SOUTHWESTERN PUBLIC SERVICE COMPANY

                                       TO

                            WILMINGTON TRUST COMPANY,

                                   AS TRUSTEE

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

                                    INDENTURE

                          DATED AS OF OCTOBER 21, 1996

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


                   DEFERRABLE INTEREST SUBORDINATED DEBENTURES




























<PAGE>


          Certain Sections of this Indenture relating to
                   Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

Trust Indenture
Indenture
Act Section                                                    Section

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

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

Note: This reconciliation and tie shall not, for any purposes,
       be deemed to be a part of this Indenture.







<PAGE>


                                TABLE OF CONTENTS


                                                                    Page

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.      Definitions.....................................     1
SECTION 102.      Compliance Certificates and
                    Opinions......................................    10
SECTION 103.      Form of Documents Delivered to
                    Trustee.......................................    11
SECTION 104.      Acts of Holders; Record Dates...................    11
SECTION 105.      Notices, Etc. to Trustee and the
                    Company.......................................    13
SECTION 106.      Notice to Holders; Waiver.......................    13
SECTION 107.      Conflict with Trust Indenture Act...............    14
SECTION 108.      Effect of Headings and Table of
                    Contents......................................    14
SECTION 109.      Successors and Assigns..........................    14
SECTION 110.      Separability Clause.............................    14
SECTION 111.      Benefits of Indenture...........................    15
SECTION 112.      GOVERNING LAW...................................    15
SECTION 113.      Legal Holidays..................................    15

                                   ARTICLE TWO

                               FORM OF SECURITIES

SECTION 201.      Forms Generally.................................    15
SECTION 202.      Form of Legend for Global
                    Securities....................................    16
SECTION 203.      Form of Trustee's Certificate of
                    Authentication................................    16

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.      Amount Unlimited; Issuable in
                    Series........................................    17
SECTION 302.      Denominations...................................    20
SECTION 303.      Execution, Authentication, Delivery
                    and Dating....................................    21
SECTION 304.      Temporary Securities............................    22
SECTION 305.      Registration, Registration of
                    Transfer and Exchange.........................    23


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                                                                    Page

SECTION 306.      Mutilated, Destroyed, Lost and
                    Stolen Securities.............................    26
SECTION 307.      Payment of Interest; Interest
                    Rights Preserved..............................    27
SECTION 308.      Persons Deemed Owners...........................    28
SECTION 309.      Cancellation....................................    29
SECTION 310.      Computation of Interest.........................    29
SECTION 311.      Right of Set-Off................................    29
SECTION 312.      CUSIP Numbers...................................    29

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.      Satisfaction and Discharge of
                    Indenture.....................................    30
SECTION 402.      Application of Trust Money......................    31

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.      Events of Default...............................    32
SECTION 502.      Acceleration of Maturity;
                    Rescission and Annulment......................    34
SECTION 503.      Collection of Indebtedness and
                    Suits for Enforcement by Trustee..............    35
SECTION 504.      Trustee May File Proofs of Claim................    36
SECTION 505.      Trustee May Enforce Claims Without
                    Possession of Securities......................    36
SECTION 506.      Application of Money Collected..................    37
SECTION 507.      Limitation on Suits.............................    37
SECTION 508.      Unconditional Right of Holders to
                    Receive Principal and Interest................    38
SECTION 509.      Restoration of Rights and Remedies..............    39
SECTION 510.      Rights and Remedies Cumulative..................    39
SECTION 511.      Delay or Omission Not Waiver....................    39
SECTION 512.      Control by Holders..............................    39
SECTION 513.      Waiver of Past Defaults.........................    40
SECTION 514.      Undertaking for Costs...........................    40
SECTION 515.      Waiver of Stay or Extension Laws................    41

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.      Certain Duties and Responsibilities.............    41
SECTION 602.      Notice of Defaults..............................    43


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                                                                    Page

SECTION 603.      Certain Rights of the Trustee...................    43
SECTION 604.      Not Responsible for Recitals or
                    Issuance of Securities........................    45
SECTION 605.      May Hold Securities.............................    45
SECTION 606.      Money Held in Trust.............................    45
SECTION 607.      Compensation and Reimbursement..................    45
SECTION 608.      Disqualification; Conflicting
                     Interests....................................    46
SECTION 609.      Corporate Trustee Required;
                    Eligibility...................................    46
SECTION 610.      Resignation and Removal;
                    Appointment of Successor......................    47
SECTION 611.      Acceptance of Appointment by
                    Successor.....................................    49
SECTION 612.      Merger, Conversion, Consolidation
                    or Succession to Business.....................    51
SECTION 613.      Preferential Collection of Claims
                    Against Company...............................    51

                                  ARTICLE SEVEN

             HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.      Company to Furnish Trustee Names
                     and Addresses of Holders.....................    51
SECTION 702.      Preservation of Information;
                    Communications to Holders.....................    52
SECTION 703.      Reports by Trustee..............................    52
SECTION 704.      Reports by Company..............................    52

                                  ARTICLE EIGHT

           CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.      Supplemental Indentures Without
                    Consent of Holders...........................    55
SECTION 902.      Supplemental Indentures with
                    Consent of Holders...........................    56
SECTION 903.      Execution of Supplemental
                    Indentures...................................    57


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                                                                    Page

SECTION 904.      Effect of Supplemental Indentures...............    57
SECTION 905.      Conformity with Trust Indenture Act.............    58
SECTION 906.      Reference in Securities to
                    Supplemental Indentures.......................    58

                                   ARTICLE TEN

                 COVENANTS; REPRESENTATIONS AND WARRANTIES

SECTION 1001.     Payment of Principal and Interest...............    58
SECTION 1002.     Maintenance of Office or Agency.................    58
SECTION 1003.     Money for Payments on Securities to
                    Be Held in Trust..............................    59
SECTION 1004.     Statement by Officers as to Default.............    60
SECTION 1005.     Additional Covenants............................    61

                                 ARTICLE ELEVEN

                           SUBORDINATION OF SECURITIES

SECTION 1101.     Securities Subordinate to Senior
                    Indebtedness..................................    62
SECTION 1102.     Payment Over of Proceeds upon
                    Dissolution, etc..............................    62
SECTION 1103.     No Payment When Senior Indebtedness
                    in Default....................................    64
SECTION 1104.     Payment Permitted if No Default.................    65
SECTION 1105.     Subrogation to Rights of Holders of
                    Senior Indebtedness...........................    65
SECTION 1106.     Provisions Solely to Define
                    Relative Rights...............................    66
SECTION 1107.     Trustee to Effectuate Subordination.............    67
SECTION 1108.     No Waiver of Subordination
                    Provisions....................................    67
SECTION 1109.     Notice to Trustee...............................    68
SECTION 1110.     Reliance on Judicial Order or
                    Certificate of Liquidating Agent..............    69
SECTION 1111.     Rights of Trustee as a Holder of
                    Senior Indebtedness; Preservation
                    of Trustee's Rights...........................    69
SECTION 1112.     Article Applicable to Paying Agents.............    70









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                                                                    Page

                                 ARTICLE TWELVE

                            REDEMPTION OF SECURITIES

SECTION 1201.     Applicability of Article........................    70
SECTION 1202.     Election to Redeem; Notice to
                    Trustee.......................................    70
SECTION 1203.     Selection by Trustee of Securities
                    to Be Redeemed................................    71
SECTION 1204.     Notice of Redemption............................    71
SECTION 1205.     Deposit of Redemption Price.....................    72
SECTION 1206.     Securities Payable on Redemption
                    Date..........................................    73
SECTION 1207.     Securities Redeemed in Part.....................    73

ANNEX A           Form of Amended and Restated Trust
                    Agreement....................................    A-1

































                                       -v-



<PAGE>



            INDENTURE, dated as of October 21, 1996, between Southwestern Public
Service Company, a corporation duly organized and existing under the laws of the
State of New Mexico (herein called the "Company") having its principal office at
Tyler at Sixth, Amarillo, Texas 79101, and Wilmington Trust Company, as Trustee
(herein called the "Trustee"). Unless otherwise defined herein, with respect to
a given series of debentures, all capitalized terms used herein but not defined
shall have the meanings ascribed to them in the Amended and Restated Trust
Agreement, the form of which is attached as Annex A hereto.

