<PAGE>
                                                                     EXHIBIT 4.4

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

                            CNA FINANCIAL CORPORATION

                                       AND

            J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, Trustee

                                   ----------

                                    INDENTURE

                         Dated as of __________ __, 200_

                                   ----------

                          Subordinated Debt Securities

================================================================================
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                              <C>
PARTIES......................................................................    1
RECITALS.....................................................................    1
Authorization of Indenture...................................................    1
Compliance with Legal Requirements...........................................    1
Purpose of and Consideration for Indenture...................................    1

                                   ARTICLE ONE

                                   DEFINITIONS

SECTION 1.1  Certain Terms Defined...........................................    1
   "Authenticating Agent"....................................................    2
   "Board of Directors"......................................................    2
   "Board Resolution"........................................................    2
   "Business Day"............................................................    2
   "CEDEL S.A."..............................................................    2
   "Capital Stock"...........................................................    2
   "Commission"..............................................................    2
   "Common Stock"............................................................    2
   "Company".................................................................    3
   "Company Notice"..........................................................    3
   "Company Order" or "Company Request"......................................    3
   "Corporate Trust Office"..................................................    3
   "Coupon"..................................................................    3
   "Coupon Security".........................................................    3
   "Debt"....................................................................    3
   "Depository"..............................................................    3
   "Dollar"..................................................................    3
   "ECU".....................................................................    4
   "Euro-clear"..............................................................    4
   "Event of Default"........................................................    4
   "Foreign Currency"........................................................    4
   "Global Security".........................................................    4
   "Holder", "Holder of Securities", "Securityholder"........................    4
   "Indenture"...............................................................    4
   "Officer's Certificate"...................................................    4
   "Opinion of Counsel"......................................................    4
   "Original Issue Date".....................................................    5
   "Original Issue Discount Security"........................................    5
   "Outstanding".............................................................    5
   "Paying Agent"............................................................    5
   "Person"..................................................................    5
   "Place of Payment"........................................................    6
   "principal"...............................................................    6
   "Principal Amount at Maturity"............................................    6
   "Redemption Price" or "redemption price"..................................    6
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<S>                                                                             <C>
   "Registered Holder".......................................................    6
   "Registered Security".....................................................    6
   "Responsible Officer".....................................................    6
   "Security" or "Securities"................................................    6
   "Series" or "Series of Securities"........................................    6
   "Stated Maturity".........................................................    6
   "Subsidiary"..............................................................    7
   "Tranche".................................................................    7
   "Trustee".................................................................    7
   "Trust Indenture Act of 1939".............................................    7
   "United States"...........................................................    7
   "United States Alien".....................................................    7
   "Unregistered Security"...................................................    7
   "vice president"..........................................................    7
   "Yield to Maturity".......................................................    7

                                   ARTICLE TWO

                                   SECURITIES

SECTION 2.1   Forms Generally................................................    8
SECTION 2.2   Form of Trustee's Certificate of Authentication................    8
SECTION 2.3   Amount Unlimited; Issuable in Series...........................    9
SECTION 2.4   Authentication and Delivery of Securities......................   12
SECTION 2.5   Execution of Securities........................................   13
SECTION 2.6   Certificate of Authentication..................................   14
SECTION 2.7   Denomination and Date of Securities; Payments of Interest......   14
SECTION 2.8   Registration, Transfer and Exchange............................   17
SECTION 2.9   Mutilated, Defaced, Destroyed, Lost and Stolen Securities......   21
SECTION 2.10  Cancellation of Securities, Destruction Thereof................   22
SECTION 2.11  Temporary Securities...........................................   22
SECTION 2.12  Compliance with Certain Laws and Regulations...................   25
SECTION 2.13  Appointment of Agents with Respect to Certain Calculations.....   25
SECTION 2.14  Securities Issuable in the Form of a Global Security...........   25

                                  ARTICLE THREE

                            COVENANTS OF THE COMPANY

SECTION 3.1   Payment of Principal and Interest..............................   28
SECTION 3.2   Offices for Payment, etc.......................................   28
SECTION 3.3   Appointment to Fill a Vacancy in Office of Trustee.............   30
SECTION 3.4   Paying Agents..................................................   30
SECTION 3.5   Written Statement to Trustee...................................   31
SECTION 3.6   Corporate Existence............................................   31
SECTION 3.7   Additional Amounts.............................................   31
SECTION 3.8   Defeasance of Certain Obligations and Certain Events of
                 Default.....................................................   32
</TABLE>


                                      -iii-
<PAGE>
<TABLE>
<S>                                                                             <C>
                                  ARTICLE FOUR

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

SECTION 4.1   Company to Furnish Trustee Information as to Names and
                 Addresses of Securityholders................................   34
SECTION 4.2   Preservation and Disclosure of Securityholders' Lists..........   35
SECTION 4.3   Reports by the Company.........................................   36
SECTION 4.4   Reports by the Trustee.........................................   37

                                  ARTICLE FIVE

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

SECTION 5.1   Event of Default Defined; Acceleration of Maturity; Waiver of
                 Default.....................................................   39
SECTION 5.2   Collection of Indebtedness by Trustee; Trustee May Prove Debt..   42
SECTION 5.3   Application of Proceeds........................................   45
SECTION 5.4   Suits for Enforcement..........................................   46
SECTION 5.5   Restoration of Rights on Abandonment of Proceedings............   46
SECTION 5.6   Limitations on Suits by Securityholders........................   47
SECTION 5.7   Unconditional Right of Securityholders to Institute Certain
                 Suits.......................................................   47
SECTION 5.8   Powers and Remedies Cumulative; Delay or Omission Not Waiver
                 of Default..................................................   48
SECTION 5.9   Control by Securityholders.....................................   48
SECTION 5.10  Waiver of Past Defaults........................................   49
SECTION 5.11  Trustee to Give Notice of Default, But May Withhold in Certain
                 Circumstances...............................................   49
SECTION 5.12  Right of Court to Require Filing of Undertaking to Pay Costs...   50

                                   ARTICLE SIX

                             CONCERNING THE TRUSTEE

SECTION 6.1   Duties and Responsibilities of the Trustee; Prior to Default;
                 During Default..............................................   50
SECTION 6.2   Certain Rights of the Trustee..................................   51
SECTION 6.3   Trustee Not Responsible for Recitals, Disposition of
                 Securities or Application of Proceeds Thereof...............   53
SECTION 6.4   Trustee and Agents May Hold Securities; Collections, etc.......   53
SECTION 6.5   Moneys Held by Trustee.........................................   53
SECTION 6.6   Compensation and Indemnification of Trustee and Its Prior
                 Claim.......................................................   53
SECTION 6.7   Right of Trustee to Rely on Officer's Certificate, etc.........   54
SECTION 6.8   Qualification of Trustee; Conflicting Interests................   54
SECTION 6.9   Persons Eligible for Appointment as Trustee....................   61
SECTION 6.10  Resignation and Removal; Appointment of Successor Trustee......   61
SECTION 6.11  Acceptance of Appointment by Successor Trustee.................   63
SECTION 6.12  Merger, Conversion, Consolidation or Succession to Business of
                 Trustee.....................................................   64
SECTION 6.13  Preferential Collection of Claims Against the Company..........   65
SECTION 6.14  Appointment of Authenticating Agent............................   69
</TABLE>


                                      -iv-
<PAGE>
<TABLE>
<S>                                                                             <C>
                                  ARTICLE SEVEN

                         CONCERNING THE SECURITYHOLDERS

SECTION 7.1   Evidence of Action Taken by Securityholders....................   70
SECTION 7.2   Proof of Execution of Instruments..............................   71
SECTION 7.3   Holders to Be Treated as Owners................................   71
SECTION 7.4   Securities Owned by Company Deemed Not Outstanding.............   72
SECTION 7.5   Right of Revocation of Action Taken............................   72

                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

SECTION 8.1   Supplemental Indentures Without Consent of Securityholders.....   73
SECTION 8.2   Supplemental Indentures With Consent of Securityholders........   74
SECTION 8.3   Effect of Supplemental Indenture...............................   76
SECTION 8.4   Documents to Be Given to Trustee...............................   76
SECTION 8.5   Notation on Securities in Respect of Supplemental Indentures...   76

                                  ARTICLE NINE

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1   Company May Consolidate, etc., on Certain Terms................   76
SECTION 9.2   Successor Corporation Substituted..............................   77
SECTION 9.3   Opinion of Counsel to Trustee..................................   77

                                   ARTICLE TEN

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 10.1  Satisfaction and Discharge of Indenture........................   78
SECTION 10.2  Application by Trustee of Funds Deposited for Payment of
                 Securities..................................................   81
SECTION 10.3  Repayment of Moneys Held by Paying Agent.......................   81
SECTION 10.4  Return of Unclaimed Moneys Held by Trustee and Paying Agent....   81
SECTION 10.5  Reinstatement of Company's Obligations.........................   82

                                 ARTICLE ELEVEN

                                  SUBORDINATION

SECTION 11.1  Securities Subordinate to Senior Indebtedness..................   82
SECTION 11.2  Payment Over of Proceeds upon Dissolution, etc.................   83
SECTION 11.3  Acceleration of Securities.....................................   85
SECTION 11.4  Default on Senior Indebtedness.................................   85
</TABLE>


                                       -v-
<PAGE>
<TABLE>
<S>                                                                             <C>
SECTION 11.5  Payment Permitted if No Default................................   86
SECTION 11.6  Subrogation to Rights of Holders of Senior Indebtedness........   87
SECTION 11.7  Provisions Solely to Define Relative Rights....................   87
SECTION 11.8  Trustee to Effectuate Subordination............................   88
SECTION 11.9  No Waiver of Subordination Provisions..........................   88
SECTION 11.10 Notice to Trustee..............................................   88
SECTION 11.11 Reliance on Judicial Order or Certificate of Liquidating
                 Agent.......................................................   89
SECTION 11.12 Trustee Not Fiduciary for Holders of Senior Indebtedness.......   90
SECTION 11.13 Rights of Trustee as Holder of Senior Indebtedness;
                 Preservation of Trustee's Rights............................   90
SECTION 11.14 Article Eleven Applicable to Paying Agents.....................   90

                                 ARTICLE TWELVE

                            MISCELLANEOUS PROVISIONS

SECTION 12.1  Incorporators, Stockholders, Officers and Directors of Company
                 Exempt from Individual Liability............................   91
SECTION 12.2  Provisions of Indenture for the Sole Benefit of Parties and
                 Securityholders.............................................   91
SECTION 12.3  Successors and Assigns of Company Bound by Indenture...........   91
SECTION 12.4  Notices and Demands on Company, Trustee and Securityholders....   91
SECTION 12.5  Officer's Certificates and Opinions of Counsel; Statements to
                 Be Contained Therein........................................   93
SECTION 12.6  Payments Due on Saturdays, Sundays and Holidays................   94
SECTION 12.7  Conflict of Any Provision of Indenture with Trust Indenture
                 Act of 1939.................................................   94
SECTION 12.8  New York Law to Govern.........................................   94
SECTION 12.9  Counterparts...................................................   94
SECTION 12.10 Effect of Headings.............................................   94
SECTION 12.11 Determination of Principal Amount..............................   94


                                ARTICLE THIRTEEN

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 13.1  Applicability of Article.......................................   95
SECTION 13.2  Notice of Redemption; Partial Redemptions......................   95
SECTION 13.3  Payment of Securities Called for Redemption....................   96
SECTION 13.4  Exclusion of Certain Securities from Eligibility for
                 Selection for Redemption....................................   97
SECTION 13.5  Mandatory and Optional Sinking Funds...........................   97
</TABLE>

TESTIMONIUM

SIGNATURES

ACKNOWLEDGMENTS

Exhibit A - Form of Certifications


                                      -vi-
<PAGE>
                            CROSS REFERENCE SHEET*/1/

     Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of
________ __, 200_, between CNA FINANCIAL CORPORATION and J.P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION, Trustee:

<TABLE>
<CAPTION>
Section of the Act            Section of Indenture
------------------       -----------------------------
<S>                      <C>
310(a)(1) and (2)                     6.9
310(a)(3) and (4)                Inapplicable
310(b)                   6.8 and 6.10(a), (b) and (d)
310(c)                           Inapplicable
311(a)                    6.13(a) and (c)(1) and (2)
311(b)                              6.13(b)
311(c)                           Inapplicable
312(a)                          4.1 and 4.2(a)
312(b)                          4.2(a) and (b)
312(c)                              4.2(c)
313(a)                   4.4(a)(i), (ii), (iii), (iv),
                                 (v) and (vi)
313(b)(1)                        Inapplicable
313(b)(2)                             4.4
313(c)                                4.4
313(d)                                4.4
314(a)                                4.3
314(b)                           Inapplicable
314(c)(1) and (2)                    11.5
314(c)(3)                        Inapplicable
314(d)                           Inapplicable
314(e)                               11.5
314(f)                           Inapplicable
315(a), (c) and (d)                   6.1
315(b)                               5.11
315(e)                               5.12
316(a)(1)                        5.9 and 5.10
316(a)(2)                        Not required
316(a) (last sentence)                7.4
316(b)                                5.7
317(a)                                5.2
317(b)                          3.4(a) and (b)
318(a)                               11.7
</TABLE>

----------
*    This Cross Reference Sheet is not part of the Indenture.


                                      -vii-
<PAGE>
     THIS INDENTURE, dated as of _______ __, 200_ between CNA FINANCIAL
CORPORATION, a Delaware corporation (the "Company"), and J.P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee (the
"Trustee"),

                                   WITNESSETH:

     WHEREAS, the Company has duly authorized the issue from time to time of its
unsecured subordinated debentures, notes or other evidences of subordinated
indebtedness to be issued in one or more Series (the "Securities") up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture and to provide, among other things, for the
authentication, delivery and administration thereof, the Company has duly
authorized the execution and delivery of this Indenture; and

     WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done;

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities by the
holders thereof, the Company and the Trustee mutually covenant and agree for the
equal and proportionate benefit of the respective holders from time to time of
the Securities as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

     SECTION 1.1 Certain Terms Defined. The following terms (except as otherwise
expressly provided or unless the context otherwise clearly requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section. All other terms used in this
Indenture that are defined in the Trust Indenture Act of 1939 or the definitions
of which in the Securities Act of 1933 are referred to in the Trust Indenture
Act of 1939, including terms defined therein by reference to the Securities Act
of 1933 (except as herein otherwise expressly provided or unless the context
otherwise clearly requires), shall have the meanings assigned to such terms in
said Trust Indenture Act and in said Securities Act as in force at the date of
this Indenture. All accounting terms used herein and not expressly defined shall
have the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "generally accepted accounting principles"
means such accounting principles as are generally accepted at the time of any
computation. The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole, as supplemented and amended
from time to time, and not to any particular Article, Section or other
subdivision. The terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular.

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

     "Board of Directors" means either the Board of Directors of the Company or
the Executive Committee or other committee of such Board duly authorized to act
hereunder.
<PAGE>
     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "Business Day" means, except as may otherwise be provided in the form of
Securities of any particular Series, with respect to any Place of Payment, any
day, other than a Saturday or Sunday, that is not a legal holiday, or a day on
which banking institutions are authorized or required by law or regulation to
close in The City of New York or in that Place of Payment, or with respect to
Securities denominated in a Foreign Currency, the capital city of the country of
such Foreign Currency, or with respect to Securities denominated in ECU,
Brussels, Belgium.

     "CEDEL S.A." means Central de Liaison de Valeurs Mobilieres S.A.

     "Capital Stock" for any corporation means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) stock issued by that corporation.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act of 1939, then the body performing such duties on such date.

     "Common Stock" means the shares of Common Stock, par value $2.50 per share,
of the Company as it exists on the date of this Indenture or any other shares of
Capital Stock of the Company into which the Common Stock shall be reclassified
or changed.

     "Company" means CNA Financial Corporation, a Delaware corporation, and,
subject to Article Nine, its successors and assigns.

     "Company Notice" means the confirmation of the Company, transmitted by
telex, telecopy or in writing to the Trustee of the terms of the issuance of any
Securities issuable in Tranches.

     "Company Order" or "Company Request" means a written order or request of
the Company, signed in its name by its President, Senior Vice President and
Chief Financial Officer or Treasurer.

"Corporate Trust Office" means the office of the Trustee at which the corporate
trust business of the Trustee shall, at any particular time, be principally
administered, which office is, at the date as of which this Indenture is dated,
located at 55 West Monroe Street, 15th Floor, Chicago, Illinois 60602,
Attention: Institutional Trust Services.

     "Coupon" means any interest coupon appertaining to any Security.

     "Coupon Security" means any Security authenticated and delivered with one
or more Coupons appertaining thereto.

     "Debt" means with respect to any person at any date, without duplication,
(i) all obligations of such person for borrowed money, (ii) all obligations of
such person evidenced by bonds, debentures, notes, or other similar instruments,
(iii) all obligations of the type described in clause (i) and/or clause (ii)
secured by a lien on any asset of such person, whether or not such obligation is
assumed by such person and (iv) all obligations of the type described in clause
(i) and/or clause (ii) for the payment of which such person is responsible or
liable as obligor or guarantor.


                                       -2-
<PAGE>
     "Depository" means, unless otherwise specified by the Company pursuant to
Section 2.3, with respect to Securities of any series issuable or issued as a
Global Security, The Depository Trust Company, New York, New York, or any
successor thereto registered as a clearing agency pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation.

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

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

     "Euro-clear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euro-clear System.

     "Event of Default" means any event or condition specified as such in
Section 5.1.

     "Foreign Currency" means a currency issued by the government of any country
other than the United States.

     "Global Security", when used with respect to any series of Securities
issued hereunder, means a Security which is executed by the Company and
authenticated and delivered by the Trustee to the Depository pursuant to the
Depository's instruction, all in accordance with this Indenture and an indenture
supplemental hereto, if any, or Board Resolution and pursuant to a Company
Order, which Global Security shall be registered in the name of the Depository
or its nominee and which shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all of the Outstanding Securities of
such series or any portion thereof, in either case having the same terms,
including, without limitation, the same original issue date, date or dates on
which principal is due, and interest rate or method of determining interest.

     "Holder", "Holder of Securities", "Securityholder" or other similar terms
mean the bearer of an Unregistered Security or a Registered Holder of a
Registered Security and, when used with respect to any Coupon, means the bearer
thereof.

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both, and shall include the forms and terms of particular Series of Securities
established as contemplated hereunder.

     "Officer's Certificate" means a certificate signed by the President, the
Senior Vice President and Chief Financial Officer or the Treasurer of the
Company and delivered to the Trustee. Each such certificate shall include the
statements provided for in Section 12.5.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel
who may be an employee of or counsel to the Company. Each such opinion shall
include the statements provided for in Section 12.5.

     "Original Issue Date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.


                                       -3-
<PAGE>
     "Original Issue Discount Security" means any Security which provides for an
amount less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the maturity thereof pursuant to Section 5.1.

     "Outstanding" (except as otherwise provided in Section 6.8), when used with
reference to Securities, shall, subject to the provisions of Section 7.4, mean,
as of any particular time, all Securities authenticated and delivered by the
Trustee under this Indenture, except

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

          (b) 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 Company) or shall
     have been set aside, segregated and held in trust by the Company for the
     holders of such Securities (if the Company shall act as its own paying
     agent), provided that if such Securities, or portions thereof, are to be
     redeemed prior to the maturity thereof, notice of such redemption shall
     have been given as herein provided, or provision satisfactory to the
     Trustee shall have been made for giving such notice; and

          (c) Securities in substitution for which other Securities shall have
     been authenticated and delivered, or which shall have been paid, pursuant
     to the terms of Section 2.9 (except with respect to any such Security as to
     which proof satisfactory to the Trustee is presented that such Security is
     held by a person in whose hands such Security is a legal, valid and binding
     obligation of the Company).

     "Paying Agent" means any Person (which may include the Company) authorized
by the Company to pay the principal of or interest, if any, on any Security on
behalf of the Company.

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

     "Place of Payment" when used with respect to the Securities of any Series,
means the place or places where the principal of and interest, if any, on the
Securities of that Series are payable as specified pursuant to Section 3.2.

     "principal" whenever used with reference to the Securities or any Security
or any portion thereof, shall be deemed to include "and premium, if any."

     "Principal Amount at Maturity" of a Security means the Principal Amount at
Maturity as set forth on the face of the Security.

