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                                                                 Exhibit 4.5(a)
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                         J.P. MORGAN & CO. INCORPORATED

                                       AND

                  MANUFACTURERS HANOVER TRUST COMPANY, TRUSTEE



                                    INDENTURE





                           DATED AS OF AUGUST 15, 1982





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





================================================================================
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                             CROSS REFERENCE SHEET*

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

Between provisions of Trust Indenture Act of 1939 and Indenture to be
dated as of August 15, 1982 between J. P. MORGAN & CO. INCORPORATED and
MANUFACTURERS HANOVER TRUST COMPANY, Trustee:

Section of the Act                Section of Indenture
------------------                --------------------

310(a)(1) and (2)..................   6.9
310(a)(3) and (4)..................   Inapplicable
310(b).............................   6.8 and 6.10(a), (b) and (d)
310(c).............................   Inapplicable
311(a).............................   6.13(a) and (c)(1) and (2)
311(b).............................   6.13(b)
311(c).............................   Inapplicable
312(a).............................   4.1 and 4.2(a)
312(b).............................   4.2(b) and (b)(i) and (ii)
312(c).............................   4.2(c)
313(a).............................   4.4(a)(i), (ii), (iii), (iv), (v) and (vi)
313(b)(1)..........................   Inapplicable
313(b)(2)..........................   4.4
313(c).............................   4.4
313(d).............................   4.4
314(a).............................   4.3
314(b).............................   Inapplicable
314(c)(1) and (2)..................   11.5
314(c)(3)..........................   Inapplicable
314(d).............................   Inapplicable
314(e).............................   11.5
314(f).............................   Inapplicable
315(a), (c) and (d)................   6.1
315(b).............................   5.11
315(e).............................   5.12
316(a)(1)..........................   5.9
316(a)(2)..........................   Not required
316(a) (last sentence).............   7.4
316(b).............................   5.7
317(a).............................   5.2
317(b).............................   3.4(a) and (b)
318(a).............................   11.7



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* This Cross Reference sheet is not part of the Indenture.
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                                TABLE OF CONTENTS

                                                                            PAGE

PARTIES........................................................................1

RECITALS

      Authorization of Indenture...............................................1
      Compliance with Legal Requirements.......................................1
      Purpose of and Consideration for Indenture...............................1


                                   ARTICLE ONE

                                   DEFINITIONS

SECTION 1.1.   Certain Terms Defined...........................................1

                                   ARTICLE TWO

                                   SECURITIES

SECTION 2.1.   Forms Generally.................................................4
SECTION 2.2.   Form of Trustee's Certificate of Authentication.................4
SECTION 2.3.   Amount Unlimited; Issuable in Series............................5
SECTION 2.4.   Authentication and Delivery of Securities.......................6
SECTION 2.5.   Execution of Securities.........................................7
SECTION 2.6.   Certificate of Authentication...................................8
SECTION 2.7.   Denomination and Date of Securities; Payments of Interest.......8
SECTION 2.8.   Registration, Transfer and Exchange.............................8
SECTION 2.9.   Mutilated, Defaced, Destroyed, Lost and Stolen Securities.......9
SECTION 2.10.  Cancellation of Securities; Destruction Thereof................10
SECTION 2.11.  Temporary Securities...........................................10
SECTION 2.12.  Computation of Interest........................................11

                                  ARTICLE THREE

                             COVENANTS OF THE ISSUER

SECTION 3.1.   Payment of Principal and Interest..............................11
SECTION 3.2.   Offices for Payments, etc......................................11
SECTION 3.3.   Appointment to Fill a Vacancy in Office of Trustee.............12
SECTION 3.4.   Paying Agents..................................................12
SECTION 3.5.   Written Statement to Trustee...................................12


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                                                                            PAGE
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                                  ARTICLE FOUR