                             RECITALS OF THE COMPANY

            The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures
(herein called the "Securities"), to be issued in one or more series to evidence
the loans to be made to the Company of the proceeds from the issuance from time
to time by one or more business trusts (each a "Trust" and, collectively, the
"Trusts") of preferred beneficial interests in such Trusts (the "Preferred
Securities") and common beneficial interests in such Trusts (the "Common
Securities").

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

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.  Definitions.

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

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





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                                    -2-



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

            (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles; and

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

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

            "Additional Interest" means the sum of Additional
Interest Attributable to Deferral and Additional Interest
Attributable to Taxes.

            "Additional Interest Attributable to Deferral" means interest that
shall accrue on any interest on the Securities that is in arrears or not paid
during an Extension Period.

            "Additional Interest Attributable to Taxes" means, if a Trust is
required to pay any taxes, duties or governmental charges of whatever nature
(other than withholding taxes) imposed by the United States or any other taxing
authority, such amounts as shall be required so that the net amounts received by
such Trust and available for distribution to holders of Trust Securities by such
Trust after paying such taxes, duties or governmental charges shall not be less
than the amounts such Trust would have received had no such taxes, duties or
governmental charges been imposed.

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

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





<PAGE>


                                    -3-



that board or any Officer of the Company who has been authorized by the Board to
act on its behalf by a Board Resolution.

            "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 delivered to the Trustee.

            "Business Day" means a day other than (w) a Saturday or a Sunday,
(x) a day on which banks in New York are authorized or obligated by law or
executive order to remain closed, (y) a day on which the Corporate Trust Office
of the Trustee, or the principal office of the Property Trustee under the Trust
Agreement, is closed for business or (z) a day on which the principal office of
the Company is closed for business.

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

            "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

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

            "Corporate Trust Office" means the principal office of the Trustee
in Wilmington, Delaware at which at any particular time its corporate trust
business shall be administered and which at the date of this Indenture is 1100
North Market Street, Wilmington, Delaware 19890.

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

            "Depositary" means, with respect to Securities of any
series issuable in whole or in part in the form of one or more





<PAGE>


                                    -4-



Global Securities, a clearing agency registered under the Exchange Act that is
designated to act as Depositary for such Securities as contemplated by Section
301.

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

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

            "Extension Period" has the meaning specified in
Section 301.

            "Federal Bankruptcy Code" means the Bankruptcy Act of Title 11 of
the United States Code, as amended from time to time.

            "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 202 (or such
other legend as contemplated by Section 301).

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

            "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

            "Interest Payment Date", when used with respect to any installment
of interest on any Security, means the date specified in such Security as the
fixed date on which an installment of interest with respect to such Security is
due and payable.

             "Investment Company Event" means with respect to an issuance of
Securities of a particular issue, the occurrence of a change in law or
regulation or a change in interpretation or application of law or regulation by
any legislative body,





<PAGE>


                                    -5-



court, governmental agency, or regulatory authority (a "Change in 1940 Act Law")
to the effect that a Trust is or will be considered an "investment company" that
is required to be registered under the Investment Company Act of 1940, as
amended, which Change in 1940 Act Law becomes effective after the date specified
in the prospectus supplement or in the authorizing Board Resolution with respect
to the related issuance of Preferred Securities.

            "Maturity", when used with respect to any Security, means the date
on which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

            "Officers' Certificate" means a certificate signed by (i) the
Chairman, the President, a Vice President, or the Treasurer of the Company and
(ii) the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee; provided, however, that such certificate may be signed by two of the
officers or directors listed in clause (i) above in lieu of being signed by one
of such officers or directors listed in such clause (i) and one of the officers
listed in clause (ii) above. One of the officers signing an Officers'
Certificate given pursuant to Section 1004 shall be the principal executive,
financial or accounting officer of the Company. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Indenture shall include:

            (a)   a statement that each officer signing the
      Officers' Certificate has read the covenant or condition
      and the definitions relating thereto;

            (b)   a brief statement of the nature and scope of the
      examination or investigation undertaken by each officer in
      rendering the Officers' Certificate;

            (c) a statement that each such officer has made such examination or
      investigation as, in such officer's opinion, is necessary to enable such
      officer 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, in the opinion of each such officer,
      such condition or covenant has been complied with.





<PAGE>


                                    -6-



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

            "Outstanding", when used with respect to Securities, means, as of
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except: (i) Securities theretofore cancelled by
the Trustee or delivered to the Trustee for cancellation; (ii) Securities for
whose payment or redemption money or U.S. Government Obligations in the
necessary amount have been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the Holders
of such Securities; provided that, if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made; and (iii) Securities which
have been paid pursuant to Section 1001, or in exchange for or in lieu of which
other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of Securities have given or concurred
in any request, demand, authorization, direction, notice, consent or waiver
hereunder, Securities owned by the Company or any Affiliate of the Company
(other than a Trust to which such Securities have been issued) shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities the
ownership of which by the Company or an Affiliate of the Company the Trustee has
actual knowledge of shall be so disregarded.

            "Parent Guarantee" means any guarantee that the Company may enter
into with a Trust for the benefit of the holders of the Preferred Securities of
such Trust.

            "Paying Agent" means any Person authorized by the
Company to pay the principal of or interest on any Securities
on behalf of the Company.  The Paying Agent shall initially be
Wilmington Trust Company.






<PAGE>


                                    -7-



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

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

            "Preferred Securities" has the meaning specified in
the Recitals to this Indenture.

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

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

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

            "Representative" means an indenture trustee or other trustee, agent
or representative for an issue of Senior Indebtedness.

            "Responsible Officer", when used with respect to the Trustee, means
the chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.





<PAGE>


                                    -8-



            "Securities" has the meaning specified in the Recitals to this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

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

            "Senior Indebtedness" means the principal of, premium, if any,
interest on and any other payment due pursuant to any of the following, whether
outstanding at the date hereof or hereafter incurred, created or assumed: (i)
all indebtedness of the Company on a consolidated basis (other than any
obligations to trade creditors) evidenced by notes, debentures, bonds or other
securities sold by the Company for money borrowed and capitalized lease
obligations; (ii) all indebtedness of others of the kinds described in the
preceding clause (i) assumed or guaranteed in any manner by the Company or in
effect guaranteed by the Company; (iii) all obligations of the Company issued or
assumed as the deferred purchase price of property, all conditional sale
obligations of the Company and all obligations of the Company under any title
retention agreement (but excluding trade accounts payable); (iv) certain
obligations of the Company for the reimbursement of any obligor on any letter of
credit, banker's acceptance, security purchase facility, surety bond or similar
credit transaction entered into in the ordinary course of business of the
Company; and (v) all renewals, extensions or refundings of indebtedness of the
kinds described in any of the preceding clauses (i), (ii), (iii) or (iv),
unless, in the case of any particular indebtedness, capitalized lease
obligation, guarantee, renewal, extension or refunding, the instrument creating
or evidencing the same or the assumption or guarantee of the same expressly
provides that such indebtedness, renewal, extension or refunding is subordinated
to or is pari passu with the Securities.

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

            "Stated Maturity", when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal, together with any accrued and unpaid
interest (including Additional Interest), of such Security or such installment
of interest is due and payable.






<PAGE>


                                    -9-



            "Subsidiary" means any Person a majority of the equity ownership or
the Voting Stock of which is at the time owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. For the purposes of this definition, "Voting Stock" means
stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.

            "Tax Event" means, with respect to an issuance of Securities of a
particular series, the receipt by a Trust or the Company, as the case may be, of
an Opinion of Counsel experienced in such matters to the effect that a relevant
tax law change has occurred after the date specified in the prospectus
supplement or in the authorizing Board Resolution with respect to the related
issuance of Preferred Securities. For purposes of the preceding sentence a
relevant tax law change is any amendment or change to (or officially proposed
amendment or change to) the laws (including regulations thereunder) of the
United States or any political subdivision or taxing authority thereof, or the
publication of any judicial opinion interpreting such laws (or regulations) or
any written interpretation of such laws (or regulations) by any governmental
authority having jurisdiction to enforce or administer such laws (or
regulations) (including official and unofficial opinions purporting to apply
such laws and regulations to other Persons who have issued securities similar to
the Securities), which amendment, change, proposed amendment or change, opinion
or interpretation could, if valid and enacted or applied to such Trust or the
Company, result in (i) such Trust, either currently or within 90 days of the
date thereof, becoming subject to United States federal income tax with respect
to interest received on the Securities, (ii) interest payable by the Company on
the Securities attributable to the Preferred Securities, either currently or
within 90 days of the date thereof, becoming nondeductible for United States
federal income tax purposes or (iii) such Trust, either currently or within 90
days of the date thereof, becoming subject to more than a de minimis amount of
other taxes, duties or other governmental charges.

