<PAGE>

                                                                    Exhibit 4(d)
                                                                    ------------



             _________________________________________________



                             PROGRESS ENERGY, INC.

                                      TO

                    ______________________________________,

                                    Trustee




                                  ___________


                                   Indenture
                     (For [Subordinated] Debt Securities)




                       Dated as of _______________, 200_


              __________________________________________________
<PAGE>

                              TABLE OF CONTENTS *

<TABLE>
<S>                                                                                                             <C>
ARTICLE I Definitions and Other Provisions of General Application...........................................     1

         Section 101.       Definitions.....................................................................     1
         Section 102.       Compliance Certificates and Opinions............................................    10
         Section 103.       Form of Documents Delivered to Trustee..........................................    10
         Section 104.       Acts of Holders.................................................................    11
         Section 105.       Notices, Etc. to Trustee and Company............................................    13
         Section 106.       Notice to Holders of Debt Securities; 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...........................................................    14
         Section 112.       Governing Law...................................................................    15
         Section 113.       Legal Holidays..................................................................    15

ARTICLE II Debt Security Forms..............................................................................    15

         Section 201.       Forms Generally.................................................................    15
         Section 202.       Form of Trustee's Certificate of Authentication.................................    16
         Section 203.       Debt Securities Issuable in the Form of a Global Security.......................    16

ARTICLE III The Debt Securities.............................................................................    18

         Section 301.       Amount Unlimited; Issuable in Series............................................    18
         Section 302.       Denominations...................................................................    22
         Section 303.       Execution, Authentication, Delivery and Dating..................................    22
         Section 304.       Temporary Debt Securities.......................................................    24
         Section 305.       Registration, Registration of Transfer and Exchange.............................    25
         Section 306.       Mutilated, Destroyed, Lost and Stolen Debt Securities...........................    26
         Section 307.       Payment of Interest and Additional Interest; Interest Rights Preserved..........    27
         Section 308.       Persons Deemed Owners...........................................................    28
         Section 309.       Cancellation by Debt Security Registrar.........................................    28
         Section 310.       Computation of Interest.........................................................    29
         Section 311.       Payment to be in Proper Currency................................................    29
         Section 312.       [Deferrals of Interest Payment Dates]...........................................    29
         Section 313.       [Right to Set-off]..............................................................    30
         Section 314.       [Shortening or Extension of Stated Maturity]....................................    31
</TABLE>

_____________________
         *     This table of contents shall not, for any purpose, be deemed to
be a part of the Indenture.
                                     (i)
<PAGE>

<TABLE>
<S>                                                                                                            <C>
ARTICLE IV Redemption of Debt Securities....................................................................    31

         Section 401.       Applicability of Article........................................................    31
         Section 402.       Election to Redeem; Notice to Trustee...........................................    31
         Section 403.       Selection of Debt Securities to be Redeemed.....................................    31
         Section 404.       Notice of Redemption............................................................    32
         Section 405.       Debt Securities Payable on Redemption Date......................................    33
         Section 406.       Debt Securities Redeemed in Part................................................    34
         Section 407.       [Right of Redemption of Securities Initially Issued to a Trust].................    34

ARTICLE V Sinking Funds.....................................................................................    34

         Section 501.       Applicability of Article........................................................    34
         Section 502.       Satisfaction of Sinking Fund Payments with Debt Securities......................    35
         Section 503.       Redemption of Debt Securities for Sinking Fund..................................    35

ARTICLE VI Covenants........................................................................................    36

         Section 601.       Payment of Principal, Premium and Interest......................................    36
         Section 602.       Maintenance of Office or Agency.................................................    36
         Section 603.       Money for Debt Securities Payments to be Held in Trust..........................    36
         Section 604.       Corporate Existence.............................................................    38
         Section 605.       Maintenance of Properties.......................................................    38
         Section 606.       Annual Officer's Certificate as to Compliance...................................    38
         Section 607.       Waiver of Certain Covenants.....................................................    38
         Section 608.       [Additional Sums]...............................................................    39
         Section 609.       [Additional Covenants]..........................................................    39

ARTICLE VII SATISFACTION AND DISCHARGE......................................................................    40

         Section 701.       Satisfaction and Discharge......................................................    40
         Section 702.       Satisfaction and Discharge of Indenture.........................................    42
         Section 703.       Application of Trust Money......................................................    43

ARTICLE VIII Events of Default; Remedies....................................................................    43

         Section 801.       Events of Default...............................................................    43
         Section 802.       Acceleration of Maturity; Rescission and Annulment..............................    45
         Section 803.       Collection of Indebtedness and Suits for Enforcement by Trustee.................    46
         Section 804.       Trustee May File Proofs of Claim................................................    47
         Section 805.       Trustee May Enforce Claims Without Possession of Debt Securities................    47
         Section 806.       Application of Money Collected..................................................    48
         Section 807.       Limitation on Suits.............................................................    48
         Section 808.       Unconditional Right of Holders to Receive Principal, Premium and Interest[;
                            Direct Action by Holders of Trust Preferred Securities].........................    49
         Section 809.       Restoration of Rights and Remedies..............................................    49
</TABLE>

                                     (ii)

<PAGE>

<TABLE>
<S>                                                                                                            <C>
         Section 810.       Rights and Remedies Cumulative..................................................    49
         Section 811.       Delay or Omission Not Waiver....................................................    50
         Section 812.       Control by Holders of Debt Securities...........................................    50
         Section 813.       Waiver of Past Defaults.........................................................    50
         Section 814.       Undertaking for Costs...........................................................    51
         Section 815.       Waiver of Stay or Extension Laws................................................    51

ARTICLE IX The Trustee......................................................................................    51

         Section 901.       Certain Duties and Responsibilities.............................................    51
         Section 902.       Notice of Defaults..............................................................    53
         Section 903.       Certain Rights of Trustee.......................................................    53
         Section 904.       Not Responsible for Recitals or Issuance of Debt Securities.....................    54
         Section 905.       May Hold Debt Securities........................................................    54
         Section 906.       Money Held in Trust.............................................................    54
         Section 907.       Compensation and Reimbursement..................................................    54
         Section 908.       Disqualification; Conflicting Interests.........................................    56
         Section 909.       Corporate Trustee Required; Eligibility.........................................    56
         Section 910.       Resignation and Removal; Appointment of Successor...............................    57
         Section 911.       Acceptance of Appointment by Successor..........................................    58
         Section 912.       Merger, Conversion, Consolidation or Succession to Business.....................    59
         Section 913.       Preferential Collection of Claims Against Company...............................    60
         Section 914.       Co-trustees and Separate Trustees...............................................    60
         Section 915.       Appointment of Authenticating Agent.............................................    61

ARTICLE X Holders' Lists and Reports by Trustee and Company.................................................    63

         Section 1001.      Lists of Holders................................................................    63
         Section 1002.      Reports by Trustee and Company..................................................    64

ARTICLE XI Consolidation, Merger, Conveyance or Other Transfer..............................................    64

         Section 1101.      Company May Consolidate, Etc., Only on Certain Terms............................    64
         Section 1102.      Successor Corporation Substituted...............................................    65

ARTICLE XII Supplemental Indentures.........................................................................    65

         Section 1201.      Supplemental Indentures Without Consent of Holders..............................    65
         Section 1202.      Supplemental Indentures With Consent of Holders.................................    67
         Section 1203.      Execution of Supplemental Indentures............................................    69
         Section 1204.      Effect of Supplemental Indentures...............................................    69
         Section 1205.      Conformity With Trust Indenture Act.............................................    69
         Section 1206.      Reference in Debt Securities to Supplemental Indentures.........................    69
         Section 1207.      Modification Without Supplemental Indenture.....................................    69

ARTICLE XIII Meetings of Holders; Action Without Meeting....................................................    70

         Section 1301.      Purposes for Which Meetings May be Called.......................................    70
</TABLE>

                                     (iii)
<PAGE>

<TABLE>
<S>                                                                                                            <C>
         Section 1302.      Call, Notice and Place of Meetings..............................................    70
         Section 1303.      Persons Entitled to Vote at Meetings............................................    71
         Section 1304.      Quorum; Action..................................................................    71
         Section 1305.      Attendance at Meetings; Determination of Voting Rights;
                            Conduct and Adjournment of Meetings.............................................    72
         Section 1306.      Counting Votes and Recording Action of Meetings.................................    73
         Section 1307.      Action Without Meeting..........................................................    73

ARTICLE XIV Immunity of Incorporators, Stockholders, Officers and Directors.................................    73

         Section 1401.      Liability Solely Corporate......................................................    73

ARTICLE XV [Subordination of Securities.....................................................................    74

         Section 1501.      Securities Subordinate to Senior Indebtedness...................................    74
         Section 1502.      Payment Over of Proceeds of Securities..........................................    74
         Section 1503.      Disputes with Holders of Certain Senior Indebtedness............................    76
         Section 1504.      Subrogation.....................................................................    76
         Section 1505.      Obligation of the Company Unconditional.........................................    77
         Section 1506.      Priority of Senior Indebtedness Upon Maturity...................................    77
         Section 1507.      Trustee as Holder of Senior Indebtedness........................................    78
         Section 1508.      Notice to Trustee to Effectuate Subordination...................................    78
         Section 1509.      Modification, Extension, etc. of Senior Indebtedness............................    78
         Section 1510.      Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness.................    78
         Section 1511.      Paying Agents Other than the Trustee............................................    79
         Section 1512.      Rights of Holders of Senior Indebtedness Not Impaired...........................    79
         Section 1513.      This Article Not to Prevent Events of Default...................................    79
         Section 1514.      Effect of Subordination Provisions; Termination]................................    79
</TABLE>

                                     (iv)
<PAGE>

                             PROGRESS ENERGY, INC.

          Reconciliation and tie between Trust Indenture Act of 1939
               and Indenture, dated as of _______________, 200_

Trust Indenture Act Section                             Indenture Section

(s)310 (a)(1)   ......................................  909
       (a)(2)   ......................................  909
       (a)(3)   ......................................  914
       (a)(4)   ......................................  Not Applicable
       (b)      ......................................  908,910
(s)311 (a)      ......................................  913
       (b)      ......................................  913
       (c)      ......................................  913
(s)312 (a)      ......................................  1001
       (b)      ......................................  1001
       (c)      ......................................  1001
(s)313 (a)      ......................................  1002
       (b)      ......................................  1002
       (c)      ......................................  1002
       (d)      ......................................  1002
(s)314 (a)      ......................................  1002
       (a)(4)   ......................................  606
       (b)      ......................................  Not Applicable
       (c)(1)   ......................................  102
       (c)(2)   ......................................  102
       (c)(3)   ......................................  Not Applicable
       (d)      ......................................  Not Applicable
       (e)      ......................................  102
(s)315 (a)      ......................................  901,903
       (b)      ......................................  902
       (c)      ......................................  901
       (d)      ......................................  901
       (e)      ......................................  814
(s)316 (a)      ......................................  812,813
       (a)(1)(A)......................................  802,812
       (a)(1)(B)......................................  813
       (a)(2)   ......................................  Not Applicable
       (b)      ......................................  808
       (c)      ......................................  104(g)
(s)317 (a)(1)   ......................................  803
       (a)(2)   ......................................  804
       (b)      ......................................  603
(s)318 (a)      ......................................  107

                                      (v)
<PAGE>

     INDENTURE (For[ Subordinated]* Debt Securities), dated as of
______________, 200_, between PROGRESS ENERGY, INC., a corporation duly
organized and existing under the laws of the State of North Carolina (herein
called the "Company"), having its principal office at 410 S. Wilmington Street,
Raleigh, North Carolina 27601, and __________________, a
________________________, having its principal corporate trust office at
_____________________________________, as Trustee (herein called the "Trustee").


                            RECITAL OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its [subordinated]
debentures, notes or other evidences of indebtedness (herein called the "Debt
Securities")[, including securities issued to evidence loans made to the Company
from the proceeds of the issuance from time to time by one or more business
trusts (each a "Trust") of undivided preferred beneficial interests in the
assets of such Trusts (the "Trust Preferred Securities") and common undivided
interests in the assets of such Trust (the "Trust Common Securities" and,
together with the Trust Preferred Securities, the "Trust Securities")], in an
unlimited aggregate principal amount, to be issued in one or more series as
contemplated herein; and all acts necessary to make this Indenture a valid
agreement of the Company have been performed.

     For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires, capitalized terms used herein shall
have the meanings assigned to them in Article I of this Indenture.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I

            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:

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

________________________

     *    Bracketed language appearing in this form of Indenture may be included
in an Indenture under which subordinated Debt Securities are issued.

                                       1
<PAGE>

     (b)  all terms used herein without definition that are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

     (c)  all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles in
the United States, and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting principles as are
generally accepted in the United States at the date of such computation or, at
the election of the Company from time to time, at the date of the execution and
delivery of this Indenture; provided, however, that in determining generally
accepted accounting principles applicable to the Company, the Company shall, to
the extent required, conform to any order, rule or regulation of any
administrative agency, regulatory authority or other governmental body having
jurisdiction over the Company; and

     (d)  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.

     Certain terms, used principally in Article IX, are defined in that Article.

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

     "Additional Interest" means the interest, if any, that shall accrue (i) on
any interest on the Debt Securities of any series, the payment of which has not
been made on the applicable Interest Payment Date, (ii) at the rate per annum
specified or determined as specified in such Debt Security.

     ["Additional Sums" has the meaning specified in Section 608.]

     ["Additional Taxes" means any additional taxes, duties and other
governmental charges to which a Trust has become subject from time to time as a
result of a Tax Event.]

     ["Administrator" means, in respect of any Trust, each Person appointed in
accordance with the related Trust Agreement, solely in such Person's capacity as
Administrator of such Trust and not in such Person's individual capacity, or any
successor Administrator appointed as therein provided.]

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

     "Authenticating Agent" means any Person (other than the Company or an
Affiliate of the Company) authorized by the Trustee pursuant to Section 915 to
act on behalf of the Trustee to authenticate one or more series of Debt
Securities or Tranche thereof.

                                       2
<PAGE>

     "Authorized Officer" means the Chairman of the Board, the President, any
Vice President, the Treasurer or any other duly authorized officer of the
Company.

     "Board of Directors" means either the board of directors of the Company or
any committee thereof duly authorized to act or any director or directors and/or
officer or officers of the Company to whom that board or committee shall have
duly delegated its authority in respect of matters relating to this Indenture.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "Business Day", when used with respect to a Place of Payment or any other
particular location specified in the Debt Securities or this Indenture, means
any day, other than a Saturday or Sunday, that is not a day on which banking
institutions or trust companies [(including, with respect to the Debt Securities
of a series initially issued to a Trust, the "Corporate Trust Office," as
defined in the related Trust Agreement, of the Property Trustee or the Delaware
Trustee under the related Trust Agreement)] in such Place of Payment or other
location are generally authorized or required by law, regulation or executive
order to remain closed, except as may be otherwise specified as contemplated by
Section 301.

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

     ["Common Stock" means the common stock, no par value per share, of the
Company.]

     "Company" means the Person named as the "Company" in the first paragraph of
this Indenture 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 an Authorized Officer and delivered to the
Trustee.

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time this Indenture shall be principally administered, which office
at the date of execution and delivery of this Indenture is located at
___________________________.

     "Corporation" means a corporation, association, company, limited liability
company, joint stock company or business trust.

     ["Creditor" has the meaning specified in Section 907.]

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

                                       3
<PAGE>

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

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

     ["Delaware Trustee" means, with respect to any Trust, the Person identified
as the "Delaware Trustee" in the related Trust Agreement, solely in its capacity
as Delaware Trustee of such Trust under such Trust Agreement and not in its
individual capacity, or its successor in interest in such capacity, or any
successor Delaware trustee appointed as therein provided.]

     "Depositary" shall mean, with respect to Debt Securities of any series, for
which the Company shall determine that such Debt Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Exchange Act or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to Section 203(c).

     "Discount Debt Security" means any Debt Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 802.

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

     "Eligible Obligations" means:

     (a) with respect to Debt Securities denominated in Dollars, Government
Obligations; or

     (b) with respect to Debt Securities denominated in a currency other than
Dollars or in a composite currency, such other obligations or instruments as
shall be specified with respect to such Debt Securities, as contemplated by
Section 301.

     "Event of Default" has the meaning specified in Section 801.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     ["Extension Period" has the meaning specified in Section 312.]

     "Global Security" means, with respect to the Debt Securities, a Debt
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction, all in accordance with this
Indenture, which shall be registered in the name of the Depositary or its
nominee.

     "Governmental Authority" means the government of the United States or of
any state or territory thereof or of the District of Columbia or of any county,
municipality or other political subdivision of any thereof, or any department,
agency, authority or other instrumentality of any of the foregoing.

                                       4
<PAGE>

     "Government Obligations" means:

     (a)  direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States entitled to the
benefit of the full faith and credit thereof; and

     (b)  certificates, depositary receipts or other instruments that evidence a
direct ownership interest in obligations described in clause (a) above or in any
specific interest or principal payments due in respect thereof; provided,
however, that the custodian of such obligations or specific interest or
principal payments shall be a bank or trust company (which may include the
Trustee or any Paying Agent) subject to federal or state supervision or
examination with a combined capital and surplus of at least $100,000,000; and
provided, further, that except as may be otherwise required by law, such
custodian shall be obligated to pay to the holders of such certificates,
depositary receipts or other instruments the full amount received by such
custodian in respect of such obligations or specific payments and shall not be
permitted to make any deduction therefrom.

     ["Guarantee" means, with respect to any Trust, the guarantee agreement
executed by the Company for the benefit of the Holders of the Trust Preferred
Securities issued by such Trust as modified, amended or supplemented from time
to time.]

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

     "Indenture" means this instrument as originally executed and delivered and
as it may from time to time be supplemented or amended by one or more indentures
or Officer's Certificates supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of particular series of
Debt Securities established as contemplated by Section 301.

     "Interest" with respect to a Discount Debt Security means interest, if any,
borne by such Debt Security at a Stated Interest Rate.

     "Interest Payment Date," when used with respect to any Debt Security, means
the Stated Maturity of an installment of interest on such Debt Security.

     ["Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.]

     ["Investment Company Event" means the receipt by a Trust of an Opinion of
Counsel (as defined in the relevant Trust Agreement) experienced in such matters
to the effect that, as a result of the occurrence of a change in law or
regulation or a written change (including any announced prospective change) in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority, there is more than an
insubstantial risk that such Trust is or will be considered an "investment
company" that is required to be registered under the Investment Company Act,
which change or prospective change becomes effective or would become effective,
as the case may be, on or after the date of the issuance of the Trust Preferred
Securities of such Trust.]

                                       5
<PAGE>

     ["Liquidation Amount" shall have the meaning assigned in the applicable
related Trust Agreement.]

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

     "Officer's Certificate" means a certificate signed by an Authorized Officer
and delivered to the Trustee.

