Securities  of such series is not  appointed by the  Corporation  within 90 days
after the  Corporation  receives such notice or becomes aware of such condition,
the  Corporation  will  execute  and the Trustee or an agent  designated  by the
Trustee, upon receipt of an Officer's Order instructing the Trustee or its agent
to authenticate  and deliver  definitive  Debt  Securities of such series,  will
authenticate and deliver Debt Securities of such series in definitive form in an
aggregate  principal amount equal to the principal amount of the Global Security
or Securities  representing  such series in exchange for such Global Security or
Securities.

      The Corporation may at any time and in its sole discretion  determine that
the Debt  Securities  of any  series  issued  in the form of one or more  Global
Securities shall no longer be represented by such Global Security or Securities.
In such event, the Corporation will execute


                                      -14-
<PAGE>

and the  Trustee  or an agent  designated  by the  Trustee,  upon  receipt of an
Officer's Order instructing the Trustee or its agent to authenticate and deliver
Debt Securities of such series, will authenticate and deliver Debt Securities of
such series in definitive form and in an aggregate principal amount equal to the
amount of the Global Security or Securities representing such series in exchange
for such Global Security or Securities.

      If specified by the  Corporation  pursuant to Section 2.01 with respect to
Debt  Securities of a series,  the Depositary for such series of Debt Securities
may surrender a Global  Security for such series of Debt Securities in exchange,
in whole or in part,  for Debt  Securities of such series in definitive  form on
such terms as are acceptable to the Corporation and such Depositary.  Thereupon,
the  Corporation  shall  execute and the Trustee or an agent  designated  by the
Trustee,  upon receipt of an Officer's  Order,  shall  authenticate and deliver,
without charge,

            (i) to each person specified by the Depositary,  a new Debt Security
      or  Securities  of the  same  series  of any  authorized  denomination  as
      requested by such person in an aggregate  principal amount equal to and in
      exchange for such person's beneficial interest in the Global Security; and

            (ii) to the  Depositary,  a new Global  Security  in a  denomination
      equal to the  difference,  if any,  between  the  principal  amount of the
      surrendered  Global  Security and the aggregate  principal  amount of Debt
      Securities delivered to holders thereof.

      Upon the exchange of a Global  Security for Debt  Securities in definitive
form,  such Global  Security shall be cancelled by the Trustee.  Debt Securities
issued in  exchange  for a Global  Security  pursuant to this  Section  shall be
registered in such names and in such authorized  denominations as the Depositary
for such Global Security,  pursuant to instructions  from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Debt  Securities to the persons in whose names such Debt  Securities are so
registered.

      Section  2.06.  The  Corporation  will keep, at the office or agency to be
maintained by it in the Borough of  Manhattan,  The City of New York, or in such
other  jurisdiction  as may be  designated  in  writing by the  Corporation,  as
provided in Section  6.02,  a register for the  registration  of transfer of the
Debt Securities, as in this Indenture provided (the "register"),  which register
shall at all times be open for inspection by the Trustee. Such register shall be
in written  form or in any other form  capable of being  converted  into written
form within a reasonable time.

      Upon surrender for registration of transfer of any Debt Security at either
of such  offices or  agencies,  the  Corporation  shall  execute and cause to be
authenticated  and  delivered  a Debt  Security or Debt  Securities  of the same
series for an equal aggregate  principal amount, like tenor, and with a maturity
or  maturities  in  accordance  with the  terms of such  Debt  Security  or Debt
Securities,  in such authorized  denomination or denominations and registered in
such name or names as may be requested.

      Debt Securities in their several authorized denominations are exchangeable
for a Debt  Security  or Debt  Securities  of the  same  series,  in  authorized
denominations and an equal aggregate  principal  amount,  like tenor, and with a
maturity or  maturities  in  accordance  with the terms of such Debt Security or
Debt Securities. Debt Securities to be exchanged as aforesaid


                                      -15-
<PAGE>

shall be surrendered  for that purpose by the registered  holder thereof at such
office or agency and the Corporation shall execute and cause to be authenticated
and delivered, in exchange therefor, the Debt Security or Debt Securities of the
same  series  in such  authorized  denomination  or  denominations  as the  Debt
Securityholder making the exchange shall have requested and shall be entitled to
receive.  The  Corporation  shall  not be  required  to  make  any  exchange  or
registration  of  transfer  of (1) any  Debt  Security  which  shall  have  been
designated for redemption in whole or in part,  except,  in the case of any Debt
Security to be redeemed  in part,  the portion  thereof not to be so redeemed or
(2) any Debt  Security for a period of 15 days next  preceding  any selection of
Debt Securities for redemption.

      All Debt Securities presented or surrendered for registration of transfer,
exchange,  or payment shall (if so required by the Corporation,  the Trustee, or
any agent) be accompanied by a written instrument or instruments of transfer, in
form satisfactory to the Corporation,  the Trustee, or such agent, duly executed
by the registered holder or by his attorney duly authorized in writing.

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

      The Corporation, its agents, and the Trustee may deem and treat the person
in whose name any Debt Security is registered as the absolute owner of such Debt
Security (whether or not such Debt Security shall be overdue and notwithstanding
any notation of ownership or other writing thereon) for all purposes  whatsoever
(subject to the provisions set forth herein  relating to Record Dates and record
dates for the  payment of any  defaulted  interest),  and the  Corporation,  its
agents, and the Trustee shall not be affected by any notice to the contrary.

      No holder of any  beneficial  interest in any Global  Security held on its
behalf by a Depositary  shall have any rights under this  Indenture with respect
to such Global Security,  and such Depositary may be treated by the Corporation,
the  Trustee,  and any agent of the  Corporation  or the Trustee as the owner of
such Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing  herein  shall  impair,  as  between a  Depositary  and such  holders of
beneficial  interests,  the  operation  of  customary  practices  governing  the
exercise of the rights of the Depositary as holder of any Debt Security.

      Section  2.07.  In case any Debt  Security  shall  become  mutilated or be
destroyed,  lost or stolen, and subject to the conditions hereinafter set forth,
the Corporation in the case of a mutilated Debt Security shall,  and in the case
of a lost,  stolen, or destroyed Debt Security may, in its discretion,  execute,
and  thereupon  the  Trustee  or  an  agent  designated  by  the  Trustee  shall
authenticate and deliver, or cause to be authenticated and delivered, a new Debt
Security of the same series, tenor, and principal amount and bearing a different
number not contemporaneously  outstanding,  in exchange and substitution for and
upon  cancellation of the mutilated Debt Security or in lieu of and substitution
for the Debt Security so destroyed, lost, or stolen; provided,  however, that if
any such mutilated,  destroyed,  lost, or stolen Debt Security shall have become
payable upon the maturity  thereof,  the Corporation  may,  instead of issuing a
substitute  Debt  Security,  pay or authorize  the payment of such Debt Security
without requiring the


                                      -16-
<PAGE>

surrender  thereof  (except  in the  case of a  mutilated  Debt  Security).  The
applicant for any substitute Debt Security or for payment of any such mutilated,
destroyed,  lost, or stolen Debt Security shall furnish to the Corporation,  the
Trustee,  or any agent designated by the Trustee evidence  satisfactory to them,
in their discretion, of the ownership of and the destruction,  loss, or theft of
such Debt Security and shall furnish to the  Corporation  and the Trustee or any
agent  designated  by the  Trustee  indemnity  satisfactory  to  them,  in their
discretion,  and, if required, shall reimburse the Corporation,  the Trustee, or
any agent designated by the Trustee for all expenses (including counsel fees and
expenses) in connection with the preparation,  issue, and authentication of such
substitute Debt Security or the payment of such mutilated,  destroyed,  lost, or
stolen Debt Security, and shall comply with such other reasonable regulations as
the Corporation,  the Trustee, or any agent designated by the Trustee, or any of
them,  may  prescribe.  Any such new Debt  Security  delivered  pursuant to this
Section 2.07 shall constitute an additional  contractual  obligation on the part
of the Corporation, whether or not the allegedly destroyed, lost, or stolen Debt
Security shall be at any time  enforceable  by anyone,  and shall be equally and
proportionately  entitled to the benefits of this  Indenture with all other Debt
Securities of the same series issued hereunder.

      Section  2.08.  Subject to the  provisions  set forth  herein  relating to
Record Dates and record dates for the payment of any  defaulted  interest,  each
Debt Security  delivered pursuant to any provision of this Indenture in exchange
or  substitution  for,  or upon  registration  of  transfer  of,  any other Debt
Security of the same series  shall carry all the rights to interest  accrued and
unpaid, and to accrue, which were carried by such other Debt Security.

      Section 2.09. All Debt  Securities  included in any one series need not be
issued by the Corporation at the same time. Unless otherwise provided,  a series
may be reopened for issuances of additional  securities in such  securities upon
delivery of an Officer's Order to the Trustee.

      Section 2.10.  Unless otherwise  specified in accordance with Section 2.01
with respect to any series of Debt  Securities,  the following  provisions shall
apply:

            (a) subject to paragraph (b) below,  the principal of,  premium,  if
any,  and interest on Debt  Securities  of any series  denominated  in a Foreign
Currency or currency unit will be payable by the Corporation in Dollars based on
the equivalent of that Foreign  Currency or currency unit converted into Dollars
in the manner described in paragraphs (c) and (d) below.

            (b) It may be provided pursuant to Section 2.01 with respect to Debt
Securities of any series denominated in a Foreign Currency or currency unit that
holders of  beneficial  interests  in a Debt  Security  shall  have the  option,
subject to paragraph (d) below, to receive payments of principal of, premium, if
any, and interest on such Debt  Securities in such Foreign  Currency or currency
unit by  delivering  to the Trustee (or to any duly  appointed  Paying  Agent or
London Paying Agent) for such Debt Securities of that series a written election,
to be in form and substance  satisfactory to such Trustee (or to any such Paying
Agent or London  Paying  Agent),  not later  than the close of  business  on the
Election Date immediately  preceding the applicable payment date. If a holder so
elects to receive such payments in such Foreign  Currency or currency unit, such
election  will remain in effect for such holder until  changed by such holder by
written notice to the Trustee (or to any such Agent) for the Debt  Securities of


                                      -17-
<PAGE>

that series; provided, however, that any such change must be made not later than
the close of  business  on the  Election  Date  immediately  preceding  the next
payment  date to be effective  for the payment to be made on such payment  date;
and provided,  further, that no such change or election may be made with respect
to payments to be made on any Debt Security of such series with respect to which
an Event of Default has occurred,  the Corporation has exercised any defeasance,
satisfaction  or  discharge  options  pursuant  to  Article  Twelve or notice of
redemption  has been given by the  Corporation  pursuant to Article Four. If any
holder makes any such  election,  such  election will not be effective as to any
transferee of such Holder and such  transferee  shall be paid in Dollars  unless
such  transferee  makes an election as specified  above.  Any Holder of any such
Registered  Security  who  shall not have  delivered  any such  election  to the
Trustee (or to any duly  appointed  Paying Agent or London Paying Agent) for the
Debt  Securities  of such  series  not later than the close of  business  on the
applicable  Election Date will be paid the amount due on the applicable  payment
date in Dollars.

            (c) With respect to any Debt Securities of any series denominated in
a Foreign  Currency  or  currency  unit and  payable in  Dollars,  the amount of
Dollars so payable will be determined by the Currency  Determination Agent based
on the  highest  indicative  quotation  in The City of New York  selected by the
Currency Determination Agent at approximately 11:00 A.M., New York City time, on
the second  Business Day preceding the applicable  payment date.  Such selection
shall be made from  among the  quotations  appearing  on the bank  composite  or
multi-contributor  pages of three  recognized  foreign  exchange dealers (one of
which may be the  Currency  Determination  Agent).  The first three such foreign
exchange dealers selected by the Currency Determination Agent which are offering
quotes on the specified  Foreign  Currency shall be used. If such quotations are
unavailable  from at least three  recognized  foreign  exchange dealers payments
shall be made in the Foreign  Currency or currency unit.  All currency  exchange
costs  associated with any payment in Dollars on any such Registered  Securities
will be borne by the holder thereof by deductions from such payment.

            (d) If a Conversion  Event occurs with respect to a Foreign Currency
or currency unit in which Debt  Securities of any series are payable,  then with
respect to each date for the  payment of  principal  of,  premium,  if any,  and
interest on the Debt Securities of that series  occurring after the last date on
which such Foreign  Currency or currency unit was used, the Corporation may make
such payment in Dollars.  The Dollar amount to be paid by the Corporation to the
Trustee for the Debt Securities of such series and by such Trustee or any Paying
Agent  for the Debt  Securities  of such  series  to the  holders  of such  Debt
Securities with respect to such payment date shall be determined by the Currency
Determination  Agent on the basis of the Market  Exchange  Rate as of the second
Business Day preceding the applicable  payment date or, if such Market  Exchange
Rate is not then available,  on the basis of the most recently  available Market
Exchange Rate, or as otherwise established pursuant to Section 2.01 with respect
to such series of Debt Securities; provided; however, that if a Conversion Event
occurs with respect to the euro, the equivalent of the euro in Dollars as of any
date shall be  determined by the Currency  Determination  Agent on the following
basis:  The  Component  Currencies  of the euro for  this  purpose  shall be the
currency  amounts that were  components of the euro as of the last date on which
the ECU was used in the European Monetary System.  The equivalent of the euro in
Dollars  shall be  calculated  by  aggregating  the  Dollar  equivalents  of the
Component Currencies.  The Dollar equivalent of each of the Component Currencies
shall be determined by the applicable  Paying Agent,  London Paying Agent or the
Currency


                                      -18-
<PAGE>

Determination  Agent on the basis of the most recently available Market Exchange
Rates for such  components.  Any payment in respect of such Debt  Security  made
under such  circumstances  in Dollars  will not  constitute  an Event of Default
hereunder.

            (e) For purposes of this  Indenture the  following  terms shall have
the following meanings:

            A "Component  Currency" shall mean any currency which is a component
            currency of any currency unit.

            "Election  Date" shall mean, for the Debt  Securities of any series,
            the date specified pursuant to Section 2.01(18).

            (f)  Notwithstanding  any other provisions of this Section 2.10, the
following  shall apply:  (i) if the official unit of any  Component  Currency is
altered  by way of  combination  or  subdivision,  the  number  of units of that
currency as a component  shall be divided or multiplied in the same  proportion,
(ii)  if two  or  more  Component  Currencies  are  consolidated  into a  single
currency,  the amounts of those currencies as components shall be replaced by an
amount  in  such  single  currency  equal  to  the  sum of  the  amounts  of the
consolidated Component Currencies expressed in such a single currency,  (iii) if
any  Component  Currency is divided into two or more  currencies,  the amount of
that original Component Currency as a component shall be replaced by the amounts
of such two or more currencies having an aggregate value on the date of division
equal to the amount of the former  Component  Currency  immediately  before such
division  and (iv) in the event of an official  redenomination  of any  currency
(including,  without  limitation,  a  currency  unit),  the  obligations  of the
Corporation  to make payments in or with  reference to such currency on the Debt
Securities of any series shall,  in all cases, be deemed  immediately  following
such  redenomination  to be obligations to make payments in or with reference to
that amount of redenominated  currency  representing the amount of such currency
immediately before such redenomination.

            (g) All determinations  referred to in this Section 2.10 made by the
Currency  Determination  Agent shall be in its sole discretion and shall, in the
absence of manifest  error,  be  conclusive  for all  purposes  and  irrevocably
binding  upon the  holders  of the  applicable  Debt  Securities.  The  Currency
Determination  Agent shall  promptly give written  notice to the Trustee for the
Securities  of such series of any such decision or  determination.  The Currency
Determination  Agent shall have no liability for any determinations  referred to
in this Section 2.10 made by it.

            (h) The Trustee for the Debt Securities of a particular series shall
be fully justified and protected in relying and acting upon information received
by it from the Corporation and the Currency  Determination Agent with respect to
any of the matters  addressed in or  contemplated by this Section 2.10 and shall
not  otherwise  have  any  duty or  obligation  to  determine  such  information
independently.

      Section 2.11. If and so long as the Debt  Securities of any series (a) are
denominated  in a currency  unit or a currency  other than Dollars or (b) may be
payable in a currency unit or a currency other than Dollars, or so long as it is
required under any other


                                      -19-
<PAGE>

provision of this Indenture, then the Corporation shall maintain with respect to
each such series of  Securities,  or as so  required,  a Currency  Determination
Agent. The Corporation shall cause the Currency  Determination Agent to make the
necessary  foreign  exchange  determinations  at the  time  and  in  the  manner
specified pursuant to Section 2.10 for the purpose of determining the applicable
rate of  exchange  and for the  purpose of  converting  the issued  currency  or
currency  unit into the  applicable  payment  currency or currency  unit for the
payment of principal  (and premium,  if any) and interest,  if any,  pursuant to
Section 2.10.

      If the Currency  Determination  Agent shall  resign,  be removed or become
incapable of acting,  or if a vacancy  shall occur in the office of the Currency
Determination Agent for any cause, with respect to the Debt Securities of one or
more series,  the Corporation,  by an Officer's Order,  shall promptly appoint a
successor Currency  Determination  Agent or Currency  Determination  Agents with
respect to the Debt Securities of that or those series (it being understood that
any such successor Currency Determination Agent may be appointed with respect to
the Debt  Securities  of one or more or all of such  series and that at any time
there shall only be one  Currency  Determination  Agent with respect to the Debt
Securities of any particular series).

      No resignation of the Currency Determination Agent and no appointment of a
successor  Currency  Determination  Agent  pursuant to this Section shall become
effective  until  the  acceptance  of  appointment  by  the  successor  Currency
Determination  Agent as  evidenced  by a  written  instrument  delivered  to the
Corporation  and the  Trustee  of the  appropriate  series  of  Debt  Securities
accepting  such  appointment  executed by the successor  Currency  Determination
Agent.

      Section 2.12.  Subject to Section 2.10,  each reference to any currency or
currency unit in any Debt Security,  or in the Board  Resolution or supplemental
indenture relating thereto,  shall mean only the referenced currency or currency
unit and no other currency or currency unit.

      The Trustee and each Paying Agent and London Paying Agent shall  segregate
moneys,  funds and accounts  held by the Trustee and such Paying Agent or London
Paying Agent in one currency or currency unit from any moneys, funds or accounts
held in any other  currencies or currency units,  notwithstanding  any provision
herein  which would  otherwise  permit the Trustee or any Paying Agent or London
Paying Agent to commingle such amounts.