            "Trust Agreement" means any agreement establishing a Trust, as the
same may be amended, modified, supplemented or restated.







<PAGE>


                                   -10-



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

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

            "U.S. Government Obligations" means securities that are (x) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with respect to any such
U.S. Government Obligation or a specific payment of principal of or interest on
any such U.S. Government Obligation held by such custodian for the account of
the holder of such depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of principal of or interest on the U.S. Government Obligation evidenced by such
depository receipt.

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

SECTION 102.  Compliance Certificates and Opinions.

            Upon any application or request by the Company to the
Trustee to take any action under any provision of this





<PAGE>


                                   -11-



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

SECTION 103.  Form of Documents Delivered to Trustee.

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

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

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

SECTION 104.  Acts of Holders; Record Dates.

            (a)   Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this





<PAGE>


                                   -12-



Indenture to be given or taken by Holders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Holders in
person or by their agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

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

            (c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders entitled to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Holders. If not set by the Company prior to
the first solicitation of a Holder made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 701)
prior to such first solicitation or vote, as the case may be. With regard to any
record date, only the Holders on such date (or their duly designated proxies)
shall be entitled to give or take, or vote on, the relevant action.






<PAGE>


                                   -13-



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

            (e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

SECTION 105.  Notices, Etc. to Trustee and the Company.

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

            (1)  the Trustee by any Holder or by the Company
      shall be sufficient for every purpose hereunder if made,
      given, furnished or filed in writing to or with the
      Trustee at its Corporate Trust Office, Attention:
      Corporate Trust Administration, or

            (2) the Company by the Trustee or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and mailed, first-class postage prepaid, to the Company
      addressed to it at the address of its principal office specified in the
      first paragraph of this Indenture, Attention: Secretary, or at any other
      address previously furnished in writing to the Trustee by the Company.

SECTION 106.  Notice to Holders; Waiver.

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





<PAGE>


                                   -14-



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

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

SECTION 107.  Conflict with Trust Indenture Act.

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

SECTION 108.  Effect of Headings and Table of Contents.

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

SECTION 109.  Successors and Assigns.

            The Company will have the right at all times to assign any of its
rights or obligations under this Indenture to (a) a direct or indirect wholly
owned Subsidiary, provided that, in the event of any such assignment, the
Company will remain liable for all such obligations and (b) to any other Person
in accordance with the provisions of Article Eight of this Indenture. This
Indenture may not otherwise be assigned by the parties hereto. Subject to the
foregoing, this Indenture is binding upon and inures to the benefit of the
parties hereto and their respective successors and assigns.








<PAGE>


                                   -15-



SECTION 110.  Separability Clause.

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

SECTION 111.  Benefits of Indenture.

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

SECTION 112.  GOVERNING LAW.

            THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

SECTION 113.  Legal Holidays.

            In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest on or principal of the Securities shall be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Business Day is in
the next succeeding calendar year, such payment of interest on or principal of
the Securities, as the case may be, shall be made on the immediately preceding
Business Day, in each case, with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity.













<PAGE>


                                   -16-



                                   ARTICLE TWO

                               FORM OF SECURITIES

SECTION 201.  Forms Generally.

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

            The definitive Securities shall be printed, lithographed, engraved
or produced by any combination of these or other methods, all as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.

SECTION 202.  Form of Legend for Global Securities.

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

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






<PAGE>


                                   -17-



      THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
      DESCRIBED IN THE INDENTURE.

SECTION 203.  Form of Trustee's Certificate of Authentication.

            The Trustee's certificate of authentication shall be in
substantially the following form:

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


                                ------------------------------,
                                   as Trustee


                                By:___________________________
                                          Authorized Signatory

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.  Amount Unlimited; Issuable in Series.

            The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

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

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

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





<PAGE>


                                   -18-



      the series pursuant to Section 304, 305, 306, 906 or 1207 and except for
      any Securities which, pursuant to Section 303, are deemed never to have
      been authenticated and delivered hereunder);

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

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

            (5) the rate or rates at which any Securities of the series shall
      bear interest, if any, the extent to which Additional Interest
      Attributable to Deferral, if any, shall be payable in respect of any
      Securities of such series, the date or dates from which any such interest
      shall accrue, the Interest Payment Dates on which any such interest shall
      be payable, the Regular Record Date for any such interest payable on any
      Interest Payment Date and the right, if any, of the Company to extend the
      interest payment periods and the duration of such extension (an "Extension
      Period");

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

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

            (8) the obligation, if any, of the Company to redeem or repurchase
      any Securities of the series pursuant to any sinking fund or analogous
      provisions or at the option of the Holder thereof, and the period or
      periods within which, the price





<PAGE>


                                   -19-



      or prices at which and the terms and conditions upon which any Securities
      of the series shall be redeemed or purchased, in whole or in part,
      pursuant to such obligation;

            (9) if other than denominations of $25 and any integral multiple
      thereof, the denominations in which any Securities of the series shall be
      issuable;

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

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

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

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







<PAGE>


                                   -20-



            (14) if applicable, that any Securities of the series shall be
      issuable in whole or in part in the form of one or more Global Securities
      and in such case, the respective Depositaries designated for such Global
      Securities, the form of any legend or legends which shall be borne by any
      such Global Security in addition to or in lieu of that set forth in
      Section 202 and any circumstances in addition to or in lieu of those set
      forth in clause (2) of the last paragraph of Section 305, in which any
      such Global Security may be exchanged in whole or in part for Securities
      registered, and any transfer of such Global Security in whole or in part
      may be registered, in the name or names of Persons other than the
      Depositary for such Global Security or a nominee thereof;

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

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

            (17) any other terms of the series (which terms shall not be
      inconsistent with the provisions of this Indenture, except as permitted by
      Section 901(5)).

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

            If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and






<PAGE>


                                   -21-



delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

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

SECTION 302.  Denominations.

            The Securities of each series shall be issuable only in registered
form, without coupons, and only in denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $25 and any integral multiple thereof.

SECTION 303.  Execution, Authentication, Delivery and Dating.

            The Securities shall be executed on behalf of the Company by its
Chairman, its President or one of its Vice Presidents, under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

            Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities.

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







<PAGE>


                                   -22-



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

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

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

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities or this Indenture or otherwise in a manner which
is not reasonably acceptable to the Trustee.

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

            Each Security shall be dated the date of its authentication.







<PAGE>


                                   -23-



            No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.

SECTION 304.  Temporary Securities.

            Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

            If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at any office or agency of the Company designated pursuant to Section
1002, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of any authorized
denominations. Until so exchanged the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.

SECTION 305.  Registration, Registration of Transfer and
                Exchange.

            The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant Section 1002 being herein sometimes
collectively referred to as the "Securities Register") in which, subject to





<PAGE>


                                   -24-



such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Securities and of transfers of Securities. The Trustee is
hereby appointed "Securities Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

            Upon surrender for registration of transfer of any Security of a
series at an office or agency of the Company designated pursuant to Section 1002
for such purpose for that series, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series of any authorized
denominations and of a like aggregate principal amount.

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

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

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

            No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1207 not involving any transfer.






<PAGE>


                                   -25-



            If the Securities of any series (or of any series and specified
tenor) are to be redeemed in part, the Company will not be required to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities that may be selected for redemption and ending
at the close of business on the day of such mailing.

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

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

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

            (3)   Subject to clause (2) above, any
      exchange of a Global Security for other Securities
      may be made in whole or in part, and all





<PAGE>


                                   -26-



      Securities issued in exchange for a Global Security or any portion thereof
      shall be registered in such names as the Depositary for such Global
      Security shall direct.