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

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

     (a)  Debt Securities theretofore canceled by the Trustee or the Debt
Security Registrar or delivered to the Trustee or the Debt Security Registrar
for cancellation;

     (b)  Debt Securities deemed to have been paid in accordance with Section
701; and

     (c)  Debt Securities that have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Debt Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Debt Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it and the Company that such Debt Securities are held by a bona
fide purchaser or purchasers in whose hands such Debt Securities are valid
obligations of the Company;

provided, however, that in determining whether or not the Holders of the
requisite principal amount of the Debt Securities Outstanding under this
Indenture, or the Outstanding Debt Securities of any series or Tranche, have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder or whether or not a quorum is present at a meeting of Holders of Debt
Securities,

     (x)  Debt Securities owned by the Company or any other obligor upon the
Debt Securities or any Affiliate of the Company or of such other obligor (unless
the Company, such Affiliate or such obligor owns all Debt Securities Outstanding
under this Indenture, or all Outstanding Debt Securities of each such series and
each such Tranche, as the case may be, determined without regard to this clause
(x)) 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 or upon any
such determination as to the presence of a quorum, only Debt Securities that the
Trustee knows to be so owned shall be so disregarded; provided, however, that
Debt Securities so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Debt Securities and

                                       6
<PAGE>

that the pledgee is not the Company or any other obligor upon the Debt
Securities or any Affiliate of the Company or of such other obligor; and

     (y)  the principal amount of a Discount Debt Security that shall be deemed
to be Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant to Section 802;

provided, further, that, in the case of any Debt Security the principal of which
is payable from time to time without presentment or surrender, the principal
amount of such Debt Security that shall be deemed to be Outstanding at any time
for all purposes of this Indenture shall be the original principal amount
thereof less the aggregate amount of principal thereof theretofore paid.

     "Paying Agent" means any Person, including the Company, authorized by the
Company to pay the principal of, premium, if any, or interest (including
Additional Interest), if any, on any Debt Securities on behalf of the Company.

     "Periodic Offering" means an offering of Debt Securities of a series from
time to time any or all of the specific terms of which Debt Securities,
including without limitation the rate or rates of interest (including Additional
Interest), if any, thereon, the Stated Maturity or Maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the
Company or its agents upon the issuance of such Debt Securities.

     "Person" means any individual, corporation, partnership, joint venture,
trust or unincorporated organization or any Governmental Authority.

     "Place of Payment", when used with respect to the Debt Securities of any
series, or Tranche thereof, means the place or places, specified as contemplated
by Section 301, at which, subject to Section 602, principal of and premium, if
any, and interest (including Additional Interest), if any, on the Debt
Securities of such series or Tranche are payable.

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

     ["Property Trustee" means, with respect to any Trust, the Person identified
as the "Property Trustee" in the related Trust Agreement, solely in its capacity
as Property Trustee of such Trust under such Trust Agreement and not in its
individual capacity, or its successor in interest in such capacity, or any
successor property trustee appointed as therein provided.]

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

                                       7
<PAGE>

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

     "Required Currency" has the meaning specified in Section 311.

     "Responsible Officer," when used with respect to the [Property] Trustee,
means any officer of the [Property] Trustee assigned by the [Property] Trustee
to administer its corporate trust matters.

     ["Rights Plan" means any plan of the Company providing for the issuance by
the Company to all holders of its Common Stock, of rights entitling the holders
thereof to subscribe for or purchase shares of any class or series of capital
stock of the Company which rights (i) are deemed to be transferred with such
shares of such Common Stock, (ii) are not exercisable, and (iii) are also issued
in respect of future issuances of such Common Stock, in each case until the
occurrence of a specified event or events.]

     ["Senior Indebtedness" means all obligations (other than non-recourse
obligations and the indebtedness issued under this Indenture) of, or guaranteed
or assumed by, the Company (i) for borrowed money, including both senior and
subordinated indebtedness for borrowed money (other than the Debt Securities);
(ii) for the payment of money relating to any lease that is capitalized on the
consolidated balance sheet of the Company and its subsidiaries in accordance
with generally accepted accounting principles as in effect from time to time;
(iii) evidenced by bonds, debentures, notes or other similar instruments; (iv)
with respect to letters of credit, bankers' acceptances or similar facilities
issued for the account of the Company; (v) issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business); (vi) for claims
(as defined in Section 101(4) of the United States Bankruptcy Code of 1978, as
amended) in respect of derivative products such as interest and foreign exchange
rate contracts, commodity contracts and similar arrangements; and (vii) of the
type referred to in clauses (i) through (vi) of another Person the payment of
which the Company has guaranteed or is responsible or liable, directly or
indirectly, as obligor or otherwise; and in the case of each such obligation
referred to in clauses (i) through (vii), amendments, renewals, extensions,
modifications and refundings of any such indebtedness or obligations, whether
existing as of the date of this Indenture or subsequently incurred by the
Company.]

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

     "Stated Interest Rate" means a rate (whether fixed or variable) at which an
obligation by its terms is stated to bear interest.  Any calculation or other
determination to be made under this Indenture by reference to the Stated
Interest Rate on a Debt Security shall be made without regard to the effective
interest cost to the Company of such Debt Security and without regard to the
Stated Interest Rate on, or the effective cost to the Company of, any other
indebtedness in respect of which the Company's obligations are evidenced or
secured in whole or in part by such Debt Security.

                                       8
<PAGE>

     "Stated Maturity," when used with respect to any obligation or any
installment of principal thereof or interest thereon, means the date on which
the principal of such obligation or such installment of principal or interest is
stated to be due and payable (without regard to any provisions for redemption,
prepayment, acceleration, purchase or extension).

     ["Tax Event" means the receipt by a Trust of an Opinion of Counsel (as
defined in the relevant Trust Agreement) experienced in such matters to the
effect that, as a result of any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or
as a result of any official or administrative pronouncement or action or
judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or which pronouncement or decision is announced
on or after the date of issuance of the Trust Preferred Securities of such
Trust, there is more than an insubstantial risk that (i) such Trust is, or will
be within 90 days of the delivery of such Opinion of Counsel, subject to United
States federal income tax with respect to income received or accrued on the
corresponding series of Debt Securities issued by the Company to such Trust,
(ii) interest payable by the Company on such corresponding series of Debt
Securities is not, or within 90 days of the delivery of such Opinion of Counsel
will not be, deductible by the Company, in whole or in part, for United States
federal income tax purposes, or (iii) such Trust is, or will be within 90 days
of the delivery of such Opinion of Counsel, subject to more than a de minimis
amount of other taxes, duties or other governmental charges.]

     "Tranche" means a group of Debt Securities that (a) are of the same series
and (b) have identical terms except as to principal amount.

     ["Trust" has the meaning specified in the first recital of this Indenture.]

     ["Trust Agreement" means, with respect to any Trust, the trust agreement or
other governing instrument of such Trust.]

     ["Trust Common Securities" has the meaning specified in the first recital
of this Indenture.]

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force and
effect as of the date of execution of this Indenture; provided, however, that in
the event the Trust Indenture Act of 1939 is succeeded by another statute or is
amended after such date, "Trust Indenture Act" shall mean such successor statute
or the Trust Indenture Act of 1939, as so amended, to the extent such successor
statute or amendment is applicable to this Indenture or to the actions of the
Company or the Trustee under or pursuant to this Indenture.

     ["Trust Preferred Securities" has the meaning specified in the first
recital of this Indenture.]

     ["Trust Securities" has the meaning specified in the first recital of this
Indenture.]

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this Indenture until a successor Trustee shall have become such with respect to
one or more series of Debt Securities pursuant to the applicable provisions of
this Indenture, and thereafter "Trustee"

                                       9
<PAGE>

shall mean or include each Person who is then a Trustee hereunder, and if at any
time there is more than one such Person, "Trustee" as used with respect to the
Debt Securities of any series shall mean the Trustee with respect to Debt
Securities of that series.

     "United States" means the United States of America, its territories, its
possessions and other areas subject to its political jurisdiction.

Section 102.  Compliance Certificates and Opinions.

     Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

     (a)  a statement that each Person signing such certificate or opinion has
read such covenant or condition and the definitions herein relating thereto;

     (b)  a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

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

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 are

                                       10
<PAGE>

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.

     Whenever, subsequent to the receipt by the Trustee of any Board Resolution,
Officer's Certificate, Opinion of Counsel or other document or instrument, a
clerical, typographical or other inadvertent or unintentional error or omission
shall be discovered therein, a new document or instrument may be substituted
therefor in corrected form with the same force and effect as if originally filed
in the corrected form and, irrespective of the date or dates of the actual
execution and/or delivery thereof, such substitute document or instrument shall
be deemed to have been executed and/or delivered as of the date or dates
required with respect to the document or instrument for which it is substituted.
Anything in this Indenture to the contrary notwithstanding, if any such
corrective document or instrument indicates that action has been taken by or at
the request of the Company that could not have been taken had the original
document or instrument not contained such error or omission, the action so taken
shall not be invalidated or otherwise rendered ineffective but shall be and
remain in full force and effect, (except to the extent that such action was a
result of willful misconduct or bad faith or had or could be expected to have a
material adverse effect on the Holders of any Debt Securities issued hereunder).
Without limiting the generality of the foregoing, any Debt Securities issued
under the authority of such defective document or instrument shall nevertheless
be the valid obligations of the Company entitled to the benefits of this
Indenture equally and ratably with all other Outstanding Debt Securities.

Section 104.  Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent,
election, waiver or other action provided by this Indenture to be made, 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 an agent duly
appointed in writing or, alternatively, may be embodied in and evidenced by the
record of Holders voting in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of Holders duly called and held in
accordance with the provisions of Article XIII, or a combination of such
instruments and any such record.  Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company.  Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments and so voting
at any such meeting.  Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Debt Security,
shall be sufficient for any purpose of this Indenture and (subject to Section
901) conclusive in favor of the Trustee and the Company, if made in the manner

                                       11
<PAGE>

provided in this Section.  The record of any meeting of Holders shall be proved
in the manner provided in Section 1306.

     (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 or may be
proved in any other manner that the Trustee and the Company deem sufficient.
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.

     (c)  The principal amount (except as otherwise contemplated in clause (y)
of the proviso to the definition of Outstanding) and serial numbers of Debt
Securities held by any Person, and the date of holding the same, shall be proved
by the Debt Security Register.

     (d)  Any request, demand, authorization, direction, notice, consent,
election, waiver or other Act of a Holder shall bind every future Holder of the
same Debt Security and the Holder of every Debt 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 Debt Security.

     (e)  Until such time as written instruments shall have been delivered to
the Trustee with respect to the requisite percentage of principal amount of Debt
Securities for the action contemplated by such instruments, any such instrument
executed and delivered by or on behalf of a Holder may be revoked with respect
to any or all of such Debt Securities by written notice by such Holder or any
subsequent Holder, proven in the manner in which such instrument was proven.

     (f)  Debt Securities of any series, or any Tranche thereof, authenticated
and delivered after any Act of Holders may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any action taken
by such Act of Holders.  If the Company shall so determine, new Debt Securities
of any series, or any Tranche thereof, so modified as to conform, in the opinion
of the Trustee and the Company, to such action may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Debt Securities of such series or Tranche.

     (g)  If the Company shall solicit from Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on the record date
shall be deemed to be Holders for the purposes of determining whether Holders of
the requisite proportion of the Outstanding Debt Securities have authorized or
agreed or consented to such request, demand, authorization, direction, notice,

                                       12
<PAGE>

consent, waiver or other Act, and for that purpose the Outstanding Debt
Securities shall be computed as of the record date.

Section 105.  Notices, Etc. to Trustee and Company.

     Any request, demand, authorization, direction, notice, consent, election,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, the Trustee by
any Holder or by the Company, or 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 delivered personally to an officer or
other responsible employee of the addressee, or transmitted by facsimile
transmission or other direct written electronic means to such telephone number
or other electronic communications address as the parties hereto shall from time
to time designate, or transmitted by certified or registered mail, charges
prepaid, to the applicable address set opposite such party's name below or to
such other address as either party hereto may from time to time designate:

     If to the Trustee, to:

          ________________________________
          ________________________________
          ________________________________
          Attention:  _____________________
          Telephone:  _____________________
          Telecopy:   _____________________

     If to the Company, to:

          Progress Energy, Inc.
          410 S. Wilmington Street
          Raleigh, North Carolina 27601
          Attention:  ______________________
          Telephone:  (919) 546-____________
          Telecopy:  (919) 546-_____________

     Any communication contemplated herein shall be deemed to have been made,
given, furnished and filed if personally delivered, on the date of delivery, if
transmitted by facsimile transmission or other direct written electronic means,
upon date of receipt of the transmission, and if transmitted by certified or
registered mail, on the date of receipt.

Section 106.  Notice to Holders of Debt Securities; Waiver.

     Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given, and shall be deemed given, to Holders if in writing and mailed, first-
class postage prepaid, to each Holder affected by such event, at the address of
such Holder as it appears in the Debt Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice.

                                       13
<PAGE>

     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 to Holders by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.  In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders.

     Any notice required by this Indenture may be waived in writing by the
Person entitled to receive such notice, either before or after the event
otherwise to be specified therein, 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.

Section 107.  Conflict with Trust Indenture Act.

     If any provision of this Indenture limits, qualifies or conflicts with
another provision hereof that is required or deemed to be included in this
Indenture by, or is otherwise governed by, any of the provisions of the Trust
Indenture Act, such other provision shall control; and if any provision hereof
otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall
control.

Section 108.  Effect of Headings and Table of Contents.

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

Section 109.  Successors and Assigns.

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

Section 110.  Separability Clause.

     In case any provision in this Indenture or the Debt 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 the Debt Securities, express or implied, shall
give any benefit or any legal or equitable right, remedy or claim under this
Indenture to any Person other than (i) the parties hereto; (ii) their successors
hereunder; and (iii) the Holders[; (iv) so long as the notice described in
Section 1514 hereof has not been given, the holders of Senior Indebtedness; and
(v) to the extent provided in Sections 808, 809 and 811, the holders of Trust
Preferred Securities].

                                       14
<PAGE>

Section 112.  Governing Law.

     This Indenture and the Debt Securities shall be governed by and construed
in accordance with the laws of the State of __________________, without regard
to conflicts of law principles thereof, except to the extent that the law of any
other jurisdiction shall be mandatorily applicable.

Section 113.  Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Debt Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Debt Securities other than a provision in Debt Securities of any series, or any
Tranche thereof, or in the indenture supplemental hereto, Board Resolution or
Officer's Certificate that establishes the terms of the Debt Securities of such
series or Tranche, that specifically states that such provision shall apply in
lieu of this Section) payment of interest or principal and premium, if any, need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, to such Business Day.

                                  ARTICLE II

                              DEBT SECURITY FORMS

Section 201.  Forms Generally.

     The definitive Debt Securities of each series shall be in substantially the
form or forms thereof established in the indenture supplemental hereto
establishing such series or in a Board Resolution establishing such series, or
in an Officer's Certificate pursuant to such supplemental indenture or Board
Resolution, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Debt Securities, as evidenced by their
execution of the Debt Securities.  If the form or forms of Debt Securities of
any series are established in a Board Resolution or in an Officer's Certificate
pursuant to an indenture supplement hereto or to a Board Resolution, such Board
Resolution and Officer's Certificate, if any, shall be 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 Debt Securities.

     Unless otherwise specified as contemplated by Sections 301 or 1201(g), the
Debt Securities of each series shall be issuable in registered form without
coupons.  The definitive Debt Securities shall be produced in such manner as
shall be determined by the officers executing such Debt Securities, as evidenced
by their execution thereof.

     [Debt Securities distributed to holders of Global Trust Preferred
Securities (as defined in the applicable Trust Agreement) upon the dissolution
of a Trust shall be distributed in the form

                                       15
<PAGE>

of one or more Global Securities registered in the name of a Depositary or its
nominee, and deposited with the Debt Security Registrar, as custodian for such
Depositary, or with such Depositary, for credit by the Depositary to the
respective accounts of the beneficial owners of the Debt Securities represented
thereby (or such other accounts as they may direct). Debt Securities distributed
to holders of Trust Preferred Securities other than Global Trust Preferred
Securities upon the dissolution of a Trust shall not be issued in the form of a
Global Security or any other form intended to facilitate book-entry trading in
beneficial interests in such Debt Securities.]

Section 202.  Form of Trustee's Certificate of Authentication.

     The Trustee's certificate of authentication shall be in substantially the
form set forth below:

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

Dated:____________________    ____________________________________
                              as Trustee

                              By:__________________________________
                                      Authorized Representative

Section 203.  Debt Securities Issuable in the Form of a Global Security.

     (a)  If the Company shall establish pursuant to Section 301 that the Debt
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with Section 303 and the Company Order delivered to
the Trustee thereunder, authenticate and deliver such Global Security or
Securities, that (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of the Outstanding Debt Securities of
such series to be represented by such Global Security or Securities, (ii) may
provide that the aggregate amount of Outstanding Debt Securities represented
thereby may from time to time be increased or reduced to reflect exchanges,
(iii) shall be registered in the name of the Depositary for such Global Security
or Securities or its nominee, (iv) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction and (v) shall bear a
legend in accordance with the requirements of the Depositary.

     (b)  Notwithstanding any other provision of this Section or of Section 305,
except as contemplated by the provisions of paragraph (c) below, unless the
terms of a Global Security expressly permit such Global Security to be exchanged
in whole or in part for individual Debt Securities, a Global Security may be
transferred, in whole but not in part and in the manner provided in Section 305,
only to a nominee of the Depositary for such Global Security, or to the
Depositary, or to a successor Depositary for such Global Security selected or
approved by the Company, or to a nominee of such successor Depositary.

     (c)  (i)     If at any time the Depositary for a Global Security notifies
the Company that it is unwilling or unable to continue as the Depositary for
such Global Security or if at any

                                       16
<PAGE>

time the Depositary for the Debt Securities for such series shall no longer be
eligible or in good standing under the Exchange Act, or other applicable statute
or regulation, the Company shall appoint a successor Depositary with respect to
such Global Security. If a successor Depositary for such Global Security is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
Debt Securities of such series in the form of definitive certificates in
exchange for such Global Security, will authenticate and deliver Debt Securities
of such series in the form of definitive certificates of like tenor and terms in
an aggregate principal amount equal to the principal amount of the Global
Security in exchange for such Global Security. Such Debt Securities will be
issued to and registered in the name of such Person or Persons as are specified
by the Depositary.

          (ii)    The Company may at any time and in its sole discretion
determine that the Debt Securities of any series issued or issuable in the form
of one or more Global Securities shall no longer be represented by such Global
Security or Securities. In any such event the Company will execute, and the
Trustee, upon receipt of a Company Request for the authentication and delivery
of Debt Securities in the form of definitive certificates in exchange in whole
or in part for such Global Security, will authenticate and deliver without
service charge to each Person specified by the Depositary Debt Securities in the
form of definitive certificates of like tenor and terms in an aggregate
principal amount equal to the principal amount of such Global Security
representing such series, or the aggregate principal amount of such Global
Securities representing such series, in exchange for such Global Security or
Securities.

          (iii)   If specified by the Company pursuant to Section 301 with
respect to Debt Securities issued or issuable in the form of a Global Security,
the Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for Debt Securities in the form of definitive
certificates of like tenor and terms on such terms as are acceptable to the
Company and such Depositary.  Thereupon the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge, (A) to each
Person specified by such Depositary a new Debt Security or Securities of the
same series of like tenor and terms and any authorized denomination as requested
by such Person in an aggregate principal amount equal to and in exchange for
such Person's beneficial interest in the Global Security and (B) to such
Depositary a new Global Security of like tenor and terms and in an authorized
denomination equal to the difference, if any, between the principal amount of
the surrendered Global Security and the aggregate principal amount of Debt
Securities delivered to Holders thereof.

          (iv)    In any exchange provided for in any of the preceding three
subparagraphs, the Company shall execute and the Trustee shall authenticate and
deliver Debt Securities in the form of definitive certificates in authorized
denominations.  Upon the exchange of the entire principal amount of a Global
Security for Debt Securities in the form of definitive certificates, such Global
Security shall be canceled by the Trustee.  Except as provided in the
immediately preceding subparagraph, Debt Securities issued in exchange for a
Global Security pursuant to this Section shall be registered in such names and
in such authorized denominations as the Depositary for such Global Security,
acting pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee.  Provided that the Company and the
Trustee have so agreed, the Trustee shall deliver such Debt Securities to the
Persons in whose names the Debt Securities are so to be registered.