        SECURITYHOLDERS' LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

SECTION 4.1.   Issuer to Furnish Trustee Information as to Names and
                Addresses of Securityholders..................................13
SECTION 4.2.   Preservation and Disclosure of Securityholders' Lists..........13
SECTION 4.3.   Reports by the Issuer..........................................14
SECTION 4.4.   Reports by the Trustee.........................................15

                                  ARTICLE FIVE

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 5.1.   Event of Default Defined; Acceleration of Maturity;
                Waiver of Default.............................................16
SECTION 5.2.   Collection of Indebtedness by Trustee; Trustee May
                Prove Debt....................................................18
SECTION 5.3.   Application of Proceeds........................................20
SECTION 5.4.   Suits for Enforcement..........................................21
SECTION 5.5.   Restoration of Rights on Abandonment of Proceedings............21
SECTION 5.6.   Limitations on Suits by Securityholders........................22
SECTION 5.7.   Unconditional Right of Securityholders to Institute
                Certain Suits.................................................22
SECTION 5.8.   Powers and Remedies Cumulative; Delay or Omission Not
                Waiver of Default.............................................22
SECTION 5.9.   Control by Securityholders.....................................23
SECTION 5.10.  Waiver of Past Defaults........................................23
SECTION 5.11.  Trustee to Give Notice of Default, But May Withhold
                in Certain Circumstances......................................23
SECTION 5.12.  Right of Court to Require Filing of Undertaking to
                Pay Costs.....................................................24

                                   ARTICLE SIX

                             CONCERNING THE TRUSTEE

SECTION 6.1.   Duties and Responsibilities of the Trustee; During
                Default; Prior to Default.....................................24
SECTION 6.2.   Certain Rights of the Trustee..................................25
SECTION 6.3.   Trustee Not Responsible for Recitals, Disposition
                of Securities or Application of Proceeds Thereof..............26
SECTION 6.4.   Trustee and Agents May Hold Securities; Collections, etc.......27
SECTION 6.5.   Moneys Held by Trustee.........................................27
SECTION 6.6.   Compensation and Indemnification of Trustee and Its
                Prior Claim...................................................27
SECTION 6.7.   Right of Trustee to Rely on Officers' Certificate, etc.........27
SECTION 6.8.   Qualification of Trustee; Conflicting Interests................28
SECTION 6.9.   Persons Eligible for Appointment as Trustee....................32
SECTION 6.10.  Resignation and Removal; Appointment of Successor
                Trustee.......................................................33
SECTION 6.11.  Acceptance of Appointment by Successor Trustee.................34
SECTION 6.12.  Merger, Conversion, Consolidation or Succession to
                Business of Trustee...........................................35


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                                                                            PAGE
                                                                            ----

SECTION 6.13.  Preferential Collection of Claims Against the Issuer...........35

                                  ARTICLE SEVEN

                         CONCERNING THE SECURITYHOLDERS

SECTION 7.1.   Evidence of Action Taken by Securityholders....................39
SECTION 7.2.   Proof of Execution of Instruments and of Holding
                of Securities.................................................39
SECTION 7.3.   Holders to be Treated as Owners................................39
SECTION 7.4.   Securities Owned by Issuer Deemed Not Outstanding..............39
SECTION 7.5.   Right of Revocation of Action Taken............................40

                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

SECTION 8.1.   Supplemental Indentures Without Consent of
                Securityholders...............................................40
SECTION 8.2.   Supplemental Indentures With Consent of
                Securityholders...............................................41
SECTION 8.3.   Effect of Supplemental Indenture...............................42
SECTION 8.4.   Documents to Be Given to Trustee...............................43
SECTION 8.5.   Notation on Securities in Respect of Supplemental
                Indentures....................................................43

                                  ARTICLE NINE

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1.   Issuer May Consolidate, etc., on Certain Terms.................43
SECTION 9.2.   Successor Corporation to be Substituted........................43
SECTION 9.3.   Opinion of Counsel to Trustee..................................44

                                   ARTICLE TEN

           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.