      Whenever any action or act is to be taken hereunder by the holders of Debt
Securities denominated in a Foreign Currency or currency unit, then for purposes
of determining the principal amount of Debt Securities held by such holders, the
aggregate  principal  amount  of the Debt  Securities  denominated  in a Foreign
Currency  or  currency  unit shall be deemed to be that  amount of Dollars  that
could be  obtained  for such  principal  amount  on the  basis of a spot rate of
exchange  specified to the Trustee for such series in an  Officers'  Certificate
for such  Foreign  Currency  or  currency  unit into  Dollars as of the date the
taking of such  action or act by the  holders  of the  requisite  percentage  in
principal amount of the Debt Securities is evidenced to such Trustee.


                                      -20-
<PAGE>

                                  ARTICLE THREE

                            ISSUE OF DEBT SECURITIES

      Section  3.01.  At any time and from time to time after the  execution and
delivery of this  Indenture  the  Corporation  may  deliver to the Trustee  Debt
Securities duly executed by the proper officers of the Corporation.  The Trustee
or an agent  designated by the Trustee shall  authenticate  and deliver the Debt
Securities pursuant to an Officer's Order.

      In  authenticating  such Debt  Securities,  and accepting  the  additional
responsibilities  under this Indenture in relation to such Debt Securities,  the
Trustee or any agent designated by the Trustee shall be entitled to receive, and
shall be fully protected in relying upon:

      (1) a copy of any Board  Resolution  by or  pursuant to which the terms of
such series were  established and, if applicable,  an appropriate  record of any
action taken pursuant to such resolution;

      (2) an executed supplemental indenture, if any;

      (3) an Officers' Certificate prepared in accordance with Section 15.04 and
which  shall  also  state  that the  Corporation  is not in  default  under  the
provisions of this Indenture; and

      (4) an Opinion of Counsel  prepared in accordance with Section 15.04 which
shall also state:

            (a) that the form of such Debt Securities has been established by or
      pursuant  to  a  Board  Resolution  or  by  a  supplemental  indenture  in
      conformity with the provisions of this Indenture;

            (b) that the terms of such Debt Securities have been  established by
      or  pursuant  to a Board  Resolution  or by a  supplemental  indenture  in
      conformity with the provisions of this Indenture;

            (c) that such Debt Securities,  when  authenticated and delivered by
      the  Trustee  or any agent  designated  by the  Trustee  and issued by the
      Corporation in the manner and subject to any conditions  specified in such
      Opinion of Counsel,  will constitute legal, valid, and binding obligations
      of the Corporation, enforceable in accordance with their terms, subject to
      bankruptcy,   insolvency,   reorganization,  and  other  laws  of  general
      applicability  relating to or  affecting  the  enforcement  of  creditors'
      rights and to general equity principles; and

            (d) that all laws and  requirements  in respect of the execution and
      delivery by the Corporation of the Debt Securities have been complied with
      and that authentication and delivery of the Debt Securities by the Trustee
      or any agent  designated by the Trustee will not violate the terms of this
      Indenture.


                                      -21-
<PAGE>

      Notwithstanding   the  provisions  of  this  Section  3.01,  if  all  Debt
Securities of a series are not to be originally issued at one time, it shall not
be  necessary to deliver the Board  Resolution,  Officers'  Certificate,  or the
Opinion of Counsel  otherwise  required  pursuant to this Section at or prior to
the  time of  authentication  of each  Debt  Security  of  such  series  if such
documents are delivered at or prior to the time of authentication  upon original
issuance of the first Debt Security of such series to be issued.

      After any such first delivery of Debt Securities of a series, any separate
request by the Corporation that the Trustee authenticate Debt Securities of such
series  for  original  issue  will  be  deemed  to  be a  certification  by  the
Corporation  that  all  conditions  precedent  provided  for in  this  Indenture
relating to authentication and delivery of such Debt Securities continue to have
been complied with.

      The Trustee  shall be entitled  pursuant to Section  15.04 to request such
additional  information and shall have the right to decline to authenticate  and
deliver  any Debt  Securities  under this  Section  3.01 if the  Trustee,  being
advised by counsel,  determines that such action may not lawfully be taken or if
the  Trustee  in good faith by its Board of  Directors  or  trustees,  executive
committee,  or a trust committee of directors or trustees and/or vice presidents
or assistant vice  presidents  shall determine that such action would expose the
Trustee  to  personal  liability  to  existing  Debt  Securityholders  or  would
adversely affect the Trustee's rights, duties,  obligations, or immunities under
this Indenture.

                                  ARTICLE FOUR

                          REDEMPTION OF DEBT SECURITIES

      Section 4.01. Debt Securities of any series which are redeemable  pursuant
to their terms shall be redeemable in accordance  with the terms and  provisions
thereof  and  in  accordance  with  this  Article  Four.  The  election  of  the
Corporation to redeem all or part of the Debt  Securities of any series shall be
evidenced by a Board Resolution.

      Section  4.02 In the event of  redemption  at any time of all or a part of
any series of Debt Securities,  the Corporation shall, at least 60 days prior to
the  redemption  date  (unless a shorter  notice  shall be  consented  to by the
Trustee),  give  written  notice to the  Trustee of the tenor and the  principal
amount of the Debt  Securities of such series to be redeemed and  specifying the
date on which it is proposed that notice of such  redemption  will be mailed and
the date of redemption.  After receipt of such notice,  if such redemption is of
only a part of a series of Debt  Securities,  the Trustee shall  select,  in any
manner deemed by the Trustee to be fair and appropriate,  the Debt Securities or
portions thereof (in multiples of $1,000 or such other authorized amounts) to be
redeemed and shall notify the  Corporation of the particular  Debt Securities or
portions thereof selected for redemption.

      On or prior to the date fixed for  redemption  specified  in the notice of
redemption  given as provided in this Section 4.02, the Corporation will deposit
with the Trustee or with any paying  agent (or if the  Corporation  is acting as
its own paying  agent,  segregate and hold in trust as provided in Section 6.03)
an amount of money sufficient to redeem on the date fixed for


                                      -22-
<PAGE>

redemption  all the Debt  Securities  called for  redemption at the  appropriate
redemption price,  together with accrued interest, if any, to the date fixed for
redemption.

      Section  4.03.  In case the  Corporation  shall  elect to redeem  any Debt
Securities or any portion  thereof  pursuant to this Article Four, it shall give
notice of its election to do so by mailing written  notice,  first class postage
prepaid,  at least 30 days prior to the redemption  date, to all holders of Debt
Securities to be redeemed,  addressed to them at their  respective  addresses as
the same shall then appear in the register of the Corporation.  Any notice which
shall be mailed in the manner herein provided shall be conclusively  presumed to
have been duly  given,  whether or not the holder  shall  receive  such  notice.
Failure to mail such notice,  or any defect in the notice mailed,  to the holder
of any Debt Security  designated  for redemption as a whole or in part shall not
affect the  validity of the  proceedings  for the  redemption  of any other Debt
Security.  The notice to each such holder shall state such  election on the part
of the  Corporation,  the redemption  date, the place of payment and redemption,
the  redemption  price,  and, in case of partial  redemption of a series of Debt
Securities,  the  particular  Debt  Securities  of such series to be redeemed in
whole or in part and, if a portion of any Debt  Security is to be redeemed,  the
amount of such portion, and that the interest, if any, on the Debt Securities or
portions  thereof  specified in such notice for redemption shall cease to accrue
on the redemption date.

      Notice  having  been so given by mail,  the Debt  Securities  or  portions
thereof so designated for redemption  shall, on the redemption date specified in
such notice, become due and payable at the redemption price thereof,  determined
as provided in the Board Resolution or supplemental  indenture establishing such
series;  provided,  however, that if the redemption date shall be the same as an
interest payment date, such interest shall be payable to the holders of the Debt
Securities on the applicable Record Date; and from and after the redemption date
so  specified  (unless  the  Corporation  shall  default  in the  payment of the
redemption  price)  interest,  if any,  on such  series  of Debt  Securities  or
portions  thereof  shall  cease to accrue  and,  upon  presentation  of the Debt
Securities of such series at said place of payment and  redemption in accordance
with said notice,  the Debt Securities of such series or portions  thereof shall
be paid by the  Corporation  at the  redemption  price  aforesaid.  If the  Debt
Securities  of such  series  or  portions  thereof  shall  not be so  paid  upon
presentation  thereof, the principal and the premium, if any (and, to the extent
that interest thereon shall be legally enforceable,  the interest),  included in
such redemption price shall,  until paid, bear interest from the redemption date
at the rate expressed in the Debt Securities.

      Upon  the  partial  redemption  of  any  Debt  Security  of an  authorized
denomination,  and upon the surrender thereof to the Trustee or any paying agent
and either payment by the Trustee or any paying agent of the redemption price of
the portion  thereof  called for redemption or the receipt by the Trustee or any
paying agent of evidence  satisfactory  to it of the payment of such  redemption
price, the Trustee or any agent designated by the Trustee shall authenticate and
deliver  to or on the order of the  registered  holder  of such  Debt  Security,
without charge, a new Debt Security or Debt Securities,  of the same series,  of
like tenor, and in an aggregate principal amount equal to the unredeemed portion
of the Debt Security or Debt Securities so  surrendered,  each new Debt Security
to be in such authorized  denomination as such registered holder may elect. If a
Global Security is so  surrendered,  such new Debt Security so issued shall be a
new Global Security.


                                      -23-
<PAGE>

      Section  4.04.  All Debt  Securities  redeemed  and paid  pursuant  to the
provisions of this Article Four shall be canceled and disposed of as provided in
Section  15.05,  and,  except  in the  case of  partial  redemption  of any Debt
Security, no Debt Security shall be issued under this Indenture in lieu thereof.

                                  ARTICLE FIVE

                                  SINKING FUNDS

      Section 5.01.  The  provisions of this Article Five shall be applicable to
any sinking fund established in or pursuant to a Board Resolution or one or more
indentures  supplemental  hereto for the  retirement  of Debt  Securities of any
series except as otherwise  specified or  contemplated  by Section 2.01 for Debt
Securities of such series.

      The minimum  amount of any sinking fund payment  provided for by the terms
of Debt Securities of any series is herein  referred to as a "mandatory  sinking
fund payment",  and any payment in excess of such minimum amount provided for by
the terms of Debt Securities of any series is herein referred to as an "optional
sinking fund  payment".  If provided for by the terms of Debt  Securities of any
series,  the cash amount of any sinking fund payment may be subject to reduction
as provided in Section  5.02.  Each sinking fund payment shall be applied to the
redemption of Debt Securities of any series as provided for by the terms of Debt
Securities of such series.

      Section 5.02. The Corporation (1) may deliver  outstanding Debt Securities
of a series (other than any  previously  called for  redemption)  that have been
held by the  Corporation  as treasury  securities  and (2) may apply as a credit
Debt  Securities of a series which have been redeemed  either at the election of
the  Corporation  pursuant to the terms of such Debt  Securities  or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Debt  Securities,  in each case in  satisfaction  of all or any part of any
sinking fund payment with respect to the Debt Securities of such series required
to be made pursuant to the terms of such Debt  Securities as provided for by the
terms  of such  series;  provided  that  such  Debt  Securities  have  not  been
previously so credited.  Such Debt Securities shall be received and credited for
such  purpose by the  Trustee at the  redemption  price  specified  in such Debt
Securities for redemption  through  operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

      Section  5.03.  Not less than 60 days prior to each  sinking  fund payment
date for any series of Debt  Securities,  the  Corporation  will  deliver to the
Trustee an  Officers'  Certificate  specifying  the  amount of the next  ensuing
sinking fund payment for that series  pursuant to the terms of that series,  the
portion  thereof,  if any,  which is to be satisfied by payment of cash, and the
portion  thereof,  if any,  which is to be satisfied by delivering and crediting
Debt Securities of that series pursuant to Section 5.02 and will also deliver to
the Trustee any Debt  Securities  to be so credited  which have not  theretofore
been delivered. Not less than 30 days before each such sinking fund payment date
the Trustee shall select the Debt  Securities of such series to be redeemed upon
such sinking fund payment date in the manner specified in Section 4.02 and cause
notice of the  redemption  thereof to be given in the name of and at the expense
of the  Corporation in the manner  provided in Section 4.03.  Such notice having
been duly given, the


                                      -24-
<PAGE>

redemption  of such  Debt  Securities  shall be made  upon the  terms and in the
manner stated in Sections 4.02 and 4.03.

                                   ARTICLE SIX

                     PARTICULAR COVENANTS OF THE CORPORATION

      The Corporation hereby covenants and agrees for the benefit of each series
of Debt Securities as follows:

      Section 6.01. The  Corporation  will duly and punctually pay the principal
of (and premium, if any, on) each of the Debt Securities of such series, and the
interest,  if any, which shall have accrued thereon,  at the dates and place and
in the manner mentioned in such Debt Security,  according to the true intent and
meaning thereof. The interest, if any, on any Debt Security of such series shall
be payable to the  registered  holder  thereof as shown on the  register  of the
Corporation  and as  provided  in  Section  2.04.  When  and as  paid,  all Debt
Securities  of such  series  shall be  canceled  and  disposed of as provided in
Section 15.05,  and no Debt Securities of such series shall be issued under this
Indenture in lieu thereof.

      Section 6.02.  If Debt  Securities of a series are issuable only as Global
Securities,  the  Corporation  will  maintain  in each Place of Payment for that
series an office or agency where Debt Securities of that series may be presented
or surrendered  for payment,  an office or agency where Debt  Securities of that
series may be  surrendered  for  registration  of transfer or exchange and where
notices  and  demands  to or upon  the  Corporation  with  respect  to the  Debt
Securities of that series and this Indenture may be served.  If Debt  Securities
of a series are issuable in definitive  form, the Corporation  will maintain (A)
an office or  agency  (which  may be the same  office or  agency)  in a Place of
Payment for that series in the United States where any Global Securities of that
series may be presented or surrendered for payment,  where any Global Securities
of that series may be  surrendered  for  registration  of  transfer,  where Debt
Securities of that series may be  surrendered  for  exchange,  where notices and
demands to or upon the  Corporation  in respect of the Debt  Securities  of that
series and this Indenture may be served and where definitive  securities of that
series and related  coupons may be presented or  surrendered  for payment in the
circumstances  described in the following  paragraph  (and not  otherwise),  (B)
subject to any laws or regulations applicable thereto, in a Place of Payment for
that  series  which is located  outside the United  States,  an office or agency
where Debt  Securities  of that series and related  coupons may be presented and
surrendered for payment; provided,  however, that if the Debt Securities of that
series are listed on the Stock  Exchange  or any other  stock  exchange  located
outside  the  United  States  and such  stock  exchange  shall so  require,  the
Corporation  will  maintain a Paying Agent for the  Securities of that series in
Luxembourg or any other required city located outside the United States,  as the
case may be, so long as the Debt  Securities  of that  series are listed on such
exchange,  and (C) subject to any laws or regulations  applicable  thereto, in a
Place of Payment for that series located  outside the United States an office or
agency  where any  Global  Securities  of that  series  may be  surrendered  for
registration  of  transfer,   where  Debt  Securities  of  that  series  may  be
surrendered  for  exchange  and  where  notices  and  demands  to  or  upon  the
Corporation in respect of the Debt  Securities of that series and this Indenture
may be served.  The  Corporation  will give prompt written notice to the Trustee
for the Debt  Securities of that series of the  location,  and any change in the
location, of any such office or agency. If at any


                                      -25-
<PAGE>

time the  Corporation  shall fail to maintain any such required office or agency
in respect of any series of Debt Securities or shall fail to furnish the Trustee
for  the  Debt  Securities  of  that  series  with  the  address  thereof,  such
presentations  (to  the  extent  permitted  by  law),  and  surrenders  of  Debt
Securities  of that  series may be made and  notices  and demands may be made or
served at the  corporate  trust office of such Trustee,  except that  securities
issued  in  definitive  form  of that  series  and the  related  coupons  may be
presented  and  surrendered  for  payment at the offices  specified  in the Debt
Security,  and the Corporation hereby appoint the same as their agent to receive
such respective presentations, surrenders, notices and demands.

      No payment of principal  (and  premium,  if any) or  interest,  if any, on
securities  issued in  definitive  form shall be made at any office or agency of
the  Corporation  in the United  States or by check mailed to any address in the
United States or by transfer to an account maintained with a bank located in the
United  States.  Payments  will not be made in respect of  securities  issued in
definitive form or coupons  appertaining thereto pursuant to presentation to the
Corporation  or  its   designated   Paying  Agents  within  the  United  States.
Notwithstanding the foregoing, payment of principal of (and premium, if any) and
interest,  if any, on any securities  issued in definitive form  denominated and
payable in Dollars will be made at the office of the Corporation's  Paying Agent
in the United States,  if, and only if, payment in Dollars of the full amount of
such  principal,  premium  or  interest,  as the case may be, at all  offices or
agencies  outside  the  United  States   maintained  for  that  purpose  by  the
Corporation  in  accordance  with  this  Indenture  is  illegal  or  effectively
precluded by exchange controls or other similar restrictions and the Corporation
has delivered to the Trustee an Opinion of Counsel to that effect.

      The  Corporation  may also from time to time  designate  one or more other
offices  or  agencies  (in or  outside  the  Place of  Payment)  where  the Debt
Securities of one or more series may be presented or surrendered  for any or all
of the  purposes  specified  above in this  Section  and may  from  time to time
rescind  such  designations;  provided,  however,  that no such  designation  or
rescission  shall in any manner  relieve the  Corporation  of its  obligation to
maintain  an office or agency in each Place of  Payment  for such  purpose.  The
Corporation  will  give  prompt  written  notice  to the  Trustee  for the  Debt
Securities of each series so affected of any such  designation or rescission and
of any change in the location of any such office or agency.