                                       17
<PAGE>

          (v)     Any endorsement of a Global Security to reflect the principal
amount thereof, or any increase or decrease in such principal amount, or changes
in the rights of Holders of Outstanding Debt Securities represented thereby
shall be made in such manner and by such Person or Persons as shall be specified
in or pursuant to any applicable letter of representations or other arrangement
entered into with, or procedures of, the Depositary with respect to such Global
Security or in the Company Order delivered or to be delivered pursuant to
Section 303 with respect thereto. Subject to the provisions of Section 303, the
Trustee shall deliver and redeliver any such Global Security in the manner and
upon instructions given by the Person or Persons specified in or pursuant to any
applicable letter of representations or other arrangement entered into with, or
procedures of, the Depositary with respect to such Global Security or in any
applicable Company Order.  If a Company Order pursuant to Section 303 is so
delivered, any instructions by the Company with respect to such Global Security
contained therein shall be in writing but need not be accompanied by or
contained in an Officer's Certificate and need not be accompanied by an Opinion
of Counsel.

          (vi)    The Depositary or, if there be one, its nominee, shall be the
Holder of a Global Security for all purposes under this Indenture; and
beneficial owners with respect to such Global Security shall hold their
interests pursuant to applicable procedures of such Depositary.  The Company,
the Trustee and the Debt Security Registrar shall be entitled to deal with such
Depositary for all purposes of this Indenture relating to such Global Security
(including the payment of principal, premium, if any, and interest (including
any Additional Interest) and the giving of instructions or directions by or to
the beneficial owners of such Global Security as the sole Holder of such Global
Security and shall have no obligations to the beneficial owners thereof
(including any direct or indirect participants in such Depositary).  None of the
Company, the Trustee, any Paying Agent or the Debt Security Registrar shall have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security
in or pursuant to any applicable letter of representations or other arrangement
entered into with, or procedures of, the Depositary with respect to such Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

                                  ARTICLE III

                              THE DEBT SECURITIES

Section 301.  Amount Unlimited; Issuable in Series.

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

     The Debt Securities may be issued in one or more series.  Subject to the
last paragraph of this Section, prior to the authentication and delivery of Debt
Securities of any series there shall be established by specification in a
supplemental indenture or in a Board Resolution, or in an Officer's Certificate
pursuant to a supplemental indenture or a Board Resolution:

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

                                       18
<PAGE>

     (b)  any limit upon the aggregate principal amount of the Debt Securities
of such series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Debt Securities of the series
pursuant to Section 304, 305, 306, 406 or 1206 and, except for any Debt
Securities that, pursuant to Section 303, are deemed never to have been
authenticated and delivered hereunder);

     (c)  the Person or Persons (without specific identification) to whom
interest on Debt Securities of such series, or any Tranche thereof, shall be
payable on any Interest Payment Date, if other than the Persons in whose names
such Debt Securities (or one or more Predecessor Debt Securities) are registered
at the close of business on the Regular Record Date for such interest;

     (d)  the date or dates on which the principal of the Debt Securities of
such series or any Tranche thereof, is payable or any formulary or other method
or other means by which such date or dates shall be determined, by reference to
an index or other fact or event ascertainable outside of this Indenture or
otherwise (without regard to any provisions for redemption, prepayment,
acceleration, purchase or extension);

     (e)  the rate or rates at which the Debt Securities of such series, or any
Tranche thereof, shall bear interest, if any (including (i) the rate or rates at
which overdue principal shall bear interest, if different from the rate or rates
at which such Debt Securities shall bear interest prior to Maturity, (ii) if
applicable, the rate or rates at which overdue premium shall bear interest, if
any and (iii) if applicable, the rate or rates and extent to which Additional
Interest, if any, shall be payable), the period or periods during which such
rate or rates shall be applicable, or any formulary or other method or other
means by which such rate or rates, and any period or periods, shall be
determined, by reference to an index or other fact or event ascertainable
outside of this Indenture or otherwise; the date or dates from which such
interest shall accrue; the Interest Payment Dates on which such interest shall
be payable and the Regular Record Date, if any, for the interest payable on such
Debt Securities on any Interest Payment Date[; the right of the Company, if any,
to extend the interest payment periods and the duration of any such extension as
contemplated by Section 312]; and the basis of computation of interest, if other
than as provided in Section 310;

     (f)  the place or places at which or methods by which (1) the principal of
and premium, if any, and interest (including Additional Interest), if any, on
Debt Securities of such series, or any Tranche thereof, shall be payable, (2)
registration of transfer of Debt Securities of such series, or any Tranche
thereof, may be effected, (3) exchanges of Debt Securities of such series, or
any Tranche thereof, may be effected and (4) notices and demands to or upon the
Company in respect of the Debt Securities of such series, or any Tranche
thereof, and this Indenture may be served; the Debt Security Registrar for such
series; and if such is the case, that the principal of such Debt Securities
shall be payable without presentment or surrender thereof;

     (g)  the period or periods within which, or the date or dates on which, the
price or prices at which and the terms and conditions upon which the Debt
Securities of such series, or any Tranche thereof, may be redeemed, in whole or
in part, at the option of the Company and any restrictions on such redemptions,
including but not limited to a restriction on a partial

                                       19
<PAGE>

redemption by the Company of the Debt Securities of any series, or any Tranche
thereof, resulting in delisting of such Debt Securities from any national
exchange;

     (h)  the obligation or obligations, if any, of the Company to redeem or
purchase the Debt Securities of such series, or any Tranche thereof, pursuant to
any sinking fund or other mandatory redemption or tender provisions or at the
option of a Holder thereof and the period or periods within which or the date or
dates on which, the price or prices at which and the terms and conditions upon
which such Debt Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation, and applicable exceptions to the requirements of
Section 404 in the case of mandatory redemption or redemption at the option of
the Holder;

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

     (j)  the currency or currencies, including composite currencies, in which
payment of the principal of and premium, if any, and interest (including
Additional Interest), if any, on the Debt Securities of such series, or any
Tranche thereof, shall be payable (if other than in Dollars);

     (k)  if the principal of or premium, if any, or interest (including
Additional Interest), if any, on the Debt Securities of such series, or any
Tranche thereof, are to be payable, at the election of the Company or a Holder
thereof, in a coin or currency other than that in which the Debt Securities are
stated to be payable, the period or periods within which and the terms and
conditions upon which, such election may be made;

     (l)  if the principal of or premium, if any, or interest (including
Additional Interest), if any, on the Debt Securities of such series, or any
Tranche thereof, are to be payable, or are to be payable at the election of the
Company or a Holder thereof, in securities or other property, the type and
amount of such securities or other property, or the formulary or other method or
other means by which such amount shall be determined, and the period or periods
within which, and the terms and conditions upon which, any such election may be
made;

     (m)  if the amount payable in respect of principal of or premium, if any,
or interest (including Additional Interest), if any, on the Debt Securities of
such series, or any Tranche thereof, may be determined with reference to an
index or other fact or event ascertainable outside this Indenture, the manner in
which such amounts shall be determined to the extent not established pursuant to
clause (e) of this paragraph;

     (n)  if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of such series, or any Tranche thereof, that
shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 802;

     (o)  any Events of Default, in addition to those specified in Section 801,
with respect to the Debt Securities of such series, and any covenants of the
Company for the benefit of the Holders of the Debt Securities of such series, or
any Tranche thereof, in addition to those set forth in Article VI;

                                       20
<PAGE>

     (p)  the terms, if any, pursuant to which the Debt Securities of such
series, or any Tranche thereof, may be converted into or exchanged for shares of
capital stock or other securities of the Company or any other Person;

     (q)  the obligations or instruments, if any, that shall be considered to be
Eligible Obligations in respect of the Debt Securities of such series, or any
Tranche thereof, denominated in a currency other than Dollars or in a composite
currency, and any additional or alternative provisions for the reinstatement of
the Company's indebtedness in respect of such Debt Securities after the
satisfaction and discharge thereof as provided in Section 701;

     (r)  whether the Debt Securities of the series shall be issued in whole or
in part in the form of a Global Security or Securities; the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for certificated Debt Securities of such series
and of like tenor of any authorized denomination and the circumstances under
which such exchange may occur, if other than in the manner provided for in
Section 203; the Depositary for such Global Security or Securities; and the form
of any legend or legends to be borne by any such Global Security in addition to
or in lieu of the legend referred to in Section 203;

     (s)  if the Debt Securities of such series, or any Tranche thereof, are to
be issuable in bearer form, any and all matters incidental thereto that are not
specifically addressed in a supplemental indenture as contemplated by clause (g)
of Section 1201;

     (t)  to the extent not established pursuant to clause (r) of this
paragraph, any limitations on the rights of the Holders of the Debt Securities
of such series, or any Tranche thereof, to transfer or exchange such Debt
Securities or to obtain the registration of transfer thereof; and if a service
charge will be made for the registration of transfer or exchange of Debt
Securities of such series, or any Tranche thereof, the amount or terms thereof;

     (u)  any exceptions to Section 113, or variation in the definition of
Business Day, with respect to the Debt Securities of such series, or any Tranche
thereof;

     (v)  any collateral security, assurance or guarantee for such series of
Debt Securities;

     (w)  any credit enhancement applicable to the Debt Securities of such
series; and

     (x)  any other terms of the Debt Securities of such series, or any Tranche
thereof, not inconsistent with the provisions of this Indenture[; and

     (y)  if the Debt Securities are to be issued to a Trust, the form or forms
of the Trust Agreement and Guarantee relating thereto].

     [The Debt Securities of each series, or any Tranche thereof, shall be
subordinated in the right of payment to Senior Indebtedness as provided in
Article XV.]

     With respect to Debt Securities of a series subject to a Periodic Offering,
the indenture supplemental hereto or the Board Resolution that establishes such
series, or the Officer's Certificate pursuant to such supplemental indenture or
Board Resolution, as the case may be,

                                       21
<PAGE>

may provide general terms or parameters for Debt Securities of such series and
provide either that the specific terms of Debt Securities of such series, or any
Tranche thereof, shall be specified in a Company Order or that such terms shall
be determined by the Company or its agents in accordance with procedures
specified in a Company Order as contemplated by clause (b) of the third
paragraph of Section 303.

Section 302.  Denominations.

     Unless otherwise provided as contemplated by Section 301 with respect to
any series of Debt Securities, or any Tranche thereof, the Debt Securities of
each series shall be issuable in denominations of $1,000 and any integral
multiple thereof.

Section 303.  Execution, Authentication, Delivery and Dating.

     Unless otherwise provided as contemplated by Section 301 with respect to
any series of Debt Securities, or any Tranche thereof, the Debt Securities shall
be executed on behalf of the Company by an Authorized Officer and may have the
corporate seal of the Company affixed thereto or reproduced thereon attested by
any other Authorized Officer.  The signature of any or all of these officers on
the Debt Securities may be manual or facsimile.

     Debt Securities bearing the manual or facsimile signatures of individuals
who were at the time of execution Authorized 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 Debt
Securities or did not hold such offices at the date of such Debt Securities.

     The Trustee shall authenticate and deliver Debt Securities of a series, for
original issue, at one time or from time to time in accordance with the Company
Order referred to below, upon receipt by the Trustee of:

     (a)  the instrument or instruments establishing the form or forms and terms
of such series, as provided in Sections 201 and 301;

     (b)  a Company Order requesting the authentication and delivery of such
Debt Securities and, to the extent that the terms of such Debt Securities shall
not have been established in an indenture supplemental hereto or in a Board
Resolution, or in an Officer's Certificate pursuant to a supplemental indenture
or Board Resolution, all as contemplated by Sections 201 and 301, either (i)
establishing such terms or (ii) in the case of Debt Securities of a series
subject to a Periodic Offering, specifying procedures, acceptable to the
Trustee, by which such terms are to be established (which procedures may
provide, to the extent acceptable to the Trustee, for authentication and
delivery pursuant to oral or electronic instructions from the Company or any
agent or agents thereof, which oral instructions are to be promptly confirmed
electronically or in writing), in either case in accordance with the instrument
or instruments delivered pursuant to clause (a) above;

     (c)  the Debt Securities of such series, executed on behalf of the Company
by an Authorized Officer;

                                       22
<PAGE>

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

          (i)     the form or forms of such Debt Securities have been duly
authorized by the Company and have been established in conformity with the
provisions of this Indenture;

          (ii)    the terms of such Debt Securities have been duly authorized by
the Company and have been established in conformity with the provisions of this
Indenture; and

          (iii)   assuming authentication and delivery by the Trustee and
subject to any conditions specified in such Opinion of Counsel, such Debt
Securities will have been duly issued under this Indenture and will be legal,
valid and binding obligations of the Company, enforceable in accordance with
their terms, subject, as to enforcement, to laws relating to or affecting
generally the enforcement of creditors' rights, including, without limitation,
bankruptcy and insolvency laws and to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law);

provided, however, that, with respect to Debt Securities of a series subject to
a Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of such
Debt Securities (provided that such Opinion of Counsel addresses the
authentication and delivery of all Debt Securities of such series) and that in
lieu of the opinions described in clauses (ii) and (iii) above Counsel may opine
that:

     (x)  when the terms of such Debt Securities shall have been established
pursuant to a Company Order or Orders or pursuant to such procedures (acceptable
to the Trustee) as may be specified from time to time by a Company Order or
Orders, all as contemplated by and in accordance with the instrument or
instruments delivered pursuant to clause (a) above, such terms will have been
duly authorized by the Company and will have been established in conformity with
the provisions of this Indenture; and

     (y)  such Debt Securities, when authenticated and delivered by the Trustee
in accordance with this Indenture and the Company Order or Orders or specified
procedures referred to in paragraph (x) above and issued and delivered by the
Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will have been duly issued under this Indenture and will constitute
legal, valid and binding obligations of the Company, entitled to the benefits
provided by the Indenture, and enforceable in accordance with their terms,
subject, as to enforcement, to laws relating to or affecting generally the
enforcement of creditors' rights, including, without limitation, bankruptcy and
insolvency laws and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

     With respect to Debt Securities of a series subject to a Periodic Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such Debt Securities, the form and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and other
documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, at or prior to the time of the first authentication of Debt
Securities of such series unless and until such opinion or other documents have
been superseded or revoked or expire by their terms.  In connection with the
authentication and delivery of Debt Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to assume that the Company's

                                       23
<PAGE>

instructions to authenticate and deliver such Debt Securities do not violate any
rules, regulations or orders of any Governmental Authority having jurisdiction
over the Company.

     If the form or terms of the Debt Securities of any series have been
established by or pursuant to a Board Resolution or an Officer's Certificate as
permitted by Sections 201 or 301, the Trustee shall not be required to
authenticate such Debt Securities if the issuance of such Debt Securities
pursuant to this Indenture will materially or adversely affect the Trustee's own
rights, duties or immunities under the Debt Securities and this Indenture or
otherwise in a manner that is not reasonably acceptable to the Trustee.

     Unless otherwise specified as contemplated by Section 301 with respect to
any series of Debt Securities, or any Tranche thereof, each Debt Security shall
be dated the date of its authentication.

     Unless otherwise specified as contemplated by Section 301 with respect to
any series of Debt Securities, or any Tranche thereof, no Debt Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on such Debt Security a certificate of
authentication substantially in the form provided for herein executed by the
Trustee or its agent by manual signature, and such certificate upon any Debt
Security shall be conclusive evidence, and the only evidence, that such Debt
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.  Notwithstanding the foregoing, if any Debt
Security shall have been authenticated and delivered hereunder to the Company,
or any Person acting on its behalf, but shall never have been issued and sold by
the Company, and the Company shall deliver such Debt Security to the Debt
Security Registrar for cancellation as provided in Section 309 together with a
written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Debt Security has never
been issued and sold by the Company, for all purposes of this Indenture such
Debt Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits hereof.

Section 304.  Temporary Debt Securities.

     Pending the preparation of definitive Debt Securities of any series, or any
Tranche thereof, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Debt Securities that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Debt Securities in
lieu of which they are issued, with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Debt
Securities may determine, as evidenced by their execution of such Debt
Securities; provided, however, that temporary Debt Securities need not recite
specific redemption, sinking fund, conversion or exchange provisions.

     Unless otherwise specified as contemplated by Section 301 with respect to
the Debt Securities of any series, or any Tranche thereof, after the preparation
of definitive Debt Securities of such series or Tranche, the temporary Debt
Securities of such series or Tranche shall be exchangeable, without charge to
the Holder thereof, for definitive Debt Securities of such series or Tranche,
upon surrender of such temporary Debt Securities at the office or agency of the
Company maintained pursuant to Section 602 in a Place of Payment for such Debt

                                       24
<PAGE>

Securities.  Upon such surrender of temporary Debt Securities, the Company
shall, except as aforesaid, execute and the Trustee shall authenticate and
deliver in exchange therefor definitive Debt Securities of the same series and
Tranche, of authorized denominations and of like tenor and aggregate principal
amount.

     Until exchanged in full as hereinabove provided, temporary Debt Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Debt Securities of the same series and Tranche and of like tenor
authenticated and delivered hereunder.

Section 305.  Registration, Registration of Transfer and Exchange.

     The Company shall cause to be kept in each office designated pursuant to
Section 602, with respect to the Debt Securities of each series or any Tranche
thereof, a register (all registers kept in accordance with this Section being
collectively referred to as the "Debt Security Register") in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Debt Securities of such series or Tranche and the
registration of transfer thereof.  The Company shall designate one Person to
maintain the Debt Security Register for the Debt Securities of each series on a
consolidated basis, and such Person is referred to herein, with respect to such
series, as the "Debt Security Registrar."  Anything herein to the contrary
notwithstanding, the Company may designate one or more of its offices as an
office in which the Debt Security Register shall be maintained, and the Company
may designate itself the Debt Security Registrar with respect to one or more of
such series.  The Debt Security Register shall be open for inspection by the
Trustee and the Company at all reasonable times.

     Except as otherwise specified as contemplated by Section 301 with respect
to the Debt Securities of any series, or any Tranche thereof, upon surrender for
registration of transfer of any Debt Security of such series or Tranche at the
office or agency of the Company maintained pursuant to Section 602 in a Place of
Payment for such series or Tranche, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Debt Securities of the same series and Tranche, of
authorized denominations and of like tenor and aggregate principal amount.

     Except as otherwise specified as contemplated by Section 301 with respect
to the Debt Securities of any series, or any Tranche thereof, any Debt Security
of such series or Tranche may be exchanged at the option of the Holder, for one
or more new Debt Securities of the same series and Tranche, of authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Debt Securities to be exchanged at any such office or agency.  Whenever
any Debt Securities are so surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the Debt Securities that the
Holder making the exchange is entitled to receive.

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

                                       25
<PAGE>

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

     Unless otherwise specified as contemplated by Section 301 with respect to
Debt Securities of any series, or any Tranche thereof, no service charge shall
be made for any registration of transfer or exchange of Debt 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 Debt Securities, other than exchanges pursuant to
Section 304, 406 or 1206 not involving any transfer.

     The Company shall not be required to execute or to provide for the
registration of transfer of or the exchange of (a) Debt Securities of any
series, or any Tranche thereof, during a period of 15 days immediately preceding
the day of the mailing of a notice of redemption of the Debt Securities of such
series or Tranche or (b) any Debt Security so selected for redemption in whole
or in part, except the unredeemed portion of any Debt Security being redeemed in
part.

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

Section 306.  Mutilated, Destroyed, Lost and Stolen Debt Securities.

     If any mutilated Debt Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Debt 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 (a) evidence to
their satisfaction of the ownership of and the destruction, loss or theft of any
Debt Security and (b) such security or indemnity as may be reasonably 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 Debt Security is
held by a Person purporting to be the owner of such Debt Security, the Company
shall execute and the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Debt Security, a new Debt Security of the same
series and Tranche, and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

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

     Upon the issuance of any new Debt 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
reasonable expenses (including the fees and expenses of the Trustee) connected
therewith.