SECTION 10.1.  Satisfaction and Discharge of Indenture........................44
SECTION 10.2.  Application by Trustee of Funds Deposited for
                Payment of Securities.........................................45
SECTION 10.3.  Repayment of Moneys Held by Paying Agent.......................45
SECTION 10.4.  Return of Moneys Held by Trustee and Paying Agent
                Unclaimed for Three Years.....................................45

                                 ARTICLE ELEVEN

                            MISCELLANEOUS PROVISIONS

SECTION 11.1.  Incorporators, Stockholders, Officers and
               Directors of Issuer Exempt from Individual Liability...........46
SECTION 11.2.  Provisions of Indenture for the Sole Benefit of
                Parties and Securityholders...................................46


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                                                                            PAGE
                                                                            ----

SECTION 11.3.  Successors and Assigns of Issuer Bound by Indenture............46
SECTION 11.4.  Notices and Demands on Issuer, Trustee and
                Securityholders...............................................46
SECTION 11.5.  Officers' Certificates and Opinions of Counsel;
                Statements to Be Contained Therein............................47
SECTION 11.6.  Payments Due on Saturdays, Sundays and Holidays................47
SECTION 11.7.  Conflict of Any Provision of Indenture with Trust
                Indenture Act of 1939.........................................47
SECTION 11.8.  New York Law to Govern.........................................48
SECTION 11.9.  Counterparts...................................................48
SECTION 11.10. Effect of Headings.............................................48
SECTION 11.11. Securities in Foreign Currencies...............................48

                                 ARTICLE TWELVE

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1.  Applicability of Article.......................................48
SECTION 12.2.  Notice of Redemption; Partial Redemptions......................48
SECTION 12.3.  Payment of Securities Called for Redemption....................49
SECTION 12.4.  Exclusion of Certain Securities from Eligibility for
                Selection for Redemption......................................50
SECTION 12.5.  Mandatory and Optional Sinking Funds...........................50


TESTIMONIUM...................................................................52

SIGNATURES....................................................................53

ACKNOWLEDGEMENTS..............................................................54


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            THIS INDENTURE, dated as of August 15, 1982 between J.P. MORGAN &
CO. INCORPORATED, a Delaware corporation (the "Issuer"), and MANUFACTURERS
HANOVER TRUST COMPANY, a New York corporation (the "Trustee"),

                              W I T N E S S E T H :

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

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

            NOW, THEREFORE:

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

                                  ARTICLE ONE

                                   DEFINITIONS

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

            "Board of Directors" means either the Board of Directors of the
Issuer or any committee of such Board duly authorized to act hereunder.
<PAGE>
            "Business Day" means, unless otherwise specified pursuant to Section
2.3, with respect to any Security, a day that in the city (or in any of the
cities, if more than one) in which amounts are payable, as specified in the form
of such Security, is not a day on which banking institutions are authorized or
required by law or regulation to close.

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

            "Corporate Trust Office" means the office of the Trustee at which
the corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at 600 Fifth Avenue, New York, New York 10020.

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

            "Holder", "holder of Securities", "Securityholder" or other similar
terms mean the registered holder of any Security.

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

            "interest" means where used with respect to non-interest bearing
securities, interest payable after maturity.

            "Issuer" means (except as otherwise provided in Article Six) J.P.
Morgan & Co. Incorporated, a Delaware corporation, and, subject to Article Nine,
its successors and assigns.

            "Officers' Certificate" means a certificate signed by the chairman
of the Board of Directors, the president, the chairman of the executive
committee, any vice chairman of the Board of Directors, or any vice president
and by the treasurer or any assistant treasurer, the secretary or any assistant
secretary of the Issuer and delivered to the Trustee. Each such certificate
shall include the statements provided for in Section 11.5.

            "Opinion of Counsel" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Issuer and who shall be
satisfactory to the Trustee. Each such opinion shall include the statements
provided for in Section 11.5, if and to the extent required hereby.