     "Redemption Price" or "redemption price" means the price at which the
Securities of any Series shall or may be redeemed in accordance with the terms
of such Securities, as provided in the Board Resolution or in any indenture
supplemental hereto establishing such Series as contemplated by Section 2.3.

     "Registered Holder" when used with respect to a Registered Security means
the person in whose name such Security is registered in the Security register.

     "Registered Security" means any Security registered in the Security
register.


                                       -4-
<PAGE>
     "Responsible Officer" when used with respect to the Trustee shall mean any
officer in the corporate trust department (or any successor group) of the
Trustee including any vice president, assistant vice president, assistant
secretary, or any other officer or 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 at the Corporate Trust Office because of his or her knowledge of and
familiarity with the particular subject.

     "Security" or "Securities" (except as otherwise provided in Section 6.8)
has the meaning stated in the first recital of this Indenture, or, as the case
may be, Securities that have been authenticated and delivered under this
Indenture.

     "Series" or "Series of Securities" means a series of Securities. Except in
Sections 1.1 - "Outstanding," 2.3 and 7.4 and Articles Five, Six and Eleven, the
terms "Series" or "Series of Securities" shall also mean a Tranche in the event
that the applicable Series may be issued in separate Tranches.

     "Stated Maturity", when used with respect to any Security of any Series,
means the date specified in such Security as the fixed date on which an amount
equal to the Principal Amount at Maturity of such Security is due and payable,
as provided in the Board Resolution or in any indenture supplemental hereto
establishing such Series as contemplated by Section 2.3.

     "Subsidiary" means any corporation, of which at least a majority of the
Voting Stock is at the time owned directly or indirectly by the Company or by
the Company and its other Subsidiaries. The term "Voting Stock" means
outstanding shares of stock having voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such voting
power because of default in dividends or some other default.

     "Tranche" means all Securities of the same Series which have the same issue
date, maturity date and other terms.

     "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article Six, any successor trustee.

     "Trust Indenture Act of 1939" (except as otherwise provided in Sections 8.1
and 8.2) means the Trust Indenture Act of 1939 as in force at the date as of
which this Indenture was originally executed.

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

     "United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non- resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non- resident alien fiduciary of a foreign estate or trust.

     "Unregistered Security" means any Security not registered as to principal.

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


                                       -5-
<PAGE>
     "Yield to Maturity" means the yield to maturity on a series of Securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated by the
Company in accordance with accepted financial practice.

                                   ARTICLE TWO

                                   SECURITIES

     SECTION 2.1 Forms Generally. The Securities of each Series (including any
temporary or permanent global Securities) and the Coupons, if any, shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to a Board Resolution (or, to the extent established
pursuant to, rather than set forth in, such Board Resolution, in an Officer's
Certificate) or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture (the provisions of which shall be
appropriate to reflect the terms of each Series of Securities, including the
currency or denomination, which may be Dollars, Foreign Currency or ECU) and may
have imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Indenture, as may be required to comply
with any law or with any rules or regulations pursuant thereto, or with any
rules of any securities exchange or to conform to general usage, all as may be
determined by the officers executing such Securities and Coupons, if any, as
evidenced by their execution of the Securities and Coupons, if any.

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

     SECTION 2.2 Form of Trustee's Certificate of Authentication. The Trustee's
certificate of authentication on all Securities shall be in substantially the
following form:

          "This is one of the Securities of the Series designated herein and
     referred to in the within-mentioned Indenture.

                                        J.P. MORGAN TRUST COMPANY,
                                        NATIONAL ASSOCIATION, as Trustee


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

     SECTION 2.3 Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

     The Securities may be issued in one or more Series. There shall be
established in or pursuant to a Board Resolution, or to the extent established
pursuant to, rather than set forth in, such resolution, established in an
Officer's Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any Series:


                                       -6-
<PAGE>
          (1) the title of the Securities of the Series (which title shall
     distinguish the Securities of the Series from all other Securities issued
     by the Company);

          (2) any limit upon the aggregate principal amount of the Securities of
     the Series that may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     Series pursuant to Sections 2.8, 2.9, 2.11 or 13.3);

          (3) whether Securities of the Series are to be issuable as Registered
     Securities, Unregistered Securities or both, whether the securities of such
     Series are to be uncertificated and whether any Securities of the Series
     are to be issuable initially in temporary global form and whether any
     Securities of the Series are to be issuable in permanent global form with
     or without coupons and, if so, (i) whether beneficial owners of interest in
     any such permanent global Security may exchange such interest for
     Securities of such Series and of like tenor of any authorized form and
     denomination and the circumstances under which any such exchanges may
     occur, if other than in the manner provided in Section 2.8 and (ii) the
     name of the depositary with respect to any global Security;

          (4) the Person to whom any interest in any Registered Security of the
     Series shall be payable, if other than the Person in whose name the
     Security (or one or more predecessor Securities) is registered at the close
     of business on the record date for such interest, the manner in which, or
     the Person to whom, any interest on any Unregistered Security of the Series
     shall be payable, if otherwise than upon presentation and surrender of the
     Coupons appertaining thereto as they severally mature, and the extent to
     which, or the manner in which, any interest payable on a temporary global
     Security on an interest payment date will be paid if other than in the
     manner provided in Section 2.11;

          (5) the date or dates on which the principal of the Securities of the
     Series is payable;

          (6) the rate or rates (or formula for determining such rates) at which
     the Securities of the Series shall bear interest, if any, 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 Holders to whom interest is payable;

          (7) whether the interest rate or interest rate formula, as the case
     may be, for Securities of the Series may be reset at the option of the
     Company and, if so, the date or dates on which such interest rate or
     interest rate formula, as the case may be, may be reset;

          (8) the place or places where the principal and interest on Securities
     of the Series shall be payable (if other than as provided in Section 3.2),
     any Registered Securities of the Series may be surrendered for registration
     of transfer, Securities of the Series may be surrendered for exchange and
     notices and demands to or upon the Company in respect of the Securities of
     the Series and this Indenture may be served;

          (9) the price or prices at which, the period or periods within which
     and the terms and conditions upon which Securities of the Series may be
     redeemed or repurchased, in whole or in part, at the option of the Company
     or repaid at the option of the Holders;

          (10) the obligation, if any, of the Company to redeem, purchase or
     repay Securities of the Series pursuant to any sinking fund or analogous
     provisions or at the option of a Holder thereof and the price or prices at
     which and the period or periods within which and the terms and


                                       -7-
<PAGE>
     conditions upon which Securities of the Series shall be redeemed, purchased
     or repaid, in whole or in part, pursuant to such obligation;

          (11) the denominations in which any Registered Securities of the
     Series may be issued, if other than denominations of $1,000 and any
     integral multiple thereof, and the denomination or denominations in which
     any Unregistered Securities of the Series may be issued, if other than the
     denomination of $5,000;

          (12) the form of the Securities (or forms thereof if Unregistered and
     Registered Securities shall be issuable in such Series), including such
     legends as required by law or as the Company deems necessary or
     appropriate, the form of any Coupons or temporary global Security which may
     be issued and the forms of any certificates which may be required hereunder
     or which the Company may require in connection with the offering, sale,
     delivery or exchange of Unregistered Securities;

          (13) the currencies or currencies, including composite currencies, in
     which payments of interest or principal are payable with respect to the
     Securities of the Series if other than the currency of the United States of
     America;

          (14) if the amount of payments of principal of or interest on the
     Securities of any Series may be determined with reference to the
     differences in the price of or rate of exchange between any indexes,
     currencies or commodities, the manner in which such amounts shall be
     determined;

          (15) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the Series which shall be payable upon
     acceleration of the maturity thereof pursuant to Section 5.1 or provable in
     bankruptcy pursuant to Section 5.2;

          (16) whether Securities of the Series are issuable in Tranches;

          (17) any additional events of default or restrictive covenants with
     respect to the Securities of such Series which are not set forth herein,
     and whether any such additional events of default or restrictive covenants
     are subject to defeasance in accordance with Section 3.8;

          (18) any other terms or conditions upon which the Securities of the
     Series are to be issued (which terms shall not be inconsistent with the
     provisions of this Indenture); and

          (19) any trustees, authenticating or paying agents, transfer agents or
     registrars or any other agents with respect to the Securities of such
     Series.

     All Securities of any one Series shall be substantially identical except as
to denomination, except as provided in the immediately succeeding paragraph, and
except as may otherwise be provided in or pursuant to such Board Resolution or
Officer's Certificate or in any such indenture supplemental hereto. All
Securities of any one Series need not be issued at the same time, and unless
otherwise provided, a Series may be reopened for issuances of additional
Securities of such Series.

     Each Series may be issued in one or more Tranches. Except as provided in
the foregoing paragraph, all Securities of a Tranche shall have the same terms,
including issue date, except that Securities of the same Tranche may be issued
in different denominations of the same currency or composite currency.


                                       -8-
<PAGE>
     SECTION 2.4 Authentication and Delivery of Securities. At any time and from
time to time after the execution and delivery of this Indenture, the Company may
deliver Securities of any Series having attached thereto appropriate Coupons, if
any, executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities; provided, however, that in connection with its original issuance, no
Unregistered Security shall be mailed or otherwise delivered to any location in
the United States; and provided, further, that an Unregistered Security may be
delivered in connection with its original issuance only if the Person entitled
to receive such Unregistered Security shall have furnished a certificate in the
form of Exhibit A-1 hereto dated no earlier than 15 days prior to the earlier of
the date on which such Unregistered Security is delivered and the date on which
any temporary Security first becomes exchangeable for such Unregistered Security
in accordance with the terms of such temporary Security and this Indenture. If
any Security shall be represented by a permanent global Unregistered Security,
then, for purposes of this Section and Section 2.11, the notation of a
beneficial owner's interest therein upon original issuance of such Security or
upon exchange of a portion of a temporary global Security shall be deemed to be
delivered in connection with its original issuance of such beneficial owner's
interest in such permanent global Unregistered Security. In authenticating such
Securities and accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled to receive and
(subject to Section 6.1) shall be fully protected in relying upon:

          (1) a Company Order requesting such authentication and setting forth
     delivery instructions if the Securities are not to be delivered to the
     Company;

          (2) any Board Resolution, Officer's Certificate and/or supplemental
     indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the
     forms of the Securities of any such Series were established;

          (3) an Officer's Certificate setting forth the form and terms of the
     Securities stating that the form and terms of the Securities have been
     established pursuant to Sections 2.1 and 2.3 and comply with this
     Indenture, and covering such other matters as the Trustee may reasonably
     request;

          (4) an Opinion of Counsel to the effect that:

               (a) the form or forms and terms of such Securities have been
          established pursuant to Sections 2.1 and 2.3 and comply with this
          Indenture;

               (b) the authentication and delivery of such Securities by the
          Trustee are authorized under the provisions of this Indenture;

               (c) such Securities, when authenticated and delivered by the
          Trustee and issued by the Company in the manner and subject to any
          conditions specified in such Opinion of Counsel, will constitute valid
          and binding obligations of the Company;

               (d) all laws and requirements in respect of the execution and
          delivery by the Company have been complied with; and

               (e) covering such other matters as the Trustee may reasonably
          request;

provided, however, that in the case of any Series issuable in Tranches, if the
Trustee has previously received the documents referred to in Section 2.4(1)-(4)
with respect to any Tranche of such Series, the


                                       -9-
<PAGE>
Trustee shall authenticate and deliver Securities of such Series executed and
delivered by the Company for original issuance upon receipt by the Trustee of
the applicable Company Notice.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Company or if the
issue of such Securities pursuant to this Indenture will affect the Trustee's
own rights, duties or immunities under this Indenture in a manner not reasonably
acceptable to the Trustee.

     SECTION 2.5 Execution of Securities. The Securities shall be signed on
behalf of the Company by the Chairman of its Board of Directors or its president
or any vice president or its treasurer or any assistant treasurer, under its
corporate seal which may, but need not, be attested. Such signatures may be the
manual or facsimile signatures of the present or any future such officers. The
seal of the Company may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Securities.
Typographical and other minor errors or defects in any such reproduction of the
seal or any such signature shall not affect the validity or enforceability of
any Security that has been duly authenticated and delivered by the Trustee. Any
Coupons attached to any Unregistered Security shall be executed on behalf of the
Company by the manual or facsimile signature of any such officer of the Company.

     In case any officer of the Company who shall have signed any of the
Securities or Coupons shall cease to be such officer before the Security or
Coupon so signed shall be authenticated and delivered by the Trustee or disposed
of by the Company, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or Coupon
had not ceased to be such officer of the Company; and any Security or Coupon may
be signed on behalf of the Company by such persons as, at the actual date of the
execution of such Security or Coupon, shall be the proper officers of the
Company, although at the date of the execution and delivery of this Indenture
any such person was not such an officer.

     SECTION 2.6 Certificate of Authentication. Only such Securities and Coupons
appertaining thereto as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, executed by the Trustee by the
manual signature of one of its authorized officers, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee upon any Security executed by the Company shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

     The Trustee shall not authenticate or deliver any Unregistered Security
until any matured Coupons appertaining thereto have been detached and canceled,
except as otherwise provided or permitted by this Indenture.

     SECTION 2.7 Denomination and Date of Securities; Payments of Interest. The
Securities shall be issuable in denominations as shall be specified as
contemplated by Section 2.3. In the absence of any such specification with
respect to the Securities of any Series, Registered Securities of such Series
shall be issuable in denominations of $1,000 and any multiple thereof, and
Unregistered Securities of such Series shall be issuable in denominations of
$5,000, and interest shall be computed on the basis of a 360-day year of twelve
30-day months. The Securities shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Company executing the same may determine with the approval of the Trustee as
evidenced by the execution and authentication thereof.

     Each Registered Security shall be dated the date of its authentication,
each Unregistered Security shall be dated as of the date of original issuance of
the first Security of such Series to be issued, shall bear


                                      -10-
<PAGE>
interest from the date and shall be payable on the dates, in each case, which
shall be specified as contemplated by Section 2.3.

     Interest on any Security which is payable, and is punctually paid or duly
provided for, on any interest payment date shall be paid, in the case of
Registered Securities, to the person in whose name that Security (or one or more
predecessor Securities) is registered at the close of business on the regular
record date for the payment of such interest and, in the case of Unregistered
Securities, upon surrender of the Coupon appertaining thereto in respect of the
interest due on such interest payment date. At the option of the Company,
payment of interest on any Registered Security may be made, subject to Section
3.2, by check mailed to the Registered Holder's address as shown on the Security
register.

     The term "record date" as used with respect to any interest payment date
(except for a date for payment of defaulted interest) shall mean the date
specified as such in the terms of the Securities of any particular Series, or,
if no such date is so specified, if such interest payment date is the first day
of a calendar month, the close of business on the fifteenth day of the next
preceding calendar month or, if such interest payment date is the fifteenth day
of a calendar month, the close of business on the first day of such calendar
month, whether or not such record date is a Business Day.

     Any interest on any Security of any Series which is payable, but is not
punctually paid or duly provided for, on any interest payment date (called
"defaulted interest" for the purpose of this Section) shall forthwith cease to
be payable to the Registered Holder on the relevant regular record date by
virtue of his having been such Holder; and such defaulted interest may be paid
by the Company, at its election in each case, as provided in clause (1) or
clause (2) below:

          (1) The Company may elect to make payment of any defaulted interest to
     the persons in whose names any such Registered Securities (or their
     respective predecessor Securities) are registered at the close of business
     on a special record date for the payment of such defaulted interest, which
     shall be fixed in the following manner. At least 20 days prior to the date
     of a proposed payment of defaulted interest, the Company shall notify the
     Trustee in writing of the amount of defaulted interest proposed to be paid
     on each Security of such Series and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an amount of
     money equal to the aggregate amount proposed to be paid in respect of such
     defaulted interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the persons entitled to
     such defaulted interest as in this clause provided. Thereupon the Trustee
     shall fix a special record date for the payment of such defaulted interest
     in respect of Registered Securities of such Series which shall be not more
     than 15 nor less than 10 days prior to the date of the proposed payment and
     not less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Company of such
     special record date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such defaulted interest and
     the special record date thereof to be mailed, first class postage prepaid,
     to each Registered Holder at his address as it appears in the Security
     register, not less than 10 days prior to such special record date. Notice
     of the proposed payment of such defaulted interest and the special record
     date therefor having been mailed as aforesaid, such defaulted interest in
     respect of Registered Securities of such Series shall be paid to the person
     in whose names such Securities (or their respective predecessor Securities)
     are registered on such special record date and such defaulted interest
     shall no longer be payable pursuant to the following clause (2).

          (2) The Company may make payment of any defaulted interest on the
     Securities of any Series in any other lawful manner not inconsistent with
     the requirements of any securities


                                      -11-
<PAGE>
     exchange on which the Securities of that Series may be listed, and upon
     such notice as may be required by such exchange, if, after notice given by
     the Company to the Trustee of the proposed payment pursuant to this clause,
     such payment shall be deemed practicable by the Trustee.

     Any defaulted interest payable in respect of any Security of any Series
which is not a Registered Security shall be payable pursuant to such procedures
as may be satisfactory to the Trustee in such manner that there is no
discrimination as between the Holders of Registered Securities and other
Securities of the same Series, and notice of the payment date therefor shall be
given by the Trustee, in the name and at the expense of the Company, in the
manner specified in Section 12.4.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

     SECTION 2.8 Registration, Transfer and Exchange. The Company will keep at
each office or agency to be maintained for the purpose as provided in Section
3.2 for each Series of Securities a register or registers in which, subject to
such reasonable regulations as it may prescribe, it will register, and will
register the transfer of, Registered Securities as in this Article provided.
Such register shall be in written form in the English language or in any other
form capable of being converted into such form within a reasonable time. At all
reasonable times such register or registers shall be open for inspection by the
Trustee.

     Upon due presentation for registration of transfer of any Registered
Security of any Series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Company shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same Series in
authorized denominations for a like aggregate principal amount.

     At the option of the Holder, Registered Securities of any Series may be
exchanged for other Registered Securities of the same Series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at any such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive. Except as otherwise specified as
contemplated by Section 2.3, Unregistered Securities may not be issued in
exchange for Registered Securities.

     At the option of the Holder, Unregistered Securities of any Series may be
exchanged for Registered Securities of the same Series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Unregistered Securities to be exchanged at any such office or agency,
with all unmatured coupons, if any, and all matured coupons, if any, in default
thereto appertaining. If the Holder of an Unregistered Security is unable to
produce any such unmatured coupons and all matured coupon or coupons or matured
coupon or coupons in default, such exchange may be effected if the Unregistered
Securities are accompanied by payment in funds acceptable to the Company in an
amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 3.2, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case an


                                      -12-
<PAGE>
Unregistered Security of any Series is surrendered at any such office or agency
in exchange for a Registered Security of the same Series and like tenor after
the close of business at such office or agency on any record date and before the
opening of business at such office or agency on the relevant interest payment
date, such Unregistered Security shall be surrendered without the coupon
relating to such interest payment date and interest will not be payable on such
interest payment date in respect of the Registered Security issued in exchange
for such Unregistered Security, but will be payable only to the Holder of such
coupon when due in accordance with the provisions of this Indenture.

     Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 2.3, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the beneficial owners of interests in a
permanent global Security are entitled to exchange such interests for Securities
of such Series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 2.3, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities of that Series in aggregate principal amount equal to the
principal amount of such permanent global Security, executed by the Company. On
or after the earliest date on which such interests may be so exchanged, such
permanent global Securities shall be surrendered from time to time by the
depositary holding such global security and in accordance with instructions
given to the Trustee and such depositary (which instructions shall be in writing
but need not comply with Section 12.5 or be accompanied by an Opinion of
Counsel), as shall be specified in the Company Order with respect to the
Trustee, as the Company's agent for such purpose, to be exchanged, in whole or
in part, for definitive Securities of the same Series without charge. The
Trustee shall authenticate and make available for delivery, in exchange for each
portion of such surrendered permanent global Security, a like aggregate
principal amount of definitive Securities of the same Series of authorized
denominations and of like tenor as the portion of such permanent global Security
to be exchanged which (unless the Securities of the Series are not issuable both
as Unregistered Securities and as Registered Securities, in which case the
definitive Securities exchanged for the permanent global Security shall be
issuable only in the form which the Securities are issuable, as specified as
contemplated by Section 2.3) shall be in the form of Unregistered Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days before any
selection of Securities of that Series to be redeemed and ending on the relevant
Redemption Date; and provided, further, that no Unregistered Security delivered
in exchange for a portion of a permanent global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following any
such exchange in part, such permanent global Security shall be returned by the
Trustee to the depositary or such other depositary referred to above in
accordance with the instructions of the Company referred to above. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of interest or defaulted interest, as the case
may be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered Security, but will be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, only to the Person to whom interest in respect of such portion of such
permanent global Security is payable in accordance with the provisions of this
Indenture.