                                       26
<PAGE>

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

Section 307.  Payment of Interest and Additional Interest; Interest Rights
Preserved.

     Unless otherwise specified as contemplated by Section 301 with respect to
the Debt Securities of any series, or any Tranche thereof, interest and
Additional Interest on any Debt Security that 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 Debt Security (or one or more Predecessor Debt Securities) is
registered at the close of business on the Regular Record Date for such
interest.

     [Subject to Section 312] any interest on any Debt Security of any series
that 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 related 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 (a) or (b) below:

     (a)  The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Debt Securities of such series (or their respective
Predecessor Debt Securities) are registered at the close of business on a date
(herein called 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 Debt Security of such series and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment.  The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall promptly 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 Debt Securities of such series at the address of such
Holder as it appears in the Debt Security Register, not less than 10 days prior
to such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Debt
Securities of such

                                       27
<PAGE>

series (or their respective Predecessor Debt Securities) are registered at the
close of business on such Special Record Date.

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

     Subject to the foregoing provisions of this Section and Section 305, each
Debt Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Debt Security shall carry the rights to
interest (including any Additional Interest) accrued and unpaid, and to accrue,
that were carried by such other Debt Security.

Section 308.  Persons Deemed Owners.

     Prior to due presentment of a Debt Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Debt Security is registered as the absolute owner
of such Debt Security for the purpose of receiving payment of principal of and
premium, if any, and (subject to Sections 305 and 307) interest (including
Additional Interest), if any, on such Debt Security and for all other purposes
whatsoever, whether or not such Debt Security is overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 309.  Cancellation by Debt Security Registrar.

     All Debt Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Debt
Security Registrar, be delivered to the Debt Security Registrar and, if not
theretofore canceled, shall be promptly canceled by the Debt Security Registrar.
The Company may at any time deliver to the Debt Security Registrar for
cancellation any Debt Securities previously authenticated and delivered
hereunder that the Company may have acquired in any manner whatsoever or that
the Company shall not have issued and sold, and all Debt Securities so delivered
shall be promptly canceled by the Debt Security Registrar.  No Debt Securities
shall be authenticated in lieu of or in exchange for any Debt Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture.  All certificates representing canceled Debt Securities held by the
Debt Security Registrar shall be disposed of in accordance with the customary
practices of the Debt Security Registrar at the time in effect, and the Debt
Security Registrar shall not be required to destroy any such certificates.  The
Debt Security Registrar, if other than the Trustee, shall promptly deliver a
certificate of disposition with respect to such disposed certificates to the
Trustee and the Company unless, by a Company Order, similarly delivered, the
Company shall direct that canceled Debt Securities be returned to it.  The Debt
Security Registrar shall promptly deliver evidence of any cancellation of a Debt
Security in accordance with this Section to the Trustee and the Company.  If the
Trustee is the entity acting as Debt Security Registrar, it shall promptly
deliver to the Company a certificate of disposition with respect to any
certificates disposed of

                                       28
<PAGE>

and/or evidence of any cancellation of a Debt Security, in each case in
accordance with this Section, if so requested by a Company Order.

Section 310.  Computation of Interest.

     Except as otherwise specified as contemplated by Section 301 for Debt
Securities of any series, or any Tranche thereof, interest on the Debt
Securities of each series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months and on the basis of the actual number of days
elapsed within any month in relation to the deemed 30 days of such month.

Section 311.  Payment to be in Proper Currency.

     In the case of the Debt Securities of any series, or any Tranche thereof,
denominated in any currency other than Dollars or in a composite currency (the
"Required Currency"), except as otherwise specified with respect to such Debt
Securities as contemplated by Section 301, the obligation of the Company to make
any payment of the principal thereof, or the premium or interest thereon, shall
not be discharged or satisfied by any tender by the Company, or recovery by the
Trustee, in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the Trustee timely holding the full
amount of the Required Currency then due and payable.  If any such tender or
recovery is in a currency other than the Required Currency, the Trustee may take
such actions as it considers appropriate to exchange such currency for the
Required Currency.  The costs and risks of any such exchange, including without
limitation the risks of delay and exchange rate fluctuation, shall be borne by
the Company, the Company shall remain fully liable for any shortfall or
delinquency in the full amount of Required Currency then due and payable, and in
no circumstances shall the Trustee be liable therefor except in the case of its
negligence or willful misconduct.

Section 312.  [Deferrals of Interest Payment Dates.

     If specified as contemplated by Section 301 with respect to the Debt
Securities of a particular series, so long as no Event of Default has occurred
and is continuing, the Company shall have the right, at any time during the term
of such series, from time to time to defer the payment of interest on such Debt
Securities for such period or periods (each an "Extension Period") not to exceed
the number of consecutive quarterly, semi-annual or other periods that equal
five years with respect to each Extension Period, during which Extension Periods
the Company shall, if so specified as contemplated by Section 301, have the
right to make partial payments of interest on any Interest Payment Date.  No
Extension Period shall end on a date other than an Interest Payment Date.  At
the end of any such Extension Period, the Company shall pay all interest then
accrued and unpaid on the Debt Securities (together with Additional Interest
thereon, if any, at the rate specified for the Debt Securities of such series to
the extent permitted by applicable law); provided, however, that no Extension
Period shall extend beyond the Stated Maturity of the principal of the Debt
Securities of such series; and provided further, however, that, during any such
Extension Period, the Company shall not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Company's capital stock, or (ii) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Company that rank pari passu in all respects with or
junior in interest to the Debt Securities of

                                       29
<PAGE>

such series (other than (a) repurchases, redemptions or other acquisitions of
shares of capital stock of the Company in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
any one or more employees, officers, directors or consultants or in connection
with a dividend reinvestment or shareholder stock purchase plan, (b) as a result
of an exchange or conversion of any class or series of the Company's capital
stock (or any capital stock of a subsidiary of the Company) for any class or
series of the Company's capital stock or of any class or series of the Company's
then outstanding indebtedness for any class or series of the Company's capital
stock, (c) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any declaration of a
dividend in the form of capital stock in connection with any Rights Plan, or the
issuance of rights to capital stock under any Rights Plan, or the redemption or
repurchase of rights pursuant thereto, or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or junior to
such stock). Prior to the termination of any such Extension Period, the Company
may further defer the payment of interest, provided that no Event of Default has
occurred and is continuing and provided further, that no Extension Period shall
exceed the period or periods specified in such Debt Securities, extend beyond
the Stated Maturity of the principal of such Debt Securities or end on a date
other than an Interest Payment Date. Upon the termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due on any Interest Payment Date, the Company may elect
to begin a new Extension Period, subject to the above conditions. No interest or
Additional Interest shall be due and payable during an Extension Period, except
at the end thereof, but each installment of interest that would otherwise have
been due and payable during such Extension Period shall bear Additional Interest
as and to the extent as may be specified as contemplated by Section 301. The
Company shall give the Holders of the Debt Securities of such series and the
Trustee notice of its election to begin any such Extension Period at least one
Business Day prior to the next succeeding Interest Payment Date on which
interest on Debt Securities of such series would be payable but for such
deferral or, with respect to any Debt Securities of a series issued to a Trust,
so long as any such Debt Securities are held by such Trust, at least one
Business Day prior to the earlier of (i) the next succeeding date on which
Distributions (as defined in the applicable Trust Agreement) on the Trust
Preferred Securities of such Trust would be payable but for such deferral and
(ii) the date on which the Property Trustee of such Trust is required to give
notice to holders of such Trust Preferred Securities of the record date or the
date such Distributions are payable, but in any event not less than one Business
Day prior to such record date.

     The Trustee shall promptly give notice of the Company's election to begin
any such Extension Period to the Holders of the Outstanding Debt Securities of
such series.]

Section 313.  [Right to Set-off.

     With respect to the Debt Securities of a series initially issued to a
Trust, notwithstanding anything to the contrary herein, the Company shall have
the right to set off any payment it is otherwise required to make in respect of
any such Debt Security to the extent the Company has theretofore made, or is
concurrently on the date of such payment making, a payment under the

                                       30
<PAGE>

Guarantee relating to such Debt Security or to a holder of Trust Preferred
Securities pursuant to an action undertaken under Section 808 of this
Indenture.]

Section 314.  [Shortening or Extension of Stated Maturity.

     If specified as contemplated by Section 301 with respect to the Debt
Securities of a particular series, the Company shall have the right to (i)
shorten the Stated Maturity of the principal of the Debt Securities of such
series at any time to any date and (ii) extend the Stated Maturity of the
principal of the Debt Securities of such series at any time at its election for
one or more periods, provided that, if the Company elects to exercise its right
to extend the Stated Maturity of the principal of the Debt Securities of such
series pursuant to clause (ii) above, at the time such election is made and at
the time of extension, such conditions as may be specified in such Debt
Securities shall have been satisfied.]

                                  ARTICLE IV

                         REDEMPTION OF DEBT SECURITIES

Section 401.  Applicability of Article.

     Debt Securities of any series, or any Tranche thereof, that 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 Debt
Securities of such series or Tranche) in accordance with this Article.

Section 402.  Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Debt Securities shall be
evidenced by a Board Resolution and/or an Officer's Certificate. The Company
shall, at least 45 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee[ and, in the case of Debt Securities of a series held by a Trust, the
Property Trustee under the related Trust Agreement,] in writing of such
Redemption Date and of the principal amount of such Debt Securities to be
redeemed. In the case of any redemption of Debt Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such
Debt Securities or elsewhere in this Indenture or (b) pursuant to an election of
the Company that is subject to a condition specified in the terms of such Debt
Securities, the Company shall furnish the Trustee with an Officer's Certificate
evidencing compliance with such restriction or condition.

Section 403.  Selection of Debt Securities to be Redeemed.

     If less than all the Debt Securities of any series, or any Tranche thereof,
are to be redeemed, the particular Debt Securities to be redeemed shall be
selected by the Trustee from the Outstanding Debt Securities of such series or
Tranche not previously called for redemption, by such method as shall be
provided for any particular series, or, in the absence of any such provision, by
such method of random selection as the Trustee shall deem fair and appropriate
and which may, in any case, provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Debt Securities of such series
or Tranche or any integral

                                       31
<PAGE>

multiple thereof) of the principal amount of Debt Securities of such series or
Tranche of a denomination larger than the minimum authorized denomination for
Debt Securities of such series or Tranche; provided, however, that if, as
indicated in an Officer's Certificate, the Company shall have offered to
purchase all or any principal amount of the Debt Securities then Outstanding of
any series, or any Tranche thereof, and less than all of such Debt Securities as
to which such offer was made shall have been tendered to the Company for such
purchase, the Trustee, if so directed by Company Order, shall select for
redemption all or any principal amount of such Debt Securities that have not
been so tendered.

     If the Debt Securities are then held in the form of a Global Security, the
Trustee shall select Debt Securities to be redeemed in accordance with the
customary procedures for the Depositary.

     The Trustee shall promptly notify the Company and the Debt Security
Registrar in writing of the Debt Securities selected for redemption and, in the
case of any Debt Securities selected to be redeemed in part, the principal
amount thereof to be redeemed.

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

Section 404.  Notice of Redemption.

     Notice of redemption shall be given in the manner provided in Section 106
to the Holders of the Debt Securities to be redeemed not less than 30 nor more
than 60 days prior to the Redemption Date.

     All notices of redemption shall state:

     (a)  the Redemption Date,

     (b)  the Redemption Price,

     (c)  if less than all the Debt Securities of any series or Tranche are to
be redeemed, the identification of the particular Debt Securities to be redeemed
and the portion of the principal amount of any Debt Security to be redeemed in
part,

     (d)  that on the Redemption Date, the Redemption Price, together with
accrued interest (including Additional Interest), if any, to the Redemption
Date, will become due and payable upon each such Debt Security to be redeemed
and, if applicable and provided that the Redemption Price is received by the
Paying Agent or Agents on or prior to the Redemption Date, that interest
(including any Additional Interest) thereon will cease to accrue on and after
said date,

     (e)  the place or places where such Debt Securities are to be surrendered
for payment of the Redemption Price and accrued interest (including Additional
Interest), if any, unless it

                                       32
<PAGE>

shall have been specified as contemplated by Section 301 with respect to such
Debt Securities that such surrender shall not be required,

     (f)  that the redemption is for a sinking or other fund, if such is the
case, and

     (g)  such other matters as the Company shall deem desirable or appropriate
(including CUSIP numbers with respect to such Debt Securities, if the Company
shall so elect, in which event such notice of redemption may contain a
disclaimer as to the correctness of such numbers either as printed on the Debt
Securities or on such notice of redemption).

     Unless otherwise specified with respect to any Debt Securities in
accordance with Section 301, with respect to any notice of redemption of Debt
Securities at the election of the Company, unless, upon the giving of such
notice, such Debt Securities shall be deemed to have been paid in accordance
with Section 701, such notice may state that such redemption shall be
conditional upon the receipt by the Paying Agent or Agents for such Debt
Securities, on or prior to the date fixed for such redemption, of money
sufficient to pay the principal of and premium, if any, and interest (including
Additional Interest), if any, on such Debt Securities and that if such money
shall not have been so received such notice shall be of no force or effect and
the Company shall not be required to redeem such Debt Securities. In the event
that such notice of redemption contains such a condition and such money is not
so received, the redemption shall not be made and within a reasonable time
thereafter notice shall be given, in the manner in which the notice of
redemption was given, that such money was not so received and such redemption
was not required to be made, and the Paying Agent or Agents for the Debt
Securities otherwise to have been redeemed shall promptly return to the Holders
thereof any of such Debt Securities that had been surrendered for payment upon
such redemption.

     Notice of redemption of Debt Securities to be redeemed at the election of
the Company, and any notice of non-satisfaction of a condition for redemption as
aforesaid, shall be given by the Company or, at the Company's request, by the
Debt Security Registrar in the name and at the expense of the Company. Notice of
mandatory redemption of Debt Securities shall be given by the Debt Security
Registrar in the name and at the expense of the Company.

Section 405.  Debt Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, and the conditions, if
any, set forth in such notice having been satisfied, the Debt Securities or
portions thereof so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless, in the case of an unconditional notice of redemption, the Company shall
default in the payment of the Redemption Price and accrued interest (including
Additional Interest), if any) such Debt Securities or portions thereof, if
interest-bearing, shall cease to bear interest. Upon surrender of any such Debt
Security for redemption in accordance with such notice, such Debt Security or
portion thereof shall be paid by the Company at the Redemption Price, together
with accrued interest (including Additional Interest), if any, to the Redemption
Date; provided, however, that no such surrender shall be a condition to such
payment if so specified as contemplated by Section 301 with respect to such Debt
Security; and provided, further, that except as otherwise specified as
contemplated by Section 301 with respect to such Debt Security, any installment
of interest on any Debt Security

                                       33
<PAGE>

the Stated Maturity of which installment is on or prior to the Redemption Date
shall be payable to the Holder of such Debt Security, or one or more Predecessor
Debt Securities, registered as such at the close of business on the related
Regular Record Date according to the terms of such Debt Security and subject to
the provisions of Section 307.

Section 406.  Debt Securities Redeemed in Part.

     Upon the surrender of any Debt Security that is to be redeemed only in part
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Debt Security, without service
charge, a new Debt Security or Debt Securities of the same series and Tranche,
of any authorized denomination requested by such Holder and of like tenor and in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Debt Security so surrendered.

Section 407.  [Right of Redemption of Securities Initially Issued to a Trust.

     In the case of the Debt Securities of a series initially issued to a Trust,
except as otherwise specified as contemplated by Section 301, the Company, at
its option, may redeem such Debt Securities (i) on or after the date specified
in such Debt Security, in whole at any time or in part from time to time, or
(ii) upon the occurrence and during the continuation of a Tax Event or an
Investment Company Event, at any time within 90 days following the occurrence
and during the continuation of such Tax Event or Investment Company Event, in
whole (but not in part), in each case at a Redemption Price specified in such
Debt Security, together with accrued interest (including Additional Interest) to
the Redemption Date.]

                                   ARTICLE V

                                 SINKING FUNDS

Section 501.  Applicability of Article.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of the Debt Securities of any series, or any Tranche thereof,
except as otherwise specified as contemplated by Section 301 for Debt Securities
of such series or Tranche.

     The minimum amount of any sinking fund payment provided for by the terms of
Debt Securities of any series, or any Tranche thereof, is herein referred to as
a "mandatory sinking fund payment," and any payment in excess of such minimum
amount provided for by the terms of Debt Securities of any series, or any
Tranche thereof, is herein referred to as an "optional sinking fund payment." If
provided for by the terms of Debt Securities of any series, or any Tranche
thereof, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 502. Each sinking fund payment shall be applied to the
redemption of Debt Securities of the series or Tranche in respect of which it
was made as provided for by the terms of such Debt Securities.

                                       34
<PAGE>

Section 502.  Satisfaction of Sinking Fund Payments with Debt Securities.

     The Company (a) may deliver to the Trustee Outstanding Debt Securities
(other than any previously called for redemption) of a series or Tranche in
respect of which a mandatory sinking fund payment is to be made and (b) may
apply as a credit Debt Securities of such series or Tranche that have been
redeemed either at the election of the Company pursuant to the terms of such
Debt Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, in each case in
satisfaction of all or any part of such mandatory sinking fund payment;
provided, however, that no Debt Securities shall be applied in satisfaction of a
mandatory sinking fund payment if such Debt Securities shall have been
previously so applied. Debt Securities so applied shall be received and credited
for such purpose by the Trustee at the Redemption Price specified in such Debt
Securities for redemption through operation of the sinking fund and the amount
of such mandatory sinking fund payment shall be reduced accordingly.

Section 503.  Redemption of Debt Securities for Sinking Fund.

     Not less than 45 days prior to each sinking fund payment date for the Debt
Securities of any series, or any Tranche thereof, the Company shall deliver to
the Trustee an Officer's Certificate specifying:

     (a)  the amount of the next succeeding mandatory sinking fund payment for
such series or Tranche;

     (b)  the amount, if any, of the optional sinking fund payment to be made
together with such mandatory sinking fund payment;

     (c)  the aggregate sinking fund payment;

     (d)  the portion, if any, of such aggregate sinking fund payment that is to
be satisfied by the payment of cash; and

     (e)  the portion, if any, of such aggregate sinking fund payment that is to
be satisfied by delivering and crediting Debt Securities of such series or
Tranche pursuant to Section 502 and stating the basis for such credit and that
such Debt Securities have not previously been so credited, and the Company shall
also deliver to the Trustee any Debt Securities to be so delivered.

     If the Company shall not have delivered such Officer's Certificate and, to
the extent applicable, all such Debt Securities, on or prior to the 45/th/ day
prior to such sinking fund payment date, the sinking fund payment for such
series or Tranche in respect of such sinking fund payment date shall be made
entirely in cash in the amount of the mandatory sinking fund payment. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Debt Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 403 and the Debt Security Registrar shall cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 404. Such notice having been
duly given, the redemption of such Debt Securities shall be made upon the terms
and in the manner stated in Sections 405 and 406.

                                       35
<PAGE>

                                  ARTICLE VI

                                   COVENANTS

Section 601.  Payment of Principal, Premium and Interest.

     The Company shall pay the principal of and premium, if any, and interest
(including Additional Interest), if any, on the Debt Securities of each series
in accordance with the terms of such Debt Securities and this Indenture.

Section 602.  Maintenance of Office or Agency.