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


                                       2
<PAGE>
            "Original Issue Discount Security" means any 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 5.1.

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

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

            (b)   Securities, or portions thereof, for the payment or redemption
      of which moneys in the necessary amount shall have been deposited in trust
      with the Trustee or with any paying agent (other than the Issuer) or shall
      have been set aside, segregated and held in trust by the Issuer for the
      holders of such securities (if the Issuer shall act as its own paying
      agent), provided that if such Securities, or portions thereof, are to be
      redeemed prior to the maturity thereof, notice of such redemption shall
      have been given as herein provided, or provision satisfactory to the
      Trustee shall have been made for giving such notice; and

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

            In determining whether the Holders of the requisite principal amount
of Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 5.1.

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

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

            "Responsible Officer" when used with respect to the Trustee means
the chairman of the Board of Directors, any vice chairman of the Board of
Directors, the chairman of the trust committee, the chairman of the executive
committee, any vice chairman of the executive committee, the president, any vice
president, the cashier, the secretary, the treasurer, any trust officer, any
assistant trust officer, any assistant vice president, any assistant cashier,
any assistant secretary, any assistant treasurer, or any other officer or
assistant officer of the Trustee customarily performing functions similar to
those performed by the persons who at the time shall


                                       3
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be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the particular
subject.

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

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

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

            "vice president" when used with respect to the Issuer or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title of "vice president".
            "Yield to Maturity" means the yield to maturity on a series of
Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with accepted financial practice.

                                  ARTICLE TWO

                                   SECURITIES

            SECTION 2.1. Forms Generally. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to a resolution of the Board of Directors or in one
or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Indenture, as may be required to comply with any law or with any rules or
regulations pursuant thereto, or with any rules of any securities exchange or to
conform to general usage, all as may be determined by the officers executing
such Securities, as evidenced by their execution of the Securities.

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

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


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

                                    MANUFACTURERS HANOVER TRUST COMPANY,
                                     as Trustee


                                    By__________________________________
                                       Authorized Officer

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

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

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

            (2)   any limit upon the aggregate principal amount of the
      Securities of the series that may be authenticated and delivered under
      this Indenture (except for Securities authenticated and delivered upon
      registration of, transfer of, or in exchange for, or in lieu of, other
      Securities of the series pursuant to Section 2.8, 2.9, 2.11 or 12.3);

            (3)   the date or dates on which the principal of the Securities of
      the series is payable or the method by which such date or dates shall be
      determined;

            (4)   the rate or rates at which the Securities of the series shall
      bear interest, if any, or the method by which such rate or rates shall be
      determined, the date or dates from which such interest shall accrue, the
      interest payment dates on which such interest shall be payable and the
      record dates for the determination of Holders to whom interest is payable;

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

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

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


                                       5
<PAGE>
            (8)   if other than denominations of U.S. $1,000 and any multiple
      thereof, the denominations in which Securities of the series shall be
      issuable;

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

            (10)  any authenticating or paying agents, transfer agents or
      registrars or any other agents with respect to the Securities of such
      series;

            (11)  if other than such coin or currency of the United States of
      America as at the time of payment is legal tender for payment of public or
      private debts, the coin or currency in which payment of the principal of
      and interest, if any, on the Securities of that series shall be payable;

            (12)  if the principal of or interest, if any, on the Securities of
      that series are to be payable, at the election of the Issuer or a holder
      thereof, in a coin or currency other than that in which the Securities are
      stated to be payable, the period or periods within which, and the terms
      and conditions upon which, such election may be made;

            (13)  if the amount of payments of principal of or interest, if any,
      on the Securities of the series may be determined with reference to an
      index, formula or other method based on a coin or currency other than that
      in which the Securities are stated to be payable, the manner in which such
      amounts shall be determined; and

            (14)  any other terms of the series, including provisions for
      payment by wire transfers if any, or modifications of the definition of
      Business Day (which terms shall not be inconsistent with the provisions of
      this Indenture).