     Upon presentation for registration of any Unregistered Securities of any
Series which by its terms is registrable as to principal, at the office or
agency of the Company to be maintained as provided in Section 3.2, such Security
shall be registered as to principal in the name of the Holder thereof and such
registration shall be noted on such Security. Any Security so registered shall
be transferable on the registry books of the Company upon presentation of such
Security at such office or agency for similar


                                      -13-
<PAGE>
notation thereon, but such Security may be discharged from registration by being
in a like manner transferred to bearer, whereupon transferability by delivery
shall be restored. Unregistered Securities shall continue to be subject to
successive registrations and discharges from registration at the option of the
Holders thereof.

     Unregistered Securities shall be transferable by delivery, except while
registered as to principal. Registration of any Coupon Security shall not effect
the transferability by delivery of the Coupons appertaining thereto which shall
continue to be payable to bearer and transferable by delivery.

     All Securities and Coupons issued upon any transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
and Coupons surrendered upon such transfer or exchange.

     Every Security presented or surrendered for registration of transfer or
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities, other than exchanges pursuant to
Section 2.11, 8.5 or 13.3 not involving any transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any Series during a period beginning at the opening of
business 15 days before any selection of Securities of that Series to be
redeemed and ending at the close of business on (A) if Securities of the Series
are issuable only as Registered Securities, the day of the mailing of the
relevant notice of redemption and (B) if Securities of the Series are issuable
as Unregistered Securities, the day of the first publication of the relevant
notice of redemption or, if Securities of the Series are also issuable as
Registered Securities and there is no publication, the mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption, in whole or in part, except the
unredeemed portion of any Security being redeemed in part, or (iii) to exchange
any Unregistered Security so selected for redemption except that such an
Unregistered Security may be exchange for a Registered Security of that Series
and like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption.

     All Securities issued upon any transfer or exchange of Securities shall be
valid obligations of the Company, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Securities surrendered upon such
transfer or exchange.

     None of the Trustee, any agent of the Trustee, any Paying Agent or the
Company will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.

     SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In
case any temporary or definitive Security or Coupon shall become mutilated,
defaced or be destroyed, lost or stolen, the Company in its discretion may
execute, and upon the written request of any officer of the Company, the Trustee
shall authenticate and deliver, a new Security of the same Series or Coupon,
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated or defaced Security or Coupon, or in lieu of and substitution
for the Security or Coupon so destroyed, lost or stolen. In every


                                      -14-
<PAGE>
case the applicant for a substitute Security or Coupon shall furnish to the
Company and to the Trustee and to any agent of the Company or the Trustee such
security or indemnity as may be required by them to indemnify and defend and to
save each of them harmless and, in every case of destruction, loss or theft,
evidence to their satisfaction of the destruction, loss or theft of such
Security or Coupon and of the ownership thereof.

     Upon the issuance of any substitute Security or Coupon, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith. In case any Security
or Coupon which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Security or Coupon, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated or defaced Security or Coupon), if the applicant for such
payment shall furnish to the Company and to the Trustee and any agent of the
Company or the Trustee such security or indemnity as any of them may require to
save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company and the Trustee and any agent of
the Company or the Trustee evidence to their satisfaction of the destruction,
loss or theft of such Security or Coupon and of the ownership thereof.

     Every substitute Security of any Series or Coupon issued pursuant to the
provisions of this Section by virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set
forth in) this Indenture equally and proportionately with any and all other
Securities of such Series or Coupons duly authenticated and delivered hereunder.
All Securities or Coupons shall be held and owned upon the express condition
that, to the extent permitted by the law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, defaced, destroyed,
lost or stolen Securities or Coupons and shall preclude any and all other rights
or remedies notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

     SECTION 2.10 Cancellation of Securities, Destruction Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund and all Coupons surrendered for payment or exchange, shall, if surrendered
to the Company or any agent of the Company or the Trustee, be delivered to the
Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities or Coupons shall be issued in lieu thereof, except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall destroy cancelled Securities and Coupons held by it and deliver a
certificate of destruction to the Company. If the Company shall acquire any of
the Securities and Coupons, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Securities and Coupons
unless and until the same are delivered to the Trustee for cancellation.

     SECTION 2.11 Temporary Securities. Pending the preparation of definitive
Securities of any Series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, in registered form or, if authorized, in bearer form with
one or more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing may
determine, as evidenced by their execution of such Securities. In the case of
any Series issuable as Unregistered Securities, such temporary Securities may be
in global form.


                                      -15-
<PAGE>
     Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any Series are issued, the Company will cause definitive
Securities of that Series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such Series, the temporary Securities of
such Series shall be exchangeable for definitive Securities of such Series upon
surrender of the temporary Securities of such Series at the office or agency of
the Company maintained pursuant to Section 3.2 for the purpose of exchanges of
Securities of such Series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any Series (accompanied
by any unmatured coupons appertaining thereto) the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like aggregate
principal amount of definitive Securities of the same Series and of like tenor
of authorized denominations; provided, however, that no definitive Unregistered
Security shall be delivered in exchange for a temporary Registered Security; and
provided, further, that a definitive Unregistered Security shall be delivered in
exchange for a temporary Unregistered Security only in compliance with the
conditions set forth in Section 2.4.

     If temporary Securities of any Series are issued in global form, any such
temporary global Security shall, unless otherwise provided therein, be delivered
to the London office of a depositary or common depositary (the "Common
Depositary"), for the benefit of Euro-clear and CEDEL S.A., for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

     Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, or, if so specified as contemplated by
Section 2.3, a permanent global Security, in either case, executed by the
Company. On or after the Exchange Date, such temporary global Security shall be
surrendered by the Common Depositary to the Trustee, as the Company's agent for
such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities without charge and the Trustee shall authenticate and
deliver, in exchange for each portion of such temporary global Security, an
equal aggregate principal amount of definitive Securities of the same Series of
authorized denominations and of like tenor as the portion of such temporary
global Security to be exchanged. The definitive Securities to be delivered in
exchange for any such temporary global Security shall be in bearer form,
registered form, permanent global bearer form or permanent global registered
form, or any combination thereof, as specified as contemplated by Section 2.3,
and, if any combination thereof is so specified, as requested by the beneficial
owner thereof; provided, however, that, unless otherwise specified in such
temporary global Security, upon such presentation by the Common Depositary, such
temporary global Security is accompanied by a certificate dated the Exchange
Date or a subsequent date and signed by Euro-clear as to the portion of such
temporary global Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by CEDEL
S.A. as to the portion of such temporary global Security held for its account
then to be exchanged, each in the form set forth in Exhibit A-2 to this
Indenture; and provided, further, that definitive Unregistered Securities shall
be delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 2.4.

     Unless otherwise specified in such temporary global Security, the interest
of a beneficial owner of Securities of a Series in a temporary global Security
shall be exchanged for definitive Securities of the same Series and of like
tenor following the Exchange Date when the account holder instructs Euro-clear
or CEDEL S.A., as the case may be, to request such exchange on his behalf and
delivers to Euro-clear or CEDEL, S.A., as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture, dated no earlier than 15 days
prior to the Exchange Date. Unless otherwise specified in such temporary global
Security, any such exchange shall be made free of charge to the beneficial
owners of such temporary


                                      -16-
<PAGE>
global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like in the event that
such Person does not take delivery of such definitive Securities in person at
the offices of Euro-clear or CEDEL S.A. Definitive Securities in bearer form to
be delivered on exchange for any portion of a temporary global Security shall be
delivered only outside the United States.

     Until exchanged in full as hereinabove provided, the temporary Securities
of any Series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same Series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 2.3, interest payable on a temporary global Security
on an interest payment date for Securities of such Series occurring prior to the
applicable Exchange Date shall be payable to Euro-clear and CEDEL S.A. on such
Interest Payment Date upon delivery by Euro-clear and CEDEL S.A. to the Trustee
of a certificate or certificates in the form set forth in Exhibit A-3 to this
Indenture, for credit without further interest on or after such interest payment
date to the respective accounts of the Persons who are the beneficial owners of
such temporary global Security on such Interest Payment Date and who have each
delivered to Euro-clear and CEDEL S.A., as the case may be, a certificate in the
form set forth in Exhibit A-4 to this Indenture. Any interest so received by
Euro-clear and CEDEL S.A. and not paid as herein provided shall be returned to
the Trustee and then to the Company in accordance with Section 10.4.

     SECTION 2.12 Compliance with Certain Laws and Regulations. If any
Unregistered Securities are to be issued in any Series of Securities, the
Company will use reasonable efforts to provide for arrangements and procedures
designed pursuant to then applicable laws and regulations, if any, to ensure
that Unregistered Securities are sold or resold, exchanged, transferred and paid
only in compliance with such laws and regulations and without adverse
consequences to the Company.

     SECTION 2.13 Appointment of Agents with Respect to Certain Calculations.
The Company may appoint an Agent or Agents with respect to one or more Series of
Securities which Agent or Agents shall be authorized to determine the rate or
rates of interest applicable to the Securities of any Series from time to time
in effect, the amount of principal or premium, if any, payable on the Securities
of any Series and the rates of exchange applicable to the Securities of any
Series denominated in a currency other than United States dollars from time to
time in effect, all in accordance with the terms of the Securities of such
Series. Wherever reference is made in this Indenture to any such calculation by
the Trustee, it shall be deemed to refer to the calculation by such agent or
agents. Such agent, upon calculating the amounts so to be calculated pursuant to
the terms of the Securities of any Series shall communicate promptly in writing
the amounts so calculated to the Company and the Trustee. Absent manifest error,
all amounts so calculated shall be binding on the Company, the Trustee and the
Holders of the Securities of such Series.

     Any such agent may resign at any time by giving written notice thereof to
the Company and to the Trustee. The Company may at any time terminate the agency
of any such agent by giving written notice thereof to such agent and to the
Trustee. Upon receiving such a notice of resignation or upon such a termination,
the Company may appoint a successor agent and shall give notice of such
appointment to all Holders of Securities in the manner provided in Section 12.4.

     SECTION 2.14 Securities Issuable in the Form of a Global Security. (a) If
the Company shall establish pursuant to Sections 2.1 and 2.3 that the Securities
of a particular series are to be issued in whole or in part in the form of one
or more Global Securities, then the Company shall execute and the Trustee or its
agent shall, in accordance with Section 2.4 and the Company Order delivered to
the Trustee or its agent thereunder, authenticate and deliver such Global
Security or Global Securities, which (i) shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of, the
Outstanding Securities of such series to be represented by such Global Security
or Global Securities, or


                                      -17-
<PAGE>
such portion thereof as the Company shall specify in a Company Order, (ii) shall
be registered in the name of the Depository for such Global Security or Global
Securities or its nominee, (iii) shall be delivered by the Trustee or its agent
to the Depository or pursuant to the Depository's instruction and (iv) shall
bear a legend substantially to the following effect: "Unless this certificate is
presented by an authorized representative of the Depository to the Company or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of the nominee of the Depository or
in such other name as is requested by an authorized representative of the
Depository (and any payment is made to the nominee of the Depository or to such
other entity as is requested by an authorized representative of the Depository),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, the nominee of the
Depository, has an interest herein."

     (b) Notwithstanding any other provision of this Section 2.14 or of Section
2.8, and subject to the provisions of paragraph (c) below, unless the terms of a
Global Security expressly permit such Global Security to be exchanged in whole
or in part for individual certificates representing Securities, a Global
Security may be transferred, in whole but not in part and in the manner provided
in Section 2.8, only to a nominee of the Depository for such Global Security, or
to the Depository, or a successor Depository for such Global Security selected
or approved by the Company, or to a nominee of such successor Depository.

     (c) (i) If at any time the Depository for a Global Security notifies the
Company that it is unwilling or unable to continue as Depository for such Global
Security or if at any time the Depository for the Global Securities for such
series shall no longer be eligible or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, the
Company shall appoint a successor Depository with respect to such Global
Security. If a successor Depository for such Global Security is not appointed by
the Company within 90 days after the Company receives notice or becomes aware of
such ineligibility, the Company will execute, and the Trustee or its agent, upon
receipt of a Company Request for the authentication and delivery of certificates
representing Securities of such series in exchange for such Global Security,
will authenticate and deliver, certificates representing Securities of such
series of like tenor and terms in an aggregate principal amount equal to the
principal amount of the Global Security in exchange for such Global Security.

          (ii) The Company may at any time and in its sole discretion determine
     that the Securities of any series or portion thereof issued or issuable in
     the form of one or more Global Securities shall no longer be represented by
     such Global Security or Global Securities. In such event the Company will
     execute, and the Trustee, upon receipt of a Company Request for the
     authentication and delivery of certificates representing Securities of such
     series in exchange in whole or in part for such Global Security, will
     authenticate and deliver certificates representing Securities of such
     series of like tenor and terms in definitive form in an aggregate principal
     amount equal to the principal amount of such Global Security or Global
     Securities representing such series or portion thereof in exchange for such
     Global Security or Global Securities.

          (iii) If specified by the Company pursuant to Sections 2.1 and 2.3
     with respect to Securities issued or issuable in the form of a Global
     Security, the Depository for such Global Security may surrender such Global
     Security in exchange in whole or in part for certificates representing
     Securities of such series of like tenor and terms in definitive form on
     such terms as are acceptable to the Company and such Depository. Thereupon
     the Company shall execute, and the Trustee or its agent shall authenticate
     and deliver, without a service charge, (1) to each Holder specified by the
     Security Registrar or the Depository a certificate or certificates
     representing Securities of the same series of like tenor and terms and of
     any authorized denomination as requested by such person in an aggregate
     principal amount equal to and in exchange for such


                                      -18-
<PAGE>
     Holder's beneficial interest as specified by the Security Registrar or the
     Depository in the Global Security; and (2) to such Depository a new Global
     Security of like tenor and terms and in an authorized denomination equal to
     the difference, if any, between the principal amount of the surrendered
     Global Security and the aggregate principal amount of certificates
     representing Securities delivered to Holders thereof.

          (iv) In any exchange provided for in any of the preceding three
     paragraphs, the Company will execute and the Trustee or its agent will
     authenticate and deliver certificates representing Securities in definitive
     registered form in authorized denominations for Securities of the same
     series or any integral multiple thereof. Upon the exchange of the entire
     principal amount of a Global Security for certificates representing
     Securities, such Global Security shall be cancelled by the Trustee or its
     agent. Except as provided in the preceding paragraph, certificates
     representing Securities issued in exchange for a Global Security pursuant
     to this Section shall be registered in such names and in such authorized
     denominations for Securities of that Series or any integral multiple
     thereof, as the Security Registrar or Depository shall instruct the Trustee
     or its agent. The Trustee or the Security Registrar shall deliver at its
     Corporate Trust Office such certificates representing Securities to the
     Holders in whose names such Securities are so registered.

                                  ARTICLE THREE

                            COVENANTS OF THE COMPANY

     SECTION 3.1 Payment of Principal and Interest. The Company covenants and
agrees for the benefit of each Series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such Series in accordance with the terms of the Securities of
such Series, any Coupons appertaining thereto and this Indenture.

     The interest on Unregistered Securities shall be payable only upon
presentation and surrender of the Coupons for such interest installments as are
evidenced thereby as they mature. The interest on any temporary Unregistered
Security shall be paid, as to any installment of interest evidenced by a Coupon
attached thereto, if any, only upon presentation and surrender of such Coupon,
and, as to the other installments of interest, if any, only upon presentation of
such Securities for notation thereon of the payment of such interest.

     SECTION 3.2 Offices for Payment, etc. If Securities of a Series are
issuable only as Registered Securities, the Company will maintain an office or
agency where Securities of that Series may be presented or surrendered for
payment, where Securities of that Series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that Series and this Indenture may be served.
Except as otherwise specified as contemplated by Section 2.3, if Securities of a
Series are issuable as Registered Securities and/or Unregistered Securities, the
Company will maintain (A) in the Borough of Manhattan, The City of New York, an
office or agency where any Registered Securities of that Series may be
surrendered for registration of transfer, where Securities of that Series may be
surrendered for exchange, where notices and demands to or upon the Company in
respect of the Securities of that Series and this Indenture may be served and
where Unregistered 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, outside the United States, an office or agency where
Securities of that Series and related coupons may be presented and surrendered
for payment (including payment of any additional amounts payable on Securities
of that Series pursuant to Section 3.7); provided, however, that if the
Securities of that Series are listed on The International Stock Exchange, the
London Stock


                                      -19-
<PAGE>
Exchange, the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Securities of that Series in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of that Series are listed on such
exchange, and (C) subject to any laws or regulations applicable thereto, outside
the United States, an office or agency where any Registered Securities of that
Series may be surrendered for registration of transfer, where Securities of that
Series may be surrendered for exchange and where notices and demands to or upon
the Company in respect of the Securities of that Series and this Indenture may
be served. The Company will give prompt written notice to the Trustee and the
Holders of the location, and any change in the location, of any such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency in respect of any Series of Securities or shall fail to furnish
the Trustee with the address thereof, such presentations and surrenders of
Securities of that Series may be made and notices and demands may be made or
served at the Corporate Trust Office of the Trustee, except that Unregistered
Securities of that Series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Unregistered Securities of that Series pursuant to Section 3.7) at an office
maintained by the Trustee in London, and the Company hereby appoints the same as
its agent to receive such respective presentations, surrenders, notices and
demands.

     Except as otherwise specified as contemplated by Section 2.3, no payment of
principal or interest on Unregistered Securities shall be made at any office or
agency of the Company in the United States or by check mailed to any address in
the United States or by transfer to an account maintained with a bank located in
the United States, provided, however, that, if the Securities of a Series are
denominated and payable in Dollars, payment of principal of and any premium, if
any, and interest on any Unregistered Security (including any additional amounts
payable on Securities of such Series pursuant to Section 3.7) shall be made at
the office of the Company's Paying Agent in the Borough of Manhattan, The City
of New York, if (but only if) payment in Dollars of the full amount of such
principal, premium, interest or additional amounts, as the case may be, at all
offices or agencies outside the United States maintained for the purpose by the
Company in accordance with this Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more Series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in accordance with the requirements set forth above for Securities of any Series
for such purposes. The Company will give prompt written notice to the Trustee
and the Holders of any such designation or rescission and of any change in the
location of any such other office or agency.

     Unless otherwise specified pursuant to Section 2.3, the Trustee is
appointed Paying Agent and Registrar.

     SECTION 3.3 Appointment to Fill a Vacancy in Office of Trustee. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee with respect to each Series of Securities
hereunder.

     SECTION 3.4 Paying Agents. Whenever the Company shall appoint a Paying
Agent other than the Trustee with respect to the Securities of any Series, it
will cause such Paying Agent to execute and deliver to the Trustee an instrument
in which such Agent shall agree with the Trustee, subject to the provisions of
this Section,


                                      -20-
<PAGE>
          (a) that it will hold all sums received by it as such Agent for the
     payment of the principal of or interest on the Securities of such Series or
     Coupons (whether such sums have been paid to it by the Company or by any
     other obligor on the Securities of such Series or Coupons) in trust for the
     benefit of the Holders of the Securities of such Series or of the Trustee,
     and upon the occurrence of an Event of Default pay over all such sums
     received by it to the Trustee,

          (b) that it will give the Trustee notice of any failure by the Company
     (or by any other obligor on the Securities of such Series) to make any
     payment of the principal of or interest on the Securities of such Series or
     Coupons when the same shall be due and payable, and

          (c) that it will give the Trustee notice of any change of address of
     any Holder of which it is aware.

     The Company will, on or prior to each due date of the principal of or
interest on the Securities of such Series or Coupons, deposit with the Paying
Agent a sum sufficient to pay such principal or interest so becoming due, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of any failure to take such action.

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

     Anything in this Section to the contrary notwithstanding, the Company may
at any time, for the purpose of obtaining a satisfaction and discharge with
respect to one or more or all Series of Securities or Coupons 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 Company or any Paying Agent hereunder, as required by
this Section, such sums to be held by the Trustee upon the trusts herein
contained.

     Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 10.3 and 10.4.