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

SECTION 306.  Mutilated, Destroyed, Lost and Stolen
                Securities.

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

            If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute, and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

            In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

            Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses






<PAGE>


                                   -27-



(including the fees and expenses of the Trustee) connected
therewith.

            Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

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

SECTION 307.  Payment of Interest; Interest Rights Preserved.

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

            Any interest on any Security of any series which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

            (1) the Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Securities of such series (or their
      respective Predecessor Securities) are registered at the close of business
      on a Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner. The Company shall notify the
      Trustee in writing of the amount of Defaulted Interest proposed to be paid
      on each Security of such series and the date of the proposed payment, and
      at the same time the





<PAGE>


                                   -28-



      Company shall deposit with the Trustee an amount of money equal to the
      aggregate amount proposed to be paid in respect of such Defaulted Interest
      or shall make arrangements satisfactory to the Trustee for such deposit
      prior to the date of the proposed payment, such money when deposited to be
      held in trust for the benefit of the Persons entitled to such Defaulted
      Interest as in this clause provided. Thereupon the Trustee shall fix a
      Special Record Date for the payment of such Defaulted Interest which shall
      be not more than 15 days and not less than 10 days prior to the date of
      the proposed payment and not less than 10 days after the receipt by the
      Trustee of the notice of the proposed payment. The Trustee shall promptly
      notify the Company of such Special Record Date and, in the name and at the
      expense of the Company, shall cause notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor to be mailed,
      first-class postage prepaid, to each Holder of Securities of such series
      at such Holder's address as it appears in the Securities 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 so mailed, such Defaulted Interest shall be paid to
      the Persons in whose names the Securities of such series (or their
      respective Predecessor Securities) are registered at the close of business
      on such Special Record Date and shall no longer be payable pursuant to the
      following clause (2).

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

            Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration





<PAGE>


                                   -29-



of transfer of or in exchange for or in lieu of any other Security shall carry
the rights to interest accrued and unpaid, and to accrue (including in each such
case Additional Interest), which were carried by such other Security.

SECTION 308.  Persons Deemed Owners.

            Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee shall treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and (subject to
Section 307) interest (including Additional Interest) on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and none
of the Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 309.  Cancellation.

            All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of as directed by a Company Order.

SECTION 310.  Computation of Interest.

            Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months and, for any
period shorter than a full monthly period, shall be computed on the basis of the
actual number of days elapsed in such period.

SECTION 311.  Right of Set-Off.

            Notwithstanding anything to the contrary in this
Indenture, the Company shall have the right to set-off any





<PAGE>


                                   -30-



payment it is otherwise required to make hereunder to the extent the Company has
theretofore made, or is concurrently on the date of such payment making, a
payment under a Parent Guarantee.

SECTION 312.  CUSIP Numbers.

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.

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

            (1)         either

            (a) all Securities theretofore authenticated and delivered (other
      than (i) Securities which have been destroyed, lost or stolen and which
      have been replaced or paid as provided in Section 306 and (ii) Securities
      for whose payment money or U.S. Government Obligations have theretofor
      been deposited in trust or segregated and held in trust by the Company and
      thereafter repaid to the Company or discharged from such trust, as
      provided in Section 1003) have been delivered to the Trustee for
      cancellation; or

            (b)   all such Securities not theretofore
      delivered to the Trustee for cancellation:





<PAGE>


                                   -31-



                  (i)   have become due and payable; or

                 (ii)   will become due and payable at
            their Stated Maturity within one year; or

                (iii) are to be called for redemption within one year under
            arrangements satisfactory to the Trustee for the giving of notice of
            redemption by the Trustee in the name, and at the expense, of the
            Company

      and the Company, in the case of (i), (ii) or (iii) above, has deposited or
      caused to be deposited with the Trustee as trust funds (a) money in the
      necessary amount or (b) U.S. Government Obligations, the principal of and
      the interest on which when due, and without any regard to reinvestment
      thereof, in the opinion of an independent accountant, and, in the opinion
      of the officers of the Company executing an Officers' Certificate to that
      effect, will provide moneys which, together with the moneys, if any,
      deposited with or held by the Trustee, shall be sufficient to pay when due
      the principal of, premium, if any, and interest due and to become due on
      said Securities or portions thereof on the Redemption Date or the Stated
      Maturity thereof, as the case may be, in trust to pay and discharge the
      entire indebtedness on such Securities not theretofore delivered to the
      Trustee for cancellation, for principal and interest (including Additional
      Interest to the date of deposit) to the date of such deposit (in the case
      of Securities which have become due and payable) or to the Stated Maturity
      or Redemption Date, as the case may be;

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

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture have been complied with.






<PAGE>


                                   -32-



Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money or
U.S. Government Obligations shall have been deposited with the Trustee pursuant
to subclause (b) of clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.

SECTION 402.  Application of Trust Money.

            Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal and interest for whose payment such deposited money and the money from
U.S. Government Obligations have been deposited with the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.  Events of Default.

            "Event of Default," wherever used herein with respect to Securities
of any series, means any one of the following events that has occurred and is
continuing (whatever the reason for such Event of Default and whether it shall
be occasioned by the provisions of Article Eleven or be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body):

            (1) failure for 30 days to pay any interest on the Securities of
      that series, including any Additional Interest in respect thereof, when
      due (subject to the deferral of any due date in the case of an Extension
      Period); or

            (2) failure to pay any principal on the Securities of that series
      when due whether at Stated Maturity, upon redemption, by declaration of
      acceleration or otherwise; except that, in the





<PAGE>


                                   -33-



      event of an optional redemption, the failure to redeem any Security which
      is the result of the Company's failure to deposit on or before the
      Redemption Date with the Trustee (and/or having irrevocably directed the
      Trustee to apply, from money held by it available to be used for the
      redemption of Securities) an amount in cash sufficient to redeem all of
      the Securities to be redeemed, shall not be an Event of Default, but shall
      be deemed a rescission of the call for redemption; or

            (3) failure to observe or perform in any material respect any other
      covenant relating to a particular series contained in this Indenture for
      90 days after written notice to the Company from the Trustee or the
      holders of at least 25% in principal amount of the Outstanding Securities
      of that series; or

            (4) a decree or order is entered by a court having jurisdiction in
      the premises (i) for relief in respect of the Company in an involuntary
      case or proceeding under the Federal Bankruptcy Code or any other federal
      or state bankruptcy, insolvency, reorganization or similar law or (ii)
      adjudging the Company a bankrupt or insolvent, or seeking reorganization,
      arrangement, adjustment or composition of or in respect of the Company
      under the Federal Bankruptcy Code or any other applicable federal or state
      law, or appointing a custodian, receiver, liquidator, assignee, trustee or
      sequestrator (or other similar official) of the Company or of any
      substantial part of any of its properties, or ordering the winding up or
      liquidation of any of its affairs, and any such decree or order remains
      unstayed and in effect for a period of 60 consecutive days; or

            (5) the Company institutes a voluntary case or proceeding under the
      Federal Bankruptcy Code or any other applicable federal or state law or
      any other case or proceedings to be adjudicated a bankrupt or insolvent,
      or the Company consents to the entry of a decree or order for relief in
      respect of the Company in any involuntary case or proceeding under the
      Federal Bankruptcy Code or





<PAGE>


                                   -34-



      any other applicable federal or state law or to the institution of
      bankruptcy or insolvency proceedings against the Company, or the Company
      files a petition or answer or consent seeking reorganization or relief
      under the Federal Bankruptcy Code or any other applicable federal or state
      law, or consents to the filing of any such petition or to the appointment
      of or taking possession by a custodian, receiver, liquidator, assignee,
      trustee or sequestrator (or other similar official) of the Company or of
      any substantial part of its property, or makes an assignment for the
      benefit of creditors, or admits in writing its inability to pay its debts
      generally as they become due or takes corporate action in furtherance of
      any such action.


SECTION 502.  Acceleration of Maturity;
                Rescission and Annulment.

            If an Event of Default with respect to the Securities of any series
at the time Outstanding occurs and is continuing, then and in every such case,
the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Outstanding Securities of that series or the holders of at least 25% in
aggregate liquidation amount of the Preferred Securities then outstanding of the
Trust to which such series of securities has been issued shall have the right to
declare the principal of and the interest (including any Additional Interest) on
all the Securities of that series and any other amounts payable hereunder to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders or the holders of such Preferred Securities) and
shall have the right to enforce any and all other rights of Holders of
Securities of that series as creditors with respect to the Securities of that
series. Upon any such declaration, such principal and all accrued interest shall
become immediately due and payable.