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

            SECTION 2.4. Authentication and Delivery of Securities. At any time
and from time to time after the execution and delivery of this Indenture, the
Issuer may deliver Securities of any series executed by the Issuer to the
Trustee for authentication. Except as otherwise provided in this Section, the
Trustee shall thereupon authenticate and deliver such Securities to or upon the
written order of the Issuer, signed by both (a) the chairman of its Board of
Directors, its president, or the chairman of its executive committee, any vice
chairman of its Board of Directors or any vice president and (b) by its
treasurer or any assistant treasurer, without any further action by the Issuer.
In authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon:

            (1)   a certified copy of any resolution or resolutions of the Board
      of Directors authorizing the action taken pursuant to the resolution or
      resolutions delivered under clause (2) below;


                                       6
<PAGE>
            (2)   a copy of any resolution or resolutions of the Board of
      Directors relating to such series, in each case certified by the Secretary
      or an Assistant Secretary of the Issuer;

            (3)   an executed supplemental indenture, if any;

            (4)   an Officers' Certificate setting forth the form and terms of
      the Securities as required pursuant to Sections 2.1 and 2.3, respectively
      and prepared in accordance with Section 11.5;

            (5)   an Opinion of Counsel, prepared in accordance with Section
      11.5, which shall state

                  (a)   that the form or forms and terms of such Securities have
            been established by or pursuant to a resolution of the Board of
            Directors or by a supplemental indenture as permitted by Sections
            2.1 and 2.3 in conformity with the provisions of this Indenture;

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

                  (c)   that all laws and requirements in respect of the
            execution and delivery by the Issuer of the Securities have been
            complied with; and

                  (d)   such other matters as the Trustee may reasonably
            request.

            The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken by the Issuer or
if the Trustee in good faith by its board of directors, executive committee, or
a trust committee of directors and/or Responsible Officers shall determine that
such action would expose the Trustee to personal liability to existing Holders.

            SECTION 2.5. Execution of Securities. The Securities shall be signed
on behalf of the Issuer by the chairman of its Board of Directors, its
president, or the chairman of its executive committee, any vice chairman of its
Board of Directors or any vice president under its corporate seal attested by
its secretary or any assistant secretary. Such signatures may be the manual or
facsimile signatures of the present or any future such officers. The seal of the
Issuer may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities. Typographical and other
minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any Security that
has been duly authenticated and delivered by the Trustee.

            In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be


                                       7
<PAGE>
such officer of the Issuer; and any Security may be signed on behalf of the
Issuer by such persons as, at the actual date of the execution of such Security,
shall be the proper officers of the Issuer, although at the date of the
execution and delivery of this Indenture any such person was not such an
officer.

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

            SECTION 2.7. Denomination and Date of Securities; Payments of
Interest. The Securities shall be issuable as registered securities without
coupons and in denominations as shall be specified as contemplated by Section
2.3. In the absence of any such specification with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of
U.S. $1,000 and any multiple thereof. The Securities shall be numbered,
lettered, or otherwise distinguished in such manner or in accordance with such
plan as the officers of the Issuer executing the same may determine as evidenced
by the execution and authentication thereof.

            Each Security shall be dated the date of its authentication, shall
bear interest, if any, from the date and shall be payable on the dates, in each
case, which shall be specified as contemplated by Section 2.3.

            The person in whose name any Security of any series is registered at
the close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be
paid to the persons in whose names outstanding Securities for such series are
registered at the close of business on a subsequent record date (which shall be
not less than ten business days prior to the date of payment of such defaulted
interest) established by notice given by mail by or on behalf of the Issuer to
the holders of Securities not less than 15 days preceding such subsequent record
date. The term "record date" as used with respect to any interest payment date
(except a date for payment of defaulted interest) shall mean the date specified
as such in the terms of the Securities of any particular series, or, if no such
date is so specified, if such interest payment date is the first day of a
calendar month, the fifteenth day of the next preceding calendar month or, if
such interest payment date is the fifteenth day of a calendar month, the first
day of such calendar month, whether or not such record date is a Business Day.