     SECTION 3.5 Written Statement to Trustee. The Company will deliver to the
Trustee on or before May 1 in each year in which there are Securities
Outstanding hereunder an Officer's Certificate, stating that in the course of
the performance of their duties as officers of the Company they would normally
have knowledge of any default by the Company in the performance or fulfillment
of any covenant, agreement or condition contained in this Indenture, stating
whether or not they have knowledge of any such default and, if so, specifying
each such default of which the signers have knowledge and the nature thereof.

     SECTION 3.6 Corporate Existence. So long as any Securities shall be
Outstanding, subject to Article Nine, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

     SECTION 3.7 Additional Amounts. If the Securities of a Series provide for
the payment of additional amounts, the Company will pay to the Holder of any
Security of such Series or any Coupon appertaining thereto additional amounts as
provided therein. Whenever in this Indenture there is


                                      -21-
<PAGE>
mentioned, in any context, the payment of the principal or premium, if any, of
or interest on, or in respect of, any Security of any Series or payment of any
related Coupon or the net proceeds received on the sale or exchange of any
Security of any Series, such mention shall be deemed to include mention of the
payment of additional amounts provided for in this Section to the extent that,
in such context, additional amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of the
payment of additional amounts (if applicable) in any provisions hereof shall not
be construed as excluding additional amounts in those provisions hereof where
such express mention is not made.

     If the Securities of a Series provide for the payment of additional
amounts, at least 10 days prior to the first interest payment date with respect
to that Series of Securities (or if the Securities of that Series will not bear
interest prior to maturity, the first day on which a payment of principal is
made), and at least 10 days prior to each date of payment of principal, premium,
if any, or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officer's Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officer's Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of or interest
on the Securities of that Series shall be made to Holders of Securities of that
Series or any related Coupons who are United States Aliens without withholding
for or on account of any tax, assessment or other governmental charge described
in the Securities of that Series. If any such withholding shall be required,
then such Officer's Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of Securities or
Coupons and the Company will pay to the Trustee or such Paying Agent the
additional amounts required by this Section. The Company covenants to indemnify
the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officer's Certificate furnished pursuant to this
Section.

     SECTION 3.8 Defeasance of Certain Obligations and Certain Events of
Default. Unless otherwise provided in the Board Resolutions, Officer's
Certificate or an indenture supplemental hereto establishing a series of
Securities subject to additional restrictive covenants or events of default as
contemplated by Section 2.3, the Company may omit to comply with any term,
provision or condition set forth in any such additional restrictive covenant,
and Section 5.1(d) (with respect to any such additional restrictive covenant),
Section 5.1(e) and any such additional event of default shall be deemed not to
be an Event of Default, in each case with respect to the Securities of any
Series, if the Company has irrevocably deposited or caused to be deposited with
the Trustee, under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee, as trust funds in trust (subject to
Sections 10.2, 10.3, 10.4 and 10.5 hereof) solely for the benefit of the
Securityholders of such Series for that purpose, (i) cash or (ii) direct
noncallable obligations of, or noncallable obligations guaranteed by, the United
States of America or an agency thereof for the payment of which guarantee or
obligation the full faith and credit of the United States of America is pledged
("U.S. Government Obligations"), or a combination thereof, maturing as to
principal and interest in such amounts and at such times as are sufficient,
without consideration of any reinvestment of such principal or interest, to pay
the principal of and interest on the outstanding Securities of such Series and
Coupons to maturity or redemption, as the case may be, provided that the Trustee
shall have been irrevocably instructed to apply such money or the proceeds of
such U.S. Government Obligations to the payment of said principal of and
interest on the Outstanding Securities and Coupons of such Series; provided
that:

          (a) such deposit shall not cause the Trustee with respect to the
     Securities of that Series to have a conflicting interest as defined in
     Section 6.8 and for purposes of the Trust Indenture Act with respect to the
     Securities of any Series;


                                      -22-
<PAGE>
          (b) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Company is a party or by which it is bound; and

          (c) no Event of Default under Section 5.1(a), 5.1(b) or 5.1(c), or
     event which with the lapse of time would become an Event of Default with
     respect to the Securities of that Series shall have occurred and be
     continuing on the date of such deposit, and no Event of Default under
     Section 5.1(f) or Section 5.1(g) or event which with the giving of notice
     or lapse of time, or both, would become an Event of Default under Section
     5.1(f) or Section 5.1(g) shall have occurred and be continuing on the 91st
     day after such date of deposit.

     Such irrevocable trust agreement shall include, among other things,
provision for (1) payment of the principal of and interest on the Securities of
such Series and Coupons when due (by redemption, sinking fund payments or
otherwise), (2) the payment of the expenses of the Trustee incurred or to be
incurred in connection with carrying out such trust provisions, (3) rights of
registration, transfer, substitution and exchange of Securities of such Series
and Coupons in accordance with the terms stated in this Indenture and (4)
continuation of the rights and obligations and immunities of the Trustee as
against the Securityholders of such Series as stated in this Indenture.

     After any such irrevocable deposit, accompanied by an Officer's Certificate
which shall state that the provisions of the first two paragraphs of this
Section 3.8 have been complied with, and upon delivery by the Company to the
Trustee of an Opinion of Counsel to the effect that Securityholders of such
Series will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit and discharge and will be subject to Federal income
tax on the same amount and in the same manner and at the same time as would have
been the case if such deposit and discharge had not occurred, then the Company
shall be discharged of its obligations under the Securities of such Series and
this Indenture with respect to such Series except for those surviving
obligations specified above, and the Trustee upon request shall acknowledge in
writing such discharge. In addition, if the Securities of that Series are then
listed on the New York Stock Exchange, Inc., the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that such deposit, defeasance
and discharge will not cause such Securities to be delisted. Prior to the
delivery of such acknowledgment, the Trustee may require the Company to deliver
to it an Officer's Certificate and Opinion of Counsel, each stating that all
conditions precedent provided for herein relating to the deposit and discharge
contemplated by this provision have been complied with, and the Trustee may also
require that the Opinion of Counsel shall also state that such deposit does not
violate applicable law.

                                  ARTICLE FOUR

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

     SECTION 4.1 Company to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of the
Registered Securities of each Series:

          (a) semiannually and not more than 10 days after each record date for
     the payment of interest on such Securities, as hereinabove specified, as of
     such record date and on dates to be determined pursuant to Section 2.3 for
     non-interest bearing securities in each year, and


                                      -23-
<PAGE>
          (b) at such other times as the Trustee may request in writing, within
     30 days after receipt by the Company of any such request as of a date not
     more than 15 days prior to the time such information is furnished;

provided that if and so long as the Trustee shall be the Security registrar for
such Series, such list shall not be required to be furnished but in any event
the Company shall be required to furnish such information concerning the Holders
of Unregistered Securities which is known to it; provided, further, that the
Company shall have no obligation to investigate any matter relating to any
Holder of an Unregistered Security or any Holder of a Coupon.

     SECTION 4.2 Preservation and Disclosure of Securityholders' Lists. (a) The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the Holders of each Series of
Securities contained in the most recent list furnished to it as provided in
Section 4.1 or maintained by the Trustee in its capacity as Security registrar
for such Series, if so acting. The Trustee may destroy any list furnished to it
as provided in Section 4.1 upon receipt of a new list so furnished.

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

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

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

     If the Trustee shall elect not to afford to such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Securityholder of such Series or all Securities, as the case may
be, whose name and address appear in the information preserved at the time by
the Trustee in accordance with the provisions of subsection (a) of this Section,
a copy of the form of proxy or other communication 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 mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the 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 Securities of such Series or all Securities, as the case may
be, or could be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the entry
of such order sustaining one or more of such objections, the Commission shall
find, after notice and opportunity for hearing, that all the objections so
sustained have been met, and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Securityholders with reasonable
promptness after the


                                      -24-
<PAGE>
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

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

     SECTION 4.3 Reports by the Company. The Company covenants:

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

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

     (c) to transmit by mail to the Holders of Securities in the manner and to
the extent required by Sections 4.4(c) and 11.4, within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents, and
reports required to be filed by the Company pursuant to subsection (a) and (b)
of this Section as may be required to be transmitted to such Holders by rules
and regulations prescribed from time to time by the Commission.

     SECTION 4.4 Reports by the Trustee. (a) On or before June 1 in each year
following the date hereof, so long as any Securities are outstanding hereunder,
the Trustee shall transmit by mail as provided below to the Securityholders of
each Series, as hereinafter in this Section provided, a brief report dated May
15 with respect to:

          (i) its eligibility under Section 6.9 and its qualification under
     Section 6.8, or in lieu thereof, if to the best of its knowledge it has
     continued to be eligible and qualified under such Sections, a written
     statement to such effect;

          (ii) the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee, as such, which remain unpaid on the date of such report and
     for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Securities of any Series, on any property or funds
     held or collected by it as Trustee, except that the Trustee shall not be
     required (but may elect) to report such advances if such advances so
     remaining unpaid aggregate not more than 1/2 of 1% of the principal amount
     of the Securities of any Series Outstanding on the date of such report;


                                      -25-
<PAGE>
          (iii) the amount, interest rate, and maturity date of all other
     indebtedness owing by the Company (or by any other obligor on the
     Securities) to the Trustee in its individual capacity on the date of such
     report, with a brief description of any property held as collateral
     security therefor, except any indebtedness based upon a creditor
     relationship arising in any manner described in Section 6.13(b)(2), (3),
     (4) or (6);

          (iv) the property and funds, if any, physically in the possession of
     the Trustee (as such) on the date of such report;

          (v) any additional issue of Securities which the Trustee has not
     previously reported; and

          (vi) any action taken by the Trustee in the performance of its duties
     under this Indenture which it has not previously reported and which in its
     opinion materially affects the Securities, except action in respect of a
     default, notice of which has been or is to be withheld by it in accordance
     with the provisions of Section 5.11.

     (b) The Trustee shall transmit to the Securityholders of each Series, as
provided in subsection (c) of this Section, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee, as such,
since the date of the last report transmitted pursuant to the provisions of
subsection (a) of this Section (or if such report has yet been so transmitted,
since the date of this Indenture) for the reimbursement of which it claims or
may claim a lien or charge prior to that of the Securities of such Series on
property or funds held or collected by it as Trustee and which it has not
previously reported pursuant to this subsection (b), except that the Trustee
shall not be required (but may elect) to report such advances if such advances
remaining unpaid at any time aggregate 10% or less of the principal amount of
Securities of such Series Outstanding at such time, such report to be
transmitted within 90 days after such time.

     (c) Reports pursuant to this Section shall be transmitted by mail to all
registered Holders of Securities, as the names and addresses of such Holders
appear upon the registry book of the Company and to such Holders of Unregistered
Securities as have, within the two years preceding such notice, filed their
names and addresses with the Trustee for that purpose, and, except in the case
of reports pursuant to subsection (b) of this Section 4.4, to all Holders whose
names and addresses appear in the information preserved at the time of such
notice by the Trustee in accordance with the provisions of Section 4.2(a).

     (d) A copy of each such report shall, at the time of such transmission to
Securityholders, be furnished to the Company and be filed by the Trustee with
each stock exchange upon which the Securities of any applicable Series are
listed and also with the Commission. The Company agrees to notify the Trustee
with respect to any Series when and as the Securities of such Series become
admitted to trading on any national securities exchange.

                                  ARTICLE FIVE

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

     SECTION 5.1 Event of Default Defined; Acceleration of Maturity; Waiver of
Default. "Event of Default" as used herein with respect to Securities of any
Series whatever means each one of the following events which shall have occurred
and be continuing (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any


                                      -26-
<PAGE>
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

     (a) default in the payment of any installment of interest upon any of the
Securities of such Series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or

     (b) default in the payment of all or any part of the principal on any of
the Securities of such Series as and when the same shall become due and payable
either at maturity, upon redemption, by declaration or otherwise; or

     (c) default in the payment of any sinking fund installment as and when the
same shall become due and payable by the terms of the Securities of such Series;
or

     (d) default in the performance, or breach, of any agreement of the Company
in respect of the Securities of such Series (other than an agreement in respect
of the Securities of such Series a default in whose performance or whose breach
is elsewhere in this Section specifically dealt with), and continuance of such
default or breach for a period of 60 days after receipt by the Company from the
Trustee or the Holders of at least 25% in principal amount of the Outstanding
Securities of such Series affected thereby, of a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

     (e) a default under any bond, debenture, note or other evidence of
indebtedness for money borrowed by the Company (including a default with respect
to Securities of any Series other than that Series) or under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any indebtedness for money borrowed by the Company
(including this Indenture), whether such indebtedness now exists or shall
hereafter be created, which default shall constitute a failure to pay such
indebtedness in a principal amount in excess of $20,000,000 when due and payable
after the expiration of any applicable grace period with respect thereto or
shall have resulted in such indebtedness in a principal amount in excess of
$20,000,000 becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, without such indebtedness
having been discharged, or such acceleration having been rescinded or annulled,
within a period of 15 days after there shall have been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Securities
of that Series a written notice specifying such default and requiring the
Company to cause such indebtedness to be discharged or cause such acceleration
to be rescinded or annulled and stating that such notice is a "Notice of
Default" hereunder; or

     (f) the Company pursuant to or under or within the meaning of any
Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) consents to
the entry of an order for relief against it in an involuntary case or proceeding
or the commencement of any case against it; (iii) consents to the appointment of
a Custodian of it or for any substantial part of its property; (iv) makes a
general assignment for the benefit of its creditors; (v) files a petition in
bankruptcy or answer or consent seeking reorganization or relief; or (vi)
consents to the filing of such petition or the appointment of or taking
possession by a Custodian; or

     (g) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: (i) is for relief against the Company in an involuntary
case or proceeding, or adjudicates the Company insolvent or bankrupt; (ii)
appoints a Custodian of the Company or for any substantial part of its property;
or (iii) orders the winding up or liquidation of the Company; and the order or
decree remains unstayed and in effect for 60 days; or


                                      -27-
<PAGE>
     (h) there has occurred any other Event of Default provided in the indenture
supplemental hereto or Board Resolution under which such Series of Securities is
issued or in the form of Security for such Series.

     "Bankruptcy Law" means Title 11, United States Code, or any similar Federal
or state law for the relief of debtors. "Custodian" means any receiver, trustee,
assignee, liquidator, custodian or similar official under any Bankruptcy Law.

     If an Event of Default (other than an Event of Default under clauses (f)
and (g)) with respect to Securities of any Series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that Series
may declare the principal amount (or, if the Securities of that Series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that Series) of all of the Securities of that
Series and the interest, if any, accrued thereon to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) and interest shall become immediately due and payable. If an Event of
Default described in clause (f) or (g) occurs and is continuing, the entire
principal amount (or, if the Securities of that Series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that Series) of all the Securities then Outstanding and interest
accrued thereon shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Securityholders.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any Series shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of such Series and the
principal of any and all Securities of such Series which shall have become due
otherwise than by acceleration (with interest upon such principal and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such Series, to the date of such payment or deposit) and
such amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of negligence or bad faith, and if any and all Events of Default under the
Indenture, other than the nonpayment of the principal of Securities which shall
have become due by acceleration, shall have been cured, waived or otherwise
remedied as provided herein - then and in every such case the Holders of a
majority in aggregate principal amount of all the Securities of such Series then
Outstanding, by written notice to the Company and to the Trustee, may waive all
defaults with respect to such Series and rescind and annul such declaration and
its consequences, but no such waiver or rescission and annulment shall extend to
or shall affect any subsequent default or shall impair any right consequent
thereon.

     For all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount Securities shall have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such


                                      -28-
<PAGE>
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

     SECTION 5.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt.
The Company covenants that (a) in case default shall be made in the payment of
any installment of interest on any of the Securities of any Series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
Series when the same shall have become due and payable, whether upon maturity of
the Securities of such Series or upon any redemption or by declaration or
otherwise - then upon demand of the Trustee, the Company will pay to the Trustee
for the benefit of the Holders of the Securities of such Series and the Holders
of any Coupons appertaining thereto the whole amount that then shall have become
due and payable on all Securities of such Series or such Coupons for principal
of or interest, as the case may be (with interest to the date of such payment
upon the overdue principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest at the
same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of such Series); and in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including reasonable compensation to the Trustee and
each predecessor Trustee, their respective agents, attorneys and counsel, and
any expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of its negligence or bad faith.

     Until such demand is made by the Trustee, the Company may pay the principal
of and interest on the Securities of any Series to the persons entitled thereto,
whether or not the principal of and interest on the Securities of such Series
are overdue.

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

     In case there shall be pending proceedings relative to the Company or any
other obligor upon the Securities under any Bankruptcy Law, or in case a
Custodian shall have been appointed for or taken possession of the Company or
its property or such other obligor, or in case of any other comparable judicial
proceedings relative to the Company or other obligor under the Securities of any
Series, or to the creditors or property of the Company or such other obligor,
the Trustee, irrespective of whether the principal of any Securities shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise:

     (a) to file and prove a claim or claims for the whole amount of principal
and interest owing and unpaid in respect of the Securities of any Series, and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for reasonable compensation
to the Trustee and each predecessor Trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee,
except as a result of negligence or bad faith) and of the Securityholders and
the Holders of any Coupons appertaining thereto allowed in any judicial
proceedings relative to the Company or other obligor upon all Securities of any
Series, or to the creditors or property of the Company or such other obligor,


                                      -29-
<PAGE>
     (b) unless prohibited by applicable law and regulations, to vote on behalf
of the holders of the Securities of any Series in any election of a trustee or a
standby trustee in arrangement, reorganization, liquidation or other bankruptcy
or insolvency proceedings or person performing similar functions in comparable
proceedings, and

     (c) to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Securityholders and of the Trustee on their behalf;
and any Custodian or other similar official is hereby authorized by each of the
Holders to make payments to the Trustee, and, in the event that the Trustee
shall consent to the making of payments directly to the Securityholders, to pay
to the Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Trustee, each predecessor Trustee and their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Trustee and each predecessor Trustee except as a
result of negligence or bad faith and all other amounts due to the Trustee or
any predecessor Trustee ursuant to Section 6.6.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any Series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities, may be enforced by the Trustee without the possession of
any of the Securities or the production thereof at any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment, subject to the payment of the expenses, disbursements
and compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the
Securities and Holders of any Coupons in respect of which such action was taken.

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities and Coupons appertaining thereto in respect to which
such action was taken, and it shall not be necessary to make any Holders of such
Securities and Coupons appertaining thereto parties to any such proceedings.

     SECTION 5.3 Application of Proceeds. Any moneys collected by the Trustee
pursuant to this Article in respect of the Securities of any Series shall be
applied in the following order at the date or dates fixed by the Trustee and, in
case of the distribution of such moneys on account of principal or interest,
upon presentation of the several Securities and any Coupons appertaining thereto
in respect of which moneys have been collected and stamping (or otherwise
noting) thereon the payment, or issuing Securities of such Series in reduced
principal amounts in exchange for the presented Securities of like Series if
only partially paid, or upon surrender thereof if fully paid:

          FIRST: To the payment of costs and expenses applicable to such Series
     in respect of which moneys have been collected, including reasonable
     compensation to the Trustee and each predecessor Trustee and their
     respective agents and attorneys and of all expenses and liabilities
     incurred, and all advances made, by the Trustee and each predecessor
     Trustee except as a result of negligence or bad faith, and all other
     amounts due to the Trustee or any predecessor Trustee pursuant to Section
     6.6;


                                      -30-
<PAGE>
          SECOND: To the holders of Senior Indebtedness to the extent required
     by Article Eleven;

          THIRD: In case the principal of the Securities of such Series in
     respect of which moneys have been collected shall not have become and be
     then due and payable, to the payment of interest on the Securities of such
     Series in default in the order of the maturity of the installments of such
     interest, with interest (to the extent that such interest has been
     collected by the Trustee) upon the overdue installments of interest at the
     same rate as the rate of interest or Yield to Maturity (in the case of
     Original Issue Discount Securities) specified in such Securities, such
     payments to be made ratably to the persons entitled thereto, without
     discrimination or preference;

          FOURTH: In case the principal of the Securities of such Series in
     respect of which moneys have been collected shall have become and shall be
     then due and payable, to the payment of the whole amount then owing and
     unpaid upon all the Securities of such Series for principal and interest,
     with interest upon the overdue principal, and (to the extent that payment
     of such interest is permissible by law and that such interest has been
     collected by the Trustee) upon overdue installments of interest at the same
     rate as the rate of interest or Yield to Maturity (in the case of Original
     Issue Discount Securities) specified in the Securities of such Series; and
     in case such moneys shall be insufficient to pay in full the whole amount
     so due and unpaid upon the Securities of such Series, then to the payment
     of such principal and interest or Yield to Maturity, without preference or
     priority of principal over interest or Yield to Maturity or of interest or
     Yield to Maturity over principal, or of any installment of interest over
     any other installment of interest, or of any Security of such Series over
     any other Security of such Series, ratably to the aggregate of such
     principal and accrued and unpaid interest; and

          FIFTH: To the payment of the remainder, if any, to the Company or any
     other person lawfully entitled thereto.