            At any time after such a declaration of acceleration has been made
and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter provided in this Article, the Holders of a
majority in principal amount of the Outstanding Securities of that series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:





<PAGE>


                                   -35-



            (1)   the Company has paid or deposited with the
      Trustee a sum sufficient to pay,

                  (A)   all overdue interest (including any
            Additional Interest) on all Securities of that
            series,

                  (B) the principal of any Securities which have become due
            otherwise than by such declaration of acceleration and interest
            thereon at the rate borne by such Securities, and

                  (C) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel; and

            (2) all Events of Default with respect to Securities of that series,
      other than the nonpayment of the principal of Securities of that series
      which have become due solely by such declaration of acceleration, have
      been cured or waived as provided in Section 513.

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

SECTION 503.  Collection of Indebtedness and Suits
                for Enforcement by Trustee.

            The Company covenants that if

            (1) default is made in the payment of any interest (including any
      Additional Interest) on any Security when such interest becomes due and
      payable and such default continues for a period of 30 days (subject to the
      deferral of any due and payable interest in the case of an Extension
      Period), or

            (2)   default is made in the payment of the principal
      of any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest (including any Additional Interest), at
the rate borne by the Securities, and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses





<PAGE>


                                   -36-



of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.

            If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504.  Trustee May File Proofs of Claim.

            In case of any judicial proceeding relating to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

            No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.










<PAGE>


                                   -37-



SECTION 505.  Trustee May Enforce Claims Without
                Possession of Securities.

            All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 506.  Application of Money Collected.

            Subject to Article Eleven, any money or U.S. Government Obligations
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or interest (including any
Additional Interest), upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

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

            SECOND: To the payment of the amounts then due and unpaid for
      principal of and interest (including any Additional Interest) on the
      Securities in respect of which or for the benefit of which such money has
      been collected, ratably, without preference or priority of any kind,
      according to the amounts due and payable on such Securities for principal
      and interest (including any Additional Interest), respectively; and

            THIRD:  The balance, if any, to the Company.

SECTION 507.  Limitation on Suits.

            No Holder of any Security of any series or any holder of Preferred
Securities of the Trust to which such series of Securities has been issued shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this





<PAGE>


                                   -38-



Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless

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

            (2) the Holders of not less than 25% in principal amount of the
      Outstanding Securities of that series or the holders of at least 25% in
      aggregate liquidation amount of the Preferred Securities then outstanding
      of the Trust to which such series of securities has been issued shall have
      made written request to the Trustee to institute proceedings in respect of
      such Event of Default in its own name as Trustee hereunder;

            (3) such Holder or Holders or holder or holders of Preferred
      Securities have offered to the Trustee reasonable indemnity against the
      costs, expenses and liabilities to be incurred in compliance with such
      request;

            (4) the Trustee for 60 days after its receipt of such notice,
      request and offer of indemnity has failed to institute any such
      proceeding; and

            (5) no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in principal amount of the Outstanding Securities of that series
      or the holders of a majority in aggregate liquidation amount of the
      Preferred Securities then outstanding of the Trust to which such series of
      securities has been issued;

it being understood and intended that no one or more Holders or holders of
Preferred Securities shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders or holders of Preferred Securities, or
to obtain or to seek to obtain priority or preference over any other Holders or
holders of Preferred Securities or to enforce any right under this Indenture,
except in the manner herein





<PAGE>


                                   -39-



provided and for the equal and ratable benefit of all the
Holders or holders of Preferred Securities.

SECTION 508.  Unconditional Right of Holders to
                Receive Principal and Interest.

            Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and (subject to Section 307) interest
(including any Additional Interest) on such Security on the Stated Maturity
(subject to the deferral of any due date for the payment of interest in the case
of an Extension Period) expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

SECTION 509.  Restoration of Rights and Remedies.

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

SECTION 510.  Rights and Remedies Cumulative.

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







<PAGE>


                                   -40-



SECTION 511.  Delay or Omission Not Waiver.

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

SECTION 512.  Control by Holders.

            The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, provided that

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

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

SECTION 513.  Waiver of Past Defaults.

            Subject to Sections 902 and 905 hereof, the Holders of not less than
a majority in principal amount of the Outstanding Securities of any series may
on behalf of the Holders of all the Securities of such series waive any past
default hereunder and its consequences, except a default

            (1) in the payment of the principal of or interest (including any
      Additional Interest) on any Security of such series (unless such default
      has been cured and a sum sufficient to pay all matured installments of
      interest and principal due otherwise than by acceleration have been
      deposited with the Trustee); or

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





<PAGE>


                                   -41-



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

SECTION 514.  Undertaking for Costs.

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

SECTION 515.  Waiver of Stay or Extension Laws.

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


                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.  Certain Duties and Responsibilities.

            (1)   Except during the continuance of an
      Event of Default,






<PAGE>


                                   -42-



                  (A) the Trustee undertakes to perform such duties and only
            such duties as are specifically set forth in this Indenture, and no
            implied covenants or obligations shall be read into this Indenture
            against the Trustee; and

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

            In case an Event of Default has occurred and is continuing, 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 person would exercise or use under the circumstances in the conduct of
his own affairs.

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

                  (A)   this Subsection shall not be
            construed to limit the effect of Subsection
            (1) of this Section;

                  (B) the Trustee shall not be liable for any error of judgment
            made in good faith by a Responsible Officer, 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





<PAGE>


                                   -43-



            to be taken by it in good faith in accordance with the direction of
            Holders pursuant to Section 512 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 with respect to the Securities of such
            series.

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

            Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

SECTION 602.  Notice of Defaults.

            If any default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified in
Section 501(3) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.

            The Trustee shall not be deemed to have knowledge of any Event of
Default unless the Trustee shall have received written notice, or a Responsible
Officer charged with the administration of the Trust Agreement shall have
obtained written notice, of such Event of Default.

            For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.








<PAGE>


                                   -44-



SECTION 603.  Certain Rights of the Trustee.

            Subject to the provisions of Section 601:

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

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

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

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

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






<PAGE>


                                   -45-



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

            (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, and the Trustee shall not be responsible for any misconduct or
      negligence on the part of any agent or attorney appointed with due care by
      it hereunder; and

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

SECTION 604.  Not Responsible for Recitals or
                Issuance of Securities.

            The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations 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 Securities or the proceeds thereof.

SECTION 605.  May Hold Securities.

            The Trustee, any Paying Agent, any Securities Registrar, or any
other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Securities and, subject to Sections 608 and 613, may
otherwise deal with the Company with the same rights it would have if it





<PAGE>


                                   -46-



were not Trustee, Paying Agent, Security Registrar, or such
other agent.

SECTION 606.  Money Held in Trust.

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

SECTION 607.  Compensation and Reimbursement.

            The Company agrees

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

            (2) except as otherwise expressly provided herein, to reimburse the
      Trustee upon its request for all reasonable expenses, disbursements and
      advances incurred or made by the Trustee in accordance with any provision
      of this Indenture (including the reasonable compensation and the expenses
      and disbursements of its agents and counsel), except any such expense,
      disbursement or advance as may be attributable to its negligence or bad
      faith; and

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






<PAGE>


                                   -47-



To secure the Trustee's rights under this Section, the Trustee shall have a lien
against any money or other property collected hereunder. The provisions of this
Section shall survive the termination of this Indenture.

SECTION 608.  Disqualification; Conflicting Interests.

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

SECTION 609.  Corporate Trustee Required; Eligibility.

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

SECTION 610.  Resignation and Removal;
                Appointment of Successor.

            (a) No resignation or removal of the Trustee and no appointment of a
      successor Trustee pursuant to this Article shall become effective until
      the acceptance of appointment by such successor Trustee under Section 611.

            (b)   The Trustee may resign at any time with
      respect to the Securities of one or more series by





<PAGE>


                                   -48-



      giving written notice thereof to the Company. If an instrument of
      acceptance by a successor Trustee shall not have been delivered to the
      Trustee within 60 days after the giving of such notice of resignation, the
      resigning Trustee may petition any court of competent jurisdiction for the
      appointment of a successor Trustee with respect to the Securities of such
      series.