      Section 6.03. (a) The Corporation  agrees,  for the benefit of the holders
from time to time of the Debt Securities, that, until all of the Debt Securities
of the  applicable  series  are no longer  outstanding  or until  moneys for the
payment  of  all of  the  principal  of and  interest  on all  outstanding  Debt
Securities of such series shall have been made available at the principal office
of the Paying Agents,  whichever  occurs earlier,  there shall at all times be a
Paying Agent hereunder.  The Corporation  agrees, for the benefit of the holders
from time to time of the Debt  Securities  of any series  denominated  in euros,
that,  until all of the Debt  Securities of the applicable  series are no longer
outstanding  or until  moneys  for the  payment of all of the  principal  of and
interest on all outstanding Debt Securities of such series  denominated in euros
shall have been made  available  at the  principal  office of the London  Paying
Agent,  whichever  occurs  earlier,  there shall at all times be a London Paying
Agent hereunder.  The Corporation hereby appoints Bank One Trust Company,  N.A.,
at present  having an office at 153 W.51st  Street,  New York,  New York, as its
principal paying agent in New York, BNP Paribas, Securities Services,  Luxemburg
Branch,  at present  having an office at 23,  avenue de la Porte  Neuve,  20855,
Luxembourg,  and, to the extent any series of Debt Securities are denominated in
euros as


                                      -26-
<PAGE>

provided in Section  2.01,  Bank One NA,  London  Branch,  at present  having an
office at 27  Leadenhall  Street,  London  EC3A 1AA, as London  Paying  Agent in
respect of the Debt  Securities,  upon the terms and  subject to the  conditions
herein and  therein set forth,  it being  understood  that in their  capacity as
Paying Agents hereunder,  Bank One Trust Company,  N.A., BNP Paribas  Securities
Services,  Luxemburg Branch, and Bank One NA, London Branch,  will perform their
duties  exclusively  through their offices in New York,  Luxembourg  and London,
respectively.  The Paying  Agents and London  Paying Agent shall arrange for the
payment,  from funds furnished by the Corporation to the Paying Agents or London
Paying Agent, as applicable,  of the principal of and interest on each series of
Debt Securities on the date such payments  become due and payable.  With respect
to each series of Debt  Securities for which Bank One Trust  Company,  N.A., BNP
Paribas  Luxembourg  and Bank One NA, London  Branch,  serve as Paying Agents or
London  Paying  Agent,  such Paying Agent or London  Paying Agent shall have the
powers and authority  granted to and conferred upon them herein and in the notes
or other instrument evidencing such series of Debt Securities.

            (b) Until all of the Debt Securities are no longer outstanding,  the
Corporation shall appoint a Calculation  Agent. The Corporation  hereby appoints
Bank One Trust  Company,  N.A, at present having an office at 153 W.51st Street,
New York, New York, to act as  Calculation  Agent with respect to each series of
Debt  Securities  issued in Dollars  hereunder  and appoints Bank One NA, London
Branch, at present having an office at 27 Leadenhall Street, London EC3A 1AA, as
London  Calculation  Agent  with  respect  to each  series  of  Debt  Securities
denominated in euros,  upon the terms and subject to the  conditions  herein set
forth. The Calculation  Agent and the London  Calculation  Agent shall calculate
the  interest  applicable  to any  series  of  Debt  Securities  in  the  manner
established  pursuant  to  Section  2.01  hereof  and in  such  notes  or  other
instrument  evidencing  such series of Debt  Securities and shall  undertake all
other  services  hereinafter  described  upon  the  terms  and  subject  to  the
conditions  herein,  including,  but not limited to,  complying  with the notice
provisions  of Section  6.03(f)  hereof.  The  Calculation  Agent and the London
Calculation  Agent shall have the powers and authority  granted to and conferred
upon it herein and in the notes or other  instrument  evidencing  such series of
Debt Securities.

            (c)  Each  of the  Paying  Agents,  the  London  Paying  Agent,  the
Calculation  Agent and the London  Calculation Agent is herein referred to as an
"Agent" and they are referred to collectively as the "Agents".  Prior to issuing
any series of Debt Securities, the Corporation will cause such Agents to execute
and deliver to the Corporation (with a copy to the Trustee unless the Trustee or
the  Paying  Agent or the  Calculation  Agent  is also  such  Agent)  a  written
instrument in which such Agent shall agree to act as such hereunder,  subject to
the provisions of this Article.  The Corporation may also serve as Paying Agent,
London Paying Agent,  Calculation  Agent or London  Calculation Agent or appoint
any of its affiliates to serve as Paying Agent, London Paying Agent, Calculation
Agent or London  Calculation  Agent.  The  Corporation  will give to the Trustee
(unless the Trustee,  the Paying Agent or the London  Calculation  Agent is also
such Agent) written notice of any change in the location of any office or agency
of the  Agents  hereunder.  The  Corporation  shall  have  the  right to vary or
terminate the appointment of any such office or agency.

            (d) Each Agent  accepts its  obligations  set forth  herein upon the
terms and conditions hereof and thereof.  If an Agent shall change its specified
office, it shall give to


                                      -27-
<PAGE>

the  Corporation  and the Trustee  (unless the Trustee,  the Paying Agent or the
Calculation  Agent is also  such  Agent)  not less than 45 days'  prior  written
notice to that effect giving the address of the new office.

            (e) (i) The Calculation  Agent or the London  Calculation  Agent, as
applicable,  shall make all calculations with respect to the rate of interest on
floating  interest rate notes with respect to each series of Debt Securities and
shall  notify  (x) the  Corporation  and the  Trustee  (if  different  from  the
Calculation  Agent) in accordance  with Section  15.07,  and any Paying Agent or
London Paying Agent,  as  applicable,  with respect to such series in accordance
with  Section  6.03(f)  and to any stock  exchange  on which such series of Debt
Securities  are at the relevant time listed,  not later than 12:00 p.m.  (London
time,  in the case of Debt  Securities  denominated  in euros and 12:00 p.m. New
York City time, in the case of Debt  Securities  denominated  in Dollars) on the
date on which the rate of interest is to be determined  with respect to floating
interest  rate notes as  established  pursuant  to  Section  2.01 and (y) to the
registered  holders of any floating rate notes in accordance  with Section 15.07
as soon as  possible  after their  determination  but in no event later than the
second Business Day thereafter.

                  (ii) The Calculation Agent or the London Calculation Agent, as
applicable,  shall make all calculations  with respect to the amount of interest
and/or  principal  due  on  each  interest  payment  date  or  at  Maturity,  as
established  pursuant  to Section  2.01,  with  respect  to each  series of Debt
Securities and shall notify the  Corporation  and the Trustee (if different from
the Calculation  Agent) in accordance with Section 15.07 and any Paying Agent or
London Paying Agent,  as applicable,  in accordance  with Section  6.03(f),  not
later than 12:00 p.m.,  London time, in the case of Debt Securities  denominated
in euros  and 12:00  p.m.  New York City  time,  in the case of Debt  Securities
denominated in Dollars,  of such amount on the second  Business Day prior to the
date on which such interest and/or principal is due and payable.

            (f) Any notice or other communication required to be given hereunder
shall be delivered in person,  sent by letter or telecopier or  communicated  by
telephone (with prompt written confirmation by telecopy) to the Paying Agents or
London  Paying  Agent  at the  addresses  specified  in the  written  instrument
delivered to the Corporation by such Agent in accordance  with Section  6.03(c).
Any notice hereunder given by letter,  telecopy or telex shall be deemed to have
been received when it would have been received in the ordinary course of post or
transmission, as the case may be.

            (g) If the  Corporation  shall act as its own Paying Agent or London
Paying  Agent  with  respect to any series of Debt  Securities,  it will,  on or
before each due date of the principal of or interest on such series,  set aside,
segregate  and  hold in  trust  for  the  benefit  of the  holders  of the  Debt
Securities of such series a sum  sufficient to pay such principal or interest so
becoming due. The Corporation will promptly notify the Trustee of any failure to
take such action.

            (h) 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  Debt  Securities
hereunder,  or for any other reason,  pay or cause to be paid to the Trustee all
sums held in trust for any such series by the Corporation or any Paying Agent or
London Paying Agent hereunder, as required by this Section, such sums to


                                      -28-
<PAGE>

be held by the  Trustee  upon the same trusts as those upon which such sums were
held by the Corporation or such Paying Agent or London Paying Agent.

            (i) In order to  provide  for the  payment of the  principal  of and
interest on the Debt  Securities  of any series as the same shall become due and
payable  on any  payment  date,  the  Corporation  hereby  agrees to pay to such
account or at such offices of any Paying Agent in New York or  Luxembourg  or as
such Paying Agent shall specify in writing to the Corporation not less than five
Business Days prior to the payment date, in the currency of payment with respect
to the Debt Securities of such series as designated pursuant to Section 2.01, on
each interest payment date and at Maturity of the Debt Securities of such series
or any date fixed for redemption of the Debt  Securities of such series (in each
case determined in accordance  with the terms and conditions  applicable to such
series), in immediately  available funds available on such interest payment date
or at Maturity,  as the case may be, in an aggregate amount which (together with
any funds then held by the Paying Agent and available for the purpose)  shall be
sufficient  to pay the entire  amount of the  principal of and/or  interest,  as
applicable,  on the Debt Securities of such series becoming due on such interest
payment  date or at  Maturity,  and the Paying  Agent  shall hold such amount in
trust and apply it to the  payment of any such  principal  or  interest  on such
interest  payment date or at Maturity.  Unless  otherwise  specified as provided
above in this Section 6.03(i) or Section 6.03(j), such aggregate amount shall be
paid to the account of the Paying Agent in immediately  available funds no later
than  11:00  a.m.  (Paying  Agents'  time) on the  interest  payment  date or at
Maturity,  as the case may be. In the event any  Paying  Agent or London  Paying
Agent is not also the Trustee,  the Corporation  will cause such Paying Agent to
execute  and  deliver to the Trustee an  instrument  in which such Paying  Agent
shall agree (and by its  execution of this  Indenture,  the London  Paying Agent
hereby agrees) with the Trustee,  subject to the provisions of this Section 6.03
and of Section  12.03,  (1) that such Paying Agent and London Paying Agent shall
hold all sums held by such Paying  Agent or London  Paying Agent for the payment
of the  principal  of (and  premium,  if any) or  interest,  if any, on the Debt
Securities  of such  series in trust for the  benefit of the holders of the Debt
Securities  of such  series  until such sums shall be paid out to the holders of
the Debt  Securities  of such series or otherwise as herein  provided,  (2) that
such Paying Agent or London Paying Agent shall give to the Trustee notice of any
default by the Corporation or any other obligor upon the Debt Securities of such
series in the making of any  deposit  with such Paying  Agent and London  Paying
Agent for the payment of principal  (and premium,  if any) or interest,  if any,
which shall have become  payable  and of any default by the  Corporation  or any
other  obligor  upon the Debt  Securities  of such  series  in  making  any such
payment,  and (3) that such Paying Agent and London  Paying Agent shall,  at any
time during the continuance of any such default, upon the written request of the
Trustee, deliver to the Trustee all sums so held in trust by it.

            (j) Anything herein to the contrary notwithstanding, the Corporation
shall not later than 10.00 a.m. London time on each date on which any payment of
principal (and premium,  if any) or interest in respect of any of series of Debt
Securities denominated in euros becomes due and payable transfer to Bank One, NA
Frankfurt  A/C No.  1001701 or such other account as the London Paying Agent may
designate in writing in advance to the  Corporation  and the Trustee such amount
of euros as shall be  sufficient  for the  purposes of the payment of  principal
(and  premium,  if any) or  interest  (together  with any funds then held by the
London  Paying Agent and  available  for the purpose) in  immediately  available
funds or in such funds and at such times (being not later than 10.00 a.m. London
time on the relevant due date, or if the due


                                      -29-
<PAGE>

date is not a Business Day on which the Trans-European Automated Real-time Gross
Settlement  Express  Transfer  (TARGET)  System  is  open,  on  the  immediately
following  Business Day). The  Corporation  shall ensure that not later than the
second  Business  Day on which  the  Trans-European  Automated  Real-time  Gross
Settlement  Express Transfer  (TARGET) System is open immediately  preceding the
date on which any payment is to be made to the London Paying  Agent,  the London
Paying Agent shall receive a copy of an irrevocable  payment  instruction to the
bank through which the payment is to be made.

            (k) The foregoing provisions of this Section 6.03 are subject to the
provisions of Sections 12.04, 12.05 and 12.06.

      Section  6.04.  (a) After the date of the  execution  and delivery of this
Indenture  and  so  long  as any  Debt  Securities  shall  be  outstanding,  the
Corporation will not pledge or otherwise subject to any lien (any such pledge or
lien being hereinafter referred to as a "Lien") any of its property or assets to
secure indebtedness for money borrowed,  incurred, issued, assumed or guaranteed
by the  Corporation  without  thereby  expressly  securing  the due and punctual
payment of the  principal  of and  interest on the Debt  Securities  equally and
ratably  with any and all other  obligations  and  indebtedness  secured by such
Lien,  so long as any  such  other  obligations  and  indebtedness  shall  be so
secured;  provided,  however,  that  this  restriction  shall  not  prohibit  or
otherwise restrict:

            (i) the Corporation  from creating,  incurring or suffering to exist
upon any of its  property or assets any Lien in favor of any  subsidiary  of the
Corporation;

            (ii) the  Corporation  (A) from creating,  incurring or suffering to
exist a purchase  money Lien upon any such  property,  assets,  capital stock or
indebtedness acquired by the Corporation prior to, at the time of, or within one
year after (1) in the case of  physical  property  or  assets,  the later of the
acquisition,  completion of construction (including any improvements on existing
property) or commencement of commercial operation of such property or (2) in the
case of shares of capital stock,  indebtedness or other property or assets,  the
acquisition of such shares of capital stock,  indebtedness,  property or assets,
(B) from acquiring  property or assets subject to Liens existing  thereon at the
date of acquisition thereof, whether or not the indebtedness secured by any such
Lien  is  assumed  or  guaranteed  by the  Corporation,  or (C)  from  creating,
incurring or  suffering  to exist Liens upon any  property of any Person,  which
Liens exist at the time any such  Person is merged with or into or  consolidated
with the Corporation (or becomes a subsidiary of the Corporation) or which Liens
exist at the time of a sale or transfer of the  properties of any such Person as
an entirety or substantially as an entirety to the Corporation;

            (iii) the Corporation from creating, incurring or suffering to exist
upon any of its  property  or  assets  Liens in favor of the  United  States  of
America  or any State  thereof  or the  District  of  Colombia,  or any  agency,
department or other  instrumentality  thereof,  to secure  progress,  advance or
other payments  pursuant to any contract or provision of any statute  (including
maintaining  self-insurance  or  participating  in any fund in  connection  with
worker's  compensation,  disability benefits,  unemployment  insurance,  old age
pensions or other types of social  benefits,  or joining in any other provisions
or benefits available to companies participating in any such arrangements);


                                      -30-
<PAGE>

            (iv) the Corporation from creating,  incurring or suffering to exist
upon any of its property or assets Liens securing the  performance of letters of
credit,  bids,  tenders,  sales  contracts,   purchase  agreements,   repurchase
agreements, reverse repurchase agreements, bankers' acceptances,  leases, surety
and performance  bonds, and other similar  obligations  incurred in the ordinary
course of business;

            (v) the Corporation  from creating,  incurring or suffering to exist
Liens  upon  any  real  property  acquired  or  constructed  by the  Corporation
primarily for use in the conduct of its business;

            (vi) the  Corporation  from entering into any  arrangement  with any
Person  providing for the leasing by the  Corporation of any property or assets,
which  property  or  assets  have  been or will  be sold or  transferred  by the
Corporation  to such Person with the intention that such property or assets will
be leased back to the  Corporation,  if the obligations in respect of such lease
would not be included as  liabilities  on a  consolidated  balance  sheet of the
Corporation;

            (vii) the Corporation from creating, incurring or suffering to exist
upon  any of its  property  or  assets  Liens  to  secure  non-recourse  debt in
connection with the Corporation  engaging in any leveraged or single-investor or
other lease transactions, whether (in the case of Liens on or relating to leases
or groups of leases or the particular properties subject thereto) such Liens are
on the  particular  properties  subject  to any leases  involved  in any of such
transactions and/or the rental or other payments or rights under such leases or,
in the case of any group of  related  or  unrelated  leases,  on the  properties
subject  to the  leases  comprising  such  group  and/or on the  rental or other
payments or rights  under such  leases,  or on any direct or  indirect  interest
therein,  and whether (in any case) (A) such Liens are created  prior to, at the
time of,  or at any time  after the  entering  into of such  lease  transactions
and/or (B) such  leases  are in  existence  prior to, or be entered  into by the
Corporation  at  the  time  of or at any  time  after,  the  purchase  or  other
acquisition by the Corporation of the properties subject to such leases;

            (viii) the  Corporation  from  creating,  incurring  or suffering to
exist (A) other  consensual  Liens in the  ordinary  course of  business  of the
Corporation that secure indebtedness that, in accordance with generally accepted
accounting  principles,  would not be included in total  liabilities as shown on
the  Corporation's  consolidated  balance  sheet,  or (B) Liens  created  by the
Corporation in connection with any transaction intended by the Corporation to be
a sale of property or assets of the  Corporation,  provided  that such Liens are
upon any or all of the property or assets  intended to be sold,  the income from
such property or assets and/or the proceeds of such property or assets;

            (ix) the Corporation from creating,  incurring or suffering to exist
Liens on property or assets financed through tax-exempt  municipal  obligations,
provided that such Liens are only on the property or assets so financed;

            (x) any extension, renewal or replacement (or successive extensions,
renewals  or  replacements),  in  whole  or in  part,  of any of the  foregoing;
provided,  however,  that any such  extension,  renewal or replacement  shall be
limited to all or a part of the


                                      -31-
<PAGE>

property  or  assets  (or  substitutions  therefor)  which  secured  the Lien so
extended, renewed or replaced (plus improvements on such property); and

                  (xi) the Corporation from creating,  incurring or suffering to
exist any other Lien not otherwise permitted by any of the foregoing clauses (i)
through  (ix)  above  if  the  aggregate  amount  of  all  secured  debt  of the
Corporation  secured  by such  Liens  would not  exceed 10% of the excess of the
Corporation's  consolidated assets over the consolidated liabilities as shown on
the  Corporation's  most recent  audited  consolidated  financial  statements in
accordance with generally accepted accounting principles.

            (b) For the  purposes of this  Section  6.04,  any contract by which
title is retained  as security  (whether  by lease,  purchase,  title  retention
agreement or otherwise)  for the payment of a purchase  price shall be deemed to
be a purchase  money Lien.  Nothing in this Section 6.04 shall apply to any Lien
of any kind  upon any of the  properties  of any  character  of the  Corporation
existing on the date of execution and delivery of this Indenture.