     SECTION 5.4 Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effective to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

     SECTION 5.5 Restoration of Rights on Abandonment of Proceedings. In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then and in every such case
the Company and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Company, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

     SECTION 5.6 Limitations on Suits by Securityholders. No Holder of any
Security of any Series or Holder of any Coupon shall have any right by virtue or
by availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a Custodian or other
similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities of such Series
then Outstanding shall have made written request upon the Trustee to institute
such action or proceedings in its own name as trustee


                                      -31-
<PAGE>
hereunder and shall have offered to the Trustee such reasonable indemnity, as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have failed to institute any such action or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 5.9; it being understood and
intended, and being expressly covenanted by the taker and Holder of every
Security and by a Holder of each Coupon appertaining thereto with every other
taker and Holder of a Security or Holder of any Coupon appertaining thereto and
the Trustee, that no one or more Holders of Securities of any Series or one or
more Holders of any Coupons appertaining thereto shall have any right in any
manner whatever, by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any other such Holder of Securities
or any other Holders of such Coupons, or to obtain or seek to obtain priority
over or preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities of the applicable Series and all the
Holders of Coupons appertaining thereto. For the protection and enforcement of
the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

     SECTION 5.7 Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any provision in this Indenture and any provision of any
Security or Coupon, the right of any Holder of any Security and the right of any
Holder of any Coupon appertaining thereto to receive payment of the principal of
and interest on such Security on or after the respective due dates expressed in
such Security, or to institute suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

     SECTION 5.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default. Except as provided in Section 5.6, no right or remedy herein conferred
upon or reserved to the Trustee or to the Securityholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     No delay or omission of the Trustee or of any Securityholder to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 5.6, every power and remedy given by this Indenture or by law to the
Trustee, to the Securityholders or to the Holder of any Coupon appertaining
thereto may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee, the Securityholders or Holders of any Coupon.

     SECTION 5.9 Control by Securityholders. The Holders of a majority in
aggregate principal amount of the Securities of each Series affected (with each
Series treated as a separate class) at the time Outstanding shall have the right
to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to the Securities of such Series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee, being advised by counsel, shall determine
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith by its board of directors, the executive committee, or a
trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability or if the Trustee in good faith shall so determine that
the actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all Series
or of the Holders of


                                      -32-
<PAGE>
any Coupons appertaining thereto so affected not joining in the giving of said
direction, it being understood that (subject to Section 6.1) the Trustee shall
have no duty to ascertain whether or not such actions or forbearances are unduly
prejudicial to such Holders.

     Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

     SECTION 5.10 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Securities of any Series as provided in
Section 5.1, the Holders of a majority in aggregate principal amount of the
Securities of such Series then Outstanding may waive any such default or Event
of Default and its consequences except a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Security affected. In the case of any such waiver, the Company,
the Trustee, the Holders of the Securities of such Series and the Holder of any
Coupon appertaining thereto shall be restored to their former positions and
rights hereunder, respectively.

     Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

     SECTION 5.11 Trustee to Give Notice of Default, But May Withhold in Certain
Circumstances. The Trustee shall transmit to the Securityholders of any Series
notice in the manner and to the extent provided in Section 12.4, of all defaults
which have occurred with respect to such Series, such notice to be transmitted
within 90 days after the occurrence thereof, unless such defaults shall have
been cured before the giving of such notice (the term "default" or "defaults"
for the purposes of this Section being hereby defined to mean any event or
condition which is, or with notice or lapse of time or both would become, an
Event of Default); provided that, except in the case of default in the payment
of the principal of or interest on any of the Securities of such Series or any
default in the payment of any sinking fund installment or analogous obligation
in respect of any of the Securities of such Series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors or trustees or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders of such
Series.

     SECTION 5.12 Right of Court to Require Filing of Undertaking to Pay Costs.
All parties to this Indenture agree, and each Holder of any Security and each
Holder of any Coupon, by his acceptance thereof, shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any Series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such Series, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of or interest on any Security on or after the due date expressed in
such Security.

                                   ARTICLE SIX


                                      -33-
<PAGE>
                             CONCERNING THE TRUSTEE

     SECTION 6.1 Duties and Responsibilities of the Trustee; Prior to Default;
During Default. With respect to the Holders of any Series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular Series and after the curing or waiving
of all Events of Default which may have occurred with respect to such Series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a Series has occurred (which has not been cured or waived) of
which a Responsible Officer has actual knowledge, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

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

          (a) prior to the occurrence of an Event of Default with respect to the
     Securities of any Series and after the curing or waiving of all such Events
     of Default with respect to such Series which may have occurred:

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

               (ii) in the absence of bad faith on the part of the Trustee, the
          Trustee may conclusively rely, as to the truth of the statements and
          the correctness of the opinions expressed therein, upon any
          statements, certificates or opinions furnished to the Trustee and
          conforming to the requirements of this Indenture; but in the case of
          any such statements, certificates or opinions which by any provision
          hereof are specifically required to be furnished to the Trustee, the
          Trustee shall be under a duty to examine the same to determine whether
          or not they conform to the requirements of this Indenture;

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

          (c) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders pursuant to Section 5.9 relating to the time, method and
     place of conducting any proceeding for any remedy available to the Trustee,
     or exercising any trust or power conferred upon the Trustee, under this
     Indenture.

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

     SECTION 6.2 Certain Rights of the Trustee. Subject to Section 6.1:

          (a) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, Officer's Certificate or any
     other certificate, statement, instrument, opinion,


                                      -34-
<PAGE>
     report, notice, request, consent, order, bond, debenture, note, coupon,
     security or other paper or document believed by it to be genuine and to
     have been signed or presented by the proper party or parties;

          (b) any request, direction, order or demand of the Company mentioned
     herein shall be sufficiently evidenced by an Officer's Certificate (unless
     other evidence in respect thereof be herein specifically prescribed); and
     any resolution of the Board of Directors may be evidenced to the Trustee by
     a copy thereof certified by the secretary or any assistant secretary of the
     Company;

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

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

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

          (f) prior to the occurrence of any Event of Default hereunder and
     after the curing or waiving of all Events of Default, the Trustee shall not
     be bound to make any investigation into the facts or matters stated in any
     resolution, certificate, statement, instrument, opinion, report, notice,
     request, consent, order, approval, appraisal, bond, debenture, note,
     coupon, security, or other paper or document unless requested in writing to
     do so by the Holders of not less than a majority in aggregate principal
     amount of the Securities of all Series affected then Outstanding; provided
     that, if the payment within a reasonable time to the Trustee of the costs,
     expenses or liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee, not reasonably assured to
     the Trustee by the security afforded to it by the terms of this Indenture,
     the Trustee may require reasonable indemnity against such expenses or
     liabilities as a condition to proceeding; the reasonable expenses of every
     such investigation shall be paid by the Company or, if paid by the Trustee
     or any predecessor Trustee, shall be repaid by the Company upon demand; and

          (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys not regularly in its employ and the Trustee shall be responsible
     for any negligent action, negligent failure to act or wilful misconduct on
     the part of any such agent or attorney.

     SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of Securities
or Application of Proceeds Thereof. The recitals contained herein and in the
Securities, except the Trustee's certificate of authentication, shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Company of any of the
Securities or of the proceeds thereof.


                                      -35-
<PAGE>
     SECTION 6.4 Trustee and Agents May Hold Securities; Collections, etc. The
Trustee, any Paying Agent, Security registrar, or any agent of the Company or
the Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons with the same rights it would have if it were
not the Trustee or such agent and, subject to Sections 6.8 and 6.13, if
operative, may otherwise deal with the Company and receive, collect, hold and
retain collections from the Company with the same rights it would have if it
were not the Trustee or such agent.

     SECTION 6.5 Moneys Held by Trustee. Subject to the provisions of Section
10.4 hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Neither the Trustee nor any agent of the Company or
the Trustee shall be under any liability for interest on any moneys received by
it hereunder.

     SECTION 6.6 Compensation and Indemnification of Trustee and Its Prior
Claim. The Company covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) and the Company covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Company also covenants to indemnify the Trustee and each predecessor Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of this Indenture or the trusts hereunder
and its duties hereunder, including the costs and expenses of defending itself
against or investigating any claim of liability in the premises. The obligations
of the Company under this Section to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. Such additional indebtedness shall be a senior
claim to that of the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the Holders
of particular Securities or the Holders of particular Coupons, and the
Securities are hereby subordinated to such senior claim. When the Trustee incurs
expenses or renders services in connection with an Event of Default specified in
Section 5.1 or in connection with Article Five hereof, the expenses (including
the reasonable fees and expenses of its counsel) and the compensation for the
service in connection therewith are intended to constitute expenses of
administration under any bankruptcy law.

     SECTION 6.7 Right of Trustee to Rely on Officer's Certificate, etc. Subject
to Sections 6.1 and 6.2, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officer's Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it or under
the provisions of this Indenture upon the faith thereof.

     SECTION 6.8 Qualification of Trustee; Conflicting Interests. (a) If the
Trustee has or shall acquire any conflicting interest, as defined in this
Section, it shall, within 90 days after ascertaining that it has such
conflicting interest, either eliminate such conflicting interest or resign in
the manner and with the effect specified in this Indenture.


                                      -36-
<PAGE>
     (b) In the event that the Trustee shall fail to comply with the provisions
of subsection (a) of this Section, the Trustee shall, within 10 days after the
expiration of such 90 day period, transmit by mail notice of such failure to the
Securityholders in the manner and to the extent provided in Section 4.4(c) and
12.4.

     (c) For the purposes of this Section, the Trustee shall be deemed to have a
conflicting interest with respect to Securities of any Series if

          (i) the Trustee is trustee under this Indenture with respect to the
     Outstanding Securities of any other Series or is a trustee under another
     indenture under which any other securities, or certificates of interest or
     participation in any other securities, of an Issuer are outstanding, unless
     such other indenture is a collateral trust indenture under which the only
     collateral consists of Securities issued under this Indenture; provided
     that there shall be excluded from the operation of this paragraph this
     Indenture with respect to the Securities of any Series other than such
     Series or any other indenture or indentures under which other securities,
     or certificates of interest or participation in other securities, of an
     Issuer are outstanding if (i) this Indenture is and such other indenture or
     indentures are wholly unsecured, and such other indenture or indentures are
     hereafter qualified under the Trust Indenture Act of 1939, unless the
     Commission shall have found and declared by order pursuant to Section
     305(b) or Section 307(c) of such Trust Indenture Act of 1939 that
     differences exist between the provisions of this Indenture with respect to
     Securities of such Series and one or more other Series, or the provisions
     of this Indenture and the provisions of such other indenture or indentures
     which are so likely to involve a material conflict of interest as to make
     it necessary in the public interest or for the protection of investors to
     disqualify the Trustee from acting as such under this Indenture with
     respect to Securities of such Series and such other Series, or under this
     Indenture or such other indenture or indentures, or (ii) the Issuer shall
     have sustained the burden of proving, on application to the Commission and
     after opportunity for hearing thereon, that trusteeship under this
     Indenture with respect to Securities of such Series and such other Series,
     or under this Indenture and such other indenture or indentures is not so
     likely to involve a material conflict of interest as to make it necessary
     in the public interest or for the protection of investors to disqualify the
     Trustee from acting as such under this Indenture with respect to Securities
     of such Series and such other Series, or under this Indenture and such
     other indentures;

          (ii) the Trustee or any of its directors or executive officers is an
     obligor upon the Securities of any Series issued under this Indenture or an
     underwriter for an Issuer;

          (iii) the Trustee directly or indirectly controls or is directly or
     indirectly controlled by or is under direct or indirect common control with
     an Issuer or an underwriter for an Issuer;

          (iv) the Trustee or any of its directors or executive officers is a
     director, officer, partner, employee, appointee, or representative of an
     Issuer, or of an underwriter (other than the Trustee itself) for an Issuer
     who is currently engaged in the business of underwriting, except that (x)
     one individual may be a director or an executive officer, or both, of the
     Trustee and a director or an executive officer, or both, of an Issuer, but
     may not be at the same time an executive officer of both the Trustee and an
     Issuer; (y) if and so long as the number of directors of the Trustee in
     office is more than nine, one additional individual may be a director or an
     executive officer, or both, of the Trustee and a director of an Issuer; and
     (z) the Trustee may be designated by an Issuer or by any underwriter for an
     Issuer to act in the capacity of transfer agent, registrar, custodian,
     paying agent, fiscal agent, escrow agent or depositary, or in any other
     similar capacity,


                                      -37-
<PAGE>
     or, subject to the provisions of subsection (c)(i) of this Section, to act
     as trustee, whether under an indenture or otherwise;

          (v) 10% or more of the voting securities of the Trustee is
     beneficially owned either by an Issuer or by any director, partner or
     executive officer thereof, or 20% or more of such voting securities is
     beneficially owned, collectively, by any two or more of such persons; or
     10% or more of the voting securities of the Trustee is beneficially owned
     either by an underwriter for an Issuer or by any director, partner, or
     executive officer thereof, or is beneficially owned, collectively, by any
     two or more such persons;

          (vi) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, (x) 5% or more of the
     voting securities or 10% or more of any other class of security of an
     Issuer, not including the Securities issued under this Indenture and
     securities issued under any other indenture under which the Trustee is also
     trustee, or (y) 10% or more of any class of security of an underwriter for
     an Issuer;

          (vii) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, 5% or more of the voting
     securities of any person who, to the knowledge of the Trustee, owns 10% or
     more of the voting securities of, or controls directly or indirectly or is
     under direct or indirect common control with, an Issuer;

          (viii) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, 10% or more of any class of
     security of any person who, to the knowledge of the Trustee, owns 50% or
     more of the voting securities of an Issuer; or

          (ix) the Trustee owns on May 15 in any calendar year, in the capacity
     of executor, administrator, testamentary or inter vivos trustee, guardian,
     committee or conservator, or in any other similar capacity, an aggregate of
     25% or more of the voting securities, or of any class of security, of any
     person, the beneficial ownership of a specified percentage of which would
     have constituted a conflicting interest under Section 6.8(c)(vi), (vii) or
     (viii). As to any such securities of which the Trustee acquired ownership
     through becoming executor, administrator or testamentary trustee of an
     estate which included them, the provisions of the preceding sentence shall
     not apply, for a period of two years from the date of such acquisition, to
     the extent that such securities included in such estate do not exceed 25%
     of such voting securities or 25% of any such class of securities. Promptly
     after May 15 in each calendar year the Trustee shall make a check of its
     holdings of such securities in any of the above-mentioned capacities as of
     such May 15. If an Issuer fails to make payment in full of principal of or
     interest on any of the Securities when and as the same becomes due and
     payable, and such failure continues for 30 days thereafter, the Trustee
     shall make a prompt check of its holdings of such securities in any of the
     above-mentioned capacities as of the date of the expiration of such 30-day
     period, and after such date, notwithstanding the foregoing provisions of
     this paragraph, all such securities so held by the Trustee, with sole or
     joint control over such securities vested in it, shall, but only so long as
     such failure shall continue, be considered as though beneficially owned by
     the Trustee for the purposes of subsections (c)(vi), (vii) and (viii) of
     this Section.

     The specification of percentages in subsections (c)(v) to (ix), inclusive,
of this Section shall not be construed as indicating that the ownership of such
percentages of the securities of a person is or is not necessary or sufficient
to constitute direct or indirect control for the purposes of subsection (c)(iii)
or (vii) of this Section.

     For the purposes of subsections (c)(vi), (vii), (viii) and (ix) of this
Section, only:


                                      -38-
<PAGE>
          (i) the terms "security" and "securities" shall include only such
     securities as are generally known as corporate securities, but shall not
     include any note or other evidence of indebtedness issued to evidence an
     obligation to repay moneys lent to a person by one or more banks, trust
     companies, or banking firms, or any certificate of interest or
     participation in any such note or evidence of indebtedness;

          (ii) an obligation shall be deemed to be in default when a default in
     payment of principal shall have continued for 30 days or more and shall not
     have been cured; and

          (iii) the Trustee shall not be deemed to be the owner or holder of (x)
     any security which it holds as collateral security, as trustee or
     otherwise, for an obligation which is not in default as defined in clause
     (ii) above, or (y) any security which it holds as collateral security under
     this Indenture, irrespective of any default hereunder, or (z) any security
     which it holds as agent for collection, or as custodian, escrow agent, or
     depository, or in any similar representative capacity.

     Except as provided above, the word "security" or "securities" as used in
this Section shall mean any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral trust certificate, preorganization
certificate or subscription, transferable share, investment contract, voting
trust certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas or other mineral rights, or, in general, any interest or
instrument commonly known as a "security", or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any of the foregoing.

     (d) For purposes of this Section:

          (i) the term "underwriter" when used with reference to an Issuer shall
     mean every person who, within three years prior to the time as of which the
     determination is made, has purchased from the Issuer with a view to, or has
     offered or sold for the Issuer in connection with, the distribution of any
     security of the Issuer outstanding at such time, or has participated or has
     had a direct or indirect participation in any such undertaking, or has
     participated or has had a participation in the direct or indirect
     underwriting of any such undertaking, but such term shall not include a
     person whose interest was limited to a commission from an underwriter or
     dealer not in excess of the usual and customary distributors' or sellers'
     commission;

          (ii) the term "director" shall mean any director of a corporation or
     any individual performing similar functions with respect to any
     organization whether incorporated or unincorporated;

          (iii) the term "person" shall mean an individual, a corporation, a
     partnership, an association, a joint-stock company, a trust, an
     unincorporated organization, or a government or political subdivision
     thereof; as used in this paragraph, the term "trust" shall include only a
     trust where the interest or interests of the beneficiary or beneficiaries
     are evidenced by a security;

          (iv) the term "voting security" shall mean any security presently
     entitling the owner or holder thereof to vote on the direction or
     management of the affairs of a person, or any security issued under or
     pursuant to any trust, agreement or arrangement whereby a trustee or
     trustees or agent or agents for the owner or holder of such security are
     presently entitled to vote on the direction or management of the affairs of
     a person;


                                      -39-
<PAGE>
          (v) the term "Issuer" shall mean any obligor upon the Securities; and

          (vi) the term "executive officer" shall mean the president, every vice
     president, every trust officer, the cashier, the secretary, and the
     treasurer of a corporation, and any individual customarily performing
     similar functions with respect to any organization whether incorporated or
     unincorporated, but shall not include the chairman of the board of
     directors.

     (e) The percentages of voting securities and other securities specified in
this Section shall be calculated in accordance with the following provisions:

          (i) a specified percentage of the voting securities of the Trustee, an
     Issuer or any other person referred to in this Section (each of whom is
     referred to as "person" in this paragraph) means such amount of the
     outstanding voting securities of such person as entitles the holder or
     holders thereof to cast such specified percentage of the aggregate votes
     which the holders of all the outstanding voting securities of such person
     are entitled to cast in the direction or management of the affairs of such
     person;

          (ii) a specified percentage of a class of securities of a person means
     such percentage of the aggregate amount of securities of the class
     outstanding;

          (iii) the term "amount", when used in regard to securities, means the
     principal amount if relating to evidences of indebtedness, the number of
     shares if relating to capital shares, and the number of units if relating
     to any other kind of security;

          (iv) the term "outstanding" means issued and not held by or for the
     account of the issuer; the following securities shall not be deemed
     outstanding within the meaning of this definition:

               (A) securities of an issuer held in a sinking fund relating to
          securities of the issuer of the same class;

               (B) securities of an issuer held in a sinking fund relating to
          another class of securities of the issuer, if the obligation evidenced
          by such other class of securities is not in default as to principal or
          interest or otherwise;

               (C) securities pledged by the issuer thereof as security for an
          obligation of the issuer not in default as to principal or interest or
          otherwise; and

               (D) securities held in escrow if placed in escrow by the issuer
          thereof;

     provided that any voting securities of an issuer shall be deemed
     outstanding if any person other than the issuer is entitled to exercise the
     voting rights thereof; and

          (v) a security shall be deemed to be of the same class as another
     security if both securities confer upon the holder or holders thereof
     substantially the same rights and privileges; provided, that in the case of
     secured evidences of indebtedness, all of which are issued under a single
     indenture, differences in the interest rates or maturity dates of various
     Series thereof shall not be deemed sufficient to constitute such Series
     different classes, and provided, further, that, in the case of unsecured
     evidences of indebtedness, differences in the interest rates or maturity
     dates thereof shall not be deemed sufficient to constitute them securities
     of different classes, whether or not they are issued under a single
     indenture.