     The Company shall maintain in each Place of Payment for the Debt Securities
of each series, or any Tranche thereof, an office or agency where payment of
such Debt Securities shall be made, where the registration of transfer or
exchange of such Debt Securities may be effected and where notices and demands
to or upon the Company in respect of such Debt Securities and this Indenture may
be served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of each such office or agency and
prompt notice to the Holders of any such change in the manner specified in
Section 106. If at any time the Company shall fail to maintain any such required
office or agency in respect of Debt Securities of any series, or any Tranche
thereof, or shall fail to furnish the Trustee with the address thereof, payment
of such Debt Securities shall be made, registration of transfer or exchange
thereof may be effected and notices and demands in respect thereof may be served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent for all such purposes in any such event.

     The Company may also from time to time designate one or more other offices
or agencies with respect to the Debt Securities of one or more series, or any
Tranche thereof, for any or all of the foregoing purposes and may from time to
time rescind such designations; provided, however, that, unless otherwise
specified as contemplated by Section 301 with respect to the Debt Securities of
such series or Tranche no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency for such
purposes in each Place of Payment for such Debt Securities in accordance with
the requirements set forth above. The Company shall give prompt written notice
to the Trustee, and prompt notice to the Holders in the manner specified in
Section 106, of any such designation or rescission and of any change in the
location of any such other office or agency.

     Anything herein to the contrary notwithstanding, any office or agency
required by this Section may be maintained at an office of the Company, in which
event the Company shall perform all functions to be performed at such office or
agency.

Section 603.  Money for Debt Securities Payments to be Held in Trust.

     If the Company shall at any time act as its own Paying Agent with respect
to the Debt Securities of any series, or any Tranche thereof, it shall, on or
before each due date of the principal of and premium, if any, and interest
(including Additional Interest), if any, on any of such Debt Securities,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and premium or interest (including
Additional Interest) so

                                       36
<PAGE>

becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided. The Company shall promptly notify the Trustee of any
failure by the Company (or any other obligor on such Debt Securities) to make
any payment of principal of or premium, if any, or interest (including
Additional Interest), if any, on such Debt Securities.

     Whenever the Company shall have one or more Paying Agents for the Debt
Securities of any series, or any Tranche thereof, it shall, on or before each
due date of the principal of and premium, if any, and interest (including
Additional Interest), if any, on such Debt Securities, deposit with such Paying
Agents sums sufficient (without duplication) to pay the principal and premium or
interest (including Additional Interest) so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
interest (including Additional Interest), and (unless such Paying Agent is the
Trustee) the Company shall promptly notify the Trustee of any failure by it so
to act.

     The Company shall cause each Paying Agent for the Debt Securities of any
series, or any Tranche thereof, other than the Company or the Trustee, to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent shall:

     (a)  hold all sums held by it for the payment of the principal of and
premium, if any, or interest (including Additional Interest), if any, on such
Debt Securities in trust for the benefit of the Persons entitled thereto until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided;

     (b)  give the Trustee notice of any failure by the Company (or any other
obligor upon such Debt Securities) to make any payment of principal of or
premium, if any, or interest (including Additional Interest), if any, on such
Debt Securities; and

     (c)  at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent and furnish to the Trustee such information as it
possesses regarding the names and addresses of the Persons entitled to such
sums.

     The Company may at any time 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, if so
stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article VII; 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 and premium, if any,
or interest (including Additional Interest), if any, on any Debt Security and
remaining unclaimed for two years after such principal and premium, if any, or
interest (including Additional Interest) has become due and payable shall be
paid to the Company on Company Request, or, if then held by the Company, shall
be discharged from such trust; and, upon such payment or discharge, the Holder

                                       37
<PAGE>

of such Debt Security shall, as an unsecured general creditor and not as a
Holder of an Outstanding Debt Security, look only to the Company for payment of
the amount so due and payable and remaining unpaid, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
payment to the Company, may at the expense of the Company cause to be mailed, on
one occasion only, notice to such Holder that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such mailing, any unclaimed balance of such money then remaining
will be paid to the Company.

Section 604.  Corporate Existence.

     Subject to the rights of the Company under Article XI, the Company shall do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence.

Section 605.  Maintenance of Properties.

     The Company shall cause (or, with respect to property owned in common with
others, make reasonable effort to cause) all its properties used or useful in
the conduct of its business to be maintained and kept in good condition, repair
and working order and shall cause (or, with respect to property owned in common
with others, make reasonable effort to cause) to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as, in the
judgment of the Company, may be necessary so that the business carried on in
connection therewith may be properly conducted; provided, however, that nothing
in this Section shall prevent the Company from discontinuing, or causing the
discontinuance of, the operation and maintenance of any of its properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct
of its business.

Section 606.  Annual Officer's Certificate as to Compliance.

     Not later than ______________ in each year, commencing _______________, the
Company shall deliver to the Trustee an Officer's Certificate which need not
comply with Section 102, executed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company,
stating whether, to such officer's knowledge, the Company is in compliance with
all conditions and covenants under this Indenture, such compliance to be
determined without regard to any period of grace or requirement of notice under
this Indenture, and making any other statements as may be required by the
provisions of Section 314(a)(4) of the Trust Indenture Act.

Section 607.  Waiver of Certain Covenants.

     The Company[, subject to the rights of holders of Trust Preferred
Securities specified in Section 1202,] may omit in any particular instance to
comply with any term, provision or condition set forth in (a) Section 602 or any
additional covenant or restriction specified with respect to the Debt Securities
of any series, or any Tranche thereof, as contemplated by Section 301 if before
the time for such compliance the Holders of at least a majority in aggregate
principal amount of the Outstanding Debt Securities of all series and Tranches
with respect to which compliance with Section 602 or such additional covenant or
restriction is to be omitted,

                                       38
<PAGE>

considered as one class, shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition and (b) Sections 604, 605, 606 or Article XI if before
the time for such compliance the Holders of at least a majority in principal
amount of Debt Securities Outstanding under this Indenture shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition; but, in the case of (a) or
(b), no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

Section 608.  [Additional Sums.

     In the case of the Debt Securities of a series initially issued to a Trust,
so long as no Event of Default has occurred and is continuing and except as
otherwise specified as contemplated by Section 301, if (i) a Trust is the Holder
of all of the Outstanding Debt Securities of such series and (ii) a Tax Event
has occurred and is continuing in respect of such Trust, the Company shall pay
to such Trust (and its permitted successors or assigns under the related Trust
Agreement) for so long as such Trust (or its permitted successor or assignee) is
the registered Holder of the Outstanding Debt Securities of such series, such
additional sums as may be necessary in order that the amount of Distributions
(as defined in such Trust Agreement), including any Additional Amounts (as
defined in such Trust Agreement), then due and payable by such Trust on the
related Trust Preferred Securities and Trust Common Securities that at any time
remain outstanding in accordance with the terms thereof shall not be reduced as
a result of such Additional Taxes (the "Additional Sums"). Whenever in this
Indenture or the Debt Securities there is a reference in any context to the
payment of principal of or interest on the Debt Securities, such mention shall
be deemed to include mention of the payments of the Additional Sums provided for
in this paragraph to the extent that, in such context, Additional Sums are, were
or would be payable in respect thereof pursuant to the provisions of this
paragraph and express mention of the payment of Additional Sums (if applicable)
in any provisions hereof shall not be construed as excluding Additional Sums in
those provisions hereof where such express mention is not made; provided,
however, that the deferral of the payment of interest pursuant to Section 312 on
the Debt Securities shall not defer the payment of any Additional Sums that may
be due and payable.]

Section 609.  [Additional Covenants.

     The Company covenants with each Holder of Debt Securities of a series
issued to a Trust (i) to hold, directly or indirectly, 100% of the Trust Common
Securities of such Trust, provided that any permitted successor of the Company
as provided under Section 1102 may succeed to the Company's ownership of such
Trust Common Securities, (ii) as holder of such Trust Common Securities, not to
voluntarily terminate, wind up or liquidate such Trust, other than (a) in
connection with a distribution of the Debt Securities of such series to the
holders of the related Trust Preferred Securities in liquidation of such Trust,
or (b) in connection with certain mergers, consolidations or amalgamations
permitted by the related Trust Agreement, and (iii) to use its reasonable
efforts, consistent with the terms and provisions of such Trust Agreement, to
cause such Trust to continue to be taxable as a grantor trust for United States
federal income tax purposes.]

                                       39
<PAGE>

                                  ARTICLE VII

                          SATISFACTION AND DISCHARGE

Section 701.  Satisfaction and Discharge.

     Any Debt Security or Debt Securities, or any portion of the principal
amount thereof, shall be deemed to have been paid for all purposes of this
Indenture, and the entire indebtedness of the Company in respect thereof shall
be deemed to have been satisfied and discharged, if there shall have been
irrevocably deposited with the Trustee or any Paying Agent (other than the
Company), in trust:

     (a)  money in an amount that shall be sufficient, or

     (b)  in the case of a deposit made prior to the Maturity of such Debt
Securities or portions thereof, Eligible Obligations, which shall not contain
provisions permitting the redemption or other prepayment thereof at the option
of the issuer thereof, the principal of and the interest on which when due,
without any regard to reinvestment thereof, will provide moneys that, together
with the money, if any, deposited with or held by the Trustee or such Paying
Agent, shall be sufficient, or

     (c)  a combination of (a) or (b) that shall be sufficient,

to pay when due the principal of and premium, if any, and interest (including
Additional Interest), if any, due and to become due on such Debt Securities or
portions thereof on or prior to Maturity; provided, however, that in the case of
the provision for payment or redemption of less than all the Debt Securities of
any series or Tranche, such Debt Securities or portions thereof shall have been
selected by the Trustee as provided herein and, in the case of a redemption, the
notice requisite to the validity of such redemption shall have been given or
irrevocable authority shall have been given by the Company to the Trustee to
give such notice, under arrangements satisfactory to the Trustee; and provided,
further, that the Company shall have delivered to the Trustee and such Paying
Agent:

     (x)  if such deposit shall have been made prior to the Maturity of such
Debt Securities, a Company Order stating that the money and Eligible Obligations
deposited in accordance with this Section shall be held in trust, as provided in
Section 703;

     (y)  if Eligible Obligations shall have been deposited, an Opinion of
Counsel that the obligations so deposited constitute Eligible Obligations and do
not contain provisions permitting the redemption or other prepayment at the
option of the issuer thereof, and an opinion of an independent public accountant
of nationally recognized standing, selected by the Company, to the effect that
the requirements set forth in clause (b) above have been satisfied; and

     (z)  if such deposit shall have been made prior to the Maturity of such
Debt Securities, an Officer's Certificate stating the Company's intention that,
upon delivery of such Officer's Certificate, its indebtedness in respect of such
Debt Securities or portions thereof will have been satisfied and discharged as
contemplated in this Section.

                                       40
<PAGE>

     If the Company shall make any deposit of money and/or Eligible Obligations
with respect to any Debt Securities, or any portion of the principal amount
thereof, as contemplated by this section, the Company shall not deliver an
Officer's Certificate described in clause (z) above unless the Company shall
also deliver to the Trustee, together with such Officer's Certificate, an
Opinion of Counsel to the effect that, as a result of a change in law occurring
after the date of this Indenture, the Holders of such Debt Securities, or
portions thereof, will not recognize income, gain or loss for United States
federal income tax purposes as a result of the satisfaction and discharge of the
Company's indebtedness in respect thereof and will be subject to United States
federal income tax on the same amounts, at the same times and in the same manner
as if such satisfaction and discharge had not been effected.

     Upon the deposit of money or Eligible Obligations, or both, in accordance
with this Section, together with the documents required by clauses (x), (y) and
(z) above, the Trustee shall, upon receipt of a Company Request, acknowledge in
writing that the Debt Security or Debt Securities or portions thereof with
respect to which such deposit was made are deemed to have been paid for all
purposes of this Indenture and that the entire indebtedness of the Company in
respect thereof has been satisfied and discharged as contemplated in this
Section. In the event that all of the conditions set forth in the first
paragraph of this Section shall have been satisfied in respect of any Debt
Securities or portions thereof except that, for any reason, the Officer's
Certificate specified in clause (z) shall not have been delivered, such Debt
Securities or portions thereof shall nevertheless be deemed to have been paid
for all purposes of this Indenture, and the Holders of such Debt Securities or
portions thereof shall nevertheless be no longer entitled to the benefits of
this Indenture or of any of the covenants of the Company under Article VI
(except the covenants contained in Sections 602 and 603) or any other covenants
made in respect of such Debt Securities or portions thereof as contemplated by
Section 301, but the indebtedness of the Company in respect of such Debt
Securities or portions thereof shall not be deemed to have been satisfied and
discharged prior to Maturity for any other purpose, and the Holders of such Debt
Securities or portions thereof shall continue to be entitled to look to the
Company for payment of the indebtedness represented thereby; and, upon receipt
of a Company Request, the Trustee shall acknowledge in writing that such Debt
Securities or portions thereof are deemed to have been paid for all purposes of
this Indenture.

     If payment at Stated Maturity of less than all of the Debt Securities of
any series, or any Tranche thereof, is to be provided for in the manner and with
the effect provided in this Section, the Trustee shall select such Debt
Securities, or portions of principal amount thereof, in the manner specified by
Section 403 for selection for redemption of less than all the Debt Securities of
a series or Tranche.

     In the event that Debt Securities that shall be deemed to have been paid
for purposes of this Indenture, and, if such is the case, in respect of which
the Company's indebtedness shall have been satisfied and discharged, all as
provided in this Section do not mature and are not to be redeemed within the
sixty (60) day period commencing with the date of the deposit of moneys or
Eligible Obligations, as aforesaid, the Company shall, as promptly as
practicable, give a notice, in the same manner as a notice of redemption with
respect to such Debt Securities, to the Holders of such Debt Securities to the
effect that such deposit has been made and the effect thereof.

                                       41
<PAGE>

     Notwithstanding that any Debt Securities shall be deemed to have been paid
for purposes of this Indenture, as aforesaid, the obligations of the Company and
the Trustee in respect of such Debt Securities under Sections 304, 305, 306,
404, 503 (as to notice of redemption), 602, 603, 907, 914 and 915 and this
Article shall survive.

     The Company shall pay, and shall indemnify the Trustee or any Paying Agent
with which Eligible Obligations shall have been deposited as provided in this
Section against any tax, fee or other charge imposed on or assessed against such
Eligible Obligations or the principal or interest received in respect of such
Eligible Obligations, including, but not limited to, any such tax payable by any
entity deemed, for tax purposes, to have been created as a result of such
deposit.

     Anything herein to the contrary notwithstanding, (a) if, at any time after
a Debt Security would be deemed to have been paid for purposes of this
Indenture, and, if such is the case, the Company's indebtedness in respect
thereof would be deemed to have been satisfied or discharged, pursuant to this
Section (without regard to the provisions of this paragraph), the Trustee or any
Paying Agent, as the case may be, shall be required to return the money or
Eligible Obligations, or combination thereof, deposited with it as aforesaid to
the Company or its representative under any applicable federal or state
bankruptcy, insolvency or other similar law, such Debt Security shall thereupon
be deemed retroactively not to have been paid and any satisfaction and discharge
of the Company's indebtedness in respect thereof shall retroactively be deemed
not to have been effected, and such Debt Security shall be deemed to remain
Outstanding and (b) any satisfaction and discharge of the Company's indebtedness
in respect of any Debt Security shall be subject to the provisions of the last
paragraph of Section 603.

Section 702.  Satisfaction and Discharge of Indenture.

     This Indenture shall upon Company Request cease to be of further effect
(except as hereinafter expressly provided), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

     (a) no Debt Securities remain Outstanding hereunder; and

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

provided, however, that if, in accordance with the last paragraph of Section
701, any Debt Security, previously deemed to have been paid for purposes of this
Indenture, shall be deemed retroactively not to have been so paid, this
Indenture shall thereupon be deemed retroactively not to have been satisfied and
discharged, as aforesaid, and to remain in full force and effect, and the
Company shall execute and deliver such instruments as the Trustee shall
reasonably request to evidence and acknowledge the same.

     Notwithstanding the satisfaction and discharge of this Indenture as
aforesaid, the obligations of the Company and the Trustee under Sections 304,
305, 306, 404, 503 (as to notice of redemption), 602, 603, 907, 914 and 915 and
this Article shall survive.

     Upon satisfaction and discharge of this Indenture as provided in this
Section, the Trustee shall assign, transfer and turn over to the Company,
subject to the lien provided by Section 907,

                                       42
<PAGE>

any and all money, securities and other property then held by the Trustee for
the benefit of the Holders of the Debt Securities other than money and Eligible
Obligations held by the Trustee pursuant to Section 703.

Section 703.  Application of Trust Money.

     Neither the Eligible Obligations nor the money deposited pursuant to
Section 701, nor the principal or interest payments on any such Eligible
Obligations, shall be withdrawn or used for any purpose other than, and shall be
held in trust for, the payment of the principal of, and premium, if any, and
interest (including Additional Interest), if any, on, the Debt Securities or
portions of principal amount thereof in respect of which such deposit was made,
all subject, however, to the provisions of Section 603; provided, however, that,
so long as there shall not have occurred and be continuing an Event of Default,
or an event that, with the giving of notice or the passage of time, would become
an Event of Default, any cash received from such principal or interest payments
on such Eligible Obligations, if not then needed for such purpose, shall, to the
extent practicable, be invested in Eligible Obligations of the type described in
clause (b) in the first paragraph of Section 701 maturing at such times and in
such amounts as shall be sufficient to pay when due the principal of and
premium, if any, and interest (including Additional Interest), if any, due and
to become due on such Debt Securities or portions thereof on and prior to the
Maturity thereof, and interest earned from such reinvestment shall be paid over
to the Company as received, free and clear of any trust, lien or pledge under
this Indenture except the lien provided by Section 907; and provided, further,
that, so long as there shall not have occurred and be continuing an Event of
Default, or an event that, with the giving of notice or the passage of time,
would become an Event of Default, any moneys held in accordance with this
Section on the Maturity of all such Debt Securities in excess of the amount
required to pay the principal of and premium, if any, and interest (including
Additional Interest), if any, then due on such Debt Securities shall be paid
over to the Company free and clear of any trust, lien or pledge under this
Indenture except the lien provided by Section 907; and provided, further, that
if an Event of Default, or an event that, with the giving of notice or the
passage of time, would become an Event of Default, shall have occurred and be
continuing, moneys to be paid over to the Company pursuant to this Section shall
be held until such Event of Default, or event that, with the giving of notice or
the passage of time, would become an Event of Default, shall have been waived or
cured.  [Money held by the Trustee under this Section shall not be subject to
the claims of the holders of Senior Indebtedness under Article XV.]

                                 ARTICLE VIII

                          EVENTS OF DEFAULT; REMEDIES

Section 801.  Events of Default.