            (c) The Trustee may be removed at any time with respect to the
      Securities of any series by Act of the Holders of a majority in principal
      amount of the Outstanding Securities of such series, delivered to the
      Trustee and to the Company.

            (d)   If at any time:

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

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

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

                  (4)   an Event of Default has not
            occurred and is not continuing,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of such Holder and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee





<PAGE>


                                   -49-



with respect to all Securities and the appointment of a
successor Trustee or Trustees.

            (e) If the Trustee shall resign, be removed or become incapable of
      acting, or if a vacancy shall occur in the office of Trustee for any
      cause, with respect to the Securities of one or more series, the Company,
      by a Board Resolution, shall promptly appoint a successor Trustee or
      Trustees with respect to the Securities of that or those series (it being
      understood that any such successor Trustee may be appointed with respect
      to the Securities of one or more or all of such series and that at any
      time there shall be only one Trustee with respect to the Securities of any
      particular series). If, within one year after such resignation, removal or
      incapability, or the occurrence of such vacancy, a successor Trustee with
      respect to the Securities of any series shall be appointed by Act of the
      Holders of a majority in principal amount of the Outstanding Securities of
      such series delivered to the Company and the retiring Trustee, the
      successor Trustee so appointed shall, forthwith upon its acceptance of
      such appointment, become the successor Trustee with respect to Securities
      of such series and supersede the successor Trustee with respect to the
      Securities of any series appointed by the Company. If no successor Trustee
      with respect to the Securities of any series shall have been so appointed
      by the Company or the Holders and accepted appointment in the manner
      hereinafter provided, any Holder who has been a bona fide Holder of a
      Security of such series for at least six months may, on behalf of himself
      and all others similarly situated, petition any court of competent
      jurisdiction for the appointment of a successor Trustee with respect to
      the Securities of such series.

            (f) The Company shall give notice of each resignation and each
      removal of the Trustee with respect to the Securities of any series and
      each appointment of a successor Trustee with respect to the Securities of
      any series to all Holders of Securities of such series in the manner
      provided in Section 106. Each notice shall include the





<PAGE>


                                   -50-



      name of the successor Trustee with respect to the Securities of such
      series and the address of such successor Trustee's Corporate Trust Office.

SECTION 611.  Acceptance of Appointment by Successor.

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

            In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or





<PAGE>


                                   -51-



trusts hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

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

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

SECTION 612.  Merger, Conversion, Consolidation or Succession
              to Business.

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










<PAGE>


                                   -52-



SECTION 613.  Preferential Collection of Claims Against
                Company.

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

                                  ARTICLE SEVEN

             HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Company to Furnish Trustee Names and Addresses of
                Holders.

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

            (a) semiannually, not later than February 15 and August 15 in each
      year, a list, in such form as the Trustee may reasonably require, of the
      names and addresses of the Holders of Securities of each series as of a
      date not more than 15 days prior to the delivery thereof, and

            (b) at such other times as the Trustee may request in writing,
      within 30 days after the receipt by the Company of any such request, a
      list of similar form and content as of a date not more than 15 days prior
      to the time such list is furnished; excluding from any such list names and
      addresses received by the Trustee in its capacity as Securities Registrar.

SECTION 702.  Preservation of Information; Communications to
                Holders.

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

            (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or





<PAGE>


                                   -53-



under the Securities, and the corresponding rights and duties of the Trustee,
shall be as provided by the Trust Indenture Act.

            (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company, the Trustee or
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

SECTION 703.  Reports by Trustee.

            (a) The Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto.

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

SECTION 704.  Reports by Company.

            The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission. Delivery of such reports, information and documents to the Trustee
is for informational purposes only, and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).










<PAGE>


                                   -54-



                                  ARTICLE EIGHT

           CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.  Company May Consolidate, Etc. Only on Certain
                Terms.

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

            (1) in case the Company shall consolidate with or merge into another
      Person or convey, transfer or lease its properties and assets
      substantially as an entirety to any Person, the Person formed by such
      consolidation or into which the Company is merged or the Person which
      acquires by conveyance or transfer, or which leases, the properties and
      assets of the Company substantially as an entirety shall be a corporation,
      partnership, trust or other entity shall be organized and validly existing
      under the laws of the United States of America, any State thereof or the
      District of Columbia and shall expressly assume, by an indenture
      supplemental hereto, executed and delivered to the Trustee, in form
      reasonably satisfactory to the Trustee, the due and punctual payment of
      the principal of and interest (including any Additional Interest) on all
      the Securities and the performance or observance of every covenant of this
      Indenture, any Trust Agreement, any Parent Guarantee and any Expense
      Agreement on the part of the Company to be performed or observed;

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

            (3)   such consolidation or merger or conveyance,
      transfer or lease of properties or assets of the Company






<PAGE>


                                   -55-



      does not give rise to any breach or violation of, any
      Trust Agreement or any Parent Guarantee; and

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

SECTION 802.  Successor Substituted.

            Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of
                Holders.

            Without the consent of any Holders, the Company, when authorized by
a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:

            (1)   to evidence the succession of another Person to
      the Company and the assumption by any such successor of
      the covenants of the Company herein and in the Securities;

            (2)   to add to the covenants of the Company for the
      benefit of the Holders of all or any series of Securities





<PAGE>


                                   -56-



      (and if such covenants are to be for the benefit of less than all series
      of Securities, stating that such covenants are expressly being included
      solely for the benefit of such series) or to surrender any right or power
      herein or in the Securities conferred upon the Company;

            (3)   to cure any ambiguity or to correct any
      provision herein which may be defective or inconsistent
      with any other provision herein;

            (4) to comply with the requirements of the Commission in order to
      effect or maintain the qualification of this Indenture under the Trust
      Indenture Act, as contemplated by Section 905 or otherwise;

            (5) to evidence and provide for the acceptance of the appointment of
      a successor Trustee with respect to the Securities of one or more series
      hereunder and to add to or change any of the provisions of this Indenture
      as shall be necessary to provide for or facilitate the administration of
      the trusts hereunder by more than one Trustee, pursuant to the
      requirements of Section 611;

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

            (7) to make any other change that does not adversely affect the
      rights of any Holder.

SECTION 902.  Supplemental Indentures with Consent of Holders.

            With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

            (1)   change the Stated Maturity of the principal of,
      or any installment of interest (including any Additional





<PAGE>


                                   -57-



      Interest) on, any Security, or reduce the principal amount thereof or the
      rate of interest thereon, or change the place of payment where, or the
      coin or currency in which, any Security or interest thereon is payable, or
      impair the right to institute suit for the enforcement of any such payment
      on or after the Stated Maturity thereof (or, in the case of redemption, on
      or after the Redemption Date), or modify the provisions of this Indenture
      with respect to the subordination of the Securities in a manner adverse to
      the Holders,

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

            (3) modify any of the provisions of this Section, Section 513 or
      Section 1005, except to increase any such percentage (referred to in
      clause (2), above) or to provide that certain other provisions of this
      Indenture cannot be modified or waived without the consent of the Holder
      of each Outstanding Security affected thereby;

provided, that, so long as any of the Preferred Securities remain outstanding,
no such amendment shall be made that adversely affects the holders of the
Preferred Securities and no waiver of any Event of Default or compliance with
any covenant under this Indenture shall be effective, without the prior consent
of the holders of at least a majority of the aggregate liquidation amount of the
outstanding Preferred Securities unless and until the Securities and all accrued
and unpaid interest (including any Additional Interest) thereon have been paid
in full.

            A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.







<PAGE>


                                   -58-



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

SECTION 903.  Execution of Supplemental Indentures.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904.  Effect of Supplemental Indentures.

            Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 905.  Conformity with Trust Indenture Act.

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

SECTION 906.  Reference in Securities to Supplemental
                Indentures.

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





<PAGE>


                                   -59-



                                   ARTICLE TEN

             COVENANTS; REPRESENTATIONS AND WARRANTIES

SECTION 1001.  Payment of Principal and Interest.

            The Company will duly and punctually pay the principal of and
interest on the Securities of each series in accordance with the terms of the
Securities and this Indenture.