                                      -40-
<PAGE>
     SECTION 6.9 Persons Eligible for Appointment as Trustee. The Trustee for
each Series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having a combined capital and surplus
of at least $50,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal,
State or District of Columbia authority. Such corporation shall have its
principal place of business in the United States of America, if there be such a
corporation in such location willing to act upon reasonable and customary terms
and conditions. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.10.

     SECTION 6.10 Resignation and Removal; Appointment of Successor Trustee. (a)
The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to one or more or all Series of Securities by giving written
notice of resignation to the Company and by mailing notice thereof to the
Holders in the manner and to the extent provided in Section 12.4. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee or trustees with respect to the applicable Series by written instrument
in duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any Series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable Series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

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

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

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 6.9 and shall fail to resign after written request
     therefor by the Company or by any Securityholder; or

          (iii) the Trustee shall become incapable of acting with respect to any
     Series of the Securities, or shall be adjudged a bankrupt or insolvent, or
     a receiver or liquidator of the Trustee or of its property shall be
     appointed, or any public officer shall take charge or control of the
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation;

then, in any such case, the Company may remove the Trustee with respect to the
applicable Series of Securities and appoint a successor trustee for such Series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Company, one copy of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee, or, subject to the provisions
of Section 5.12, any Securityholder who has been a bona fide Holder of a
Security or Securities of such Series for at least six months may on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee with respect to such Series. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.


                                      -41-
<PAGE>
     (c) The Holders of a majority in aggregate principal amount of the
Securities of each Series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such Series and appoint a successor
trustee with respect to the Securities of such Series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Company the
evidence provided for in Section 7.1 of the action in that regard taken by the
Securityholders.

     (d) Any resignation or removal of the Trustee with respect to any Series
and any appointment of a successor trustee with respect to such Series pursuant
to any of the provisions of this Section 6.10 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 6.11.

     SECTION 6.11 Acceptance of Appointment by Successor Trustee. Any successor
trustee appointed as provided in Section 6.10 shall execute and deliver to the
Company and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
with respect to all or any applicable Series shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all rights, powers, duties and obligations with respect to such
Series of its predecessor hereunder, with like effect as if originally named as
trustee for such Series hereunder; but, nevertheless, on the written request of
the Company or of the successor trustee, upon payment of its charges then
unpaid, the trustee ceasing to act shall, subject to Section 10.4, pay over to
the successor trustee all moneys at the time held by it hereunder and shall
execute and deliver an instrument transferring to such successor trustee all
such rights, powers, duties and obligations. Upon request of any such successor
trustee, the Company shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a
prior claim upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 6.6.

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

     No successor trustee with respect to any Series of Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

     Upon acceptance of appointment by any successor trustee as provided in this
Section 6.11, the Company shall give notice in the manner and to the extent
provided in Section 12.4 to the Holders of Securities of any Series for which
such successor trustee is acting as trustee at their last addresses as they
shall appear in the Security register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.10. If the Company fails to mail such notice within ten days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.


                                      -42-
<PAGE>
     SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business of
Trustee. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 6.8 and eligible under the provisions
of Section 6.9, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

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

     SECTION 6.13 Preferential Collection of Claims Against the Company. (a)
Subject to the provisions of this Section, if the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of an Issuer
within four months prior to a default, as defined in subsection (c) of this
Section, or subsequent to such a default, then, unless and until such default
shall be cured, the Trustee shall set apart and hold in a special account for
the benefit of the Trustee individually, the Holders of the Securities, the
Holders of Coupons and the holders of other indenture securities (as defined in
this section):

          (1) an amount equal to any and all reductions in the amount due and
     owing upon any claim as such creditor in respect of principal or interest,
     effected after the beginning of such four month period and valid as against
     such Issuer and its other creditors, except any such reduction resulting
     from the receipt or disposition of any property described in subsection
     (a)(2) of this Section, or from the exercise of any right of set-off which
     the Trustee could have exercised if a petition in bankruptcy had been filed
     by or against such Issuer upon the date of such default; and

          (2) all property received by the Trustee in respect of any claim as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such four month
     period, or an amount equal to the proceeds of any such property, if
     disposed of, subject, however, to the rights, if any, of such Issuer and
     its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

          (A) to retain for its own account (i) payments made on account of any
     such claim by any person (other than such Issuer) who is liable thereon,
     (ii) the proceeds of the bona fide sale of any such claim by the Trustee to
     a third person, and (iii) distributions made in cash, securities or other
     property in respect of claims filed against such Issuer in bankruptcy or
     receivership or in proceedings for reorganization pursuant to Title 11 of
     the United States Code or applicable state law;


                                      -43-
<PAGE>
          (B) to realize, for its own account, upon any property held by it as
     security for any such claim, if such property was so held prior to the
     beginning of such four month period;

          (C) to realize, for its own account, but only to the extent of the
     claim hereinafter mentioned, upon any property held by it as security for
     any such claim, if such claim was created after the beginning of such four
     month period and such property was received as security therefor
     simultaneously with the creation thereof, and if the Trustee shall sustain
     the burden of proving that at the time such property was so received the
     Trustee had no reasonable cause to believe that a default as defined in
     subsection (c) of this Section would occur within four months; or

          (D) to receive payment on any claim referred to in paragraph (B) or
     (C), against the release of any property held as security for such claim as
     provided in such paragraph (B) or (C), as the case may be, to the extent of
     the fair value of such property.

     For the purposes of paragraphs (B), (C) and (D), property substituted after
the beginning of such four month period for property held as security at the
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim referred to in any of such paragraphs is created in renewal of or in
substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as
such pre-existing claim.

     If the Trustee shall be required to account, the funds and property held in
such special account and the proceeds thereof shall be apportioned between the
Trustee, the Securityholders, the Holders of Coupons and the holders of other
indenture securities in such manner that the Trustee, such Securityholders and
the holders of other indenture securities realize, as a result of payments from
such special account and payments of dividends on claims filed against an Issuer
in bankruptcy or receivership or in proceedings for reorganization pursuant to
Title 11 of the United States Code or applicable State law, the same percentage
of their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from such Issuer of the funds and
property in such special account and before crediting to the respective claims
of the Trustee, such Securityholders and the holders of other indenture
securities, dividends on claims filed against such Issuer in bankruptcy or
receivership or in proceedings for reorganization pursuant to Title 11 of the
United States Code or applicable State law, but after crediting thereon receipts
on account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account. As used in this paragraph, with respect to any claim,
the term "dividends" shall include any distribution with respect to such claim,
in bankruptcy or receivership or in proceedings for reorganization pursuant to
Title 11 of the United States Code or applicable State law, whether such
distribution is made in cash, securities or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim. The court in which such bankruptcy, receivership or proceeding for
reorganization is pending shall have jurisdiction (i) to apportion between the
Trustee, such Securityholders and the holders of other indenture securities, in
accordance with the provisions of this paragraph, the funds and the property
held in such special account and the proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph
due consideration in determining the fairness of the distributions to be made to
the Trustee, such Securityholders and the holders of other indenture securities
with respect to their respective claims, in which event it shall not be
necessary to liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such claim, or to
make a specific allocation of such distributions as between the secured and
unsecured portions of such claims, or otherwise to apply the provisions of this
paragraph as a mathematical formula.


                                      -44-
<PAGE>
     Any Trustee who has resigned or been removed after the beginning of such
four month period shall be subject to the provisions of this subsection (a) as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such four month period, it shall be
subject to the provisions of this subsection (a) if and only if the following
conditions exist:

          (i) the receipt of property or reduction of claim which would have
     given rise to the obligation to account, if such Trustee had continued as
     trustee, occurred after the beginning of such four month period; and

          (ii) such receipt of property or reduction of claim occurred within
     four months after such resignation or removal.

     (b) There shall be excluded from the operation of this Section a creditor
relationship arising from:

          (1) the ownership or acquisition of securities issued under any
     indenture, or any security or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

          (2) advances authorized by a receivership or bankruptcy court of
     competent jurisdiction or by this Indenture for the purpose of preserving
     any property which shall at any time be subject to the lien of this
     Indenture or of discharging tax liens or other prior liens or encumbrances
     thereon, if notice of such advance and of the circumstances surrounding the
     making thereof is given to the Securityholders at the time and in the
     manner provided in this Indenture;

          (3) disbursements made in the ordinary course of business in the
     capacity of trustee under an indenture, transfer agent, registrar,
     custodian, paying agent, fiscal agent or depositary, or other similar
     capacity;

          (4) an indebtedness created as a result of services rendered or
     premises rented or an indebtedness created as a result of goods or
     securities sold in a cash transaction as defined in subsection (c)(3)
     below;

          (5) the ownership of stock or of other securities of a corporation
     organized under the provisions of Section 25(a) of the Federal Reserve Act,
     as amended, which is directly or indirectly a creditor of such Issuer; or

          (6) the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper as defined in subsection (c)(4) of
     this Section.

     (c) As used in this Section:

          (1) the term "default" shall mean any failure to make payment in full
     of the principal of or interest upon any of the Securities or upon the
     other indenture securities when and as such principal or interest becomes
     due and payable;

          (2) the term "other indenture securities" shall mean securities upon
     which an Issuer is an obligor (as defined in the Trust Indenture Act of
     1939) outstanding under any other indenture (i) under which the Trustee is
     also trustee, (ii) which contains provisions substantially similar to the
     provisions of subsection (a) of this Section, and (iii) under which a
     default exists at the time of the apportionment of the funds and property
     held in said special account;


                                      -45-
<PAGE>
          (3) the term "cash transaction" shall mean any transaction in which
     full payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand;

          (4) the term "self-liquidating paper" shall mean any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Company for the purpose of financing the purchase,
     processing, manufacture, shipment, storage or sale of goods, wares or
     merchandise and which is secured by documents evidencing title to,
     possession of, or a lien upon the goods, wares or merchandise or the
     receivables or proceeds arising from the sale of the goods, wares or
     merchandise previously constituting the security, provided the security is
     received by the Trustee simultaneously with the creation of the creditor
     relationship with the Company arising from the making, drawing, negotiating
     or incurring of the draft, bill of exchange, acceptance or obligation; and

          (5) the term "Issuer" shall mean any obligor upon the Securities.

     SECTION 6.14 Appointment of Authenticating Agent. The Trustee may appoint
an Authenticating Agent or Agents with respect to one or more Series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such Series issued upon original issue or upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 2.9, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication or any other action in connection
therewith, such reference shall be deemed to include authentication and delivery
on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent and
other action taken on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company.

An Authenticating Agent may resign at any time by giving written notice thereof
to the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities in the manner provided
in Section 12.4. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with the effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless acceptable to the Company.

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 6.6.

     If an appointment with respect to one or more Series of Securities is made
pursuant to this Section, the Securities of such Series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

          "This is one of the Securities of the Series designated herein and
     referred to in the within-mentioned Indenture.


                                      -46-
<PAGE>
                                        J.P. MORGAN TRUST COMPANY, NATIONAL
                                        ASSOCIATION, as Trustee


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


                                        By:
                                            ------------------------------------
                                            Authorized Officer"

                                  ARTICLE SEVEN

                         CONCERNING THE SECURITYHOLDERS

     SECTION 7.1 Evidence of Action Taken by Securityholders. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all Series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Article.

     (b) The ownership of Registered Securities shall be proved by the Security
register. With respect to any Series of Registered Securities, the Company may,
but shall not be obligated to, fix a record date for the purpose of determining
the identity of Registered Holders entitled to receive any notice or to consent
to any supplement to this Indenture or to any amendment or waiver of any
provision hereof. If a record date is fixed, only those persons who were
Registered Holders at such record date (or their duly designated proxies) shall
be entitled to receive such notice or to consent to such supplement, amendment
or waiver or to revoke any such consent previously given, whether or not such
persons continue to be Holders after such record date. Any such record date
shall not be more than 60 days prior to the first solicitation of such consent
or the date of the most recent list of Securityholders furnished to the Trustee
pursuant to Section 4.1.

     (c) The amount of Unregistered Securities held by any Person executing any
instrument or writing as a Securityholder, the numbers of such Unregistered
Securities, and the date of his holding the same may be proved by the production
of such Securities or by a certificate executed by any trust company, bank,
broker or member of a national securities exchange (wherever situated), as
depositary, if such certificate is in form satisfactory to the Trustee, showing
that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Unregistered Securities therein described;
or such facts may be proved by the certificate or affidavit of the Person
executing such instrument or writing as a Securityholder, if such certificate or
affidavit is in form satisfactory to the Trustee. The Trustee and the Company
may assume that such ownership of any Unregistered Security continues until (i)
another certificate or affidavit bearing a later date issued in respect of the
same Unregistered Security is produced, or (ii) such Unregistered Security is
produced by some other person, or (iii) such Unregistered Security is
surrendered in exchange for a Registered Security, or (iv) such Unregistered
Security has been cancelled in accordance with Section 2.10.

     SECTION 7.2 Proof of Execution of Instruments. Subject to Sections 6.1 and
6.2, the execution of any instrument by a Securityholder or his agent or proxy
may be proved in accordance with such


                                      -47-
<PAGE>
reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee.

     SECTION 7.3 Holders to Be Treated as Owners. The Company, the Trustee and
any Agent of the Company or the Trustee may deem and treat the person in whose
name any Security shall be registered upon the Security register for such Series
as the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and
interest on such Security and for all other purposes; and neither the Company
nor the Trustee nor any Agent of the Company or the Trustee shall be affected by
any notice to the contrary. All such payments so made to any such person, or
upon his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Security.

     SECTION 7.4 Securities Owned by Company Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all Series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the
Company or any other obligor on the Securities with respect to which such
determination is being made or by any person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company or
any other obligor on the Securities with respect to which such determination is
being made shall be disregarded and deemed not to be Outstanding for the purpose
of any such determination, except that for the purpose of determining whether
the Trustee shall be protected in relying on any such direction, consent or
waiver only Securities which the Trustee knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any other obligor on the Securities.
In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with
such advice. Upon request of the Trustee, the Company shall furnish to the
Trustee promptly an Officer's Certificate listing and identifying all
Securities, if any, known by the Company to be owned or held by or for the
account of any of the above-described persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officer's Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

     SECTION 7.5 Right of Revocation of Action Taken. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 7.1, of the
taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all Series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all Series,
as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Company, the Trustee and the Holders of
all the Securities affected by such action.


                                      -48-
<PAGE>
                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

     SECTION 8.1 Supplemental Indentures Without Consent of Securityholders. The
Company, 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
(which shall conform to the provisions of the Trust Indenture Act of 1939 as in
force at the date of the execution thereof) for one or more of the following
purposes:

          (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
     security for the Securities of one or more Series any property or assets;

          (b) to evidence the succession of another corporation to the Company,
     or successive successions, and the assumption by the successor corporation
     of the covenants, agreements and obligations of the Company pursuant to
     Article Nine;

          (c) to add to the covenants of the Company such further covenants,
     restrictions, conditions or provisions as its Board of Directors and the
     Trustee shall consider to be for the protection of the Holders of
     Securities, and to make the occurrence, or the occurrence and continuance,
     of a default in any such additional covenants, restrictions, conditions or
     provisions an Event of Default permitting the enforcement of all or any of
     the several remedies provided in this Indenture as herein set forth;
     provided, that in respect of any such additional covenant, restriction,
     condition or provision such supplemental indenture may provide for a
     particular period of grace after default (which period may be shorter or
     longer than that allowed in the case of other defaults) or may provide for
     an immediate enforcement upon such an Event of Default or may limit the
     remedies available to the Trustee upon such an Event of Default or may
     limit the right of the Holders of a majority in aggregate principal amount
     of the Securities of such Series to waive such an Event of Default;

          (d) to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture; or to make such other provisions in regard to
     matters or questions arising under this Indenture or under any supplemental
     indenture as the Board of Directors may deem necessary or desirable and
     which shall not materially and adversely affect the interests of the
     Holders of the Securities or the Holders of any Coupons;

          (e) to establish the form or terms of Securities of any Series as
     permitted by Sections 2.1 and 2.3; or

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

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


                                      -49-
<PAGE>
     Any supplemental indenture authorized by the provisions of this Section may
be executed without the consent of the Holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 8.2.

     SECTION 8.2 Supplemental Indentures With Consent of Securityholders. With
the consent (evidenced as provided in Article Seven) of the Holders of a
majority of the aggregate principal amount of the Securities at the time
Outstanding of all Series affected by such supplemental indenture (treated as
one class), the Company, 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 (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of execution thereof) 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 Holders of the Securities of each such
Series; provided, that no such supplemental indenture shall (a) extend the final
maturity of any Security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof, or reduce the amount of principal of an Original
Issue Discount Security that would be due and payable upon an acceleration of
the maturity thereof pursuant to Section 5.1 or the amount provable in
bankruptcy pursuant to Section 5.2, or impair or affect the right of any
Securityholder to institute suit for payment thereof or, if the Securities
provide therefor, any right of repayment at the option of the Securityholder
without the consent of the Holder of the Security so affected, or (b) reduce the
aforesaid percentage of Securities of any Series, the consent of the Holders of
which is required for any such supplemental indenture, without the consent of
the Holder of the Security so affected.

     Upon the request of the Company, accompanied by a copy of a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders
as aforesaid and other documents, if any, required by Section 7.1, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

     An amendment under this Section 8.2 or Section 8.1 may not make any change
that adversely affects the rights under Article Eleven of any holder of Senior
Indebtedness then outstanding unless the requisite holders of such Senior
Indebtedness consent to such change pursuant to the terms of such Senior
Indebtedness.

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Company
shall give notice in the manner and to the extent provided in Section 12.4 to
the Holders of Securities of each Series affected thereby at their addresses as
they shall appear on the registry books of the Company, setting forth in general
terms the substance of such supplemental indenture. Any failure of the Company
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 8.3 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Holders of Securities
of each Series


                                      -50-
<PAGE>
and Holders of Coupons affected thereby 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 8.4 Documents to Be Given to Trustee. The Trustee, subject to the
provisions of Sections 6.1 and 6.2, may receive an Officer's Certificate and an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article Eight complies with the applicable provisions
of this Indenture.

     SECTION 8.5 Notation on Securities in Respect of Supplemental Indentures.
Securities of any Series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear, upon
the direction of the Company, a notation in form satisfactory to the Trustee for
such Series as to any matter provided for by such supplemental indenture or as
to any action taken at any such meeting. If the Company or the Trustee shall so
determine, new Securities of any Series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of such Series then outstanding.

                                  ARTICLE NINE

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     SECTION 9.1 Company May Consolidate, etc., on Certain Terms. The Company
covenants that it will not merge or consolidate with any other corporation or
sell or convey all or substantially all of its assets to any Person, unless (i)
either the Company shall be the continuing corporation, or the successor
corporation or the Person which acquires by sale or conveyance substantially all
the assets of the Company (if other than the Company) shall be a corporation
organized under the laws of the United States of America or any State thereof
and shall expressly assume the due and punctual payment of the principal of and
interest on all the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed or observed by the Company, by supplemental
indenture satisfactory to the Trustee, executed and delivered to the Trustee by
such corporation, and (ii) the Company or such successor corporation, as the
case may be, shall not, immediately after such merger or consolidation, or such
sale or conveyance, be in default in the performance of any such covenant or
condition.

     SECTION 9.2 Successor Corporation Substituted. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named
herein. Such successor corporation may cause to be signed, and may issue either
in its own name or in the name of the Company prior to such succession any or
all of the Securities issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such
successor corporation instead of the Company and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All of
the Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.


                                      -51-
<PAGE>
     In case of any such consolidation, merger, sale or conveyance such changes
in phraseology and form (but not in substance) may be made in the Securities
thereafter to be issued as may be appropriate.

     In the event of any such sale or conveyance (other than a conveyance by way
of lease) the Company or any successor corporation which shall theretofore have
become such in the manner described in this Article shall be discharged from all
obligations and covenants under this Indenture and the Securities and may be
liquidated and dissolved.