            SECTION 2.8. Registration, Transfer and Exchange. The Issuer will
keep at an office or agency to be maintained for the purpose as provided in
Section 3.2 a register or registers for each series of Securities issued
hereunder (collectively, the "Security register") in


                                       8
<PAGE>
which, subject to such reasonable regulations as it may prescribe, it will
register, and will register the transfer of, Securities as in this Article
provided. Such register shall be in written form or the English language or in
any other form capable of being converted into such form within a reasonable
time. At all reasonable times such register or registers shall be open for
inspection by the Trustee.

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

            Any Security or Securities of any series may be exchanged for a
Security or Securities of the same series in other authorized denominations, in
an equal aggregate principal amount. Securities of any series to be exchanged
shall be surrendered at an office or agency to be maintained by the Issuer for
the purpose as provided in Section 3.2, and the Issuer shall execute and the
Trustee shall authenticate and deliver in exchange therefor the Security or
Securities of the same series which the Securityholder making the exchange shall
be entitled to receive, bearing numbers not contemporaneously outstanding.

            All Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuer or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Issuer and the Trustee duly executed by,
the Holder or his attorney duly authorized in writing.

            The Issuer may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any exchange
or registration of transfer of Securities. No service charge shall be made for
any such transaction.

            The Issuer shall not be required to exchange or register a transfer
of (a) any Securities of any series for a period of 15 days next preceding the
first mailing of notice of redemption of Securities of such series to be
redeemed, or (b) any Securities selected, called or being called for redemption
except, in the case of any Security where public notice has been given that such
Security is to be redeemed in part, the portion thereof not so to be redeemed.

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

            SECTION 2.9. Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security shall become mutilated,
defaced or be destroyed, lost or stolen, the Issuer in its discretion may
execute, and upon the written request of any officer of the Issuer, the Trustee
shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substitute
Security shall furnish to the Issuer and to the Trustee and any agent of the
Issuer or the Trustee such security or indemnity as may be required by them to


                                       9
<PAGE>
indemnify and defend and to save each of them harmless and, in every case of
destruction, loss or theft, evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof.

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

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

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

            SECTION 2.11. Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as registered Securities without coupons, of any authorized
denomination, and substantially in the form of the definitive Securities of such
series but with such omissions,


                                       10
<PAGE>
insertions and variations as may be appropriate for temporary Securities, all as
may be determined by the Issuer with the concurrence of the Trustee. Temporary
Securities may contain such reference to any provisions of this Indenture as may
be appropriate. Every temporary Security shall be executed by the Issuer and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series may
be surrendered in exchange therefor without charge at the office or agency to be
maintained by the Issuer for that purpose pursuant to Section 3.2, and the
Trustee shall authenticate and deliver in exchange for such temporary Securities
of such series a like aggregate principal amount of definitive Securities of the
same series of authorized denominations. Until so exchanged, the temporary
Securities of any series shall be entitled to the same benefits under this
Indenture as definitive Securities of such series.

            SECTION 2.12. Computation of Interest. Except as otherwise specified
as contemplated by Section 2.3 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

                                 ARTICLE THREE

                             COVENANTS OF THE ISSUER

            SECTION 3.1. Payment of Principal and Interest. The Issuer covenants
and agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series at the place or places, at the respective times
and in the manner provided in such Securities. Each installment of interest on
the Securities of any series may be paid by mailing checks for such interest
payable to or upon the written order of the holders of Securities entitled
thereto as they shall appear on the registry books of the Issuer. If so provided
in the resolutions or supplemental indenture referred to in Section 2.3, payment
of principal of or interest on the Securities may be made by wire transfer of
funds in the manner set forth in such resolutions or supplemental indenture.