     "Event of Default," wherever used herein with respect to Debt Securities of
any series, means any one of the following events:

     (a) failure to pay interest (including Additional Interest), if any, on any
Debt Security of such series within thirty (30) days after the same becomes due
and payable[ (whether or not payment is prohibited by the provisions of Article
XV hereof); provided, however, that a valid

                                       43
<PAGE>

extension of the interest payment period by the Company as contemplated in
Section 312 of this Indenture shall not constitute a failure to pay interest for
this purpose]; or

     (b) failure to pay the principal of or premium, if any, on any Debt
Security of such series when due and payable[(whether or not payment is
prohibited by the provisions of Article XV hereof]; or

     (c) failure to make any sinking fund payment with respect to such series
when due; or

     (d) failure to perform or breach of any covenant or warranty of the Company
in this Indenture (other than a covenant or warranty a default in the
performance of which or breach of which is elsewhere in this Section
specifically addressed or that has expressly been included in this Indenture
solely for the benefit of one or more series of Debt Securities other than such
series) for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee, or to the Company and the Trustee
by the Holders of at least 33% in principal amount of the Outstanding Debt
Securities of such series, a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder, unless the Trustee, or the Trustee and the Holders of a
principal amount of Debt Securities of such series not less than the principal
amount of Debt Securities the Holders of which gave such notice, as the case may
be, shall agree in writing to an extension of such period prior to its
expiration; provided, however, that the Trustee, or the Trustee and the Holders
of such principal amount of Debt Securities of such series, as the case may be,
shall be deemed to have agreed to an extension of such period for a maximum of
one hundred twenty (120) days if corrective action is initiated by the Company
within such period and is being diligently pursued; or

     (e) the entry by a court having jurisdiction in the premises of (1) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or (2) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition by
one or more Persons other than the Company seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable
federal or state law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official for the Company or for any
substantial part of its property, or ordering the winding up or liquidation of
its affairs, and any such decree or order for relief or any such other decree or
order shall have remained unstayed and in effect for a period of 90 consecutive
days; or

     (f) the commencement by the Company of a voluntary case or proceeding under
any applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in case or proceeding under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or
the filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable federal or state law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or of any substantial part of its property, or the
making by it of an assignment

                                       44
<PAGE>

for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due, or the authorization of such
action by the Board of Directors; or

     (g) any other Event of Default specified with respect to Debt Securities of
such series.

Section 802.  Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default due to the default in payment of principal of, or
premium, if any, or interest (including Additional Interest) on, any series of
Debt Securities or due to the default in the performance or breach of any other
covenant or warranty of the Company applicable to the Debt Securities of such
series but not applicable to all Outstanding Debt Securities shall have occurred
and be continuing, either the Trustee or the Holders of not less than 33% in
principal amount of the Debt Securities of such series may then declare the
principal amount (or, if any of the Debt Securities of such series are Discount
Debt Securities, such portion of the principal amount as may be specified in the
terms thereof as contemplated by Section 301) of all Debt Securities of such
series and premium, if any, and interest (including Additional Interest) accrued
thereon to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by the Holders)[; provided that, in the case of the
Debt Securities of a series issued to a Trust, if, upon an Event of Default, the
Trustee or the Holders of not less than 33% in principal amount of the
Outstanding Debt Securities of such series fail to declare the principal of all
the Outstanding Debt Securities of such series to be immediately due and
payable, the holders of at least 33% in aggregate Liquidation Amount of the
related series of Trust Preferred Securities issued by such Trust then
outstanding shall have the right to make such declaration by notice in writing
to the Company and the Trustee].  If an Event of Default due to default in the
performance of any other of the covenants or warranties herein applicable to all
Outstanding Debt Securities or an Event of Default specified in Section 801(e)
or (f) shall have occurred and be continuing, either the Trustee or the Holders
of not less than 33% in principal amount of all Debt Securities then Outstanding
(considered as one class), and not the Holders of the Debt Securities of any one
of such series, may declare the principal amount (or, if any of the Debt
Securities are Discount Debt Securities, such portion of the principal amount of
such Debt Securities as may be specified in the terms thereof as contemplated by
Section 301) of all Debt Securities and premium, if any, and interest accrued
thereon to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by the Holders)[; provided, however, that, with
respect to Debt Securities of a series issued to a Trust, if the Holders of such
Debt Securities fail to make such declaration, then such declaration made by the
holders of the related series of Trust Preferred Securities issued by such Trust
shall be considered such declaration of Holders of such Debt Securities on a pro
rata basis]..  As a consequence of each such declaration (herein referred to as
a declaration of acceleration) with respect to Debt Securities of any series,
the principal amount (or portion thereof in the case of Discount Debt
Securities) of such Debt Securities, premium, if any, and interest (including
Additional Interest) accrued thereon shall become due and payable immediately[
(provided that the payment of principal of, premium, if any, and interest
(including Additional Interest) on such Debt Securities shall remain
subordinated to the extent provided in Article XV hereof)].

     With respect to a series of Debt Securities to which a credit enhancement
is applicable, the applicable supplemental indenture may provide that the
provider of such credit enhancement may, if default has occurred and is
continuing with respect to such series, and subject to certain

                                       45
<PAGE>

conditions as may be specified in such supplemental indenture, have all the
rights with respect to remedies that would otherwise have been exercisable by
the Holders of Debt Securities of that series.

     At any time after such a declaration of acceleration with respect to Debt
Securities of any series shall have been made and before a judgment or decree
for payment of the money due shall have been obtained by the Trustee as
hereinafter in this Article provided, the Event or Events of Default giving rise
to such declaration of acceleration shall, without further act, be deemed to
have been waived, and such declaration and its consequences shall, without
further act, be deemed to have been rescinded and annulled, if

     (a) the Company shall have paid or deposited with the Trustee a sum
sufficient to pay

          (i)    all overdue interest on all Debt Securities of such series;

          (ii)   the principal of and premium, if any, on any Debt Securities of
such series that have become due otherwise than by such declaration of
acceleration and interest and Additional Interest thereon at the rate or rates
prescribed therefor in such Debt Securities; and

          (iii)  all amounts due to the Trustee under Section 907;

     and

     (b)  any other Event or Events of Default with respect to Debt Securities
of such series, other than the non-payment of the principal of Debt Securities
of such series that shall have become due solely by reason of such declaration
of acceleration, shall have been cured or waived as provided in Section 813.

     No such rescission shall affect any subsequent Event of Default or impair
any right consequent thereon.

Section 803.  Collection of Indebtedness and Suits for Enforcement by Trustee.

     If an Event of Default described in clause (a), (b) or (c) of Section 801
shall have occurred and be continuing, the Company shall, upon demand of the
Trustee, pay to it, for the benefit of the Holders of the Debt Securities of the
series with respect to which such Event of Default shall have occurred, the
whole amount then due and payable on such Debt Securities for principal and
premium, if any, and interest, if any, and, to the extent permitted by law, (i)
interest on premium, if any, (ii) interest on any overdue principal and (iii)
Additional Interest, at the rate or rates prescribed therefor in such Debt
Securities, and, in addition thereto, such further amount as shall be sufficient
to cover any amounts due to the Trustee under Section 907.

     If the Company shall fail to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Debt Securities and collect
the moneys adjudged or decreed to be payable in the manner provided by

                                       46
<PAGE>

law out of the property of the Company or any other obligor upon such Debt
Securities, wherever situated.

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

Section 804.  Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Debt
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Debt
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest (including
Additional Interest)) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

     (a) to file and prove a claim for the whole amount of principal, premium,
if any, and interest (including Additional Interest), if any, owing and unpaid
in respect of the Debt Securities and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for amounts due to the Trustee under Section 907) and of
the Holders allowed in such judicial proceeding, and

     (b) 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 amounts due it under Section 907.

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

Section 805.  Trustee May Enforce Claims Without Possession of Debt Securities.

     All rights of action and claims under this Indenture or the Debt Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Debt 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,

                                       47
<PAGE>

disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders in respect of which such judgment has been
recovered.

Section 806.  Application of Money Collected.

     [Subject to the provisions of Article XV,] any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or premium, if any, or interest (including
Additional Interest), if any, upon presentation of the Debt Securities in
respect of which or for the benefit of which such money shall have been
collected 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
     907;

          Second: To the payment of the amounts then due and unpaid upon the
     Debt Securities for principal of and premium, if any, and interest
     (including Additional Interest), if any, 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
     Debt Securities for principal, premium, if any, and interest (including
     Additional Interest), if any, respectively; and

          Third: To the payment of the remainder, if any, to the Company, or to
     whomsoever may be lawfully entitled to receive the same or as a court of
     competent jurisdiction may direct.

Section 807.  Limitation on Suits.

     No Holder shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:

     (a) such Holder shall have previously given written notice to the Trustee
of a continuing Event of Default with respect to the Debt Securities of such
series;

     (b) the Holders of not less than a majority in aggregate principal amount
of the Outstanding Debt Securities of all series in respect of which an Event of
Default shall have occurred and be continuing, considered as one class, 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;

     (c) such Holder or Holders shall have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

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

     (e) no direction inconsistent with such written request shall have been
given to the Trustee during such 60-day period by the Holders of a majority in
aggregate principal amount of

                                       48
<PAGE>

the Outstanding Debt Securities of all series in respect of which an Event of
Default shall have occurred and be continuing, considered as one class;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

Section 808.  Unconditional Right of Holders to Receive Principal, Premium and
              Interest[; Direct Action by Holders of Trust Preferred
              Securities].

     Notwithstanding any other provision in this Indenture, the Holder of any
Debt Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and premium, if any, and (subject to Section
307[ and 312]) interest (including Additional Interest), if any, on such Debt
Security on the Stated Maturity or Maturities expressed in such Debt 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.  [In the case of Debt Securities of a series
originally issued to a Trust, any registered holder of the series of Trust
Preferred Securities issued by such Trust shall have the right, upon the
occurrence of an Event of Default described in Section 801(a), 801(b) or 801(c),
to institute a suit directly against the Company for enforcement of payment to
such holder of principal of, premium, if any, and (subject to Sections 307 and
312) interest  (including Additional Interest), if any, on the Debt Securities
having a principal amount equal to the aggregate Liquidation Amount of such
Trust Preferred Securities held by such holder.]

Section 809.  Restoration of Rights and Remedies.

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

Section 810.  Rights and Remedies Cumulative.

     Except as otherwise provided 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.

                                       49
<PAGE>

Section 811.  Delay or Omission Not Waiver.

     No delay or omission of the Trustee or of any Holder [or any holder of any
Trust Preferred 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[, and the right
and remedy given to the holders of Trust Preferred Securities by Section 808,]
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Holders [or by the holders of Trust Preferred Securities],
as the case may be.

Section 812.  Control by Holders of Debt Securities.

     If an Event of Default shall have occurred and be continuing in respect of
a series of Debt Securities, the Holders of a majority in principal amount of
the Outstanding Debt Securities of such series shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of such series; provided, however, that if an
Event of Default shall have occurred and be continuing with respect to more than
one series of Debt Securities, the Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of all such series, considered as one
class, shall have the right to make such direction, and not the Holders of the
Debt Securities of any one of such series; and provided, further, that

     (a) such direction shall not be in conflict with any rule of law or with
this Indenture, and may not involve the Trustee in personal liability in
circumstances where indemnity would not in the Trustee's reasonable discretion
be adequate, and

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

     Before proceeding to exercise any right or power hereunder at the direction
of such Holders, the Trustee shall be entitled to receive from such Holders
reasonable security or indemnity, against the costs, expenses and liabilities
that might be incurred by it in compliance with any such direction.

Section 813.  Waiver of Past Defaults.

     The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
the Debt Securities of such series [and, in the case of any Debt Securities of a
series initially issued to a Trust, the holders of a majority in aggregate
Liquidation Amount of the Trust Preferred Securities issued by such Trust may on
behalf of the holders of all the Trust Preferred Securities issued by such
Trust,] waive any past default hereunder with respect to such series and its
consequences, except a default

     (a) in the payment of the principal of or premium, if any, or interest
(including Additional Interest), if any, on any Debt Security of such series, or

                                       50
<PAGE>

     (b) in respect of a covenant or provision hereof that under Section 1202
cannot be modified or amended without the consent of the Holder of each
Outstanding Debt Security of such series affected.

     Upon any such waiver, such default shall cease to exist, and any and all
Events 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 814.  Undertaking for Costs.

     The Company and the Trustee agree, and each Holder by his acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Debt Securities of all series in respect of
which such suit may be brought, considered as one class, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
or premium, if any, or interest (including Additional Interest), if any, on any
Debt Security on or after the Stated Maturity or Maturities expressed in such
Debt Security (or, in the case of redemption, on or after the Redemption Date).

Section 815.  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, that 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 IX

                                  THE TRUSTEE

Section 901.  Certain Duties and Responsibilities.

     (a) The Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee in the Trust
Indenture Act, and no implied covenants or obligations shall be read into this
Indenture against the Trustee.

                                       51
<PAGE>

     (b)  The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiving of all Events of Default that may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default of which the Trustee has
knowledge (as provided in Section 903(h) hereof) 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
such person's own affairs.

     (c)  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 prior to the occurrence of an
Event of Default and after the curing or waiving of all Events of Default that
may have occurred

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

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

     (d)  The Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith, in accordance with the direction of the
Holders of Debt Securities pursuant to Section 812, 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.

     (e)  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 it is not
reasonably assured of receiving (i) repayment of such funds or (ii) indemnity,
in an amount deemed adequate to the Trustee in its reasonable judgment, against
such risk or liability.

     (f)  Notwithstanding anything contained in this Indenture to the contrary,
the duties and responsibilities of the Trustee under this Indenture shall be
subject to the protections, exculpations and limitations on liability afforded
to the Trustee under the provisions of the Trust Indenture Act, including those
provisions of such Act deemed by such Act to be included herein.

     (g)  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.

                                       52
<PAGE>

Section 902.  Notice of Defaults.

     The Trustee shall give the Holders notice of any default hereunder with
respect to the Debt Securities of any series to the Holders of Debt Securities
of such series of which it has knowledge (within the meaning of Section 903(h)
hereof) in the manner and to the extent required to do so by the Trust Indenture
Act, unless such default shall have been cured or waived; provided, however,
that in the case of any default of the character specified in Section 801(d), no
such notice to Holders shall be given until at least 60 days after the
occurrence thereof.  For the purpose of this Section, the term "default" means
any event that is, or after notice or lapse of time, or both, would become, an
Event of Default.

Section 903.  Certain Rights of Trustee.

     Subject to the provisions of Section 901 and to the applicable provisions
of the Trust Indenture Act:

     (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, or as otherwise
expressly provided herein, 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 Officer's Certificate;

     (d) the Trustee may consult with counsel and the 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
Holder pursuant to this Indenture, unless such Holder shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or
direction;

     (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 (subject to applicable
legal requirements) be entitled to examine,

                                       53
<PAGE>

during normal business hours, 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 charged with knowledge of any default or Event
of Default with respect to the Debt Securities of any series for which it is
acting as Trustee unless either (1) a Responsible Officer of the Trustee shall
have knowledge of the default or Event of Default or (2) written notice of such
default or Event of Default shall have been given to the Trustee by the Company,
any other obligor on such Debt Securities or by any Holder of such Debt
Securities.

 Section 904.  Not Responsible for Recitals or Issuance of Debt Securities.

     The recitals contained herein and in the Debt Securities (except the
Trustee's certificates of authentication) shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes
responsibility for their correctness.  The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Debt Securities.
Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of Debt Securities or the proceeds thereof.

 Section 905.  May Hold Debt Securities.

     Each of the Trustee, any Authenticating Agent, any Paying Agent, any Debt
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Debt Securities and, subject
to Sections 908 and 913, may otherwise deal with the Company with the same
rights it would have if it were not the Trustee, Authenticating Agent, Paying
Agent, Debt Security Registrar or such other agent.

 Section 906.  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 investment of any money received by it hereunder
except as expressly provided herein or otherwise agreed with, and for the sole
benefit of, the Company.

 Section 907.  Compensation and Reimbursement.

     The Company shall

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

                                       54
<PAGE>

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

     (c) indemnify the Trustee and hold it harmless from and against any and all
losses, demands, claims, liabilities, causes of action or expenses (including
reasonable attorneys' fees and expenses) incurred by it arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder or the performance of its duties hereunder (including the reasonable
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, demand, claim, liability, cause
of action or expense may be attributable to its negligence, willful misconduct
or bad faith) and may assume the defense of the Trustee with counsel acceptable
to the Trustee, unless the Trustee shall have been advised by counsel that there
may be one or more legal defenses available to it that are different from or
additional to those available to the Company, in which case the Trustee may
engage separate counsel and the fees and expenses of such counsel shall be
assumed by the Company[; and

     (d) pay all debts and obligations (other than with respect to the Trust
Preferred Securities and the Trust Common Securities) and all reasonable costs
and expenses of any Trust to which Debt Securities are originally issued
(including without limitation all reasonable costs and expenses relating to the
organization of such Trust, the fees and expenses of the trustees and all costs
and expenses relating to the operation of such Trust) and to pay any and all
taxes, duties, assessments or governmental charges of whatever nature (other
than withholding taxes) imposed on such Trust by the United States, or any
taxing authority, so that the net amounts received and retained by such Trust
and its Property Trustee after paying such expenses that be equal to the amounts
such Trust and its Property Trustee would have received had no such costs or
expenses been incurred by or imposed on such Trust; provided that (i) the
foregoing obligations of the Company pursuant to this clause (d) are for the
benefit of, and shall be enforceable by, any person to whom any such debts,
obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or
not such Creditor has received notice thereof; (ii) any such Creditor may
enforce such obligations directly against the Company, and the Company
irrevocably waives any right or remedy to require that any such Creditor take
any action against such Trust or any other person before proceeding against the
Company; and (iii) the Company shall execute such additional agreements as may
be necessary or desirable to give full effect to the foregoing].

     As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Debt Securities upon
all property and funds held or collected by the Trustee as such other than
property and funds held in trust for the payment of principal, premium, if any,
and interest (including Additional Interest) on Debt Securities. "Trustee" for
purposes of this Section shall include any predecessor Trustee; provided,
however, that the negligence, willful misconduct or bad faith of any Trustee
hereunder shall not affect the rights of any other Trustee hereunder.

                                       55
<PAGE>

     When a Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 801(e) or Section 801(f), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

     The provisions of this Section shall survive termination of this Indenture.

Section 908.  Disqualification; Conflicting Interests.

     If the Trustee shall have or acquire any conflicting interest within the
meaning of the Trust Indenture Act, it shall either eliminate such conflicting
interest or resign to the extent, in the manner and with the effect, and subject
to the conditions, provided in the Trust Indenture Act and this Indenture. For
purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent
permitted thereby, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a Trustee under (i) this Indenture, with respect to
Debt Securities of more than one series, (ii) the Indenture (For Debt
Securities), dated as of February 15, 2001, or (iii) any other indenture to
which the Trustee and the Company are parties, if any. [Each Guarantee with
respect to a Trust shall be deemed to be sufficiently described in this
Indenture for the purposes of clause (i) of the first proviso contained in
Section 310(b) of the Trust Indenture Act.]

Section 909.  Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be

     (a)  a corporation organized and doing business under the laws of the
United States, any state or territory thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $100,000,000 and subject to supervision or
examination by federal or state authority, or

     (b)  if and to the extent permitted by the Commission by rule, regulation
or order upon application, a corporation or other Person organized and doing
business under the laws of a foreign government, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $100,000,000 or the Dollar equivalent of the applicable foreign currency
and subject to supervision or examination by authority of such foreign
government or a political subdivision thereof substantially equivalent to
supervision or examination applicable to United States institutional trustees,

     and, in either case, qualified and eligible under this Article and the
Trust Indenture Act. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee 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.

                                       56
<PAGE>

Section 910.  Resignation and Removal; Appointment of Successor.

     (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 911.

     (b)  The Trustee may resign at any time with respect to the Debt Securities
of one or more series by giving written notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 911 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Debt
Securities of such series.

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

     (d)  If at any time:

          (i)    the Trustee shall fail to comply with Section 908 after written
request therefor by the Company or by any Holder who has been a bona fide Holder
for at least six months, or

          (ii)   the Trustee shall cease to be eligible under Section 909 and
shall fail to resign after written request therefor by the Company or by any
such Holder, or

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

then, in any such case, (x) the Company by a Board Resolution may remove the
Trustee with respect to all Debt Securities or (y) subject to Section 814, any
Holder who has been a bona fide Holder for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Debt 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 (other than
as contemplated in clause (y) in subsection (d) of this Section), with respect
to the Debt Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Debt Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Debt Securities of
one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Debt Securities of any particular series) and shall
comply with the applicable requirements of Section 911.  If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Debt Securities of any series
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Debt Securities of

                                       57
<PAGE>

such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 911, become the successor
Trustee with respect to the Debt Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Debt Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 911, any Holder who has been a bona fide Holder of a Debt
Security of such series for at least six months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Debt Securities of such
series.