            (c) Nothing  contained  in this  Section  6.04 or  elsewhere in this
Indenture  shall  prevent or be deemed to prohibit the  creation,  assumption or
guaranty by the  Corporation  of any  indebtedness  not secured by a Lien or the
issuance by the  Corporation  of any  debentures,  notes or other  evidences  of
indebtedness  not secured by a Lien,  whether in the ordinary course of business
or otherwise.

      Section  6.05.  On or before  April 30 in each year  (commencing  with the
first  April 30  which is not less  than 60 days  following  the  first  date of
issuance of Debt Securities of any series under this Indenture), the Corporation
will file with the  Trustee a brief  certificate  (which  need not  comply  with
Section  15.04),  signed  by the  principal  executive  officer,  the  principal
financial  officer,  or the  principal  accounting  officer of the  Corporation,
stating  whether  or  not  the  signer  has  knowledge  of  any  default  by the
Corporation in the  performance or  fulfillment of any covenant,  agreement,  or
condition contained in this Indenture,  and, if so, specifying each such default
of which the signer has knowledge,  the nature thereof, and what action, if any,
has been taken and is proposed to be taken to cure such default. For purposes of
this paragraph, such compliance shall be determined without regard to any period
of grace or requirement of notice  provided  under this  Indenture.  Within five
days after the occurrence  thereof,  the Corporation  will notify the Trustee in
writing of any failure by the  Corporation to pay any installment of interest or
any  principal  (or  premium,  if any)  which  with the  giving of notice by the
Trustee  would be an "event of default"  within the meaning of Section  7.01 (h)
hereof.

      Section 6.06. Anything in this Indenture to the contrary  notwithstanding,
the  Corporation  may fail or omit in any  particular  instance to comply with a
covenant  or  condition  set  forth in  Section  6.04 with  respect  to the Debt
Securities of any series if the  Corporation  shall have obtained and filed with
the Trustee, before or after the time for such compliance, evidence (as provided
in  Article  Eight) of the  consent of the  holders  of at least a  majority  in
aggregate  principal  amount  of such  series  of Debt  Securities  at the  time
outstanding,  either  waiving  such  compliance  in such  instance or  generally
waiving  compliance  with such covenant or  condition,  but no such waiver shall
extend to or affect any obligation not so waived or impair any right  consequent
thereon.


                                      -32-
<PAGE>

                                  ARTICLE SEVEN

                  REMEDIES OF TRUSTEE AND DEBT SECURITYHOLDERS

      Section 7.01. Except where otherwise indicated by the context or where the
term is otherwise  defined for a specific  purpose,  the term "event of default"
wherever used in this Indenture shall mean, with respect to a particular  series
of Debt Securities, one of the following described events:

            (a)  the  failure  of the  Corporation  to pay  any  installment  of
interest on any Debt Security of such series,  when and as the same shall become
due and payable,  which failure shall have continued  unremedied for a period of
30 days;

            (b) the  failure  of the  Corporation  to pay the  principal  of (or
premium,  if any,  on) any Debt  Security of such  series,  when and as the same
shall  become  payable,  whether at maturity as therein  expressed,  by call for
redemption,  by declaration of acceleration of maturity thereof as authorized by
this Indenture or otherwise;

            (c) the  failure of the  Corporation  to make or satisfy any sinking
fund payment or analogous obligation for such series, when and as the same shall
become due and payable;

            (d) the failure of the  Corporation,  subject to the  provisions  of
Section 6.06, to observe and perform any other of the covenants or agreements on
the part of the  Corporation  with  respect  to such  series  contained  in this
Indenture  (including any indenture  supplemental hereto or any Board Resolution
establishing the terms and provisions of such series),  which failure shall have
continued  unremedied to the satisfaction of the Trustee,  or without  provision
deemed by the Trustee to be adequate for the remedying thereof having been made,
for a period of 30 days  after  written  notice  shall  have  been  given to the
Corporation  by the Trustee by registered or certified  mail, or shall have been
given  to the  Corporation  and the  Trustee  by the  holders  of 25% or more in
principal  amount  of the  Debt  Securities  of such  series  then  outstanding,
specifying such failure and requiring the Corporation to remedy the same;

            (e) the entry by a court of  competent  jurisdiction  of a decree or
order,  unstayed on appeal or otherwise and in effect for 30 days,  adjudicating
the Corporation bankrupt or insolvent;

            (f) the entry by a court of  competent  jurisdiction  of a decree or
order  appointing a receiver or liquidator or trustee of the  Corporation  or of
substantially  all the  property of the  Corporation,  or  approving as properly
filed a petition seeking reorganization, arrangement, adjustment, or composition
of or in respect of the Corporation under Title 11 of the United States Code, as
now  constituted  or as  hereafter  in  effect,  or any other  Federal  or state
bankruptcy or other similar statute  applicable to the Corporation;  but only if
and when  such  decree  or order  shall  have  continued  unstayed  on appeal or
otherwise and in effect for 60 days;

            (g)  the  filing  by the  Corporation  of a  petition  in  voluntary
bankruptcy  under any of the provisions of any bankruptcy law; or the consenting
by the  Corporation to the filing of any bankruptcy or  reorganization  petition
against it under any such law; or (without


                                      -33-
<PAGE>

limitation of the generality of the foregoing) the filing by the  Corporation of
a petition  seeking  relief  under Title 11 of the United  States  Code,  as now
constituted or as hereafter in effect,  or any other Federal or state bankruptcy
or other similar statute  applicable to the Corporation,  as now or hereafter in
effect;  or the making by the  Corporation  of an assignment  for the benefit of
creditors;  or the admitting in writing by the  Corporation  of its inability to
pay its debts generally as they become due; or the consenting by the Corporation
to the  appointment of a receiver or liquidator or custodian or trustee of it or
of substantially all its property; or

            (h) any event of  default,  as  defined in any  mortgage,  indenture
(including  this  Indenture),  trust  agreement  or other  instrument  securing,
evidencing  or  providing  for any  evidence of  indebtedness  of, or assumed or
guaranteed by, the Corporation (other than indebtedness which is subordinated to
the Debt  Securities),  as a result  of which  such  indebtedness  in  excess of
$25,000,000 in aggregate  principal amount or such other amount set forth in any
indenture supplemental hereto or any Board Resolution establishing the terms and
provisions of any series of Debt  Securities  shall be or become due and payable
prior to the date on which the same would  otherwise  become due and payable and
such  acceleration  shall not have been annulled or rescinded  within 30 days of
notice of such acceleration  given to the Corporation by the Trustee,  or to the
Corporation and the Trustee by the holders of 25% or more in principal amount of
the outstanding Debt Securities of such series; provided, however, that, if such
event of default with respect to such other series of Debt  Securities  or under
such  indenture or instrument (as the case may be) shall be remedied or cured by
the Corporation or waived by the holders of such other series of Debt Securities
or the  holders  of such  indebtedness,  as the  case may be,  pursuant  to this
Indenture or such indenture or  instrument,  as the case may be, then unless the
maturity of the Debt  Securities of such series shall have been  accelerated  as
provided  herein,  the event of default  hereunder  by reason  thereof  shall be
deemed likewise to have been thereupon remedied, cured or waived without further
action  upon the part of either  the  Trustee  or the  holders  of such  series;
provided,  further, that, subject to the provisions of Sections 11.02 and 11.03,
the Trustee  shall not be charged  with  knowledge  of any such  default  unless
written notice thereof shall have been given to the Trustee by the  Corporation,
by the holder or an agent of the holder of any such indebtedness, by the trustee
then acting  under any  indenture or other  instrument  under which such default
shall  have  occurred,  or by the  holders  of not less  than  10% in  aggregate
principal amount of the outstanding Debt Securities of such series.

            (i) Any other  event of default  with  respect to any series of Debt
Securities  designated  in  an  indenture   supplemental  hereto  or  any  Board
Resolution  establishing  the  terms  and  provisions  of  any  series  of  Debt
Securities.

      Upon  receipt by a  Responsible  Officer  of the  Trustee of any notice of
default  pursuant to Section 7.01(d) with respect to Debt Securities of a series
all or part of which  is  represented  by a Global  Security,  the  Trustee  may
establish a record date in  accordance  with Section 8.04 of this  Indenture for
determining  holders of Outstanding  Debt  Securities of such series entitled to
join in such notice of  default,  or, if not  established  by the  Trustee,  the
record  date shall be  established  in  accordance  with the second  sentence of
Section 8.04 of this Indenture. If a record date is so established,  the holders
of Debt  Securities of such series on such record date, or their duly designated
proxies,  and only such  persons,  shall be  entitled  to join in such notice of
default,  whether or not such  holders  remain  holders  after such record date;
provided,  that  unless  holders  of at least  10% in  principal  amount  of the
Outstanding Debt


                                      -34-
<PAGE>

Securities of such series, or their proxies, shall have joined in such notice of
default prior to the day which is 60 days after such record date, such notice of
default  shall  automatically  and  without  further  action  by any  holder  be
cancelled and of no further effect.

      Section 7.02. If any one or more of the above-described  events of default
shall happen with respect to Debt  Securities of any series,  then,  and in each
and every such case,  during the  continuance of any such event of default,  the
Trustee or the holders of 25% or more in principal amount of the Debt Securities
of such series then outstanding may, and upon the written request of the holders
of a majority in  principal  amount of the Debt  Securities  of such series then
outstanding the Trustee shall,  declare the principal of all the Debt Securities
of such series (or, with respect to Original  Issue  Discount  Securities,  such
lesser  amount as may be  specified in the terms of such Debt  Securities)  then
outstanding  (if not then due and payable) to be due and  payable,  and upon any
such  declaration of acceleration of the maturity  thereof the same shall become
and be  immediately  due and payable,  anything in this Indenture or in the Debt
Securities  of such  series  contained  to the  contrary  notwithstanding.  This
provision,  however,  is subject to the condition that, if at any time after the
principal of the Debt Securities of a series (or, with respect to Original Issue
Discount Securities, such lesser amount as may be specified in the terms of such
Debt Securities) shall have been so declared to be due and payable,  all arrears
of interest, if any, upon all the Debt Securities of such series (with interest,
to  the  extent  that  interest   thereon  shall,  in  the  opinion  of  counsel
satisfactory to the Trustee, be legally enforceable, on any overdue installments
of interest  at the rate borne by the Debt  Securities  of such  series) and the
reasonable charges,  fees and expenses of the Trustee, its agents and attorneys,
and all other sums  payable  under this  Indenture  with  respect to such series
(except the  principal of the Debt  Securities of such series which would not be
due  and  payable  were  it not  for  such  declaration),  shall  be paid by the
Corporation,  and every other default and event of default under this  Indenture
with respect to the Debt  Securities of such series shall have been made good to
the  reasonable  satisfaction  of the Trustee or of the holders of a majority in
principal  amount of the Debt  Securities  of such series then  outstanding,  or
provision deemed by the Trustee or by such holders to be adequate therefor shall
have  been  made,  then and in every  such case the  holders  of a  majority  in
principal  amount of the Debt Securities of such series then outstanding may, on
behalf of the holders of all the Debt Securities of such series, waive the event
of  default  by reason of which the  principal  of the Debt  Securities  of such
series  shall have been so  declared  to be due and  payable and may rescind and
annul such declaration and its consequences;  but no such waiver, rescission, or
annulment  shall extend to or affect any subsequent  default or event of default
or impair any right consequent thereon.  Any declaration by the Trustee pursuant
to this  Section  7.02 shall be by written  notice to the  Corporation,  and any
declaration or waiver by the holders of Debt  Securities of a series pursuant to
this Section 7.02 shall be by written notice to the Corporation and the Trustee.

      Upon receipt by the Trustee of any written declaration of acceleration, or
waiver,  rescission, and annulment thereof, with respect to Debt Securities of a
series all or part of which is represented by a Global Security, the Trustee may
establish a record date for determining  holders of Outstanding  Debt Securities
of such series entitled to join in such declaration of acceleration,  or waiver,
rescission,  and annulment,  as the case may be, in accordance with Section 8.04
of this Indenture,  or, if not established by the Trustee, the record date shall
be  established in accordance  with the second  sentence of Section 8.04 of this
Indenture. If a record date is so established,  the holders on such record date,
or their duly designated  proxies,  and only


                                      -35-
<PAGE>

such persons, shall be entitled to join in such declaration of acceleration,  or
waiver,  rescission,  and  annulment,  as the case may be,  whether  or not such
holders  remain  holders  after such  record  date;  provided,  that unless such
declaration of acceleration,  or waiver,  rescission, and annulment, as the case
may be, shall have become effective by virtue of the requisite percentage having
been  obtained  prior to the day which is 60 days after such record  date,  such
declaration of acceleration,  or waiver,  rescission, and annulment, as the case
may be,  shall  automatically  and  without  further  action  by any  holder  be
cancelled and of no further effect.

      Section 7.03. If the Corporation shall fail for a period of 30 days to pay
any  installment of interest on any Debt Security of any series or shall fail to
pay the principal of (or premium,  if any, on) any of the Debt Securities of any
series when and as the same shall become due and  payable,  whether at maturity,
by call for redemption, pursuant to any sinking fund or analogous obligation, by
declaration  of  acceleration  of the  maturity  thereof as  authorized  by this
Indenture, or otherwise,  then, upon demand of the Trustee, the Corporation will
pay to the Trustee for the benefit of the holders of the Debt Securities of such
series then  outstanding  the whole  amount which then shall have become due and
payable on all Debt  Securities  of such  series,  with  interest on the overdue
principal  (and  premium,  if  any)  and  (so  far as the  same  may be  legally
enforceable)  on the overdue  installments  of interest at the rate borne by the
Debt  Securities  of such series (or,  with respect to Original  Issue  Discount
Securities,  at the rate  specified  in the  terms of such Debt  Securities  for
interest  on  overdue   principal   thereof  upon   maturity,   redemption,   or
acceleration)  and  reasonable  compensation  to the  Trustee,  its  agents  and
attorneys,  and any other  reasonable  expenses and liabilities  incurred by the
Trustee under this Indenture without negligence or bad faith.

      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 or
otherwise  as it shall  deem  advisable,  shall be  entitled  and  empowered  to
institute any action or proceeding at law or in equity for the collection of the
sums so due and  unpaid,  and may  prosecute  any such action or  proceeding  to
judgment or final  decree,  and may enforce  any such  judgment or final  decree
against the  Corporation  or any other  obligor upon such Debt  Securities,  and
collect the moneys  adjudged or decreed to be payable out of the property of the
Corporation or any other obligor upon such Debt Securities,  wherever  situated,
in the manner  provided by law. Every recovery of judgment in any such action or
other  proceeding,  subject to the payment of the expenses,  disbursements,  and
compensation of the Trustee, its agents and attorneys,  shall be for the ratable
benefit of the  holders of such Debt  Securities  which  shall be the subject of
such  action or  proceeding.  All rights of action upon or under any of the Debt
Securities  or  this  Indenture  may be  enforced  by the  Trustee  without  the
possession  of any of the Debt  Securities  and  without the  production  of any
thereof at any trial or any proceeding relative thereto.

      Section  7.04.  The Trustee for each series of Debt  Securities  is hereby
appointed,  and each and every  holder of Debt  Securities  of such  series,  by
receiving and holding the same,  shall be conclusively  deemed to have appointed
such  Trustee,  the  true  and  lawful  attorney-in-fact  of such  holder,  with
authority to make or file (whether or not the Corporation shall be in default in
respect of the payment of the principal of (or premium, if any) or interest,  if
any, on any of the Debt  Securities of such series),  in its own name as trustee
of  an  express  trust  or  otherwise  as  it  shall  deem  advisable,   in  any
receivership,  insolvency,  liquidation,  bankruptcy,  reorganization,  or other
judicial  proceedings relative to the Corporation or any other obligor upon such
Debt


                                      -36-
<PAGE>

Securities  or to their  respective  creditors or property,  any and all claims,
proofs  of  claim,  proofs  of  debt,  petitions,  consents,  other  papers  and
documents,  and  amendments of any thereof,  as may be necessary or advisable in
order  to have  the  claims  of the  Trustee  and of the  holders  of such  Debt
Securities  allowed in any such proceeding and to collect and receive any moneys
or other property  payable or deliverable on any such claim,  and to execute and
deliver any and all other papers and documents and to do and perform any and all
other acts and things, as it may deem necessary or advisable in order to enforce
in any such  proceedings  any of the claims of such  Trustee  and of any of such
holders  in  respect  of any of the  Debt  Securities  of such  series;  and any
receiver,  assignee,  custodian,  trustee,  or debtor in any such proceedings is
hereby  authorized,  and each and every  holder of the Debt  Securities  of such
series, by receiving and holding the same, shall be conclusively  deemed to have
authorized any such receiver, assignee,  custodian,  trustee, or debtor, to make
any such  payment or  delivery to or on the order of such  Trustee,  and, in the
event  that  such  Trustee  shall  consent  to the  making of such  payments  or
deliveries directly to the holders of the Debt Securities of such series, to pay
to such  Trustee  any amount due it for  compensation  and  expenses,  including
counsel  fees and  expenses,  incurred by it down to the date of such payment or
delivery;  provided,  however,  that nothing herein contained shall be deemed to
authorize or empower such Trustee to consent to or accept or adopt, on behalf of
any holder of Debt  Securities  of such series,  any plan of  reorganization  or
readjustment of the Corporation  affecting the Debt Securities of such series or
the rights of any holder  thereof,  or to  authorize  or empower such Trustee to
vote in respect of the claim of any holder of any Debt Securities of such series
in any such proceedings.

      Section 7.05. Any moneys collected by the Trustee under this Article Seven
shall be applied by the Trustee as follows:

      First:  To the payment of all amounts due the Trustee under this Indenture
and, in particular, Section 11.01 (a) hereof.

      Second:  To the payment of the  amounts  then due and unpaid upon the Debt
Securities  in respect of which such moneys shall have been  collected,  ratably
and without preference or priority of any kind, according to the amounts due and
payable  on such  Debt  Securities  at the  date  fixed by the  Trustee  for the
distribution  of such moneys,  upon  presentation  of such Debt  Securities  and
notation thereon of the payment,  if only partially paid, and upon the surrender
and cancellation thereof, if fully paid.

      Any surplus then  remaining  shall be paid to the  Corporation  or to such
other persons as shall be entitled to receive it.