     SECTION 9.3 Opinion of Counsel to Trustee. The Trustee, subject to the
provisions of Sections 6.1 and 6.2, may receive an Opinion of Counsel, prepared
in accordance with Section 12.5, as conclusive evidence that any such
consolidation, merger, sale or conveyance, and any such assumption, and any such
liquidation or dissolution, complies with the applicable provisions of this
Indenture.

                                   ARTICLE TEN

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     SECTION 10.1 Satisfaction and Discharge of Indenture. (A) If at any time
(a) the Company shall have paid or caused to be paid the principal of and
interest on all the Securities of any Series and Coupons, if any, appertaining
thereto Outstanding hereunder (other than Securities and Coupons which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.9) as and when the same shall have become due and payable, or (b) the
Company shall have delivered to the Trustee for cancellation all Securities of
any Series and Coupons theretofore authenticated (other than any Securities of
such Series and Coupons which have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.9) or (c)(i) all the
Securities of such Series and Coupons not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and (ii) the Company shall have irrevocably deposited or caused
to be deposited with the Trustee as trust funds the entire amount in cash (other
than moneys repaid by the Trustee or any Paying Agent to the Company in
accordance with Section 10.4) or U.S. Government Obligations, as defined below,
maturing as to principal and interest in such amounts and at such times as will
ensure the availability of cash sufficient to pay at maturity or upon redemption
all Securities of such Series and Coupons (other than any Securities of such
Series and Coupons which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.9) not theretofore
delivered to the Trustee for cancellation, including principal and interest due
or to become due to such date of maturity as the case may be, and if, in any
such case, the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company with respect to Securities of such Series and Coupons,
then this Indenture shall cease to be of further effect with respect to
Securities of such Series and Coupons (except as to (i) rights of registration
of transfer and exchange, and the Company's right of optional redemption, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities and
Coupons, (iii) rights of Holders to receive payments of principal thereof and
interest thereon upon the original stated due dates therefor (but not upon
acceleration) and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) the rights, obligations and immunities of the
Trustee hereunder and (v) the rights of the Securityholders of such Series as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them), and the Trustee, on demand of the Company
accompanied by an Officer's Certificate and an Opinion of Counsel and at the
cost and expense of the Company, shall execute proper instruments acknowledging
such satisfaction of and discharging this Indenture with respect to such Series;
provided, that the rights of Holders of the Securities and Holders of Coupons to
receive amounts in respect of


                                      -52-
<PAGE>
principal of and interest on the Securities and Coupons held by them shall not
be delayed longer than required by then-applicable mandatory rules or policies
of any securities exchange upon which the Securities are listed. The Company
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, the Securities of such Series and Coupons.

     (B) In addition to the provisions of Section 10.1(A), the Company may
terminate its obligations under the Securities of any Series and this Indenture
with respect to such Series, except those obligations referred to in the
penultimate paragraph of this Section 10.1, if the Company has irrevocably
deposited or caused to be deposited with the Trustee, under the terms of an
irrevocable trust agreement in form and substance satisfactory to the Trustee,
as trust funds in trust solely for the benefit of the Securityholders of such
Series for that purpose, (i) cash or (ii) direct noncallable obligations of, or
noncallable obligations guaranteed by, the United States of America or an agency
thereof for the payment of which guarantee or obligation the full faith and
credit of the United States of America is pledged ("U.S. Government
Obligations"), or a combination thereof, maturing as to principal and interest
in such amounts and at such times as are sufficient, without consideration of
any reinvestment of such principal or interest, to pay the principal of and
interest on the outstanding Securities of such Series and Coupons to maturity or
redemption, as the case may be, provided that the Trustee shall have been
irrevocably instructed to apply such money or the proceeds of such U.S.
Government Obligations to the payment of said principal of and interest on the
Outstanding Securities and Coupons of such Series; provided that:

          (a) such deposit shall not cause the Trustee with respect to the
     Securities of that Series to have a conflicting interest as defined in
     Section 6.8 and for purposes of the Trust Indenture Act with respect to the
     Securities of any Series;

          (b) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Company is a party or by which it is bound; and

          (c) no Event of Default under Section 5.1(a), 5.1(b) or 5.1(c), or
     event which with the lapse of time would become an Event of Default with
     respect to the Securities of that Series shall have occurred and be
     continuing on the date of such deposit, and no Event of Default under
     Section 5.1(f) or Section 5.1(g) or event which with the giving of notice
     or lapse of time, or both, would become an Event of Default under Section
     5.1(f) or Section 5.1(g) shall have occurred and be continuing on the 91st
     day after such date of deposit.

     Such irrevocable trust agreement shall include, among other things,
provision for (1) payment of the principal of and interest on the Securities of
such Series and Coupons when due (by redemption, sinking fund payments or
otherwise), (2) the payment of the expenses of the Trustee incurred or to be
incurred in connection with carrying out such trust provisions, (3) rights of
registration, transfer, substitution and exchange of Securities of such Series
and Coupons in accordance with the terms stated in this Indenture and (4)
continuation of the rights and obligations and immunities of the Trustee as
against the Securityholders of such Series as stated in this Indenture.

     Notwithstanding the first paragraph of this Section 10.1(B), the Company's
obligations in Sections 2.8, 2.9, 3.1, 3.2, 5.1, 6.6, 6.10, 10.4 and 10.5 shall
survive until the Securities of such Series and Coupons, if any, are no longer
Outstanding; provided, however, that the Company's obligations in Section 5.1
shall survive only with respect to Events of Default as defined in Sections
5.1(a), 5.1(b), and 5.1(c). Thereafter, the Company's obligations in Sections
6.6, 10.4 and 10.5 shall survive.


                                      -53-
<PAGE>
     After any such irrevocable deposit, accompanied by an Officer's Certificate
which shall state that the provisions of the first two paragraphs of this
Section 10.1(B) have been complied with, and upon delivery by the Company to the
Trustee of an Opinion of Counsel to the effect that Securityholders of such
Series will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit and discharge and will be subject to Federal income
tax on the same amount and in the same manner and at the same time as would have
been the case if such deposit and discharge had not occurred, then the Company
shall be discharged of its obligations under the Securities of such Series and
this Indenture with respect to such Series except for those surviving
obligations specified above, and the Trustee upon request shall acknowledge in
writing such discharge. In addition, if the Securities of that Series are then
listed on the New York Stock Exchange, Inc., the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that such deposit, defeasance
and discharge will not cause such Securities to be delisted. Prior to the
delivery of such acknowledgment, the Trustee may require the Company to deliver
to it an Officer's Certificate and Opinion of Counsel, each stating that all
conditions precedent provided for herein relating to the deposit and discharge
contemplated by this provision have been complied with, and the Trustee may also
require that the Opinion of Counsel shall also state that such deposit does not
violate applicable law.

     SECTION 10.2 Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.4, all moneys deposited with the Trustee
pursuant to Section 3.8 or 10.1 shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent), to the Holders of the particular Securities of
such Series and any Coupons appertaining thereto for the payment or redemption
of which such moneys have been deposited with the Trustee, of all sums due and
to become due thereon for principal and interest; but such money need not be
segregated from other funds except to the extent required by law.

     SECTION 10.3 Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of
any Series or Coupons, all moneys then held by any Paying Agent under the
provisions of this Indenture with respect to such Series of Securities or
Coupons shall, upon demand of the Company, be repaid to it or paid to the
Trustee and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

     SECTION 10.4 Return of Unclaimed Moneys Held by Trustee and Paying Agent.
Any moneys deposited with or paid to the Trustee or any Paying Agent for the
payment of the principal of or interest on any Security of any Series or Coupons
and not applied but remaining unclaimed for two years after the date upon which
such principal or interest shall have become due and payable, shall, upon the
written request of the Company and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Company by the Trustee for such Series or such Paying Agent, and
the Holder of the Security of such Series or Holders of Coupons appertaining
thereto shall, unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property laws, thereafter look only to the
Company for any payment which such Holder may be entitled to collect, and all
liability of the Trustee or any Paying Agent with respect to such moneys shall
thereupon cease.

     SECTION 10.5 Reinstatement of Company's Obligations. If the Trustee is
unable to apply any funds or U.S. Government Obligations in accordance with
Section 3.8 or 10.1 by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities of any Series for which such application is
prohibited shall be revived and reinstated as if no deposit had occurred
pursuant to Section 3.8 or 10.1 until such time as the Trustee is permitted to
apply all such funds or U.S. Government Obligations in accordance with Section
3.8 or 10.1; provided, however, that if the Company has made any payment of
interest on or principal of any of such Securities


                                      -54-
<PAGE>
or Coupons because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Securityholders of such Securities to receive
such payment from the funds or U.S. Government Obligations held by the Trustee.

                                 ARTICLE ELEVEN

                                  SUBORDINATION

     SECTION 11.1 Securities Subordinate to Senior Indebtedness. The Company
covenants and agrees, and each Holder of a Security by such Holder's acceptance
thereof likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article Eleven, the indebtedness represented by
the Securities and the payment of any principal amount, Redemption Price,
interest and/or Original Issue Discount, if any, and any other amounts payable
as contemplated by Section 2.3 in respect of each and all of the Securities are
hereby expressly made subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness.

     "Senior Indebtedness" means the principal of (and premium, if any) and
interest on (including any interest that accrues after or would have accrued but
for the filing of a petition initiating any proceeding pursuant to any
Bankruptcy Law, regardless of whether such interest is allowed or permitted to
the holder of such Debt against the bankruptcy or any other insolvency estate of
the Company in such proceeding) and other amounts (including fees and other
amounts payable to any agent or trustee for the holders of such Debt) due on or
in connection with any Debt incurred, assumed or guaranteed by the Company,
whether outstanding on the date of the Indenture or thereafter incurred, assumed
or guaranteed and all renewals, extensions and refundings of any such Debt;
provided, however, that the following will not constitute Senior Indebtedness:
(a) any Debt if the instrument creating the same or evidencing the same or
pursuant to which the same is outstanding expressly provides (i) that such Debt
shall not be senior in right of payment to the Securities, or (ii) that such
Debt shall be subordinated to any other Debt of the Company, unless such
instrument expressly provides that such Debt shall be senior in right of payment
to the Securities; and (b) any Debt of the Company in respect of the Securities.

     SECTION 11.2 Payment Over of Proceeds upon Dissolution, etc. Upon any
distribution of assets of the Company in the event of

          (a) any insolvency or bankruptcy case or proceeding, or any
     receivership, liquidation, reorganization or other similar case or
     proceeding in connection therewith, relative to the Company or to its
     creditors, as such, or to its assets, or

          (b) any liquidation, dissolution or other winding up of the Company,
     whether voluntary or involuntary and whether or not involving insolvency or
     bankruptcy, or

          (c) any assignment for the benefit of creditors or any other
     marshalling of assets and liabilities of the Company, then and in such
     event

               (1) the holders of Senior Indebtedness shall be entitled to
          receive payment in full of all amounts due or to become due on or in
          respect of all Senior Indebtedness, or provision shall be made for
          such payment in cash, before the Holders of the Securities are
          entitled to receive any payment on account of the principal,
          Redemption Price, interest, if any, or any other amounts payable as
          contemplated by Section 2.3 in respect of the Securities; and


                                      -55-
<PAGE>
               (2) any payment or distribution of assets of the Company of any
          kind or character, whether in cash, property or securities, by set-off
          or otherwise, to which the Holders or the Trustee would be entitled
          but for the provisions of this Article Eleven, including any such
          payment or distribution which may be payable or deliverable by reason
          of the payment of any other Debt of the Company being subordinated to
          the payment of the Securities, shall be paid by the liquidating
          trustee or agent or other person making such payment or distribution,
          whether a trustee in bankruptcy, a receiver or liquidating trustee or
          otherwise, directly to the holders of Senior Indebtedness or their
          representative or representatives or to the trustee or trustees under
          any indenture under which any instruments evidencing any of such
          Senior Indebtedness may have been issued, ratably according to the
          aggregate amounts remaining unpaid on account of the principal of, and
          premium, if any, and interest on the Senior Indebtedness held or
          represented by each, to the extent necessary to make payment in full
          of all Senior Indebtedness remaining unpaid, after giving effect to
          any concurrent payment or distribution to the holders of such Senior
          Indebtedness.

     In the event that, notwithstanding the foregoing provisions of this Section
11.2, the Trustee or the Holder of any Security shall receive any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other Debt of the Company
being subordinated to the payment of the Securities, before all Senior
Indebtedness is paid in full or payment thereof provided for, and if such fact
shall then have been made known to the Trustee, or, as the case may be, such
Holder, then and in such event such payment or distribution shall be paid over
or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, Custodian, assignee, agent or other person making payment or
distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

     For purposes of this Article Eleven only, the words "cash, property or
securities" shall not be deemed to include shares of Capital Stock of the
Company as reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment the payment
of which is subordinated, at least to the extent provided in this Article Eleven
with respect to the Securities, to the payment of all Senior Indebtedness which
may at the time be outstanding; provided, however, that (i) Senior Indebtedness
is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of the Senior
Indebtedness are not, without the consent of such holders, altered by such
reorganization or readjustment.

     The consolidation of the Company with, or the merger of the Company into,
another corporation or the liquidation or dissolution of the Company following
the conveyance or transfer of its properties and assets substantially as an
entirety to another person upon the terms and conditions set forth in Article
Nine shall not be deemed a dissolution, winding up, liquidation, reorganization,
assignment for the benefit of creditors or marshalling of assets and liabilities
of the Company for the purposes of this Section 11.2 if the corporation formed
by such consolidation or into which the Company is merged or the person which
acquires by conveyance or transfer the properties and assets of the Company
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article Nine.

     SECTION 11.3 Acceleration of Securities. In the event that any Securities
are declared due and payable before their Stated Maturity pursuant to Section
5.1, then and in such event the Company shall promptly notify holders of Senior
Indebtedness, if any, of such acceleration. If any Senior Indebtedness shall be
Outstanding, the Company may not pay the Securities until 179 days have passed
after such


                                      -56-
<PAGE>
acceleration occurs and may thereafter pay the Securities if this Article Eleven
permits the payment at that time.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Securities prohibited by the
foregoing provisions of this Section 11.3, and if such facts then shall have
been known or thereafter shall have been made known to the Trustee as provided
in Section 11.10 or such Holder, as the case may be, pursuant to the terms of
this Indenture, then and in such event such payment shall be paid over and
delivered forthwith to the Company by or on behalf of the person holding such
payment for the benefit of the holders of Senior Indebtedness.

     The provisions of this Section 11.3 shall not apply to any payment with
respect to which Section 11.2 would be applicable.

     SECTION 11.4 Default on Senior Indebtedness. The Company may not make any
payment of the principal, Redemption Price, interest, if any, or any other
amount payable as contemplated by Section 2.3 in respect of the Securities and
may not acquire any Securities for cash or property (other than for Capital
Stock or other securities of the Company, provided that any such securities
which evidence any indebtedness of the Company shall be subordinated to Senior
Indebtedness to at least the same extent as provided in this Article Eleven) if:

          (1) a default on Senior Indebtedness occurs and is continuing that
     permits holders of such Senior Indebtedness to accelerate its maturity; and

          (2) the default is the subject of judicial proceedings or the Company
     receives a notice of default thereof from any person who may give such
     notice pursuant to the instrument evidencing or document governing such
     Senior Indebtedness. If the Company receives any such notice, then a
     similar notice received within nine months thereafter relating to the same
     default on the same issue of Senior Indebtedness shall not be effective for
     purposes of this Section 11.4.

     The Company may resume payments on the Securities and may acquire
Securities if and when:

          (A) the default is cured or waived; or

          (B) 179 or more days pass after the receipt by the Company of the
     notice described in clause (2) above and the default is not then the
     subject of judicial proceedings; and

this Article Eleven otherwise permits the payment or acquisition at that time.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section 11.4, and if such fact then shall have been
known or thereafter shall have been made known to the Trustee or such Holder, as
the case may be, pursuant to the terms of this Indenture, then and in such event
such payment shall be paid over and delivered forthwith to the Company by or on
behalf of the person holding such payment for the benefit of the holders of the
Senior Indebtedness.

     The provisions of this Section 11.4 shall not apply to any payment with
respect to which Section 11.2 would be applicable.

     SECTION 11.5 Payment Permitted if No Default. Nothing contained in this
Article Eleven or elsewhere in this Indenture or in any of the Securities shall
prevent (a) the Company, at any time except during the pendency of any case,
proceeding, dissolution, liquidation or other winding up, assignment for


                                      -57-
<PAGE>
the benefit of creditors or other marshalling of assets and liabilities of the
Company referred to in Section 11.2 or under the conditions described in Section
11.3 or 11.4, from making payments at any time of the principal, Redemption
Price, interest, if any, or any other amounts payable, as the case may be, in
respect of the Securities, or (b) the application by the Trustee or the
retention by any Holder of any money deposited with it hereunder to the payment
of or on account of the principal, Redemption Price, interest, if any, or any
other amounts payable, as the case may be, in respect of the Securities if the
Trustee did not have, at the time provided in the proviso to the first paragraph
of Section 11.10, notice that such payment would have been prohibited by the
provisions of this Article Eleven.

     SECTION 11.6 Subrogation to Rights of Holders of Senior Indebtedness.
Subject to the payment in full of all Senior Indebtedness, the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of
this Article Eleven to the rights of the holders of such Senior Indebtedness to
receive payments or distributions of cash, property or securities applicable to
the Senior Indebtedness until the principal, Redemption Price, interest, if any,
or other amounts payable as contemplated by Section 2.3, as the case may be, in
respect of the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article Eleven, and no payments pursuant to the provisions of this Article
Eleven to the Company or to the holders of Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as between the Company, its creditors other
than holders of Senior Indebtedness and the Holders of the Securities, be deemed
to be a payment or distribution by the Company to or on account of the Senior
Indebtedness.

     SECTION 11.7 Provisions Solely to Define Relative Rights. The provisions of
this Article Eleven are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on one hand, and the holders
of Senior Indebtedness, on the other hand. Nothing contained in this Article
Eleven or elsewhere in this Indenture or in the Securities is intended to or
shall

          (a) impair, as between the Company and the Holders of the Securities,
     the obligation of the Company, which is absolute and unconditional, to pay
     to the Holders of the Securities the principal, Redemption Price and
     interest, if any, or any other amount payable as contemplated by Section
     2.3, as the case may be, in respect of the Securities as and when the same
     shall become due and payable in accordance with the terms of the Securities
     and this Indenture and which, subject to the rights under this Article
     Eleven of the holders of Senior Indebtedness, is intended to rank equally
     with all other general obligations of the Company; or

          (b) affect the relative rights against the Company or the Holders of
     the Securities and creditors of the Company other than holders of Senior
     Indebtedness; or

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

     SECTION 11.8 Trustee to Effectuate Subordination. Each Holder of a Security
by such Holder's acceptance thereof authorizes and directs the Trustee on such
Holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article Eleven and appoints the
Trustee such Holder's attorney-in-fact for any and all such purposes.

     SECTION 11.9 No Waiver of Subordination Provisions. No right of any present
or future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be


                                      -58-
<PAGE>
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of, or notice to, the Trustee or the Holders of the Securities,
without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article Eleven or the
obligations hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise dispose
of any property pledged, mortgaged or otherwise securing Senior Indebtedness;
(iii) release any person liable in any manner for the collection of Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Company or any other person.

     SECTION 11.10 Notice to Trustee. The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Securities or that
would permit the resumption of any such payment. Failure to give such notice
shall not affect the subordination of the Securities to Senior Indebtedness.
Notwithstanding the provisions of this Article Eleven or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment to or by the Trustee
in respect of the Securities or that would permit the resumption of any such
payment, unless and until the Trustee shall have received written notice thereof
from the Company or a holder of Senior Indebtedness or from any trustee or agent
therefor; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 6.1, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if a Responsible
Officer of the Trustee shall not have received, at least three Business Days
prior to the date upon which by the terms hereof any such money may become
payable for any purpose (including, without limitation, the payment of the
principal, Redemption Price, interest, if any, or any other amount payable as
contemplated by Section 2.3, as the case may be, in respect of any Security),
the notice with respect to such money provided for in this Section 11.10, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within three Business Days
prior to such date.