     (f)  So long as no event that is, or after notice or lapse of time, or
both, would become, an Event of Default shall have occurred and be continuing,
and except with respect to a Trustee appointed by Act of the Holders of a
majority in principal amount of the Outstanding Debt Securities pursuant to
subsection (e) of this Section, if the Company shall have delivered to the
Trustee (i) a Board Resolution appointing a successor Trustee, effective as of a
date specified therein, and (ii) an instrument of acceptance of such
appointment, effective as of such date, by such successor Trustee in accordance
with Section 911, the Trustee shall be deemed to have resigned as contemplated
in subsection (b) of this Section, the successor Trustee shall be deemed to have
been appointed by the Company pursuant to subsection (e) of this Section and
such appointment shall be deemed to have been accepted as contemplated in
Section 911, all as of such date, and all other provisions of this Section and
Section 911 shall be applicable to such resignation, appointment and acceptance
except to the extent inconsistent with this subsection (f).

     (g)  The Company or, should the Company fail so to act promptly, the
successor Trustee, at the expense of the Company, shall give notice of each
resignation and each removal of the Trustee with respect to the Debt Securities
of any series and each appointment of a successor Trustee with respect to the
Debt Securities of any series by mailing written notice of such event by first-
class mail, postage prepaid, to all Holders of Debt Securities of such series as
their names and addresses appear in the Debt Security Register. Each notice
shall include the name of the successor Trustee with respect to the Debt
Securities of such series and the address of its corporate trust office.

Section 911.  Acceptance of Appointment by Successor.

     (a)  In case of the appointment hereunder of a successor Trustee with
respect to the Debt Securities of all series, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of all sums owed to it, 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.

                                       58
<PAGE>

     (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Debt Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Debt
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
Debt 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 Debt 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 Debt 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 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 Debt 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, upon
payment of all sums owed to it, shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Debt Securities of that or those series to which the
appointment of such successor Trustee relates.

     (c)  Upon request of any such successor Trustee, the Company shall execute
any instruments that fully vest in and confirm to such successor Trustee all
such rights, powers and trusts referred to in subsection (a) or (b) of this
Section, as the case may be.

     (d)  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 912.  Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Debt 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 Debt Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Debt
Securities.

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Section 913.  Preferential Collection of Claims Against Company.

     If the Trustee shall be or become a creditor of the Company or any other
obligor upon the Debt Securities (other than by reason of a relationship
described in Section 311(b) of the Trust Indenture Act), the Trustee shall be
subject to any and all applicable provisions of the Trust Indenture Act
regarding the collection of claims against the Company or such other obligor.
For purposes of Section 311(b) of the Trust Indenture Act:

     (a)  the term "cash transaction" means any transaction in which full
payment for goods or securities sold is made within seven days after delivery of
the goods or securities in currency or in checks or other orders drawn upon
banks or bankers and payable upon demand;

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

 Section 914.  Co-trustees and Separate Trustees.

     At any time or times, for the purpose of meeting the legal requirements of
any applicable jurisdiction, the Company and the Trustee shall have power to
appoint, and, upon the written request of the Trustee or of the Holders of at
least 33% in principal amount of the Debt Securities then Outstanding, the
Company shall for such purpose join with the Trustee in the execution and
delivery of all instruments and agreements necessary or proper to appoint, one
or more Persons approved by the Trustee either to act as co-trustee, jointly
with the Trustee, or to act as separate trustee, in either case with such powers
as may be provided in the instrument of appointment, and to vest in such Person
or Persons, in the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to the other provisions of this Section.
If the Company does not join in such appointment within 15 days after the
receipt by it of a request so to do, or if an Event of Default shall have
occurred and be continuing, the Trustee alone shall have power to make such
appointment.

     Should any written instrument or instruments from the Company be required
by any co-trustee or separate trustee so appointed to more fully confirm to such
co-trustee or separate trustee such property, title, right or power, any and all
such instruments shall, on request, be executed, acknowledged and delivered by
the Company.

     Every co-trustee or separate trustee shall, to the extent permitted by law,
but to such extent only, be appointed subject to the following conditions:

     (a)  the Debt Securities shall be authenticated and delivered, and all
rights, powers, duties and obligations hereunder in respect of the custody of
securities, cash and other personal

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<PAGE>

property held by, or required to be deposited or pledged with, the Trustee
hereunder, shall be exercised solely, by the Trustee;

     (b)  the rights, powers, duties and obligations hereby conferred or imposed
upon the Trustee in respect of any property covered by such appointment shall be
conferred or imposed upon and exercised or performed either by the Trustee or by
the Trustee and such co-trustee or separate trustee jointly, as shall be
provided in the instrument appointing such co-trustee or separate trustee,
except to the extent that under any law of any jurisdiction in which any
particular act is to be performed, the Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee;

     (c)  the Trustee at any time, by an instrument in writing executed by it,
with the concurrence of the Company, may accept the resignation of or remove any
co-trustee or separate trustee appointed under this Section, and, if an Event of
Default shall have occurred and be continuing, the Trustee shall have power to
accept the resignation of, or remove, any such co-trustee or separate trustee
without the concurrence of the Company.  Upon the written request of the
Trustee, the Company shall join with the Trustee in the execution and delivery
of all instruments and agreements necessary or proper to effectuate such
resignation or removal.  A successor to any co-trustee or separate trustee so
resigned or removed may be appointed in the manner provided in this Section;

     (d)  no co-trustee or separate trustee hereunder shall be personally liable
by reason of any act or omission of the Trustee, or any other such trustee
hereunder and the Trustee shall have no liability, personally or in its capacity
as Trustee, for any act or omission of any co-trustee or separate trustee
hereunder; and

     (e)  any Act of Holders delivered to the Trustee shall be deemed to have
been delivered to each such co-trustee and separate trustee.

 Section 915.  Appointment of Authenticating Agent.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
the Debt Securities of one or more series, or any Tranche thereof, which shall
be authorized to act on behalf of the Trustee to authenticate Debt Securities of
such series or Tranche issued upon original issuance, exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and Debt
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Debt Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States, any state or territory thereof or the
District of Columbia or the Commonwealth of Puerto Rico, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by federal
or state authority. If

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<PAGE>

such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If
at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving 45 days written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

     The provisions of Sections 308, 904 and 905 shall be applicable to each
Authenticating Agent.

     If an appointment with respect to the Debt Securities of one or more
series, or any Tranche thereof, shall be made pursuant to this Section, the Debt
Securities of such series or Tranche may have endorsed thereon, in addition to
the Trustee's certificate of authentication, an alternate certificate of
authentication substantially in the following form:

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<PAGE>

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

Dated:___________________________

                                         By:  __________________________
                                              As Trustee

                                         By:  __________________________
                                              As Authenticating Agent

                                         By:  __________________________
                                              Authorized Signatory

     If all of the Debt Securities of a series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Debt Securities upon original issuance located in a Place of Payment where the
Company wishes to have Debt Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which
writing need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel), shall appoint, in accordance with this Section and in
accordance with such procedures as shall be acceptable to the Trustee, an
Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Debt Securities.

                                   ARTICLE X

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 1001. Lists of Holders.

     Semiannually, not later than _______________ and _______________ in each
year, commencing with the year 200_, and at such other times as the Trustee may
request in writing, the Company shall furnish or cause to be furnished to the
Trustee information as to the names and addresses of the Holders, and the
Trustee shall preserve such information and similar information received by it
in any other capacity and afford to the Holders access to information so
preserved by it, all to such extent, if any, and in such manner as shall be
required by the Trust Indenture Act; provided, however, that no such list need
be furnished so long as the Trustee shall be the Debt Security Registrar. Every
holder of Debt Securities by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders of Debt Securities
in accordance with Section 312 of the Trust Indenture Act, or any successor
section of such Act, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 312(b) of the Trust
Indenture Act, or any successor section of such Act.

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<PAGE>

Section 1002. Reports by Trustee and Company.

     Annually, not later than _______________ in each year, commencing
_______________, the Trustee shall transmit to the Holders, the Commission and
each securities exchange upon which any Debt Securities are listed, a report,
dated as of the next preceding _______________, with respect to any events and
other matters described in Section 313(a) of the Trust Indenture Act, in such
manner and to the extent required by the Trust Indenture Act. The Trustee shall
transmit to the Holders, the Commission and each securities exchange upon which
any Debt Securities are listed, and the Company shall file with the Trustee
(within 30 days after filing with the Commission in the case of reports that
pursuant to the Trust Indenture Act must be filed with the Commission and
furnished to the Trustee) and transmit to the Holders, such other information,
reports and other documents, if any, at such times and in such manner, as shall
be required by the Trust Indenture Act.

     The Company shall notify the Trustee of the listing of any Debt Securities
on any securities exchange. Delivery of such reports, information and documents
by the Company 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 Officer's
Certificates).

                                  ARTICLE XI

              CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

Section 1101. Company May Consolidate, Etc., Only on Certain Terms.

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

     (a)  the corporation formed by such consolidation or into which the Company
is merged or the Person that acquires by conveyance or transfer, or that leases,
the properties and assets of the Company substantially as an entirety shall be a
Person organized and existing under the laws of the United States, 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 satisfactory
to the Trustee, the due and punctual payment of the principal of, and premium,
if any, and interest (including Additional Interest), if any, on all Outstanding
Debt Securities and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed;

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

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<PAGE>

     (c)  the Company shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, or other transfer or lease and such supplemental indenture
comply with this Article and that all conditions precedent herein provided for
relating to such transactions have been complied with.

Section 1102. Successor Corporation Substituted.

     Upon any consolidation by the Company with or merger by the Company into
any other corporation or any conveyance, or other transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 1101, the successor corporation formed by such consolidation or
into which the Company is merged or the Person 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 Debt
Securities Outstanding hereunder.

                                  ARTICLE XII

                            SUPPLEMENTAL INDENTURES

Section 1201. Supplemental Indentures Without Consent of Holders.

     Without the consent of any Holders, the Company 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:

     (a)  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 Debt Securities, all as provided in Article XI; or

     (b)  to add one or more covenants of the Company or other provisions for
the benefit of all Holders or for the benefit of the Holders of, or to remain in
effect only so long as there shall be Outstanding Debt Securities of one or more
specified series, or one or more specified Tranches thereof, or to surrender any
right or power herein conferred upon the Company; or

     (c)  to add any additional Events of Default with respect to all or any
series of Debt Securities Outstanding hereunder; or

     (d)  to change or eliminate any provision of this Indenture or to add any
new provision to this Indenture; provided, however, that if such change,
elimination or addition shall adversely affect the interests of the Holders of
Debt Securities of any series or Tranche Outstanding on the date of such
indenture supplemental hereto in any material respect, such change, elimination
or addition shall become effective with respect to such series or Tranche only
pursuant to the provisions of Section 1202 hereof or when no Debt Security of
such series or Tranche remains Outstanding; or

     (e)  to provide collateral security for the Debt Securities; or

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<PAGE>

     (f)  to establish the form or terms of Debt Securities of any series or
Tranche as contemplated by Sections 201 and 301; or

     (g)  to provide for the authentication and delivery of bearer securities
and coupons appertaining thereto representing interest, if any, thereon and for
the procedures for the registration, exchange and replacement thereof and for
the giving of notice to, and the solicitation of the vote or consent of, the
holders thereof, and for any and all other matters incidental thereto; or

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

     (i)  to provide for the procedures required to permit the Company to
utilize, at its option, a non-certificated system of registration for all, or
any series or Tranche of, the Debt Securities; or to provide for the
authentication and delivery of bearer securities and coupons appertaining
thereto representing interest, if any, thereon and for the procedures for the
registration, exchange and replacement thereof and for the giving of notice to,
and the solicitation of the vote or consent of, the holders thereof, and for any
and all other matters incidental thereto; or

     (j)  to change any place or places where (1) the principal of and premium,
if any, and interest (including Additional Interest), if any, on all or any
series of Debt Securities, or any Tranche thereof, shall be payable, (2) all or
any series of Debt Securities, or any Tranche thereof, may be surrendered for
registration of transfer, (3) all or any series of Debt Securities, or any
Tranche thereof, may be surrendered for exchange and (4) notices and demands to
or upon the Company in respect of all or any series of Debt Securities, or any
Tranche thereof, and this Indenture may be served; or

     (k)  to cure any ambiguity or to correct or supplement any provision herein
that may be defective or inconsistent with any other provision herein; provided
that no such changes or additions shall adversely affect the interests of the
Holders of Debt Securities of any series or Tranche in any material respect[ or,
in the case of the Debt Securities of a series originally issued to a Trust and
for so long as any of the corresponding series of Trust Preferred Securities
issued by such Trust shall remain outstanding, the holders of such Trust
Preferred Securities].

     Without limiting the generality of the foregoing, if the Trust Indenture
Act as in effect at the date of the execution and delivery of this Indenture or
at any time thereafter shall be amended and

     (x)  if any such amendment shall require one or more changes to any
provisions hereof or the inclusion herein of any additional provisions, or shall
by operation of law be deemed to effect such changes or incorporate such
provisions by reference or otherwise, this Indenture shall be deemed to have
been amended so as to conform to such amendment to the Trust Indenture Act, and
the Company and the Trustee may, without the consent of any Holders,

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<PAGE>

enter into an indenture supplemental hereto to effect or evidence such changes
or additional provisions; or

     (y)  if any such amendment shall permit one or more changes to, or the
elimination of, any provisions hereof that, at the date of the execution and
delivery hereof or at any time thereafter, are required by the Trust Indenture
Act to be contained herein, this Indenture shall be deemed to have been amended
to effect such changes or elimination, and the Company and the Trustee may,
without the consent of any Holders, enter into an indenture supplemental hereto
to evidence such amendment hereof.

 Section 1202. Supplemental Indentures With Consent of Holders.

     With the consent of the Holders of not less than a majority in aggregate
principal amount of the Debt Securities of all series then Outstanding under
this Indenture, considered as one class, 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; provided, however, that if
there shall be Debt Securities of more than one series Outstanding hereunder and
if a proposed supplemental indenture shall directly affect the rights of the
Holders of Debt Securities of one or more, but less than all, of such series,
then the consent only of the Holders of a majority in aggregate principal amount
of the Outstanding Debt Securities of all series so directly affected,
considered as one class, shall be required; and provided, further, that if the
Debt Securities of any series shall have been issued in more than one Tranche
and if the proposed supplemental indenture shall directly affect the rights of
the Holders of Debt Securities of one or more, but less than all, of such
Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of all Tranches so directly
affected, considered as one class, shall be required; and provided, further,
that no such supplemental indenture shall:

     (a)  change the Stated Maturity of the principal of, or any installment of
principal of or interest (including Additional Interest) on [(except as provided
in Section 312 hereof)] any Debt Security, or reduce the principal amount
thereof or the rate of interest thereon (or the amount of any installment of
interest thereon) or change the method of calculating such rate or reduce any
premium payable upon the redemption thereof, or reduce the amount of the
principal of a Discount Debt Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 802, or
change the coin or currency (or other property), in which any Debt Security or
any premium or the interest (including any Additional Interest) thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity of any Debt Security (or, in the case of
redemption, on or after the Redemption Date), without, in any such case, the
consent of the Holder of such Debt Security, or

     (b)  reduce the percentage in principal amount of the Outstanding Debt
Securities of any series or any Tranche thereof, the consent of the Holders of
which is required for any such supplemental indenture, or the consent of the
Holders of which is required for any waiver of compliance with any provision of
this Indenture or of any default hereunder and its consequences, or reduce the
requirements of Section 1304 for quorum or voting, without, in any

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<PAGE>

such case, the consent of the Holders of each Outstanding Debt Security of such
series or Tranche, or

     (c)  modify any of the provisions of this Section, Section 607 or Section
813 with respect to the Debt Securities of any series, or any Tranche thereof
(except to increase the percentages in principal amount referred to in this
Section or such other Sections or to provide that other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Debt Security affected thereby); provided, however, that this clause
shall not be deemed to require the consent of any Holder with respect to changes
in the references to "the Trustee" and concomitant changes in this Section, or
the deletion of this proviso, in accordance with the requirements of Sections
911(b), 914 and 1201(h)[;

provided, further, that, in the case of the Debt Securities of a series
originally issued to a Trust, so long as any of the corresponding series of
Trust Preferred Securities issued by such Trust remains outstanding, (i) no such
amendment shall be made that adversely affects the holders of such Trust
Preferred Securities in any material respect, and no termination of this
Indenture shall occur, 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
such Trust Preferred Securities then outstanding unless and until the principal
of (and premium, if any, on) the Debt Securities of such series and all accrued
and (subject to Section 307) unpaid interest (including any Additional Interest)
thereon have been paid in full or provision therefor shall have been made in
accordance with Article VII, and (ii) no amendment shall be made to Section 808
of this Indenture that would impair the rights of the holders of Trust Preferred
Securities issued by a Trust provided therein without the prior consent of the
holders of each such Trust Preferred Security then outstanding unless and until
the principal of (and premium, if any, on) the Debt Securities of such series
and all accrued and (subject to Section 307) unpaid interest (including any
Additional Interest) thereon have been paid in full or provision therefor shall
have been made in accordance with Article VII.]

     A supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Debt Securities, or of one or more
Tranches thereof, [or any corresponding series of Trust Preferred Securities of
a Trust that holds the Debt Securities of any series, ]or that modifies the
rights of the Holders of Debt Securities of such series or Tranches [or holders
of such Trust Preferred Securities of such corresponding series ]with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Debt Securities of any other series or Tranche
[or holders of Trust Preferred Securities of any other such corresponding
series].

     Upon the request of the Company, accompanied by a copy of the Board
Resolution authorizing the execution of any such supplemental indenture,
compliance by the Company with Section 1203 hereof, and the filing with the
Trustee of evidence of the consent of the Holders of the Debt Securities
required hereunder with respect to the proposed supplemental indenture, the
Trustee shall join with the Company in the execution of such supplemental
indenture unless the supplemental indenture affects the Trustee's own rights,
duties or immunities under this

                                       68
<PAGE>

Indenture, or otherwise, in which case the Trustee may in its discretion but
shall not be obligated to enter into such supplemental indenture.

     It shall not be necessary for 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. A waiver by a
Holder of such Holder's right to consent under this Section shall be deemed to
be a consent of such Holder.

Section 1203. 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 provided, and
(subject to Section 901) shall be fully protected in relying upon an Officer's
Certificate and Opinion of Counsel, each stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.

Section 1204. 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 Debt Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.  Any supplemental indenture permitted by this
Article may restate this Indenture in its entirety, and, upon the execution and
delivery thereof, any such restatement shall supersede this Indenture as
theretofore in effect for all purposes.

Section 1205. Conformity With Trust Indenture Act.

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

 Section 1206. Reference in Debt Securities to Supplemental Indentures.

     Debt Securities of any series, or any Tranche thereof, authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture.  If the Company shall so determine, new Debt Securities of any
series, or any Tranche thereof, 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 Debt Securities of such series or Tranche.

Section 1207. Modification Without Supplemental Indenture.

     If the terms of any particular series of Debt Securities shall have been
established in a Board Resolution or an Officer's Certificate pursuant to a
Board Resolution as contemplated by Section 301, and not in an indenture
supplemental hereto, additions to, changes in or the elimination of any of such
terms may be effected by means of a supplemental Board Resolution

                                       69
<PAGE>

or Officer's Certificate, as the case may be, delivered to, and accepted by, the
Trustee; provided, however, that such supplemental Board Resolution or Officer's
Certificate shall not be accepted by the Trustee or otherwise be effective
unless all conditions set forth in this Indenture that would be required to be
satisfied if such additions, changes or elimination were contained in a
supplemental indenture shall have been appropriately satisfied. Upon the
acceptance thereof by the Trustee, any such supplemental Board Resolution or
Officer's Certificate shall be deemed to be a "supplemental indenture" for
purposes of Section 1204 and 1206.