      Section 7.06. Upon any sale made under any writ of execution issued on any
judgment for the recovery of the  indebtedness  evidenced by the Debt Securities
of any  series  or  recovered  under  this  Indenture,  any  purchaser  shall be
entitled, if and to the extent permitted by law, in making settlement or payment
of the purchase price of the property  purchased,  to present and to turn in and
use any of the Debt Securities of such series then matured and unpaid, such Debt
Securities being computed for that purpose at a sum equal to that which shall be
payable  out of the net  proceeds of such sale to such  purchaser  as the holder
thereof  for his share of such net  proceeds;  and, if the amounts so payable in
respect  of such Debt  Securities  shall be less than the  amount  for which the
Corporation may be liable thereon, then the receipt endorsed thereon


                                      -37-
<PAGE>

under the direction of any person  authorized to receive payment of the purchase
price for the amount to be so  allowed  or  credited  thereon  shall  constitute
partial  payment  and  settlement  and shall be  conclusive  proof of the amount
thereof.  At any such sale, any holder or holders of the Debt Securities of such
series may  directly,  or through one or more  agents,  bid for and purchase the
property  sold  for his or  their  own  account  and make  payment  therefor  as
aforesaid  or  otherwise  and may hold,  retain,  and  dispose of such  property
without further accountability.

      Section  7.07.  If any one or more of the events of default  described  in
Section  7.01 shall occur and be  continuing  with respect to any series of Debt
Securities,  the Trustee shall be entitled, if it shall so elect, as a matter of
right,  whether  or not the  principal  of (or  premium,  if any,  on) the  Debt
Securities  of such series or any thereof shall have been declared or shall have
become due and payable,  to the  appointment  of a receiver of any of or all the
property,  interests,  rights,  and  business  of  the  Corporation  and  of the
earnings,  rents,  issues,  and profits  thereof,  with such powers as the court
making such appointment shall confer;  provided,  however,  that nothing in this
Section  7.07  contained  shall  entitle  the  Trustee to the  appointment  of a
receiver of any  property  which shall at the time be subject to the lien of any
mortgage if,  pursuant to the provisions of such  mortgage,  such property shall
then be in the  possession  of the trustee  under such mortgage or a receiver of
such property shall have been appointed by a court of competent jurisdiction and
the appointment of such receiver shall then be in effect.

      Section  7.08.  The  holders  of a  majority  in  principal  amount of the
outstanding  Debt Securities of any series affected  thereby (each series voting
as one class) at the time outstanding may direct the time,  method, and place of
conducting any  proceeding for any remedy  available with respect to such series
to the Trustee  hereunder,  or of exercising any trust or power hereby conferred
upon the Trustee;  but,  subject to the provisions of Section 11.02, the Trustee
shall have the right to decline to follow any such  direction  if a  responsible
officer or officers of the Trustee shall  determine  that the action so directed
would be unjustly  prejudicial to the holders of Debt  Securities of such series
not joining  therein,  may not be lawfully taken or would involve the Trustee in
personal liability.

      Upon  receipt by the Trustee of any such  direction  with  respect to Debt
Securities of a series all or part of which is represented by a Global Security,
the Trustee may establish a record date in accordance  with Section 8.04 of this
Indenture for determining  holders of Outstanding Debt Securities of such series
entitled to join in such direction,  or, if not established by the Trustee,  the
record  date shall be  established  in  accordance  with the second  sentence of
Section 8.04 of this Indenture. If a record date is so established,  the holders
on such record date, or their duly  designated  proxies,  and only such persons,
shall be entitled to join in such direction,  whether or not such holders remain
holders after such record date; provided, that unless such majority in principal
amount  shall  have been  obtained  prior to the day which is 60 days after such
record date,  such direction shall  automatically  and without further action by
any holder be cancelled and of no further effect.

      Section  7.09. No holder of any Debt Security of any series shall have any
right to institute  any action,  suit, or proceeding at law or in equity for the
execution of any trust hereunder or for the appointment of a receiver or for any
other remedy  hereunder,  unless such holder  previously shall have given to the
Trustee for such series  written  notice of the  happening of one or more of the
events of default herein specified, and unless also the holders of a majority


                                      -38-
<PAGE>

in principal amount of the Debt Securities of such series then outstanding shall
have  requested  the  Trustee in writing to take action in respect of the matter
complained  of, and unless  also there  shall have been  offered to the  Trustee
security  and  indemnity  satisfactory  to it against the costs,  expenses,  and
liabilities  to be incurred  therein or thereby,  and the  Trustee,  for 30 days
after  receipt  of  such  notification,  request,  and  offer  of  security  and
indemnity,  shall have neglected or refused to institute any such action,  suit,
or  proceeding;  and such  notification,  request,  and  offer of  security  and
indemnity are hereby  declared in every such case to be conditions  precedent to
any such action, suit, or proceeding by any holder of any Debt Securities of any
series;  it being  understood and intended that no one or more of the holders of
Debt  Securities of any series shall have any right in any manner  whatsoever by
his or their action to enforce any right hereunder,  except in the manner herein
provided,  and that every action,  suit, or proceeding at law or in equity shall
be  instituted,  had, and  maintained in the manner herein  provided and for the
equal benefit of all holders of the outstanding  Debt Securities of such series;
provided,  however,  that nothing in this  Indenture  or in the Debt  Securities
contained  shall affect or impair the  obligation of the  Corporation,  which is
absolute and  unconditional,  to pay the principal of (and premium,  if any) and
interest,  if any, on the Debt Securities to the respective  holders of the Debt
Securities at the respective due dates in such Debt Securities  stated, or shall
affect or impair the right,  which is also absolute and  unconditional,  of such
holders  (without  their  consent)  to  institute  suit to enforce  the  payment
thereof.

      Section  7.10.  All parties to this  Indenture and the holders of the Debt
Securities  agree that the court may in its discretion  require,  in any action,
suit,  or  proceeding  for the  enforcement  of any right or remedy  under  this
Indenture,  or in any action,  suit, or  proceeding  against the Trustee for any
action  taken or omitted by it as Trustee,  the filing by any party  litigant in
such action,  suit,  or proceeding  of an  undertaking  to pay the costs of such
action,  suit, or proceeding,  and that such court may in its discretion  assess
reasonable  costs,  including  reasonable  attorneys'  fees,  against  any party
litigant in such action,  suit, or  proceeding,  having due regard to the merits
and good faith of the claims or defenses made by such party litigant;  provided,
however, that the provisions of this Section 7.10 shall not apply to any action,
suit,  or  proceeding  instituted  by the  Trustee,  to  any  action,  suit,  or
proceeding  instituted by any one or more holders of Debt Securities of a series
holding  in  the  aggregate  more  than  10% in  principal  amount  of the  Debt
Securities  of  such  series  then  outstanding,  or to  any  action,  suit,  or
proceeding  instituted by any holder of Debt  Securities for the  enforcement of
the payment of the principal of (or premium, if any) or interest, if any, on any
of the Debt  Securities  of such series,  on or after the  respective  due dates
expressed in such Debt Securities.

      Section 7.11. No remedy herein  conferred  upon or reserved to the Trustee
or to the holders of Debt  Securities  of any series is intended to be exclusive
of any other remedy or remedies,  and each and every remedy shall be  cumulative
and  shall be in  addition  to every  other  remedy  given  hereunder  or now or
hereafter  existing at law or in equity or by  statute.  No delay or omission of
the Trustee or of any holder of the Debt  Securities  to  exercise  any right or
power accruing upon any default shall impair any such right or power or shall be
construed to be a waiver of any such  default or an  acquiescence  therein;  and
every  power and remedy  given by this  Article  Seven to the Trustee and to the
holders of Debt  Securities of any series,  respectively,  may be exercised from
time to time and as often as may be deemed  expedient  by the  Trustee or by the
holders  of Debt  Securities  of such  series,  as the case may be.  In case the
Trustee or any holder of Debt  Securities of such series shall have proceeded to
enforce any right under this Indenture and


                                      -39-
<PAGE>

the  proceedings  for the  enforcement  thereof shall have been  discontinued or
abandoned  because  of  waiver  or for any  other  reason  or  shall  have  been
adjudicated adversely to the Trustee or to such holder of Debt Securities,  then
and in every such case the Corporation,  the Trustee and the holders of the Debt
Securities of such series shall severally and  respectively be restored to their
former positions and rights hereunder and thereafter all rights,  remedies,  and
powers of the  Trustee  shall  continue as though no such  proceedings  had been
taken, except as to any matters so waived or adjudicated. The provisions of this
Section 7.11 are subject to the provisions of Section 7.09.

      Section 7.12. The holders of not less than a majority in principal  amount
of the outstanding Debt Securities of any series may on behalf of the holders of
all the  outstanding  Debt  Securities  of such  series  waive any past  default
hereunder  with  respect  to  the  Debt   Securities  of  such  series  and  its
consequences, except a default

            (a) in the  payment  of the  principal  of (or  premium,  if any) or
interest on any Debt Securities of such series, or

            (b) in respect of a covenant or  provision of this  Indenture  which
under Article  Fourteen cannot be modified or amended without the consent of the
holder of each outstanding Debt Security of such series affected.

      Upon any such waiver,  such default shall cease to exist, and any event of
default described in Section 7.01 arising therefrom shall be deemed to have been
cured,  for every purpose of this Indenture,  but no such waiver shall extend to
any subsequent or other default or impair any right consequent thereon.

      Section  7.13.  If, for the  purpose of  obtaining a judgment in any court
with respect to any  obligation of the  Corporation  hereunder or under any Debt
Security or any related  coupon,  it shall become  necessary to convert into any
other  currency or currency unit any amount in the currency or currency unit due
hereunder or under such Debt Security or coupon,  then such conversion  shall be
made by the  Currency  Determination  Agent at the  Market  Exchange  Rate as in
effect on the date of entry of the judgment (the "Judgment  Date").  If pursuant
to any such judgment, conversion shall be made on a date (the "Substitute Date")
other than the Judgment  Date and there shall occur a change  between the Market
Exchange Rate as in effect on the Judgment Date and the Market  Exchange Rate as
in effect on the Substitute Date, the Corporation  agrees to pay such additional
amounts,  if any, as may be necessary to ensure that the amount paid is equal to
the amount in such other currency or currency unit which,  when converted at the
Market  Exchange  Rate as in effect on the  Judgment  Date,  is the  amount  due
hereunder  or under  such Debt  Security  or  coupon.  Any  amount  due from the
Corporation  under this Section 7.13 shall be due as a separate  debt and is not
to be affected by or merged into any judgment  being obtained for any other sums
due  hereunder  or in  respect  of any Debt  Security  or  coupon.  In no event,
however,  shall the  Corporation  be  required  to pay more in the  currency  or
currency  unit due hereunder or under such Debt Security or coupon at the Market
Exchange  Rate as in effect on the Judgment  Date than the amount of currency or
currency  unit stated to be due  hereunder or under such Debt Security or coupon
so that in any event the Corporation's  obligations hereunder or under such Debt
Security  or  coupon  will be  effectively  maintained  as  obligations  in such
currency or currency unit, and the Corporation shall be entitled to withhold


                                      -40-
<PAGE>

(or be  reimbursed  for,  as the case may be) any excess of the amount  actually
realized upon any such conversion on the Substitute Date over the amount due and
payable on the Judgment Date.

                                  ARTICLE EIGHT

                       CONCERNING THE DEBT SECURITYHOLDERS

      Section 8.01.  Whenever in this  Indenture it is provided that the holders
of a specified  percentage or a majority in aggregate  principal  amount of Debt
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  or majority  have joined  therein may be
evidenced (1) by any  instrument or any number of  instruments  of similar tenor
executed by Debt  Securityholders in person or by an agent or proxy appointed in
writing,  or (2) by the record of the holders of Debt Securities voting in favor
thereof  at any  meeting  of  Debt  Securityholders  duly  called  and  held  in
accordance  with the provisions of Article Nine, or (3) by a combination of such
instrument  or  instruments  and  any  such  record  of such a  meeting  of Debt
Securityholders.

      Section 8.02.  Subject to the  provisions of Section  11.02,  proof of the
execution of any instrument by a Debt  Securityholder  or his agent or proxy and
proof  of the  holding  by any  person  of any of the Debt  Securities  shall be
sufficient if made in the following manner:

      The fact and date of the  execution  by any person of any such  instrument
may be proved in any reasonable manner acceptable to the Trustee.

      The  ownership  of Debt  Securities  may be proved by the register of such
Debt Securities or by a certificate of the registrar thereof.

      The  record of any Debt  Securityholders'  meeting  shall be proved in the
manner provided in Section 9.06.

      Section  8.03.  In  determining  whether  the  holders  of  the  requisite
principal  amount of the Debt  Securities  of any or all  series  have given any
direction,  request,  waiver,  or consent under this Indenture,  Debt Securities
which  are  owned  by  the  Corporation  or by any  other  obligor  on the  Debt
Securities or by any person  directly or indirectly  controlling,  or controlled
by, or under direct or indirect common control with, the Corporation or any such
other obligor shall be  disregarded,  except that for the purpose of determining
whether  the  Trustee  shall be  protected  in  relying  on any such  direction,
request,  or consent,  only Debt Securities which the Trustee knows are so owned
shall be  disregarded.  Debt Securities so owned which have been pledged in good
faith may be regarded as  outstanding  for purposes of this Section 8.03, if the
pledgee shall  establish to the  satisfaction of the Trustee the pledgee's right
to vote such Debt  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 or any such other obligor. In case of a dispute as
to such right, any decision by the Trustee taken upon and in accordance with the
advice of counsel shall be full protection to the Trustee.


                                      -41-
<PAGE>

      Section 8.04. The Corporation  may set a record date in the  circumstances
permitted by the Trust  Indenture Act for the purpose of determining the holders
of Debt Securities of any series  entitled to give or take any request,  demand,
authorization,  direction,  notice, consent, waiver, or other action, or to vote
on any action  authorized  or  permitted to be given or taken by holders of Debt
Securities  of such  series.  If not set by the  Corporation  prior to the first
solicitation  of a holder of Debt  Securities  of such  series in respect of any
such action, or, in the case of any such vote, prior to such vote, or if not set
by the Trustee in accordance  with (1) Section 7.01, upon receipt by the Trustee
of any notice of default  pursuant to Section  7.01(d),  (2) Section 7.02,  upon
receipt by the Trustee of any written  declaration of  acceleration of maturity,
or waiver,  rescission, and annulment thereof, or (3) Section 7.08, upon receipt
by the Trustee of any direction of the time, method and place for conducting any
proceeding for any remedy available, each such notice, declaration, or direction
given  with  respect  to Debt  Securities  of a  series  all or part of which is
represented  by a Global  Security,  the record date for any such action,  vote,
notice,  declaration, or direction shall be the 30th day (or, if later, the date
of the most recent list of holders  required to be provided  pursuant to Section
10.03)  prior  to  such  first  solicitation,   vote,  notice,  declaration,  or
direction,  as the case may be.  With regard to any record date for action to be
taken by the holders of one or more series of Debt Securities,  only the holders
of Debt  Securities  of such  series  on such  date (or  their  duly  designated
proxies) shall be entitled to give or take, or vote on, the relevant action.

                                  ARTICLE NINE

                         DEBT SECURITYHOLDERS' MEETINGS

      Section 9.01. A meeting of Debt  Securityholders  of any or all series may
be called at any time and from time to time  pursuant to the  provisions of this
Article Nine 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 consent to the waiving of any
      default  hereunder  and its  consequences,  or to take  any  other  action
      authorized  to be taken  by Debt  Securityholders  pursuant  to any of the
      provisions of Article Seven;

            (2) to remove the  Trustee  for any series and  appoint a  successor
      Trustee for such series pursuant to the provisions of Article Eleven;

            (3) to  consent  to the  execution  of an  indenture  or  indentures
      supplemental hereto pursuant to the provisions of Section 14.02; 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 Debt
      Securities  of any  or all  series  under  any  other  provision  of  this
      Indenture or under applicable law.

      Section  9.02.  The  Trustee  may  at any  time  call a  meeting  of  Debt
Securityholders  of any or all  series to take any action  specified  in Section
9.01, to be held at such time and at such place as the Trustee shall  determine.
Notice of every meeting of the Debt Securityholders of any or all series setting
forth the time and the place of such  meeting  and in  general  terms the action
proposed to be taken at such meeting, shall be mailed by the Corporation,  first
class


                                      -42-
<PAGE>

postage  prepaid,  not later than the  twentieth day prior to the date fixed for
such meeting,  to all Debt  Securityholders  of the  applicable  series at their
addresses as the same shall then appear in the register of the Corporation.

      Section  9.03.  In case at any time the  Corporation,  pursuant to a Board
Resolution,  or the holders of at least 10% in aggregate principal amount of the
Debt  Securities  of any or all series,  as the case may be,  then  outstanding,
shall have  requested the Trustee to call a meeting of Debt  Securityholders  of
any or all series,  by written  request  setting forth in reasonable  detail the
action  proposed  to be taken at the  meeting,  and the  Trustee  shall not have
mailed the notice of such meeting  within 20 days after receipt of such request,
then the  Corporation or the holders of such Debt Securities in the amount above
specified  may  determine  the time and place 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.   To  be   entitled   to  vote  at  any  meeting  of  Debt
Securityholders a person shall be (a) a holder of one or more Debt Securities of
a  series  with  respect  to which a  meeting  is  being  held,  or (b) a person
appointed as a proxy by an instrument  executed by such holder. The only persons
who  shall  be  entitled  to be  present  or to  speak  at any  meeting  of Debt
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.  Notwithstanding any other provisions of this Indenture, the
Trustee may make such  reasonable  regulations  as it may deem advisable for any
meeting  of Debt  Securityholders,  in  regard to proof of the  holding  of Debt
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. Except as otherwise
permitted or required by any such  regulations,  the holding of Debt  Securities
shall be proved in the manner  specified in Section 8.02 and the  appointment of
any proxy shall be proved in the manner  specified  in Section 8.02 or by having
the signature of the person  executing the proxy  witnessed or guaranteed by any
trust company,  bank,  banker, or stock exchange member firm satisfactory to the
Trustee.

      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 Debt  Securityholders  as provided in Section  9.03, in which
case the  Corporation or the Debt  Securityholders  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 Debt Securities represented
at the meeting and entitled to vote.