     Subject to the provisions of Section 6.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a person representing himself
to be a holder of Senior Indebtedness (or a trustee or agent on behalf of such
holder) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee or agent on behalf of any such holder). In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article Eleven, the
Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
person, the extent to which such person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
person under this Article Eleven, and if such evidence is not furnished, the
Trustee may defer any payment which it may be required to make for the benefit
of such person pursuant to the terms of this Indenture pending judicial
determination as to the right of such person to receive such payment.


                                      -59-
<PAGE>
     SECTION 11.11 Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article Eleven, the Trustee, subject to the provisions of Section 6.1, and
the Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, liquidating trustee, Custodian, receiver, assignee for the benefit
of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Eleven.

     SECTION 11.12 Trustee Not Fiduciary for Holders of Senior Indebtedness. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if the Trustee shall in
good faith mistakenly pay over or distribute to Holders of Securities or to the
Company or to any other person cash, property or securities to which any holders
of Senior Indebtedness shall be entitled by virtue of this Article Eleven or
otherwise. The Trustee shall not be charged with knowledge of the existence of
Senior Indebtedness or of any facts that would prohibit any payment hereunder or
that would permit the resumption of any such payment unless a Responsible
Officer of the Trustee shall have received notice to that effect at the address
of the Trustee set forth in Section 12.4. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article Eleven
and no implied covenants or obligations with respect to holders of Senior
Indebtedness shall be read into this Indenture against the Trustee.

     SECTION 11.13 Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article Eleven with respect to
any Senior Indebtedness which may at any time be held by it, to the same extent
as any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

     Nothing in this Article Eleven shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.6.

     SECTION 11.14 Article Eleven Applicable to Paying Agents. In case at any
time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term "Trustee" as used in this Article
Eleven shall in such case (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for
all intents and purposes as if such Paying Agent were named in this Article
Eleven in addition to or in place of the Trustee; provided, however, that
Sections 11.10 and 11.12 shall not apply to the Company or any affiliate of the
Company if it or such affiliate acts as Paying Agent.

                                 ARTICLE TWELVE

                            MISCELLANEOUS PROVISIONS

     SECTION 12.1 Incorporators, Stockholders, Officers and Directors of Company
Exempt from Individual Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, in any Security or Coupon
appertaining thereto, or because of any indebtedness evidenced thereby, shall be
had against any incorporator, as such, or against any past, present or future
stockholder,


                                      -60-
<PAGE>
officer or director, as such, of the Company or of any successor, either
directly or through the Company or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the Holders thereof
and as part of the consideration for the issue of the Securities.

     SECTION 12.2 Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any Person, firm or corporation,
other than the parties hereto, any Paying Agent and their successors hereunder
and the Holders of the Securities and Coupons, if any, any legal or equitable
right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and their successors and of the Holders of the Securities.

     SECTION 12.3 Successors and Assigns of Company Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or on behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

     SECTION 12.4 Notices and Demands on Company, Trustee and Securityholders.
Any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee, by the Holders of Securities, or
by the Holders of Coupons to or on the Company may be given or served by being
deposited postage prepaid, first-class mail (except as otherwise specifically
provided herein) addressed (until another address of the Company is filed by the
Company with the Trustee) to CNA Financial Corporation, CNA Plaza, Chicago,
Illinois 60685 Attention: General Counsel, except that any notices required or
permitted to be given under Section 5.1 hereof shall be given or served by
registered or certified mail only. Any notice, direction, request or demand by
the Company or any Securityholder to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made at the
Corporate Trust Office.

     Where this Indenture provides for notice to Holders of any event, (1) if
any of the Securities affected by such event are Registered Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed by first-class mail, postage prepaid to such Registered
Holders as their names and addresses appear in the Security register within the
time prescribed and (2) if any of the Securities affected by such event are
Unregistered Securities, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if published once in a newspaper, in an
official language of the country of publication or in English, customarily
published on each Business Day, and of general circulation in New York, New York
and London, England and in such other city or cities as may be specified in such
Securities within the time prescribed. Where successive notices are required in
respect of Unregistered Securities, such notices may be made in the same or in
different newspapers, each meeting the foregoing requirements in the same city
on successive Business Days. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders, and any notice which
is mailed in the manner herein provided shall be conclusively presumed to have
been duly given.

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Company and
Securityholders when such notice is required to be given


                                      -61-
<PAGE>
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 12.5 Officer's Certificates and Opinions of Counsel; Statements to
Be Contained Therein. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officer's Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) 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, (c) 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 covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

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

     Any certificate, statement or opinion of an officer of the Company or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

     Any certificate or opinion of any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.

     SECTION 12.6 Payments Due on Saturdays, Sundays and Holidays. If the date
of maturity of interest on or principal or premium, if any, of the Securities of
any Series or Coupons appertaining thereto or the date fixed for redemption or
repayment of any such Security or Coupon shall not be a Business Day, then
payment of interest, principal or premium, if any, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date.


                                      -62-
<PAGE>
     SECTION 12.7 Conflict of Any Provision of Indenture with Trust Indenture
Act of 1939. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included herein by any of Sections 310 to 317, inclusive, of
the Trust Indenture Act of 1939, such required provision shall control.

     SECTION 12.8 New York Law to Govern. THIS INDENTURE AND EACH SECURITY SHALL
BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL
PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE.

     SECTION 12.9 Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     SECTION 12.10 Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

     SECTION 12.11 Determination of Principal Amount. In determining whether the
Holders of the requisite principal amount of outstanding Securities of any
Series have given any request, demand, authorization, direction, notice, consent
or waiver hereunder, or whether sufficient funds are available for redemption or
for any other purpose, 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 5.1 and the principal amount of any Securities denominated
in a Foreign Currency or ECU that shall be deemed to be outstanding for such
purposes shall be determined by converting the Foreign Currency or the specified
amount of each Component Currency into Dollars at the Market Exchange Rate as of
the date of such determination.

                                ARTICLE THIRTEEN

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

     SECTION 13.1 Applicability of Article. The provisions of this Article shall
be applicable to the Securities of any Series which are redeemable before their
maturity or to any sinking fund for the retirement of Securities of a Series
except as otherwise specified as contemplated by Section 2.3 for Securities of
such Series.

     SECTION 13.2 Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any Series to be redeemed as a whole
or in part at the option of the Company shall be given by giving notice of such
redemption as provided in Section 12.4, at least 30 days and not more than 60
days prior to the date fixed for redemption to such Holders of Securities of
such Series. Failure to give notice by mail, or any defect in the notice to the
Holder of any Security of a Series designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Security of such Series.

     The notice of redemption to each such Holder shall specify the date fixed
for redemption, the redemption price, the place or places of payment, that
payment will be made upon presentation and surrender of such Securities, and
that, unless otherwise specified in such notice, Coupon Securities, if any,
surrendered for payment must be accompanied by all Coupons maturing subsequent
to the redemption date, failing which the amount of any such missing Coupon or
Coupons will be deducted from the sum


                                      -63-
<PAGE>
due for payment, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue and that, if less than all of the Outstanding Securities of a
Series are to be redeemed, the identification and principal amount of the
Securities to be redeemed. In case any Security of a Series is to be redeemed in
part, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Security, a new Security or Securities of
such Series in principal amount equal to the unredeemed portion thereof will be
issued.

     The notice of redemption of Securities of any Series to be redeemed at the
option of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

     On or prior to the redemption date specified in the notice of redemption
given as provided in this Section, the Company will deposit with the Trustee or
with one or more paying agents (or, if the Company is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 3.4) an
amount of money sufficient to redeem on the redemption date all the Securities
of such Series so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption. If less than
all the Outstanding Securities of a Series are to be redeemed, the Company will
deliver to the Trustee at least 60 days prior to the date fixed for redemption
an Officer's Certificate stating the aggregate principal amount of Securities to
be redeemed.

     If less than all the Securities of a Series are to be redeemed, the Trustee
shall select, in such manner as it shall deem appropriate and fair, Securities
of such Series to be redeemed in whole or in part. Securities may be redeemed in
part in multiples equal to the minimum authorized denomination for Securities of
such Series or any multiple thereof. The Trustee shall promptly notify the
Company in writing of the Securities of such Series selected for redemption and,
in the case of any Securities of such Series selected for partial redemption,
the principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities of any Series shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.

     SECTION 13.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Company shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue and, except as provided in Sections 6.5 and 10.4, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said notice,
said Securities or the specified portions thereof shall be paid and redeemed by
the Company at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that any semiannual payment
of interest on Registered Securities becoming due on the date fixed for
redemption shall be payable to the Holders of such Securities registered as such
on the relevant record date subject to the terms and provisions of Section 2.7
hereof.


                                      -64-
<PAGE>
     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest borne
by the Security.

     Upon presentation of any Security redeemed in part only and the Coupons
appertaining thereto, the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Company, a new Security or Securities and the Coupons
appertaining thereto, of authorized denominations, in principal amount equal to
the unredeemed portion of the Security so presented.

     SECTION 13.4 Exclusion of Certain Securities from Eligibility for Selection
for Redemption. Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in a
written statement signed by an authorized officer of the Company and delivered
to the Trustee at least 60 days prior to the last date on which notice of
redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by, either (a) the Company or (b) an entity specifically
identified in such written statement directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company.

     SECTION 13.5 Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of Securities of any Series
is herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of Securities of any
Series is herein referred to as an "optional sinking fund payment". The date on
which a sinking fund payment is to be made is herein referred to as the "sinking
fund payment date".

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Series of Securities in cash, the Company may at its option
(a) deliver to the Trustee Securities of such Series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Company or receive credit for Securities of such Series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Company and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit for
Securities of such Series (not previously so credited) redeemed by the Company
through any optional redemption provision contained in the terms of such Series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

     On or before the sixtieth day next preceding each sinking fund payment date
for any Series, the Company will deliver to the Trustee an Officer's Certificate
(a) specifying the portion of the mandatory sinking fund payment to be satisfied
by payment of cash and the portion to be satisfied by credit of Securities of
such Series, (b) stating that none of the Securities of such Series has
theretofore been so credited, (c) stating that no defaults in the payment of
interest or Events of Default with respect to such Series have occurred (which
have not been waived or cured) and are continuing, (d) stating whether or not
the Company intends to exercise its right to make an optional sinking fund
payment with respect to such Series and, if so, specifying the amount of such
optional sinking fund payment which the Company intends to pay on or before the
next succeeding sinking fund payment date and (e) specifying such sinking fund
payment date. Any Securities of such Series to be credited and required to be
delivered to the Trustee in order for the Company to be entitled to credit
therefor as aforesaid which have not theretofore been delivered to the Trustee
shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with
such written statement (or reasonably promptly thereafter if acceptable to the
Trustee). Such written statement shall be irrevocable and upon its receipt by
the Trustee the Company shall become unconditionally obligated to make all the
cash payments or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. Failure of the Company, on or before any
such


                                      -65-
<PAGE>
sixtieth day, to deliver such written statement and Securities specified in this
paragraph, if any, shall not constitute a default but shall constitute, on and
as of such date, the irrevocable election of the Company (i) that the mandatory
sinking fund payment for such Series due on the next succeeding sinking fund
payment date shall be paid entirely in cash without the option to deliver or
credit Securities of such Series in respect thereof and (ii) that the Company
will make no optional sinking fund payment with respect to such Series as
provided in this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed $50,000
(or a lesser sum if the Company shall so request) with respect to the Securities
of any particular Series, such cash shall be applied on the next succeeding
sinking fund payment date to the redemption of Securities of such Series at the
sinking fund redemption price together with accrued interest to the date fixed
for redemption. If such amount shall be $50,000 or less and the Company makes no
such request then it shall be carried over until a sum in excess of $50,000 is
available. The Trustee shall select, in the manner provided in Section 13.2, for
redemption on such sinking fund payment date a sufficient principal amount of
Securities of such Series to absorb said cash, as nearly as may be possible, and
shall (if requested in writing by the Company) inform the Company of the serial
numbers of the Securities of such Series (or portions thereof) so selected.
Securities of any Series which are identified by registration and certificate
number in an Officer's Certificate at least 60 days prior to the sinking fund
payment date as being beneficially owned by, and not pledged or hypothecated by,
the Company or an entity directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company shall be excluded from
Securities of such Series eligible for selection for redemption. The Trustee, in
the name and at the expense of the Company (or the Company, if it shall so
notify the Trustee in writing) shall cause notice of redemption of the
Securities of such Series to be given in substantially the manner provided in
Section 13.2 (and with the effect provided in Section 13.3) for the redemption
of Securities of such Series in part at the option of the Company. The amount of
any sinking fund payments not so applied or allocated to the redemption of
Securities of such Series shall be added to the next cash sinking fund payment
for such Series and, together with such payment, shall be applied in accordance
with the provisions of this Section. Any and all sinking fund moneys held on the
stated maturity date of the Securities of any particular Series (or earlier, if
such maturity is accelerated), which are not held for the payment or redemption
of particular Securities of such Series shall be applied, together with other
moneys, if necessary, sufficient for the purpose, to the payment of the
principal of, and interest on, the Securities of such Series at maturity.

     On or before each sinking fund payment date, the Company shall pay to the
Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on such
sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Securities of a
Series with sinking fund moneys or mail or publish any notice of redemption of
Securities for such Series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that, where the mailing or publication of notice of
redemption of any Securities shall theretofore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the Company a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such Series at the time when any
such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or Event of
Default, be deemed to have been collected under Article Five and held for the
payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.10 or the default cured on or before the
sixtieth day preceding the sinking fund payment date in any year, such moneys
shall thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section to the redemption of such Securities.


                                      -66-
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereto affixed and
attested, all as of the day and year first above written.

ATTEST:                                 CNA FINANCIAL CORPORATION


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

[CORPORATE SEAL]


ATTEST:                                 J.P. MORGAN TRUST COMPANY,
                                        NATIONAL ASSOCIATION,
                                        as Trustee


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

[CORPORATE SEAL]


                                      -67-
<PAGE>
STATE OF ILLINOIS )
                  ) ss.:
COUNTY OF COOK    )

     On this __th day of __________, 200_, before me personally came
______________, to me personally known, who, being by me duly sworn, did depose
and say that he resides at ______________, __________; that he is the _________
of CNA Financial Corporation, one of the corporations described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

[NOTARIAL SEAL]


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

STATE OF ILLINOIS )
                  ) ss.:
COUNTY OF COOK    )

     On this __th day of __________, 200_, before me personally came
______________, to me personally known, who, being by me duly sworn, did depose
and say that he resides at ______________, __________; that he is a
______________ of J.P. Morgan Trust Company, National Association, one of the
corporations described in and which executed the above instrument; that he knows
the corporate seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

[NOTARIAL SEAL]


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


                                      -68-
<PAGE>
Exhibit A-1

                       [FORM OF CERTIFICATE TO BE GIVEN BY
                   PERSON ENTITLED TO RECEIVE BEARER SECURITY]

                                   CERTIFICATE

                            CNA FINANCIAL CORPORATION

                   [Description of Securities to be delivered]

     This is to certify that the above-captioned Securities are not being
acquired by or on behalf of a United States Person or by persons who have
purchased such Securities for offer to resell or resale to any U.S. Persons or
any person in the United States or, if a beneficial interest in the Securities
is being acquired by or on behalf of a United States Person, that such person is
a financial institution within the meaning of Section 1.1.65-12(c)(1)(v) of the
United States Treasury regulations which agrees to comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder and which is not purchasing for offer to
resell or resale inside the United States. If the undersigned is a dealer, the
undersigned agrees to obtain a similar certificate from each person entitled to
delivery of any of the above-captioned Securities in bearer form purchased from
it; provided, however, that if the undersigned has actual knowledge that the
information contained in such a certificate is false, the undersigned will not
deliver a Security in temporary or definitive bearer form to the person who
signed such certificate notwithstanding the delivery of such certificate to the
undersigned.

     As used herein, "United States Person" means any citizen or resident of the
United States of America (including the States and the District of Columbia) and
its territories, its possessions and all areas subject to its jurisdiction
("United States"), including any corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof and any estate or trust which is subject to United States
federal income taxation regardless of the source of its income.

     We undertake to advise you by telex if the above statement as to beneficial
ownership is not correct on the date of delivery of the above-captioned
Securities in bearer form as to all of such Securities.

     We understand that this certificate is required in connection with United
States securities and tax laws. We irrevocably authorize you to produce this
certificate or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered by
this certificate.

Dated: __________, 20__
[To be dated on or after
_________, 20__ (the date
determined pursuant to the
Indenture)]

                                           [Name of person entitled to receive
                                                        Security]


                                        By:
                                            ------------------------------------
<PAGE>
Exhibit A-2

                 [FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
                 AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE
                  OF A PORTION OF A TEMPORARY GLOBAL SECURITY]
                                   CERTIFICATE

                            CNA FINANCIAL CORPORATION

                   [Description of Securities to be delivered]

     This is to certify with respect to $________ principal amount of the above-
captioned Securities (i) that we have received from each of the persons
appearing in our records as persons being entitled to a portion of such
principal amount (our "Qualified Account Holders") a certificate with respect to
such portion substantially in the form attached hereto and (ii) that we are not
submitting herewith for exchange any portion of the temporary global Security
representing the above-captioned Securities excepted in such certificate or
certificates.

     We further certify that as of the date hereof we have not received any
notification from any of our Qualified Account Holders to the effect that the
statements made by such Qualified Account Holders with respect to any portion of
the part of the Global Security submitted herewith for exchange are no longer
true and cannot be relied upon as of the date hereof.

Dated: ______________, 20__
[To be dated no earlier than
the Exchange Date]

                                            [MORGAN GUARANTY TRUST COMPANY OF
                                              NEW YORK, Brussels Office, as
                                           Operator of the Euro-clear System]
                                                      [CEDEL S.A.]


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


                                       A-2
<PAGE>
Exhibit A-3

                 [FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
          AND CEDEL S.A. TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]
                                   CERTIFICATE

                            CNA FINANCIAL CORPORATION

           [Description of Securities on which interest is to be paid]

     This is to certify with respect to the above-captioned Securities or, with
respect to payments on any global security representing Securities, the
principal amount of any global security listed below that we have received from
each of the persons appearing in our records as persons being entitled to
receive payments with respect thereto (our "Qualified Account Holders") a
certificate with respect to such Qualified Account Holders substantially in the
form attached hereto.

     We further certify that as of the date hereof we have not received any
notification from any of our Qualified Account Holders to the effect that the
statements made by such Qualified Account Holders with respect to any Security
or interest in any global security listed above are no longer true and cannot be
relied upon as of the date hereof.

Dated: ______________, 20__
[To be dated no earlier than the
relevant Interest Payment Date]

                                            [MORGAN GUARANTY TRUST COMPANY OF
                                              NEW YORK, Brussels Office, as
                                           Operator of the Euro-clear System]
                                                      [CEDEL S.A.]


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


                                       A-3
<PAGE>
Exhibit A-4

                                   CERTIFICATE

              [FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS
                 TO OBTAIN INTEREST PRIOR TO ANY EXCHANGE DATE]
                            CNA FINANCIAL CORPORATION

           [Description of Securities on which interest is to be paid]

     This is to certify that as of the Interest Payment Date on [Insert Date]
and except as provided in the second paragraph hereof, none of the
above-captioned Securities held by you for our account or any interest in any
global security representing the such Securities was beneficially owned by a
United States Person (as defined below) or by persons who have purchased such
Securities for offer to resell or resale to any United States Persons or any
person in the United States or, if any of such Securities held by you for our
account were beneficially owned by a United States Person, such United States
Person either provided an Internal Revenue Service Form W-9 with respect to such
interest payment or certified with respect to such interest payment that it was
an exempt recipient as defined in Section 1.6049-4(c)(1)(ii) of the United
States Treasury regulations.

     This certificate excepts and does not relate to $_________ principal amount
of the above-captioned Securities or any interest in a global security
representing the Securities appearing in your books as being held for our
account as to which we are not yet able so to certify and as to which we
understand that we cannot receive any payments with respect thereto until we are
able so to certify.

     We understand that this certificate is required in connection with United
States tax laws. We irrevocably authorize you to produce this certificate or a
copy hereof to any interested party in any administrative or legal proceedings
or official inquiry with respect to the matters covered by this certificate.

     As used herein, "United States Person" means any citizen or resident of the
United States of America (including the States and the District of Columbia),
its territories and possessions and all areas subject to its jurisdiction
("United States"), including any corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof and any estate or trust which is subject to United States
federal income taxation regardless of the source of its income.

                                               [Name of person entitled to
                                                    receive interest]


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

Dated: ___________, 20__
[To be dated on or after the
15th day before the relevant
Interest Payment Date]


                                       A-4