            SECTION 3.2. Offices for Payments, etc. So long as any of the
Securities remain outstanding, the Issuer will maintain in the Borough of
Manhattan, The City of New York, the following for each series: an office or
agency (a) where the Securities may be presented for payment, (b) where the
Securities may be presented for registration of transfer and for exchange as in
this Indenture provided and (c) where notices and demands to or upon the Issuer
in respect of the Securities or of this Indenture may be served. The Issuer will
give to the Trustee written notice of the location of any such office or agency
and of any change of location thereof. With respect to each series of Securities
whose terms are established pursuant to Section 2.3, the Issuer hereby
designates its office or agency specified in accordance with Section 2.3 as the
initial office to be maintained by it for each such purpose. In case the Issuer
shall fail to maintain any such office or agency or shall fail to give such
notice of the location or of any change in the location thereof, presentations
and demands may be made and notices may be served at the Corporate Trust Office.


                                       11
<PAGE>
            SECTION 3.3. Appointment to Fill a Vacancy in Office of Trustee. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee with respect to each series of Securities
hereunder.

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

            (a)   that it will hold all sums received by it as such agent for
      the payment of the principal of or interest on the Securities of such
      series (whether such sums have been paid to it by the Issuer or by any
      other obligor on the Securities of such series) in trust for the benefit
      of the holders of the Securities of such series or of the Trustee, and

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

            The Issuer will, prior to each due date of the principal of or
interest on the Securities of such series, deposit with the paying agent a sum
or sums in the required currencies sufficient to pay such principal or interest
so becoming due, and (unless such paying agent is the Trustee) the Issuer will
promptly notify the Trustee of any failure to take such action.

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

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

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

            SECTION 3.5. Written Statement to Trustee. The Issuer will deliver
to the Trustee on or before August 1 in each year (beginning with the August 1
next succeeding execution of the Indenture) a written statement, signed by two
of its officers (which need not comply with Section 11.5), stating that in the
course of the performance of their duties as officers of the Issuer they would
normally have knowledge of any default by the Issuer in the performance of any
covenants contained in this Indenture, stating whether or not they have
knowledge of any such default and, if so, specifying each such default of which
the signers have knowledge and the nature thereof.


                                       12
<PAGE>
                                  ARTICLE FOUR

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

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

            (a)   not more than 15 days after each record date for the payment
      of interest on such Securities, as hereinabove specified, as of such
      record date and on dates to be determined pursuant to Section 2.3 for
      non-interest bearing Securities in each year, and

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

provided that if and so long as the Trustee shall be the Security registrar for
such series, such list shall not be required to be furnished.

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

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

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

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


                                       13
<PAGE>
            If the Trustee shall elect not to afford to such applicants access
to such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Securities, as the
case may be, whose name and address appears in the information preserved at the
time by the Trustee in accordance with the provisions of subsection (a) of this
Section a copy of the form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission together with
a copy of the material to be mailed, a written statement to the effect that, in
the opinion of the Trustee, such mailing would be contrary to the best interests
of the holders of Securities of such series or all Securities, as the case may
be, or would be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the entry
of an order sustaining one or more of such objections, the Commission shall
find, after notice and opportunity for hearing, that all the objections so
sustained have been met, and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Securityholders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

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

            SECTION 4.3. Reports by the Issuer. The Issuer covenants:

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

            (b)   to file with the Trustee and the Commission, in accordance
      with rules and regulations prescribed from time to time by the Commission,
      such additional information, documents, and reports with respect to
      compliance by the Issuer with the conditions and


                                       14
<PAGE>
      covenants provided for in this Indenture as may be required from time to
      time by such rules and regulations; and