      Subject  to the  provisions  of Section  8.03,  at any  meeting  each Debt
Securityholder  or proxy shall be entitled to one vote for each $1,000 principal
amount or such other amount established pursuant to Section 2.01 (in the case of
Original Issue Discount  Securities or Debt Securities  denominated in a foreign
currency or currencies,  such  principal  amount to be determined as provided in
the definition of "Outstanding" in Section 1.02) of Debt


                                      -43-
<PAGE>

Securities held or represented by him; provided,  however, that no vote shall be
cast or counted at any meeting in respect of any such Debt  Security  challenged
as  not  outstanding  and  ruled  by  the  chairman  of  the  meeting  to be not
outstanding.  The chairman of the meeting shall have no right to vote other than
as stated in Section  9.04.  Any  meeting of Debt  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.

      At any meeting of Debt Securityholders, the presence of persons holding or
representing Debt Securities in an aggregate principal amount sufficient to take
action upon the  business for the  transaction  of which such meeting was called
shall be  necessary  to  constitute  a  quorum;  but,  if less  than a quorum be
present,  the persons  holding or representing a majority of the Debt Securities
properly  represented  at the  meeting may adjourn  such  meeting  with the same
effect, for all intents and purposes, as though a quorum had been present.

      Section  9.06.  The vote upon any  resolution  submitted to any meeting of
Debt  Securityholders  shall be by written  ballots on which shall be subscribed
the signatures of the holders of Debt Securities or of their  representatives by
proxy  and  the  principal  amount  (in  the  case of  Original  Issue  Discount
Securities or Debt Securities  denominated in a foreign  currency or currencies,
such  principal  amount  to be  determined  as  provided  in the  definition  of
"Outstanding" in Section 1.02) of the Debt Securities of the appropriate  series
held or represented by them. The permanent chairman of the meeting shall appoint
two  inspectors  of votes who shall  count all votes cast at the  meeting for or
against any  resolution  and who shall make and file with the  secretary  of the
meeting  their  verified  written  reports in duplicate of all votes cast at the
meeting.  A record in  duplicate  of the  proceedings  of each  meeting  of Debt
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 affidavits by one or more persons having
knowledge  of the facts  setting  forth a copy of the notice of the  meeting and
showing  that said  notice was mailed as provided  in Section  9.02.  The record
shall be signed and verified by the  affidavits  of 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.  With
the latter there shall also be delivered to the Trustee the ballots voted at the
meeting.

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

      Section  9.07.  Nothing  contained in this Article Nine shall be deemed or
construed  to  authorize  or permit,  by reason of any call of a meeting of Debt
Securityholders  of any or all  series  or any  rights  expressly  or  impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights  conferred  upon or  reserved  to the Trustee or to the Debt
Securityholders  of any or all  series  under  any  of the  provisions  of  this
Indenture or of such series of Debt Securities.


                                      -44-
<PAGE>

                                   ARTICLE TEN

   REPORTS BY THE CORPORATION AND THE TRUSTEE AND DEBT SECURITYHOLDERS' LISTS

      Section  10.01.  The  Trustee  shall  transmit  to  the  holders  of  Debt
Securities  for which it serves as Trustee within 60 days after April 15 of each
year  commencing with the year in which Debt Securities of any series are issued
under this  Indenture,  a brief report  dated as of such April 15 that  complies
with  Section  313(a) of the Trust  Indenture  Act of 1939 if  required  by such
Section 313(a).  The Trustee also shall comply with Sections  313(b)(2),  313(c)
and 313(d) of the Trust Indenture Act of 1939.

      The  Corporation  will reimburse the Trustee for all expenses  incurred in
the  preparation  and  transmission  of any report pursuant to the provisions of
this Section 10.01 and of Section 10.02.

      Section 10.02. (a) The Corporation  will file with the Trustee,  within 15
days  after  the  Corporation  shall be  required  so to file the same  with the
Securities  and  Exchange  Commission,  copies of the annual  reports and of the
information,  documents, and other reports which the Corporation may be required
to file with the Securities and Exchange  Commission  pursuant to the provisions
of  Section  13 or Section  15 (d) of the  Securities  Exchange  Act of 1934 (or
copies of such portions of any of the foregoing as the  Securities  and Exchange
Commission may by rules and  regulations  prescribe);  or, if the Corporation is
not  required  to  file  information,  documents,  or  reports  pursuant  to the
provisions of either of such Sections,  then the Corporation  will file with the
Trustee and the Securities and Exchange Commission, in accordance with rules and
regulations  prescribed by the Securities and Exchange  Commission,  such of the
supplementary  and periodic  information,  documents,  and reports  which may be
required pursuant to the provisions of 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 in such rules and regulations.

      (b) The  Corporation  will file with the  Trustee and the  Securities  and
Exchange Commission,  in accordance with rules and regulations prescribed by the
Securities and Exchange 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 by such rules and
regulations.

      (c) The  Corporation  will  transmit  to the  holders of Debt  Securities,
within 30 days after the filing thereof with the Trustee (unless some other time
shall be fixed by the Securities and Exchange  Commission) and in the manner and
to the extent  provided in subdivision  (c) of Section 10.01,  such summaries of
any information,  documents, and reports required to be filed by the Corporation
pursuant to the provisions of subdivisions  (a) and (b) of this Section 10.02 as
may be  required  by rules and  regulations  prescribed  by the  Securities  and
Exchange Commission.

      Section 10.03.  (a) The Corporation  will furnish or cause to be furnished
to the Trustee semiannually,  not more than 15 days after each Record Date for a
series of Debt


                                      -45-
<PAGE>

Securities,  a list, in such form as the Trustee may reasonably  require, of the
names and  addresses of the holders of the Debt  Securities of such series as of
such Record Date, and at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Corporation of any such request,  a list
of similar form and content as of a date not more than 15 days prior to the time
such  list is  furnished,  but so  long  as the  Trustee  is the  Debt  Security
registrar, no such lists shall be required to be furnished.

            (b) The Trustee will  preserve,  in as current form as is reasonably
practicable,  all  information  as to the names and addresses of holders of Debt
Securities  so furnished to it or received by it in the capacity of paying agent
or Debt Security  registrar,  if acting as such. The Trustee may (1) destroy any
information furnished to it as provided in subdivision (a) of this Section 10.03
upon receipt of new similar  information so furnished to it; and (2) destroy any
information  received  by it as  paying  agent  or Debt  Security  registrar  in
connection with an interest payment, upon receipt of new similar information but
not until 45 days after a subsequent interest payment shall have been made.

            (c) Within  five  business  days after  receipt by the  Trustee of a
written  application  by any three or more  holders  of Debt  Securities  of any
series stating that such holders  (hereinafter  in this  subdivision  (c) called
such applicants)  desire to communicate with other holders of Debt Securities of
such series  with  respect to their  rights  under this  Indenture  or under the
series of Debt  Securities,  and  accompanied  by a copy of the form of proxy or
other communication which such applicants propose to transmit, and by reasonable
proof that each such  applicant  has owned a Debt  Security of such series for a
period  of at least  six  months  preceding  the date of such  application,  the
Trustee will, at its election, either:

            (1) afford to such applicants  access to all  information  furnished
      to, or  received  by,  and  preserved  by,  the  Trustee  pursuant  to the
      provisions of this Section 10.03; or

            (2) inform such applicants as to the  approximate  number of holders
      of Debt Securities of such series according to the most recent information
      so furnished to, or received by, and preserved by, the Trustee,  and as to
      the  approximate  cost of mailing to such holders of Debt  Securities  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 all holders of Debt  Securities  of the series whose names and addresses
are contained in the  information so furnished to, or received by, and preserved
by,  the  Trustee  copies of the form of proxy or other  communication  which 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 such  mailing,  unless,  within  five
business 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 statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the holders
of the Debt  Securities  of such series or would be in violation  of  applicable
law. Such written  statement  shall  specify the basis of such  opinion.  If the
Securities and Exchange Commission, after opportunity for a hearing upon the


                                      -46-
<PAGE>

objections  specified in the written  statement  so filed,  shall enter an order
refusing to sustain any of the objections  specified in the written statement so
filed,  or if,  after  the  entry  of an  order  sustaining  one or more of such
objections,  the Securities and Exchange Commission shall find, after notice and
opportunity  for hearing,  that all  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 of Debt Securities 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.

      Each and every holder of the Debt Securities, by receiving and holding the
same,  agrees with the  Corporation,  any agent and the Trustee that neither the
Corporation,  any agent nor 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 Debt Securities in accordance with the provisions of this subdivision
(c), 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 this subdivision (c).

                                 ARTICLE ELEVEN

                             CONCERNING THE TRUSTEE

      Section  11.01.  The Trustee  accepts the trusts created by this Indenture
upon the terms and conditions hereof,  including the following,  to all of which
the parties hereto and the holders from time to time of Debt  Securities of each
series, by receiving and holding the same, agree:

            (a) The Trustee shall be entitled to reasonable compensation for all
services  rendered by it hereunder (which  compensation  shall not be limited by
any  provision of law in regard to the  compensation  of a trustee of an express
trust),  and such  compensation,  as well as the reasonable  compensation of its
counsel,  and all other reasonable  expenses incurred by the Trustee  hereunder,
the  Corporation  agrees to pay  promptly  on  demand  from time to time as such
services shall be rendered and as such expenses shall be incurred. In default of
such payment by the  Corporation,  the Trustee shall have a lien therefor on any
moneys held by the Trustee  hereunder prior to any rights therein of the holders
of the Debt  Securities  of any  series  for  which it serves  as  Trustee.  The
Corporation  also agrees to  indemnify  the Trustee for, and to hold it harmless
against,  any loss,  liability,  or 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 or the  performance  of its duties
hereunder,  as well as the costs and expenses of defending  against any claim of
liability in the premises.

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

            (c) The Trustee shall not be  responsible  in any manner  whatsoever
for the correctness of the recitals herein or in the Debt Securities (except its
certificate of


                                      -47-
<PAGE>

authentication thereon, if such shall have been executed by the Trustee), all of
which  are  made  by the  Corporation  solely;  and  the  Trustee  shall  not be
responsible or  accountable in any manner  whatsoever for or with respect to the
validity or execution or sufficiency of this Indenture or of the Debt Securities
(except  its  certificate  of  authentication  thereon,  if such shall have been
executed by the Trustee),  and the Trustee makes no representation  with respect
thereto.  The Trustee shall not be accountable for the use or application by the
Corporation of any series of Debt  Securities,  or the proceeds of any series of
Debt  Securities  authenticated  and delivered by the Trustee in conformity with
the provisions of this Indenture.

            (d) The  Trustee  may  consult  with  counsel,  and,  to the  extent
permitted by Section 11.02,  the opinion or written advice of such counsel shall
be full and complete authorization and protection in respect of any action taken
or suffered or omitted to be taken by the Trustee hereunder in good faith and in
accordance with the opinion or advice of such counsel.

            (e) The Trustee,  to the extent permitted by Section 11.02, may rely
upon the certificate of the Secretary or one of the Assistant Secretaries of the
Corporation as to the adoption of any Board Resolution.

            (f) The Trustee, in its individual or any other capacity, may become
the  owner  or  pledgee  of Debt  Securities  and may  otherwise  deal  with the
Corporation  with  the same  rights  it  would  have had if it were not  Trustee
hereunder.

            (g) Any action taken by the Trustee pursuant to any provision hereof
at the  request or with the  consent of any person who at the time is the holder
of a Debt Security of any series shall be  conclusive  and binding in respect of
such Debt  Security upon all future  holders  thereof or of any Debt Security or
Debt Securities  which may be issued for or in lieu thereof in whole or in part,
whether or not such Debt  Security  shall have noted  thereon the fact that such
request or consent had been made or given.

            (h) Subject to the provisions of Section 11.02, the Trustee may rely
and shall be protected in acting upon any  resolution,  certificate,  statement,
instrument,  notice, opinion, order, request, direction, Debt Security, or other
paper or  document  believed  by it to be  genuine  and to have  been  signed or
presented to it by the proper party or parties.

            (i) Subject to the  provisions of Section  11.02,  the Trustee shall
not be under any 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 holders of
any series of Debt  Securities,  pursuant to any  provisions of this  Indenture,
unless one or more of the holders of such Debt Securities  shall have offered to
the Trustee reasonable  security or indemnity against the costs,  expenses,  and
liabilities which may be incurred by it therein or thereby.

      Section 11.02.  If some one or more of the events of default  specified in
Section 7.01 shall have happened,  then,  during the  continuance  thereof,  the
Trustee  shall  exercise  such of the  rights  and  powers  vested in it by this
Indenture, and shall 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.


                                      -48-
<PAGE>

      None of the provisions of this  Indenture  shall be construed as relieving
the Trustee from  liability  for its own  negligent  action,  its own  negligent
failure to act, or its own willful  misconduct,  except  that,  anything in this
Indenture contained to the contrary notwithstanding:

      (1) unless and until an event of default  specified  in Section 7.01 shall
have happened which at the time is subsisting,

            (a) the Trustee  shall not be liable except for the  performance  of
      such duties as are specifically set out in this Indenture,  and no implied
      covenants or  obligations  shall be read into this  Indenture  against the
      Trustee,  whose duties and obligations  shall be determined  solely by the
      express provisions of this Indenture, and

            (b) the  Trustee  may  conclusively  rely,  as to the  truth  of the
      statements and the correctness of the opinions expressed  therein,  in the
      absence of bad faith on the part of the  Trustee,  upon  certificates  and
      opinions  furnished  to it and  conforming  to the  requirements  of  this
      Indenture;  but in the case of any such certificates or opinions which, by
      the  provisions  of  this  Indenture,  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;

      (2) the Trustee shall not be liable to any holder of Debt Securities or to
any other person for any error of judgment  made in good faith by a  responsible
officer or officers of the  Trustee,  unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts;

      (3) the Trustee shall not be liable to any holder of Debt Securities or to
any other  person 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 a majority in
principal  amount of the Debt  Securities of any series at the time  outstanding
(determined in accordance with the provisions of Article Eight hereof), relating
to the time,  method,  and place of  conducting  any  proceeding  for any remedy
available  to it or  exercising  any  trust or power  conferred  upon it by this
Indenture; and

      (4) no provision of this Indenture  shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its  duties  hereunder,  or in the  exercise  of any of its  rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate  indemnity  against such risk or  liability is not  reasonably
assured to it.

      Section  11.03.  The  Trustee  shall  give  to the  holders  of  the  Debt
Securities  of each series for which it serves as Trustee,  in the manner and to
the extent provided in subdivision (c) of Section 10.01,  notice of each default
with  respect  to such  series  known to the  Trustee  within 90 days  after the
occurrence thereof,  unless such default shall have been cured before the giving
of such notice;  but, unless such default be the failure to pay the principal of
(or premium, if any) or interest,  if any, on any of the Debt Securities of such
series when and as the same shall become payable, the Trustee shall be protected
in withholding such notice, if and so long as the


                                      -49-
<PAGE>

board of directors,  the executive committee,  or a trust committee of directors
and/or  responsible  officers  of the Trustee in good faith  determine  that the
withholding  of such  notice  is in the  interests  of the  holders  of the Debt
Securities of such series. The term "default", as used in this Section 11.03 and
in Section 11.06,  shall mean the happening of any event defined in Section 7.01
as an "event of default",  except that,  for the purposes of this Section  11.03
and Section  11.06 only,  there shall be eliminated  from the  definition of any
such event  specified in paragraph  (a),  (c),  (d), (e), or (g) of said Section
7.01 any reference to the continuance,  the continuance in effect for any period
of days,  or the  giving of  written  notice of any  failure  on the part of the
Corporation or of any decree or order, referred to in such definition.

      Section 11.04.  The Trustee,  or any successor to it hereafter  appointed,
may at any time resign and be discharged of the trusts hereby  created as to any
or all series of Debt Securities for which it serves as Trustee by giving to the
Corporation  notice in writing and by mailing  notice  thereof to the holders of
the Debt  Securities  of such series at their  addresses  as the same shall then
appear in the register of the Corporation.  Such  resignation  shall take effect
upon the  appointment by the holders of the Debt Securities of such series or by
the Corporation as hereinafter  provided of a successor  Trustee  eligible under
Section 11.05 and not  disqualified  under Section 11.06,  and the acceptance of
such appointment by such successor Trustee. Any Trustee hereunder may be removed
with  respect to any series at any time by the filing with such  Trustee and the
delivery to the Corporation of an instrument in writing signed by the holders of
a majority  in  principal  amount of the Debt  Securities  of such  series  then
outstanding,  specifying  such  removal  and  the  date  when  it  shall  become
effective.

      Upon its  resignation  or removal,  any  Trustee  shall be entitled to the
payment of reasonable  compensation for the services rendered  hereunder by such
Trustee and to the payment of all reasonable expenses incurred hereunder and all
moneys then due it hereunder.

      Section 11.05. There shall at all times be a Trustee under this Indenture;
and such Trustee  shall at all times be (i) a  corporation  organized  and doing
business  under the laws of the United  States of America or any State  thereof,
which is authorized  under such laws to exercise  corporate  trust powers and is
subject to supervision  or  examination by Federal or State  authority and which
has a  combined  capital  and  surplus  of not less than  $5,000,000,  or (ii) a
corporation  or other person  organized and doing  business  under the laws of a
foreign  government  that the  Securities  and  Exchange  Commission  shall have
permitted,  pursuant to the Trust  Indenture Act of 1939, to act as sole trustee
under an indenture qualified or to be qualified pursuant thereto and which has a
combined  capital and surplus of not less than  $5,000,000;  provided  that such
corporation  or other  person  (A) is  authorized  under  such laws to  exercise
corporate  trust  powers and (B) is subject to  supervision  or  examination  by
authority  of  such  foreign  government  or  a  political  subdivision  thereof
substantially  equivalent to  supervision  or  examination  applicable to United
States  institutional  trustees.  For the  purposes of this Section  11.05,  the
combined  capital  and  surplus  of any such  Trustee  shall be deemed to be the
combined  capital  and  surplus  as set forth in the most  recent  report of its
condition published by such Trustee, provided that such reports are published at
least annually,  pursuant to law or to the  requirements of a Federal,  State or
foreign  supervising or examining  authority.  Neither the  Corporation  nor any
person  directly  or  indirectly  controlling,  controlled  by, or under  common
control with the Corporation shall serve as Trustee  hereunder.  If such Trustee
or any successor shall at any time cease to have the  qualifications  prescribed
in this Section 11.05, it shall promptly resign as Trustee hereunder.


                                      -50-
<PAGE>

      Section  11.06.  The Trustee shall comply with Section 310(b) of the Trust
Indenture Act of 1939.