SECTION 1002.  Maintenance of Office or Agency.

            The Company will maintain in the United States an office or agency
for each series of Securities 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, where Securities of that series may be
surrendered for conversion and where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be served.
The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

            The Company may also from time to time designate one or more other
offices or agencies (in the United States) where the securities of one or more
series may be presented or surrendered for any or all such purposes and may from
time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the United States for each series
of Securities for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

SECTION 1003.  Money for Payments on Securities to
                  Be Held in Trust.

            If the Company shall at any time act as its own
Paying Agent with respect to any series of Securities, it will,





<PAGE>


                                   -60-



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

            Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to 12:00 noon, New York time, on each due
date of the principal of or interest on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

            The Company will cause each Paying Agent for any series of
Securities other than the Trustee or the Company to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section 1003, that such Paying Agent will (i)
comply with the provisions of the Trust Indenture Act applicable to it as a
Paying Agent and (ii) during the continuance of any default by the Company (or
any other obligor upon the Securities of that series) in the making of any
payment in respect of the Securities of that series, upon the written request of
the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent as such.

            The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or interest on
any Security of any series and remaining unclaimed for two years after such
principal or interest has become due and payable shall be paid to the





<PAGE>


                                   -61-



Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease.

            The Trustee and the Paying Agent shall promptly pay to the Company
upon request any excess money or securities held by them at any time.

SECTION 1004.  Statement by Officers as to Default.

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

SECTION 1005.  Additional Covenants.

            The Company covenants and agrees for the benefit of the Holders of
Securities of each series that it will not declare or pay any dividends or
distributions (other than dividends or distributions in capital stock of the
Company or other securities ranking junior in right of payment to the Securities
of a particular series) on, or redeem, purchase, acquire or make a liquidation
payment with respect to, any of its capital stock or any security ranking pari
passu with or junior in right of payment to the Securities of such series, or
make any guarantee payments with respect to the foregoing (other than pro rata
payments under the Parent Guarantee and any similar Parent Guarantees issued by
the Company on behalf of the holders of Preferred Securities issued by any
issuer holding Securities) or repurchase, or cause any of the Subsidiaries to
repurchase, any securities of the Company ranking pari passu with or junior in
right of payment to the Securities of such series (except for payments made on
any series of Securities upon the stated maturity of such Securities); provided
that the Company may redeem, purchase, acquire or make a liquidation payment
with respect to any of





<PAGE>


                                   -62-



its capital stock or any security ranking pari passu with or junior in right of
payment to the Securities of such series, make any guarantee payment with
respect to the foregoing or repurchase, or cause any of its subsidiaries to
repurchase, any security of the Company ranking pari passu with or junior in
right of payment to the Securities of such series with securities (or the
proceeds from the issuance of securities) having no higher ranking than the
capital stock or the other securities which are to be redeemed, purchased, or
acquired, with respect to which a liquidation payment is to be made, to which a
guarantee payment is to be made with respect to the foregoing or which are to be
repurchased, if at such time (i) there shall have occurred any event of which
the Company has actual knowledge that (a) with the giving of notice or the lapse
of time or both, would constitute an Event of Default hereunder with respect to
Securities of such series and (b) which the Company shall not have taken
reasonable steps to cure, (ii) the Company shall be in default with respect to
its payment of any obligations under a Parent Guarantee relating to the
Preferred Securities of the Trust corresponding to which the Securities of such
series have been issued or (iii) the Company shall have given notice of its
selection of an Extension Period as provided herein with respect to Securities
of such series and such period, or any extension thereof, shall have commenced
and be continuing.

            The Company also covenants, for the benefit of the Holders of
Securities of each series, (i) not to transfer ownership of the Common
Securities of the Trust to which the Securities of such series have been issued
to any person other than an Affiliate of the Company or a successor of the
Company permitted under Article Eight of this Indenture; provided that no such
transfer shall result in (x) the Trust being considered an "investment company"
that is required to be registered under the Investment Company Act of 1940, as
amended, or (y) the Trust not being taxed as a grantor trust for United States
Federal income tax purposes; (ii) not to voluntarily dissolve, wind up or
terminate such Trust, except in connection with a distribution of the Securities
of such series to the holders of the corresponding Preferred Securities in
liquidation of such Trust or in connection with certain mergers, consolidations
or amalgamations permitted by the Trust Agreement relating to such Trust and
(iii) to use its reasonable efforts, consistent with the terms and provisions of
such Trust Agreement, to cause such Trust to remain a grantor trust and not to
be classified as an association taxable as a corporation for United States
Federal income tax purposes.





<PAGE>


                                   -63-



                                 ARTICLE ELEVEN

                           SUBORDINATION OF SECURITIES

SECTION 1101.  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,
notwithstanding anything to the contrary contained herein, to the extent and in
the manner hereinafter set forth in this Article, the indebtedness represented
by the Securities and the payment of the principal of and premium, if any, and
interest on each and all of the Securities are hereby expressly made subordinate
and subject in right of payment to the prior payment in full in cash or cash
equivalents of all Senior Indebtedness (including any interest accruing after
the occurrence of an Event of Default under Section 501(4) or (5)).

SECTION 1102.  Payment Over of Proceeds upon Dissolution, etc.

            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, relating to the Company or to its assets, or
(b) any liquidation, dissolution or other winding up of the Company, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy,
or (c) any assignment for the benefit of creditors or any other marshalling of
assets and liabilities of the Company, then and in any such event:

            (1) the holders of Senior Indebtedness shall be entitled to receive
      payment in full in cash or cash equivalents 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 or cash equivalents, before the Holders
      of the Securities are entitled to receive any payment on account of
      principal of (or premium, if any) or interest on the Securities; and

            (2) any payment or distribution of assets of the Company of any kind
      or character, whether in cash, property or securities, by set-off or
      otherwise, to which the Holders 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





<PAGE>


                                   -64-



      indebtedness of the Company being subordinated to the payment of the
      Securities (except, so long as the effect of this parenthetical clause is
      not to cause the Securities to be treated in any case or proceeding or
      similar event described in Subsection (a), (b) or (c) of this Section 1102
      as part of the same class of claims as the Senior Indebtedness or any
      class of claims on a parity with or senior to the Senior Indebtedness, for
      any such payment or distribution of securities which (i) are unsecured,
      (ii) have an average life and final maturity no shorter than the average
      life and final maturity of the Securities and (iii) are subordinated, to
      at least the same extent as the Securities, to the payment of all Senior
      Indebtedness then outstanding), 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, and
      other amounts due on or in connection with, the Senior Indebtedness to the
      extent necessary to make payment in full in cash or cash equivalents of
      all Senior Indebtedness remaining unpaid, after giving effect to any
      concurrent payment or distribution to the holders of such Senior
      Indebtedness; and

            (3) in the event that, notwithstanding the foregoing provisions of
      this Section, the Trustee or the Holder of any Security shall have
      received any such 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 indebtedness of the Company being subordinated
      to the payment of the Securities, before all Senior Indebtedness is paid
      in full or payment thereof provided for, 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





<PAGE>


                                   -65-



      the extent necessary to pay all Senior Indebtedness in full in cash or
      cash equivalents, after giving effect to any concurrent payment or
      distribution to or for the holders of Senior Indebtedness.

            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, transfer or lease of its properties and assets
substantially as an entirety to another corporation upon the terms and
conditions set forth in Article Eight 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 1102 if the corporation formed by such consolidation or into which the
Company is merged or the corporation which acquires by conveyance, transfer or
lease such properties and assets substantially as an entirety, as the case may
be, shall, as a part of such consolidation, merger, conveyance, transfer or
lease, comply with the conditions set forth in Article Eight.

SECTION 1103.  No Payment When Senior Indebtedness in Default.

            (i) In the event of and during the continuation of any default in
the payment of principal of (or premium, if any) or interest on any Senior
Indebtedness or (ii) in the event that any other event of default with respect
to any Senior Indebtedness shall have occurred and be continuing and shall have
resulted in such Senior Indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable, then
no payment shall be made by the Company on account of the principal of (or
premium, if any) or interest on the Securities or on account of the purchase or
redemption or other acquisition of Securities unless and until such payment
default shall have been cured or waived or shall have ceased to exist or such
acceleration shall have been rescinded or annulled or the holders of such Senior
Indebtedness or their agents have waived the benefits of this Section.