                                 ARTICLE XIII

                  MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

Section 1301. Purposes for Which Meetings May be Called.

     A meeting of Holders of Debt Securities of one or more, or all, series, or
any Tranche or Tranches thereof, may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Debt Securities of such
series or Tranches.

Section 1302. Call, Notice and Place of Meetings.

     (a)  The Trustee may at any time call a meeting of Holders of Debt
Securities of one or more, or all, series, or any Tranche or Tranches thereof,
for any purpose specified in Section 1301, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, as the Trustee shall
determine, or, with the approval of the Company, at any other place.  Notice of
every such meeting, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

     (b)  If the Trustee shall have been requested to call a meeting of the
Holders of Debt Securities of one or more, or all, series, or any Tranche or
Tranches thereof, by the Company or by the Holders of at least 33% in aggregate
principal amount of all of such series and Tranches, considered as one class,
for any purpose specified in Section 1301, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have given the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Debt Securities
of such series and Tranches in the amount above specified, as the case may be,
may determine the time and the place in the Borough of Manhattan, The City of
New York, or in such other place as shall be determined or approved by the
Company, for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.

     (c)  Any meeting of Holders of Debt Securities of one or more, or all,
series, or any Tranche or Tranches thereof, shall be valid without notice if the
Holders of all Outstanding Debt Securities of such series or Tranches are
present in person or by proxy and if representatives of the Company and the
Trustee are present, or if notice is waived in writing before or after the

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meeting by the Holders of all Outstanding Debt Securities of such series, or by
such of them as are not present at the meeting in person or by proxy, and by the
Company and the Trustee.

Section 1303. Persons Entitled to Vote at Meetings.

     To be entitled to vote at any meeting of Holders of Debt Securities of one
or more, or all, series, or any Tranche or Tranches thereof, a Person shall be
(a) a Holder of one or more Outstanding Debt Securities of such series or
Tranches, or (b) a Person appointed by an instrument in writing as proxy for a
Holder or Holders of one or more Outstanding Debt Securities of such series or
Tranches by such Holder or Holders.  The only Persons who shall be entitled to
attend any meeting of Holders of Debt Securities of any series or Tranche shall
be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

Section 1304. Quorum; Action.

     The Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Debt Securities of the series and Tranches with respect to which
a meeting shall have been called as hereinbefore provided, considered as one
class, shall constitute a quorum for a meeting of Holders of Debt Securities of
such series and Tranches; provided, however, that if any action is to be taken
at such meeting that this Indenture expressly provides may be taken by the
Holders of a specified percentage, which is less than a majority, in principal
amount of the Outstanding Debt Securities of such series and Tranches,
considered as one class, the Persons entitled to vote such specified percentage
in principal amount of the Outstanding Debt Securities of such series and
Tranches, considered as one class, shall constitute a quorum.  In the absence of
a quorum within one hour of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Debt Securities of such series
and Tranches, be dissolved.  In any other case the meeting may be adjourned for
such period as may be determined by the chairman of the meeting prior to the
adjournment of such meeting.  In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for such period as may
be determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting.  Except as provided by Section 1305(e), notice of the
reconvening of any meeting adjourned for more than 30 days shall be given as
provided in Section 1302(a) not less than ten days prior to the date on which
the meeting is scheduled to be reconvened.  Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Debt Securities of such series and
Tranches that shall constitute a quorum.

     Except as limited by Section 1202, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may
be adopted only by the affirmative vote of the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of the series and
Tranches with respect to which such meeting shall have been called, considered
as one class; provided, however, that, except as so limited, any resolution with
respect to any action that this Indenture expressly provides may be taken by the
Holders of a specified percentage, which is less than a majority, in principal
amount of the Outstanding Debt Securities of such series and Tranches,
considered as one class, may be adopted at a meeting or an adjourned meeting
duly reconvened and at which a quorum is present as aforesaid by the

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affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Debt Securities of such series and Tranches, considered as
one class.

     Any resolution passed or decision taken at any meeting of Holders of Debt
Securities duly held in accordance with this Section shall be binding on all the
Holders of Debt Securities of the series and Tranches with respect to which such
meeting shall have been held, whether or not present or represented at the
meeting.

Section 1305. Attendance at Meetings; Determination of Voting Rights; Conduct
              and Adjournment of Meetings.

     (a)  Attendance at meetings of Holders of Debt Securities may be in person
or by proxy; and, to the extent permitted by law, any such proxy shall remain in
effect and be binding upon any future Holder of the Debt Securities with respect
to which it was given unless and until specifically revoked by the Holder or
future Holder of such Debt Securities before being voted.

     (b)  Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Debt Securities in regard to proof of the holding of such Debt
Securities and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of Debt
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104.
Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 104 or other proof.

     (c)  The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders as provided in Section 1302(b), in which case the Company
or the Holders of Debt Securities of the series and Tranches calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Debt Securities of all series and Tranches represented at the
meeting, considered as one class.

     (d)  At any meeting each Holder or proxy shall be entitled to one vote for
each $1 principal amount of Debt Securities held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Debt Security challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding.  The chairman of the meeting
shall have no right to vote, except as a Holder of a Debt Security or proxy.

     (e)  Any meeting duly called pursuant to Section 1302 at which a quorum is
present may be adjourned from time to time by Persons entitled to vote a
majority in aggregate principal amount of the Outstanding Debt Securities of all
series and Tranches represented at the meeting, considered as one class; and the
meeting may be held as so adjourned without further notice.

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Section 1306. Counting Votes and Recording Action of Meetings.

     The vote upon any resolution submitted to any meeting of Holders shall be
by written ballots on which shall be subscribed the signatures of the Holders or
of their representatives by proxy and the principal amounts and serial numbers
of the Outstanding Debt Securities, of the series and Tranches with respect to
which the meeting shall have been called, held or represented by them.  The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports of all votes cast at the meeting.  A record of the proceedings of each
meeting of Holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1302 and, if
applicable, Section 1304.  Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

Section 1307. Action Without Meeting.

     In lieu of a vote of Holders at a meeting as hereinbefore contemplated in
this Article, any request, demand, authorization, direction, notice, consent,
waiver or other action may be made, given or taken by Holders by written
instruments as provided in Section 104.

                                  ARTICLE XIV

        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 1401. Liability Solely Corporate.

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

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personal liability is hereby expressly waived and released as a condition of,
and as part of the consideration for, the execution of this Indenture and the
issuance of the Debt Securities.

                                  ARTICLE XV

                         [SUBORDINATION OF SECURITIES

Section 1501. Securities Subordinate to Senior Indebtedness.

     The Company, for itself, its successors and assigns, covenants and agrees,
and each Holder of the Debt Securities of each series, by its acceptance
thereof, likewise covenants and agrees, that the payment of the principal of and
premium, if any, and interest (including Additional Interest), if any, on each
and all of the Debt Securities is hereby expressly subordinated, to the extent
and in the manner set forth in this Article, in right of payment to the prior
payment in full of all Senior Indebtedness.

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

     Without limiting the generality of the foregoing, nothing contained in this
Article shall restrict the right of the Trustee or the Holders of Debt
Securities to take any action to declare the Debt Securities to be due and
payable prior to their stated maturity pursuant to Section 802 or to pursue any
rights or remedies hereunder; provided, however, that all Senior Indebtedness
then due and payable shall first be paid in full before the Holders of the Debt
Securities or the Trustee are entitled to receive any direct or indirect payment
from the Company of principal of, or premium, if any, or interest (including any
Additional Interest) on the Debt Securities.

Section 1502. Payment Over of Proceeds of Securities.

     In the event

     (a)  of any insolvency or bankruptcy proceedings or any receivership,
liquidation, reorganization or other similar proceedings in respect of the
Company or a substantial part of its property, or of any proceedings for
liquidation, dissolution or other winding up of the Company, whether or not
involving insolvency or bankruptcy, whether voluntary or involuntary or

     (b)  subject to the provisions of Section 1503, that (i) a default shall
have occurred with respect to the payment of principal of or interest (including
Additional Interest) on or other monetary amounts due and payable on any Senior
Indebtedness, or (ii) there shall have occurred a default (other than a default
in the payment of principal or interest (including Additional Interest) or other
monetary amounts due and payable) in respect of any Senior Indebtedness, as
defined therein or in the instrument under which the same is outstanding,
permitting the holder or holders thereof to accelerate the maturity thereof
(with notice or lapse of time, or both), and such default shall have continued
beyond the period of grace, if any, in respect thereof, and, in the cases of
subclauses (i) and (ii) of this clause (b), such default shall not have been
cured or waived or shall not have ceased to exist, or

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     (c)   that the principal of and accrued interest (including Additional
Interest) on the Debt Securities of any series shall have been declared due and
payable pursuant to Section 801 and such declaration shall not have been
rescinded and annulled as provided in Section 802,

then:

     (x)   the holders of all Senior Indebtedness shall first be entitled to
receive payment of the full amount due thereon, or provision shall be made for
such payment in money or money's worth, before the Holders of any of the Debt
Securities are entitled to receive a payment on account of the principal of or
interest (including any Additional Interest) on the indebtedness evidenced by
the Debt Securities, including, without limitation, any payments made pursuant
to Articles IV and V;

     (y)   any payment by, or distribution of assets of, the Company of any kind
or character, whether in cash, property or securities, to which any Holder or
the Trustee would be entitled except for the provisions of this Article, shall
be paid or delivered by the person making such payment or distribution, whether
a trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
directly to the holders of such 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 such
Senior Indebtedness held or represented by each, to the extent necessary to make
payment in full of all Senior Indebtedness remaining unpaid after giving effect
to any concurrent payment or distribution (or provision therefor) to the holders
of such Senior Indebtedness, before any payment or distribution is made to the
Holder of the indebtedness evidenced by the Debt Securities or to the Trustee
under this Indenture; and

     (z)   in the event that, notwithstanding the foregoing, any payment by, or
distribution of assets of, the Company of any kind or character, whether in
cash, property or securities, in respect of principal of or interest (including
Additional Interest) on the Debt Securities or in connection with any repurchase
by the Company of the Debt Securities, shall be received by the Trustee or any
Holder before all Senior Indebtedness is paid in full, to the extent required by
clause (x) of this Section 1502, or provision is made for such payment in money
or money's worth, such payment or distribution in respect of principal of or
interest (including Additional Interest) on the Debt Securities or in connection
with any repurchase by the Company of the Debt Securities shall be paid over to
the holders of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any such Senior Indebtedness may have been issued,
ratably as aforesaid, for application to the payment of all Senior Indebtedness
remaining unpaid until all such Senior Indebtedness shall have been paid in
full, after giving effect to any concurrent payment or distribution (or
provision therefor) to the holders of such Senior Indebtedness.

     Notwithstanding the foregoing, at any time after the 123/rd/ day following
the date of deposit of cash or Eligible Obligations pursuant to Section 701
(provided all conditions set out in such Section shall have been satisfied), the
funds so deposited and any interest (including Additional Interest) thereon will
not be subject to any rights of holders of Senior Indebtedness including,
without limitation, those arising under this Article; provided that no event
described in

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clauses (d) and (e) of Section 801 with respect to the Company has occurred
during such 123-day period.

     For purposes of this Article only, the words "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment that are subordinate in right of
payment to all Senior Indebtedness that may at the time be outstanding to the
same extent as, or to a greater extent than, the Debt Securities are so
subordinated as provided in this Article. The consolidation of the Company with,
or the merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article XI hereof shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 1502 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article XI
hereof.  Nothing in Section 1501 or in this Section 1502 shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 907.

Section 1503. Disputes with Holders of Certain Senior Indebtedness.

     Any failure by the Company to make any payment on or perform any other
obligation in respect of Senior Indebtedness, other than any indebtedness
incurred by the Company or assumed or guaranteed, directly or indirectly, by the
Company for money borrowed (or any deferral, renewal, extension or refunding
thereof) or any other obligation as to which the provisions of this Section
shall have been waived by the Company in the instrument or instruments by which
the Company incurred, assumed, guaranteed or otherwise created such indebtedness
or obligation, shall not be deemed a default under clause (b) of Section 1502 if
(i) the Company shall be disputing its obligation to make such payment or
perform such obligation and (ii) either (A) no final judgment relating to such
dispute shall have been issued against the Company that is in full force and
effect and is not subject to further review, including a judgment that has
become final by reason of the expiration of the time within which a party may
seek further appeal or review, or (B) in the event that a judgment that is
subject to further review or appeal has been issued, the Company shall in good
faith be prosecuting an appeal or other proceeding for review and a stay of
execution shall have been obtained pending such appeal or review.

Section 1504. Subrogation.

     Senior Indebtedness shall not be deemed to have been paid in full unless
the holders thereof shall have received cash (or securities or other property
satisfactory to such holders) in full payment of such Senior Indebtedness then
outstanding.  Upon the payment in full of all Senior Indebtedness, the Holders
of the Debt Securities shall be subrogated to the rights of the holders of
Senior Indebtedness to receive any further payments or distributions of cash,
property or securities of the Company applicable to the holders of the Senior
Indebtedness until all amounts owing on the Debt Securities shall be paid in
full; and such payments or distributions of cash, property or securities
received by the Holders of the Debt Securities, by reason of such subrogation,
which otherwise would be paid or distributed to the holders of such Senior

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Indebtedness shall, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders, be deemed to be a payment by the
Company to or on account of Senior Indebtedness, it being understood that the
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of
the Senior Indebtedness, on the other hand.

     If any payment or distribution to which the Holders of the Debt Securities
would otherwise have been entitled but for the provisions of this Article shall
have been applied, pursuant to the provisions of this Article, to the payment of
all amounts payable under Senior Indebtedness, then and in such case, the
Holders of the Debt Securities shall be entitled to receive from the holders of
such Senior Indebtedness any payments or distributions received by such holders
of Senior Indebtedness in excess of the amount required to make payment to the
extent required in Section 1502, or provision for such payment, of such Senior
Indebtedness.

Section 1505. Obligation of the Company Unconditional.

     Nothing contained in this Article or elsewhere in this Indenture or in the
Debt Securities is intended to or shall impair, as among the Company, its
creditors other than the holders of Senior Indebtedness and the Holders, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders the principal of and interest (including Additional Interest) on the
Debt Securities as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the
Holders and creditors of the Company other than the holders of Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or any
Holder [(or to the extent expressly provided herein, the holder of any Trust
Preferred Security)]from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.

     Upon any payment or distribution of assets or securities of the Company
referred to in this Article, the Trustee and the Holders shall be entitled to
rely upon any order or decree of a court of competent jurisdiction in which such
bankruptcy, dissolution, winding up, liquidation or reorganization proceedings
are pending or upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee agent or other person making such payment or distribution
delivered to the Trustee or to the Holders for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of the 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 1506. Priority of Senior Indebtedness Upon Maturity.

     Upon the maturity of the principal of any Senior Indebtedness by lapse of
time, acceleration or otherwise, all matured principal of Senior Indebtedness
and interest (including Additional Interest) and premium, if any, thereon shall
first be paid in full before any payment of principal or premium or interest
(including Additional Interest), if any, is made upon the Debt Securities or
before any Debt Securities can be acquired by the Company or any sinking fund

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payment is made with respect to the Debt Securities (except that required
sinking fund payments may be reduced by Debt Securities acquired before such
maturity of such Senior Indebtedness).

Section 1507. Trustee as Holder of Senior Indebtedness.

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

Section 1508. Notice to Trustee to Effectuate Subordination.

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company that would prohibit the making of any payment to or by the
Trustee in respect of the Debt Securities pursuant to the provisions of this
Article.  Notwithstanding the provisions of this Article or any other provision
of the Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of moneys
to or by the Trustee unless and until the Trustee shall have received written
notice thereof from the Company, from a Holder or from a holder of any Senior
Indebtedness or from any representative or representatives of such holder and,
prior to the receipt of any such written notice, the Trustee shall be entitled,
subject to Section 901, in all respects to assume that no such facts exist;
provided, however, that, if prior to the fifth Business Day preceding the date
upon which by the terms hereof any such moneys may become payable for any
purpose, or in the event of the execution of an instrument pursuant to Section
702 acknowledging satisfaction and discharge of this Indenture, then if prior to
the second Business Day preceding the date of such execution, the Trustee shall
not have received with respect to such moneys the notice provided for in this
Section, then, anything herein contained to the contrary notwithstanding, the
Trustee may, in its discretion, receive such moneys and/or apply the same to the
purpose for which they were received, and shall not be affected by any notice to
the contrary, that may be received by it on or after such date; provided,
however, that no such application shall affect the obligations under this
Article of the persons receiving such moneys from the Trustee.

Section 1509. Modification, Extension, etc. of Senior Indebtedness.

     The holders of Senior Indebtedness may, without affecting in any manner the
subordination of the payment of the principal of and premium, if any, and
interest (including Additional Interest), if any, on the Debt Securities, at any
time or from time to time and in their absolute discretion, agree with the
Company to change the manner, place or terms of payment, change or extend the
time of payment of, or renew or alter, any Senior Indebtedness, or amend or
supplement any instrument pursuant to which any Senior Indebtedness is issued,
or exercise or refrain from exercising any other of their rights under the
Senior Indebtedness including, without limitation, the waiver of default
thereunder, all without notice to or assent from the Holders or the Trustee.

Section 1510. Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and objectives as are
specifically set forth in this Article, and no implied covenants or obligations
with respect to the holders of Senior Indebtedness shall

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be read into this Indenture against the Trustee. The Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not
be liable to any such holders if it shall mistakenly pay over or deliver to the
Holders or the Company or any other Person, cash, property or securities to
which any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise.

Section 1511. Paying Agents Other than the Trustee.

     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 shall otherwise
require) be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article in addition to or in place of the Trustee; provided, however,
that Sections 1507, 1508 and 1510 shall not apply to the Company if it acts as
Paying Agent.

Section 1512. Rights of Holders of Senior Indebtedness Not Impaired.

     No right of any present or future holder of Senior Indebtedness to enforce
the subordination herein shall at any time or in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

Section 1513. This Article Not to Prevent Events of Default.

     The failure to make a payment on account of principal of, or premium, if
any, or interest (including Additional Interest) on the Debt Securities by
reason of any provision of this Article shall not be construed as preventing the
occurrence of an Event of Default specified in paragraph (a) or (b) of Section
801.

Section 1514. Effect of Subordination Provisions; Termination.

     Notwithstanding anything contained herein to the contrary, other than as
provided in the immediately succeeding sentence, all the provisions of this
Indenture shall be subject to the provisions of this Article, so far as the same
may be applicable thereto.

     Notwithstanding anything contained herein to the contrary, the provisions
of this Article XV shall be of no further effect, and the Debt Securities shall
no longer be subordinated in right of payment to the prior payment of Senior
Indebtedness, if the Company shall have delivered to the Trustee a notice to
such effect.  Any such notice delivered by the Company shall not be deemed to be
a supplemental indenture for purposes of Article XII.]

                             ____________________

     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.

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     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.

                                   PROGRESS ENERGY, INC.


                                   By:____________________________
                                   Name:__________________________
                                   Title:_________________________

[SEAL]

ATTEST:

____________________________
By:_________________________
Name:_______________________
Title:______________________


                      (Trustee's Signature Page Follows)

















<PAGE>

                              __________________________________, Trustee


                              By:______________________________________
                                       Authorized Representative

[SEAL]

ATTEST:

_________________________________
  Authorized Representative