      Section  11.07.  In case at any time the Trustee shall resign with respect
to one or more  series  of Debt  Securities,  or shall be  removed  (unless  the
Trustee  shall be removed with respect to one or more series of Debt  Securities
as  provided in  subdivision  (c) of Section  11.06,  in which event the vacancy
shall be filled as provided in said  subdivision),  or shall become incapable of
acting,  or shall be adjudged a bankrupt or  insolvent,  or if a receiver of the
Trustee or of its property  shall be appointed,  or if 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, a successor Trustee may
be  appointed  by the  holders of a  majority  in  principal  amount of the Debt
Securities of the applicable  series then  outstanding  (each series voting as a
class) by an instrument or concurrent instruments in writing signed in duplicate
by such holders and filed,  one original  thereof with the  Corporation  and the
other with the successor Trustee; but, until a successor Trustee shall have been
so  appointed  by the holders of Debt  Securities  of the  applicable  series as
herein  authorized,  the  Corporation by a Board  Resolution (or, in case all or
substantially  all the assets of the  Corporation  shall be in the possession of
one or more  receivers  lawfully  appointed,  or of  trustees or  custodians  in
bankruptcy or reorganization  proceedings  (including a trustee or trustees or a
custodian or custodians appointed under the provisions of Title 11 of the United
States Code, as now constituted or as hereafter in effect),  or of assignees for
the benefit of creditors, such receivers, trustees, custodians, or assignees, as
the case may be,  by an  instrument  in  writing),  shall  appoint  a  successor
Trustee.  Subject  to the  provisions  of  Sections  11.05 and  11.06,  upon the
appointment as aforesaid of a successor  Trustee,  the Trustee shall cease to be
Trustee as to the applicable series of Debt Securities hereunder. After any such
appointment  other  than  by  the  holders  of the  applicable  series  of  Debt
Securities,  the person making such  appointment  shall  forthwith  cause notice
thereof to be mailed to the holders of the applicable  series of Debt Securities
at their  addresses as the same then appear in the register of the  Corporation;
but any successor  Trustee so appointed  shall,  immediately and without further
act,  be  superseded  by a  successor  Trustee  appointed  by the holders of the
applicable  series of Debt  Securities in the manner above  prescribed,  if such
appointment  be made  prior to the  expiration  of one year from the date of the
mailing  of such  notice by the  Corporation,  or by such  receivers,  trustees,
custodians, or assignees.

      If any Trustee shall resign  because of a conflict of interest as provided
in subdivision (a) of Section 11.06 and a successor  Trustee shall not have been
appointed by the Corporation or by the holders of the applicable  series of Debt
Securities or, if any successor Trustee so appointed shall not have accepted its
appointment  within 30 days after  such  appointment  shall have been made,  the
resigning  Trustee  may apply to any  court of  competent  jurisdiction  for the
appointment  of a  successor  Trustee.  If in any other  proper case a successor
Trustee  shall not be appointed  pursuant to the  foregoing  provisions  of this
Section  11.07 within three months after such  appointment  might have been made
hereunder,  the  holder of any Debt  Security  of the  applicable  series or any
retiring  Trustee may apply to any court of competent  jurisdiction to appoint a
successor  Trustee.  Such  court may  thereupon,  in any such  case,  after such
notice, if any, as such court may deem proper and prescribe, appoint a successor
Trustee.

      Any successor Trustee appointed hereunder shall execute,  acknowledge, and
deliver to its predecessor  Trustee and to the Corporation,  and, if applicable,
to the receivers,


                                      -51-
<PAGE>

trustees, custodians,  assignees, or court appointing it, as the case may be, an
instrument accepting such appointment  hereunder,  and thereupon the resignation
or  removal of the  predecessor  Trustee  as to each  applicable  series of Debt
Securities  shall  become  effective  and such  successor  Trustee,  without any
further act,  deed, or  conveyance,  shall become vested with all the authority,
rights, powers, trusts, immunities,  duties, and obligations of such predecessor
Trustee with respect to such series with like effect as if  originally  named as
Trustee  hereunder with respect to such series,  and such  predecessor  Trustee,
upon  payment of its charges and  disbursements  then  unpaid,  shall  thereupon
become  obligated to pay over, and such  successor  Trustee shall be entitled to
receive,  all  moneys on  deposit  with or held by such  predecessor  Trustee as
Trustee  hereunder with respect to such series,  subject,  nevertheless,  to the
lien provided for in Section 11.01. Nevertheless,  on the written request of the
Corporation  or of the  successor  Trustee or of the  holders of at least 10% in
principal amount of the applicable  series of Debt Securities then  outstanding,
such predecessor  Trustee,  upon payment of its said charges and  disbursements,
shall execute and deliver an instrument  transferring to such successor  Trustee
upon the trusts  herein  expressed  all the rights,  powers,  and trusts of such
predecessor Trustee with respect to such series, and shall assign, transfer, and
deliver  to the  successor  Trustee  all  moneys  and  properties  held  by such
predecessor  Trustee with respect to such series;  and, upon request of any such
successor Trustee, the Corporation shall make, execute, acknowledge, and deliver
any and all instruments in writing for more fully and effectually vesting in and
confirming to such successor Trustee all such authority, rights, powers, trusts,
immunities, duties, and obligations.

      Section 11.08.  Any  corporation or other person into which the Trustee or
any successor to it in the trusts created by this  Indenture  shall be merged or
converted,  or any corporation or other person with which it or any successor to
it shall be consolidated,  or any corporation or other person resulting from any
merger,  conversion, or consolidation to which the Trustee or any such successor
to it shall be a party,  or any corporation or other person to which the Trustee
or any successor to it shall sell or otherwise transfer all or substantially all
of the corporate trust business of the Trustee,  shall be the successor  Trustee
under this Indenture without the execution or filing of any paper or any further
act on the part of any of the parties hereto;  provided,  however, that any such
corporation or other person shall be otherwise qualified and eligible under this
Article Eleven.

      Section  11.09.  The Trustee shall comply with Section 311(a) of the Trust
Indenture  Act of 1939,  excluding any creditor  relationship  listed in Section
311(b) thereof. The Trustee,  upon its resignation or removal,  shall be subject
to Section 311(a) of the Trust Indenture Act of 1939 as indicated therein.

      Section 11.10.  Except as otherwise provided in Section 11.02, and subject
to the  provisions  of Section 15.04 with respect to the  certificates  required
thereby,  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  hereunder,  such matters
(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 a certificate  with respect
thereto  signed by the Chairman,  Vice Chairman,  President,  or one of the Vice
Presidents  and by the  Treasurer or one of the  Assistant  Treasurers or by the
Secretary or one of the Assistant Secretaries of the Corporation and


                                      -52-
<PAGE>

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  11.11.  In the event that the  Trustee  is also  acting as Paying
Agent,  Authenticating  Agent,  Calculation  Agent or Registrar  hereunder,  the
rights and protections  afforded to the Trustee  pursuant to this Article Eleven
shall also be afforded to such Paying Agent,  Authenticating Agent,  Calculation
Agent or Registrar.

                                 ARTICLE TWELVE

                                   DEFEASANCE

      Section  12.01.  If at any time (a) the  Corporation  shall  have  paid or
caused to be paid the  principal of and interest on all the Debt  Securities  of
any series outstanding hereunder, as and when the same shall have become due and
payable,  or (b)  the  Corporation  shall  have  delivered  to the  Trustee  for
cancellation all Debt Securities of any series theretofore  authenticated (other
than any Debt Securities of such series which shall have been destroyed, lost or
stolen and which shall have been  replaced as provided in Section 2.07 or paid),
and if, in any such case, the Corporation shall also pay or cause to be paid all
other sums payable  hereunder by the Corporation with respect to Debt Securities
of such series,  then this  Indenture  shall cease to be of further  effect with
respect  to  Debt  Securities  of  such  series  (except  as to  (i)  rights  of
registration  of  transfer  and  exchange,   (ii)   substitution  of  apparently
mutilated,  defaced, destroyed, lost or stolen Debt Securities,  (iii) rights of
the Debt  Securityholders  to receive payments of principal thereof and interest
thereon from the trust fund established pursuant to Section 12.02, and remaining
rights of the Debt  Securityholders  to receive mandatory sinking fund payments,
if any,  from the trust fund  established  pursuant to Section  12.02,  (iv) the
rights,  obligations and immunities of the Trustee hereunder,  (v) the rights of
the Debt  Securityholders of such series as beneficiaries hereof with respect to
the property so deposited with the Trustee  payable to all or any of them,  (vi)
all other  obligations of the Corporation in Sections 2.04, 2.06,  2.07,  10.03,
11.01,  11.04,  11.07 and 12.06 and (vii) the  Corporation's  rights pursuant to
Sections  11.04,  11.07,  12.05 and 12.06),  and the  Trustee,  on demand of the
Corporation  accompanied by an Officers'  Certificate  and an Opinion of Counsel
and at the cost and expense of the Corporation, shall execute proper instruments
acknowledging  such  satisfaction and discharging of this Indenture with respect
to Debt  Securities  of such series.  The  Corporation  agrees to reimburse  the
Trustee for any costs or expenses  thereafter  reasonably and properly  incurred
and to  compensate  the  Trustee  for any  services  thereafter  reasonably  and
properly  rendered by the Trustee in connection  with this Indenture or the Debt
Securities of such series.

      Section 12.02.  For purposes of Section 12.01,  the  Corporation  shall be
deemed to have paid the  principal  of and  interest on Debt  Securities  of any
series  outstanding  hereunder  as and when the same shall  have  become due and
payable,  if the  Company  shall  have  irrevocably  deposited  or  caused to be
deposited  in  trust  with  the  Trustee  funds  in  cash  and/or   Governmental
Obligations  sufficient to provide for timely payment of principal of,  premium,
if any,  and  interest  on the Debt  Securities  of such  series  to the  stated
maturity or  redemption,  as the case may be, the  sufficiency of which shall be
verified in a written  report of a  nationally  recognized,  independent  public
accounting firm acceptable to the Trustee; provided,  however, that (i) in order
to have


                                      -53-
<PAGE>

money  available  on a payment  date to pay  principal  or  interest on the Debt
Securities of such series,  the Governmental  Obligations shall be payable as to
principal  and  interest on or before such  payment date in such amounts as will
provide the necessary money; and (ii) the Corporation shall obtain an Opinion of
Counsel  (which may be based on a ruling  from,  or  published  by, the Internal
Revenue  Service) to the effect that holders of Debt  Securities  of that series
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 provided further,  however,  that  notwithstanding the foregoing,
with respect to any series of Debt Securities  which shall at the time be listed
for trading on The New York Stock  Exchange,  there shall be no deposit of funds
in cash and/or in Governmental Obligations with the Trustee to pay the principal
amount,  the  redemption  price  or any  installment  of  interest  in  order to
discharge the Corporation's obligation in respect of any such payment if at such
time the rules of The New York Stock  Exchange  prohibit  such  deposit with the
Trustee.  The  Corporation  shall  provide the Trustee an Officers'  Certificate
stating  whether such series of Debt Securities is so listed at the time of such
defeasance.

      Section  12.03.  Debt  Securities of a series shall be deemed to have been
paid in full as between the Corporation  and the respective  holders (and future
holders) of Debt Securities of such series upon the  satisfaction  and discharge
of the  Indenture  with respect to Debt  Securities  of such series  pursuant to
Section 12.01,  except that in the case of such  satisfaction and discharge as a
result of  compliance  with Section  12.02,  the Debt  Securities of such series
shall be deemed to have been paid in full as  between  the  Corporation  and the
respective  holders (and future  holders) of Debt Securities of such series only
if (1) the deposit in trust with the Trustee by the  Corporation of the funds in
cash  and/or  Governmental  Obligations  as  provided  in  Section  12.02 is not
subsequently deemed a preference under the United States Bankruptcy Code as then
in effect, (2) such defeasance does not result in a default under this Indenture
and (3) the Corporation  provides the Trustee an Officers'  Certificate  stating
that  the  Corporation  has  complied  with  all  conditions  precedent  to such
defeasance.

      Section  12.04.  Subject  to  Section  12.06,  all  money or  Governmental
Obligations  deposited with the Trustee  pursuant to Section 12.02 shall be held
in trust and applied by it to the payment, either directly or through the paying
agent (including the Corporation acting as its own paying agent), to the holders
of the particular  Debt  Securities of such series for the payment or redemption
of which such money or Governmental  Obligations  shall have been deposited with
the Trustee,  of all sums due and to become due thereon for principal,  premium,
if any, and interest.  To  facilitate  the  defeasance  of Debt  Securities of a
series,  upon  receipt  of any  funds  in  cash or  payment  in  respect  of any
Governmental  Obligations deposited with it pursuant to Section 12.02 and at the
written  direction  of the  Corporation,  the  Trustee  may invest such funds or
reinvest the proceeds of such payment in Governmental  Obligations sufficient to
provide for timely  payment of principal,  premium,  if any, and interest on the
Debt Securities to the stated maturity or redemption, as the case may be.

      Section 12.05. In connection with the  satisfaction  and discharge of this
Indenture  with  respect  to  Debt  Securities  of  any  series,  all  money  or
Governmental  Obligations  then held by the paying agent under the provisions of
this Indenture with respect to such series of Debt Securities shall, upon demand
of the Corporation, be paid or delivered to the Trustee and


                                      -54-
<PAGE>

thereupon  the paying agent,  if other than the Trustee,  shall be released from
all further liability with respect to such money or Governmental Obligations.

      Section 12.06. After full payment of any and all amounts due and owing (i)
pursuant  to any  provision  of this  Indenture  and (ii) with  respect  to Debt
Securities  of a series,  the  Trustee and the paying  agent,  if other than the
Trustee,  shall promptly pay to the Corporation  upon written request any excess
money,  Governmental  Obligations or Debt Securities of such series held by them
at any time. Any money or Governmental Obligations deposited with or paid to the
Trustee or the paying agent for the payment of the  principal  of,  premium,  if
any,  or  interest  on any Debt  Security  of any  series  and not  applied  but
remaining  unclaimed  for two years  after the date upon which  such  principal,
premium,  if any, or interest  shall  become due and  payable,  shall,  upon the
written request of the Corporation  and unless  otherwise  required by mandatory
provisions of  applicable  escheat or abandoned or unclaimed  property  laws, be
repaid or delivered to the  Corporation by the Trustee for such series or by the
paying agent, if other than the Trustee,  and the holder of the Debt Security of
such  series  shall,  unless  otherwise  required  by  mandatory  provisions  of
applicable escheat or abandoned or unclaimed property laws, thereafter look only
to the  Corporation  for any  payment  which  such  Debt  Securityholder  may be
entitled to collect,  and all liability of the Trustee or the paying  agent,  if
other than the Trustee,  with respect to such money or Governmental  Obligations
shall thereupon cease.

                                ARTICLE THIRTEEN

        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, AND DIRECTORS

      Section  13.01.  No recourse shall be had for the payment of the principal
of (and premium, if any) or interest,  if any, on any Debt Security,  or for any
claim  based  thereon or  otherwise  in respect  thereof or of the  indebtedness
represented  thereby,  or upon any  obligation,  covenant,  or agreement of this
Indenture, against any incorporator, stockholder, officer, or director, as such,
past,  present,  or future, of the Corporation or of any successor  corporation,
either directly or through the Corporation or any successor corporation, whether
by virtue of any  constitutional  provision,  statute or rule of law,  or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed
and  understood  that this  Indenture  and all the Debt  Securities  are  solely
corporate  obligations,  and that no personal liability  whatsoever shall attach
to, or be incurred by, any incorporator,  stockholder,  officer, or director, as
such,  past,  present,  or  future,  of  the  Corporation  or of  any  successor
corporation,  either  directly  or  through  the  Corporation  or any  successor
corporation,  because of the incurring of the indebtedness hereby authorized, or
under or by reason of any of the obligations, covenants, promises, or agreements
contained in this  Indenture or in any of the Debt  Securities  or to be implied
herefrom or therefrom, and that all liability, if any, of that character against
every  such  incorporator,   stockholder,  officer,  and  director  is,  by  the
acceptance  of the Debt  Securities,  and as a condition  of, and as part of the
consideration  for, the  execution of this  Indenture  and the issue of the Debt
Securities, expressly waived and released.


                                      -55-
<PAGE>

                                ARTICLE FOURTEEN

                             SUPPLEMENTAL INDENTURES

           Section 14.01. The Corporation (when authorized by a Board
Resolution) and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any one or more of or all the following purposes:

            (a) to add to the covenants and agreements of the Corporation, to be
observed  thereafter  and  during  the  period,  if any,  in  such  supplemental
indenture or indentures expressed,  for the protection or benefit of the holders
of the  Debt  Securities  of any  or all  series  (and  if  such  covenants  and
agreements are to be for less than all series of Debt  Securities,  stating that
such  covenants or agreements  are expressly  being  included for the benefit of
such series);

            (b)  to  evidence  the  succession  of  another  corporation  to the
Corporation,  or  successive  successions,  and the  assumption  by a  successor
corporation  of the covenants and  obligations  of the  Corporation  in the Debt
Securities and in this Indenture or any supplemental indenture contained;

            (c) to cure any ambiguity or to correct or supplement  any provision
contained herein which may be defective or inconsistent with any other provision
contained  herein  or in  any  supplemental  indenture,  or to  make  any  other
provision in regard to matters or questions  arising under this Indenture  which
the Board of Directors of the  Corporation  may deem  necessary or desirable and
which  shall not  adversely  affect  the  interests  of the  holders of the Debt
Securities in any material respect;

            (d) to  evidence  and  provide  for the  acceptance  of  appointment
hereunder by a successor  Trustee with respect to the Debt  Securities of one or
more series or to add to or change any of the  provisions  of this  Indenture as
shall be necessary to provide for or facilitate the  administration of the trust
hereunder by more than one trustee;

            (e) to establish the form or terms of Debt  Securities of any series
as  permitted  by  Sections  2.01  and  3.01 or to  authorize  the  issuance  of
additional  Debt Securities of a series  previously  authorized or to add to the
conditions,  limitations  or  restrictions  on the authorized  amount,  terms or
purposes of issue,  authentication  or delivery  of the Debt  Securities  of any
series,  as herein set forth, or other  conditions,  limitations or restrictions
thereafter to be observed;

            (f) to add,  delete or modify any  covenant,  agreement or events of
default with respect to all or any series of Debt Securities, the form and terms
of which  are being  established  pursuant  to such  supplemental  indenture  as
permitted in Sections  2.01 and 3.01 (and,  if any such  covenant,  agreement or
event of  default  is  applicable  to fewer  than  all such  series  of the Debt
Securities,  specifying the series to which such covenant, agreement or event of
default is  applicable),  and to specify the rights and  remedies of the Trustee
and the holders of such Debt Securities in connection therewith; or

            (g) to  provide  for  the  issuance  under  this  Indenture  of Debt
Securities in coupon form (including Debt Securities registrable as to principal
only) and to provide for


                                      -56-
<PAGE>

exchangeability  of such Debt  Securities  for Debt  Securities  of such  series
issued  hereunder in fully  registered form and to make all appropriate  changes
for such purpose.