            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, then and in such event such payment shall
be received and held in trust for the holders of Senior Indebtedness and shall
be paid over or delivered to the Representative of Senior






<PAGE>


                                   -66-



Indebtedness then outstanding to the extent necessary to pay in full in cash or
cash equivalents all Senior Indebtedness.

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

SECTION 1104.  Payment Permitted if No Default.

            Nothing contained in this Article or elsewhere in this Indenture or
in any of the Securities shall prevent the Company, at any time except during
the pendency of any case, proceeding, dissolution, liquidation or other winding
up, assignment for the benefit of creditors or other marshalling of assets and
liabilities of the Company referred to in Section 1102 or under the conditions
described in Section 1103, from making payments at any time of principal of (and
premium, if any) or interest on the Securities.

SECTION 1105.  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 (equally and ratably with the
holders of all indebtedness of the Company which by its express terms is
subordinated to Senior Indebtedness of the Company to the same extent as the
Securities are subordinated and which is entitled to like rights of subrogation)
to the rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness until the principal of (and premium, if any) and interest on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of Senior Indebtedness of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Indebtedness
by Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Indebtedness, and the Holders of the
Securities, be deemed to be a payment or distribution by the Company to or on
account of the Senior Indebtedness.









<PAGE>


                                   -67-



SECTION 1106.  Provisions Solely to Define Relative Rights.

            The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders of the Securities, the obligation
of the Company, which is absolute and unconditional, to pay to the Holders of
the Securities the principal of (and premium, if any) and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the Company of the
Holders of the Securities and creditors of the Company other than the holders of
Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the express limitations set forth in Article
Five and to the rights, if any, under this Article of the holders of Senior
Indebtedness (1) in any case, proceeding, dissolution, liquidation or other
winding up, assignment for the benefit of creditors or other marshalling of
assets and liabilities of the Company referred to in Section 1102, to receive,
pursuant to and in accordance with such Section, cash, property and securities
otherwise payable or deliverable to the Trustee or such Holder, or (2) under the
conditions specified in Section 1103, to prevent any payment prohibited by such
Section.

SECTION 1107.  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 and appoints the Trustee his attorney-in-fact for any and all such
purposes.

            With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Eleven, and no implied covenants
or obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of





<PAGE>


                                   -68-



Senior Indebtedness and, subject to the provisions of Section 601, the Trustee
shall not be liable to any holder of Senior Indebtedness if it shall pay over or
deliver to holders of Securities, the Company or any other Person money or
assets to which any holder of Senior Indebtedness shall be entitled by virtue of
this Article Eleven or otherwise.

SECTION 1108.  No Waiver of Subordination Provisions.

            No right of any present or future holder of any Senior Indebtedness
to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or any
non-compliance 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: (a) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Indebtedness or any instrument evidencing the same or any
agreement under which Senior Indebtedness is outstanding; (b) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (c) release any Person liable in any manner for
the collection of Senior Indebtedness; and (d) exercise or refrain from
exercising any rights against the Company and any other Person.

SECTION 1109.  Notice to Trustee.

            The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Securities. Notwithstanding the provisions of
this Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payments to or by the Trustee in respect of the Securities, unless
and until the Trustee





<PAGE>


                                   -69-



shall have received written notice thereof at the Corporate Trust Office of the
Trustee from the Company or a holder of Senior Indebtedness or from any trustee,
fiduciary or agent therefore; and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 602, shall be entitled
in all respects to assume that no such facts exist; provided, however, that if
the Trustee shall not have received the notice provided for in this Section 1109
at least three Business Days prior to the date upon which by the terms hereof
any money may become payable for any purpose (including, without limitation, the
payment of the principal of (and premium, if any) or interest on any Security),
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. Nothing in this Section 1109 shall limit the right of
the holders of Senior Indebtedness to recover payments as contemplated by
Sections 1102 and 1103.

            Subject to the provisions of Section 602, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing such Person to be a holder of Senior Indebtedness (or a trustee,
fiduciary or agent therefor) to establish that such notice has been given by a
holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor). In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

SECTION 1110.  Reliance on Judicial Order or
                        Certificate of Liquidating Agent.

            Upon any payment or distribution of assets of the Company referred
to in this Article, the Trustee, subject to the provisions of Section 602, and
the Holders of the





<PAGE>


                                   -70-



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,
receiver, liquidating trustee, custodian, assignee for the benefit of creditors,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of Securities, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
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.

SECTION 1111.  Rights of Trustee as a Holder of Senior
                  Indebtedness; Preservation of Trustee's Rights.

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

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

SECTION 1112.  Article Applicable to Paying Agents.

            In case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article Eleven in addition to or in place of the Trustee;
provided, however, that (i) Section 1111 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent and (ii)
any notice required by this Article Eleven to be given by the holders of, or a
Representative for, Senior Indebtedness need only be given to the Trustee and
not to any Paying Agent.








<PAGE>


                                   -71-



                                 ARTICLE TWELVE

                            REDEMPTION OF SECURITIES

SECTION 1201.  Applicability of Article.

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

SECTION 1202.  Election to Redeem; Notice to Trustee.

            The election of the Company to redeem any Securities pursuant to
Section 1201 shall be evidenced by a Board Resolution or in another manner
specified as contemplated by Section 301 for such Securities. In case of any
redemption at the election of the Company, the Company shall, at least 30 days
and no more than 90 days prior to the Redemption Date fixed by the Company,
notify the Trustee of such Redemption Date and of the principal amount of
Securities to be redeemed and provide a copy of the notice of redemption given
to Holders of Securities to be redeemed pursuant to Section 1204.

SECTION 1203.  Selection by Trustee of Securities
                  to Be Redeemed.

            If less then all the Securities of any series are to be redeemed
(unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 90 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method (including pro rata or by
lot) as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions (equal to $25 or any integral multiple
thereof) of the principal amount of the Securities of such series.

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

            The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in





<PAGE>


                                   -72-



whole or in part. In the case of any such redemption in part, the unredeemed
portion of the principal amount of the Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination)
for such Security.

            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 1204.  Notice of Redemption.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 90 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Securities Register. If at the time of mailing of any notice of redemption
the Company shall not have deposited with the Trustee (and/or irrevocably
directed the Trustee to apply, from money held by it available to be used for
the redemption of Securities) an amount in cash sufficient to redeem all of the
Securities to be redeemed, including accrued interest to such Redemption Date,
such notice shall state that the proposed redemption to which such notice
relates is subject to the deposit of such amount with the Trustee on or before
the Redemption Date.

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

            (1)   the Redemption Date,

            (2)   the Redemption Price,

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






<PAGE>


                                   -73-



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

            (5) the place or placement where such Securities are to be
      surrendered for payment of the Redemption Price.

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

SECTION 1205.  Deposit of Redemption Price.

            Prior to 12:00 noon, New York time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

SECTION 1206.  Securities Payable on Redemption Date.

            Notice of redemption having been given as aforesaid and the Company
having on or before the Redemption Date deposited with the Trustee (and/or
having irrevocably directed the Trustee to apply, from money held by it
available to be used for the redemption of Securities) an amount in cash
sufficient to redeem all of the Securities to be redeemed, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date, such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.







<PAGE>


                                   -74-



            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, such Security shall remain outstanding and
shall, until paid, bear interest from the Redemption Date at the rate borne by
the Security.

SECTION 1207.  Securities Redeemed in Part.

            Any Security which is to be redeemed only in part shall be
surrendered at a place of payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or such Holder's attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered.

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































<PAGE>


                                   -75-



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

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

                                    SOUTHWESTERN PUBLIC SERVICE COMPANY


                                    By:/s/ Bill D. Helton
                                       ----------------------------
                                       Name:  Bill D. Helton
                                       Title: Chairman of the Board

Attest:

/s/ Mary Pullum
--------------------------
Name:  Mary Pullum
Title: Assistant Secretary

                                    WILMINGTON TRUST COMPANY


                                    By:/s/ Donald G. MacKelcan
                                       ------------------------------
                                       Name: Donald G. MacKelcan
                                       Title:Assistant Vice President

Attest:

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