      Subject to the provisions of Section  14.03,  the Trustee is authorized to
join with the Corporation in the execution of any such  supplemental  indenture,
and to make  the  further  agreements  and  stipulations  which  may be  therein
contained.

      Any  supplemental  indenture  authorized by the provisions of this Section
14.01 may be executed by the  Corporation and the Trustee without the consent of
the  holders  of  any  of  the  Debt   Securities   at  the  time   outstanding,
notwithstanding any of the provisions of Section 14.02.

      Section 14.02.  With the consent  (evidenced as provided in Article Eight)
of the  holders of not less than 66 2/3% in  aggregate  principal  amount of the
outstanding  Debt  Securities  of each  series  affected  thereby,  at the  time
outstanding,  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  indenture  or of modifying in any manner the rights of the
holder  of any  Debt  Security;  provided,  however,  that no such  supplemental
indenture  shall (i) extend the fixed maturity of any Debt  Security,  or reduce
the rate or extend the time of payment of interest thereon, or reduce the amount
of the principal (or premium, if any) thereof, or reduce the amount of principal
of an Original  Issue  Discount  Security  which would be due and payable upon a
declaration of acceleration of the maturity thereof,  without the consent of the
holder of such Debt  Security,  or (ii) reduce the aforesaid  percentage of Debt
Securities  of any series,  the holders of which are  required to consent to any
such supplemental indenture,  without the consent of the holders of all the Debt
Securities  of all such  series  affected  thereby  then  outstanding,  or (iii)
modify,  without the written  consent of the  Trustee,  the rights,  duties,  or
immunities of the Trustee.

      It shall not be  necessary  for the  consent  of the  holders  of the Debt
Securities of any series under this Section 14.02 to approve the particular form
of any  proposed  supplemental  indenture,  but it shall be  sufficient  if such
consent shall approve the substance thereof.

      Any  consent  given by any holder of a Debt  Security  under this  Section
14.02 shall be irrevocable for a period of six months after the day of execution
thereof,  but may be revoked  at any time  thereafter  by such  holder or by his
successor in title by filing written notice of such  revocation with the Trustee
at its corporate trust office; provided, however, that such consent shall not be
revocable  after the  holders of not less than  66 2/3% in  aggregate  principal
amount of the Debt  Securities  of the series of which such Debt  Security  is a
part  at  the  time  outstanding  shall  have  consented  to  such  supplemental
indenture. No notation on any Debt Security of the fact of such consent shall be
necessary, but any such written consent by the holder of any Debt Security shall
be  conclusive  and  binding on all future  holders  and owners of the same Debt
Security  and of all Debt  Securities  delivered  in exchange  therefor,  unless
revoked in the manner and during the period provided in this Section 14.02.

      Promptly  after the  execution by the  Corporation  and the Trustee of any
supplemental  indenture  pursuant to the provisions of this Section  14.02,  the
Corporation shall


                                      -57-
<PAGE>

mail a notice, setting forth in general terms the substance of such supplemental
indenture,  to the holders of Debt  Securities  of the affected  series at their
addresses as the same shall then appear in the register of the Corporation.  Any
failure of the  Corporation to mail such notice,  or any defect  therein,  shall
not, however,  in any way impair or affect the validity of any such supplemental
indenture.

      Section  14.03.  Upon the request of the  Corporation,  accompanied  by an
Officers' Certificate and Opinion of Counsel required by Section 15.04 and by:

            (a)  a  supplemental  indenture  duly  executed  on  behalf  of  the
Corporation;

            (b) a copy of a  Board  Resolution  authorizing  the  execution  and
delivery of said supplemental indenture;

            (c) an Opinion of Counsel,  stating that said supplemental indenture
complies with, and that the execution thereof is authorized or permitted by, the
provisions of this Indenture; and

            (d) if said  supplemental  indenture  shall be executed  pursuant to
Section 14.02, evidence (as provided in Article Eight) of the consent thereto of
the Debt  Securityholders  required  to  consent  thereto  as in  Section  14.02
provided,

      The  Trustee  shall join with the  Corporation  in the  execution  of said
supplemental  indenture unless said supplemental indenture affects the Trustee's
own rights,  duties,  or immunities  under this Indenture or otherwise or is not
reasonably  acceptable  to the  Trustee,  in which case the  Trustee  may in its
discretion,  but  shall  not be  obligated  to,  enter  into  said  supplemental
indenture; and, subject to the provisions of Section 11.02, the Trustee shall be
fully protected in executing any such  supplemental  indenture and accepting any
additional trusts created thereby or any modifications  effected thereby of this
Indenture  or of the trusts  created by this  Indenture,  in reliance  upon such
Board Resolution and Opinion of Counsel and (if required as aforesaid)  evidence
of consent of Debt Securityholders.

      Section 14.04. Upon the execution of any supplemental  indenture  pursuant
to the  provisions  of this Article  Fourteen,  this  Indenture  shall be and be
deemed to be modified and amended in accordance  therewith and, except as herein
otherwise  expressly  provided,  the respective  rights,  limitations of rights,
obligations,  duties,  and immunities  under this Indenture of the Trustee,  the
Corporation,  and the holders of Debt 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.

      Section  14.05.  Debt  Securities  authenticated  and delivered  after the
execution  of any  supplemental  indenture  pursuant to the  provisions  of this
Article  Fourteen may bear a notation in form  approved by the Trustee as to any
matter provided for in such  supplemental  indenture.  If the Corporation or the
Trustee shall so determine,  new Debt  Securities 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


                                      -58-
<PAGE>

the  Corporation,  authenticated,  and  delivered  as  hereinbefore  provided in
exchange  for the Debt  Securities  of such  series  then  outstanding  in equal
aggregate principal amounts, and such exchange shall be made without cost to the
holders of the Debt Securities.

      Section  14.06.  Every  supplemental  indenture  executed  pursuant to the
provisions of this Article  Fourteen  shall conform to the  requirements  of the
Trust Indenture Act of 1939.

                                 ARTICLE FIFTEEN

                            MISCELLANEOUS PROVISIONS

      Section  15.01.  Subject  to  the  provisions  of  Section  6.04,  nothing
contained in this Indenture or in the Debt Securities shall be deemed to prevent
the  consolidation  or  merger  of  the  Corporation  with  or  into  any  other
corporation, or the merger into the Corporation of any other corporation, or the
sale by the Corporation of its property and assets as, or  substantially  as, an
entirety,  or  otherwise;  provided,  however,  that  (1) in  case  of any  such
consolidation or merger,  the corporation  resulting from such  consolidation or
any corporation  other than the Corporation into which such merger shall be made
shall succeed to and be substituted for the Corporation  with the same effect as
if it had been named as the  Corporation  herein and shall become  liable and be
bound for, and shall expressly  assume,  by indenture  executed and delivered to
the Trustee,  the due and punctual payment of the principal of (and premium,  if
any) and interest,  if any, on all the Debt Securities then  outstanding and the
performance  and  observance  of each and every  covenant and  condition of this
Indenture on the part of the Corporation to be performed or observed, and (2) as
a condition of any such sale of the property and assets of the  Corporation  as,
or  substantially  as, an entirety,  the  corporation to which such property and
assets shall be sold shall (a) expressly assume, as a part of the purchase price
thereof,  the due and punctual payment of the principal of (and premium, if any)
and  interest,  if any,  on all the  Debt  Securities  and the  performance  and
observance of all the covenants and  conditions of this Indenture on the part of
the  Corporation to be performed or observed,  and (b)  simultaneously  with the
delivery to it of the  conveyances  or  instruments of transfer of such property
and  assets,  execute  and  deliver to the  Trustee a proper  indenture  in form
satisfactory to the Trustee, whereby such purchasing corporation shall so assume
the due and  punctual  payment of the  principal  of (and  premium,  if any) and
interest,  if  any,  on  all  the  Debt  Securities  then  outstanding  and  the
performance  and  observance  of each and every  covenant and  condition of this
Indenture on the part of the  Corporation  to be  performed or observed,  to the
same extent that the Corporation is bound and liable.

      The Corporation will not consolidate with any other  corporation or accept
a merger of any other corporation into the Corporation or permit the Corporation
to be merged into any other  corporation,  or sell its properties and assets as,
or substantially as, an entirety, except upon the terms and conditions set forth
in this Section 15.01 and Section 6.04. Upon any consolidation or merger, or any
sale of the properties and assets of the Corporation as, or substantially as, an
entirety  in  accordance  with  the  provisions  of  this  Section  15.01,   the
corporation  formed by such  consolidation  or into which the Corporation  shall
have been merged or to which such sale shall have been made shall succeed to and
be substituted for the Corporation  with the same effect as if it had been named
herein as a party hereto,  and thereafter from time to time such corporation may
exercise each and every right and power of the


                                      -59-
<PAGE>

Corporation  under this Indenture,  in the name of the Corporation or in its own
name; and any act or proceeding by any provision of this  Indenture  required or
permitted to be done by any board or officer of the Corporation may be done with
like force and effect by the like board or officer of any corporation that shall
at the time be the successor of the Corporation hereunder.

      Section 15.02. Nothing in this Indenture expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to
confer  upon,  or to give to, any person or  corporation  other than the parties
hereto and the holders of the Debt Securities any right,  remedy, or claim under
or by reason of this Indenture or any covenant, condition, stipulation, promise,
or agreement hereof, and all covenants, conditions,  stipulations, promises, and
agreements  in this  Indenture  contained  shall be for the  sole and  exclusive
benefit of the  parties  hereto and their  successors  and of the holders of the
Debt Securities.

      Section  15.03.  Whenever  in this  Indenture  the  Corporation  shall  be
required  to do or not to do  anything  "so long as any of the  Debt  Securities
shall be  outstanding",  the  Corporation,  notwithstanding  any such provision,
shall not be required to comply with such  provision  if it shall be entitled to
have this Indenture  satisfied and discharged pursuant to the provisions hereof,
although the holders of any of the Debt Securities  shall have failed to present
and surrender them for payment pursuant to the provisions of this Indenture.

      Section 15.04.  As evidence of compliance  with the  conditions  precedent
provided for in this Indenture  (including any covenants  compliance  with which
constitutes  a  condition  precedent)  which  relate  to  the  satisfaction  and
discharge of this  Indenture or to any other action to be taken or omitted to be
taken by the Trustee at the request or upon the application of the  Corporation,
the Corporation will furnish to the Trustee an Officers' Certificate,  signed as
provided in this Section 15.04, stating that such conditions precedent have been
complied  with and an  Opinion  of  Counsel  stating  that in his  opinion  such
conditions precedent have been complied with.

      Unless herein otherwise expressly provided,  any order,  notice,  request,
certificate,  or statement of the Corporation  required or permitted to be filed
with the Trustee,  or to be made or given under any provision  hereof,  shall be
sufficient  if it  shall  have  been  signed  by the  Chairman,  Vice  Chairman,
President,  or one of the Vice  Presidents  and by the  Treasurer  or one of the
Assistant Treasurers or the Secretary or one of the Assistant Secretaries of the
Corporation.

      In any case in which it is  provided  herein  that an  Opinion  of Counsel
shall or may be furnished to the Trustee, the counsel rendering such opinion may
be counsel for the Corporation.

      Each  Officers'   Certificate  or  Opinion  of  Counsel  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  condition  or  covenant,  (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 has made such  examination  or  investigation  as is
necessary to enable him to express an informed opinion as to whether or not such
condition or covenant has


                                      -60-
<PAGE>

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.

      Notwithstanding  any provision of this Indenture  authorizing  the Trustee
conclusively  to rely upon any  certificates  or opinions,  the Trustee,  before
granting any  application by the  Corporation to take or refrain from taking any
other action in reliance  thereon,  may, but shall not be obligated to,  require
any  further  evidence  or make any  further  investigation  as to the  facts or
matters  stated  therein  which it may, in good faith,  deem  reasonable  in the
circumstances,  and in connection  therewith the Trustee may examine or cause to
be examined the pertinent books,  records, and premises of the Corporation or of
any subsidiary;  and the Trustee shall,  in any such case,  require such further
evidence or make such further  investigation  as may be requested by the holders
of a majority in  principal  amount of the Debt  Securities  of all series (each
series voting as a class) affected thereby then outstanding;  provided, that, if
payment to the  Trustee of the costs,  expenses,  and  liabilities  likely to be
incurred by it in making such  investigation  is not  reasonably  assured to the
Trustee  by the  security  afforded  to it by the terms of this  Indenture,  the
Trustee  before  making  such  investigation  may require  reasonable  indemnity
against such costs, expenses, or liabilities.  Any further evidence which may be
requested by the Trustee  pursuant to any of the  provisions  of this  paragraph
shall  be  furnished  by the  Corporation  at its own  expense;  and any  costs,
expenses,  and  liabilities  incurred  by  the  Trustee  pursuant  to any of the
provisions of this paragraph  shall be paid by the  Corporation,  or, if paid by
the Trustee,  shall be repaid by the Corporation,  upon demand, with interest at
the rate of 6% per annum, and, until such repayment,  shall be secured by a lien
on any moneys held by the Trustee  hereunder  prior to any rights therein of the
holders of Debt Securities.

      Section  15.05.  All Debt  Securities  paid,  exchanged,  surrendered  for
registration  of transfer,  or otherwise  retired  shall,  if surrendered to the
Corporation or to any paying agent, be delivered to the Trustee for cancellation
and shall be canceled by it or, if surrendered to the Trustee, shall be canceled
by it, and,  except as  otherwise  provided  in Article  Two,  Section  4.03 and
Section 14.05, no Debt  Securities  shall be issued under this Indenture in lieu
thereof. The Trustee shall make appropriate  notations in its records in respect
of all such Debt Securities and shall deliver the canceled Debt Securities to or
on the order of the  Corporation  or shall  dispose of such Debt  Securities  as
directed by the Corporation and deliver a certificate of such disposition to the
Corporation.  If the  Corporation  shall  acquire  any of the  Debt  Securities,
however,  such acquisition  shall not operate as a redemption or satisfaction of
the indebtedness  represented by such Debt Securities  unless and until the same
are surrendered to the Trustee for cancellation.

      Section 15.06. If any provision of this Indenture  limits,  qualifies,  or
conflicts  with the duties imposed by operation of subsection (c) of Section 318
of the Trust  Indenture  Act of 1939,  the imposed  duties  shall  control.  The
provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939
that impose  duties on any person  (including  provisions  automatically  deemed
included in an indenture unless the indenture  provides that such provisions are
excluded) are a part of and govern this Indenture.

      Section  15.07.  Any notice or demand  authorized by this  Indenture to be
served on or given to the Corporation shall be sufficiently  served or given for
all purposes if it shall be sent by registered mail to the Corporation addressed
to it at 1211  Avenue of the  Americas,  New York,


                                      -61-
<PAGE>

NY 10036,  or at such other address as may have been furnished in writing to the
Trustee by the Corporation.

      Any notice or demand authorized by this Indenture to be served on or given
to the  Trustee  shall be  sufficiently  served or given for all  purposes if it
shall be sent by registered mail to the Trustee addressed to it at the corporate
trust office of the Trustee, or at such other address as may have been furnished
in writing to the Corporation by the Trustee.

      Any notice required or permitted to be mailed to a Debt  Securityholder by
the  Corporation  or the Trustee  pursuant to the  provisions of this  Indenture
shall be deemed to be properly  mailed by being  deposited  first class  postage
prepaid, in a post office letter box in the United States addressed to such Debt
Securityholder  at the  address  of such  holder  as shown in the Debt  Security
register.

      In case, by reason of the suspension of or  irregularities in regular mail
service,  it  shall  be  impractical  to  mail  notice  of  any  event  to  Debt
Securityholders  when  such  notice  is  required  to be given  pursuant  to any
provision of this  Indenture,  then any manner of giving such notice as shall be
satisfactory  to the Trustee  shall be deemed to be a sufficient  giving of such
notice.

      Section   15.08.   This  Indenture  may  be  executed  in  any  number  of
counterparts,  each of which so executed shall be deemed to be an original,  but
all such counterparts shall together constitute but one and the same instrument.

      Section 15.09. This Indenture and each Debt Security shall be deemed to be
a contract  made under the laws of the State of New York,  and for all  purposes
shall be construed in accordance with the laws of said State.


                                      -62-
<PAGE>

      IN  WITNESS  WHEREOF,  CIT Group  Inc.  has caused  this  Indenture  to be
executed in its corporate name by its Chairman, Vice Chairman, President, or one
of its Vice Presidents,  and its corporate seal to be hereunto affixed, Bank One
Trust Company,  N.A., in evidence of its acceptance of the trust hereby created,
has caused this  Indenture  to be executed in its  corporate  name by one of its
authorized  officers,  and its seal to be hereunto  affixed,  all as of the date
first  above  written  and  Bank  One NA,  London  Branch,  in  evidence  of its
acceptance  of the  appointment  as London  Paying Agent and London  Calculation
Agent hereunder,  has caused this First Supplemental Indenture to be executed in
its  corporate  name  by one of its  authorized  officers,  and  its  seal to be
hereunto affixed and to be attested by one of its authorized officers, all as of
the date first above written.

                                      CIT GROUP INC.

                                      By
                                        ------------------------------------
                                        Name:
                                        Title:

Attest:


------------------------------
Title:

[Corporate Seal]

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

                                      By
                                        ------------------------------------
                                        Name:
                                        Title:

Attest:


------------------------------
Title:

[Corporate Seal]


                                      -63-
<PAGE>

                  [continuation of signature page to Indenture]

                                      BANK ONE NA, LONDON BRANCH
                                      as London Paying Agent and London
                                      Calculation Agent

                                      By
                                        ------------------------------------
                                        Name:
                                        Title:

Attest:


------------------------------
Title:


                                      -64-