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

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

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

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

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

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

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

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

            (b)   The Trustee shall transmit to the Securityholders of each
      series, as provided in subsection (c) of this Section, a brief report with
      respect to the character and amount of any advances (and if the Trustee
      elects so to state, the circumstances surrounding the making thereof) made
      by the Trustee as such since the date of the last report transmitted
      pursuant to the


                                       15
<PAGE>
      provisions of subsection (a) of this Section (or if no such report has yet
      been so transmitted, since the date of this Indenture) for the
      reimbursement of which it claims or may claim a lien or charge prior to
      that of the Securities of such series on property or funds held or
      collected by it as Trustee and which it has not previously reported
      pursuant to this subsection (b), except that the Trustee shall not be
      required (but may elect) to report such advances if such advances
      remaining unpaid at any time aggregate 10% or less of the principal amount
      of Securities of such series outstanding at such time, such report to be
      transmitted within 90 days after such time.

            (c)   Reports pursuant to this Section shall be transmitted by mail
      to all registered holders of Securities, as the names and addresses of
      such holders appear upon the security register of the Issuer.

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

                                  ARTICLE FIVE

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

            SECTION 5.1. Event of Default Defined; Acceleration of Maturity;
Waiver of Default. "Event of Default" with respect to Securities of any series
wherever used herein, means each one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

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

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

            (d)   default in the performance, or breach, of any covenant or
      warranty of the Issuer in respect of the Securities of such series (other
      than a covenant or warranty in respect of the Securities of such series a
      default in whose performance or whose breach is elsewhere in this Section
      specifically dealt with), and continuance of such default or breach for a
      period of 90 days after there has been given, by registered or certified
      mail,


                                       16
<PAGE>
      to the Issuer by the Trustee or to the Issuer and the Trustee by the
      Holders of at least 25% in principal amount of the Outstanding 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; or

            (e)   a court having jurisdiction in the premises shall enter a
      decree or order for relief in respect of the Issuer in an involuntary case
      under any applicable bankruptcy, insolvency or other similar law now or
      hereafter in effect, or appointing a receiver, liquidator, assignee,
      custodian, trustee, sequestrator (or similar official) of the Issuer or
      for any substantial part of its property or ordering the winding up or
      liquidation of its affairs, and such decree or order shall remain unstayed
      and in effect for a period of 60 consecutive days; or

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

If an Event of Default described in clause (a), (b), (c) or (d) above (if the
Event of Default under clause (d) is with respect to less than all series of
Securities then Outstanding) occurs and is continuing, then, and in each and
every such case, unless the principal of all of the Securities of such series
shall have already become due and payable, either the Trustee or the holders of
not less than 25% in aggregate principal amount of the Securities of all series
affected thereby then Outstanding hereunder (each such series voting as a
separate class in the case of an Event of Default under clause (a), (b) or (c)
and all such series voting as one class in the case of an Event of Default under
clause (d)), by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all
Securities affected thereby and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become
immediately due and payable. If an Event of Default described in clause (d), (e)
or (f) above (if the Event of Default under clause (d) is with respect to all
the Securities at the time Outstanding) occurs and is continuing, then and in
each and every such case, unless the principal of all the Securities shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of all the Securities then Outstanding
hereunder (treated as one class), by notice in writing to the Issuer (and to the
Trustee if given by Securityholders), may declare the entire principal (or, if
any Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities then
outstanding and interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable.

            The foregoing provisions, however, are subject to the condition that
if, at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the Principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities
affected, or of all the Securities, as the case may be) shall have been so
declared due


                                       17
<PAGE>
and payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Issuer shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
instalments of interest upon all the Securities of such series (or of all the
Securities affected, or of all the Securities, as the case may be) and the
principal of any and all Securities of such series (or of all the Securities
affected, or of all the Securities, as the case may be) which shall have become
due otherwise than by acceleration (with interest upon such principal and,
extent that payment of such interest is enforceable under applicable law, on
overdue instalments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the securities of such series (or at the respective rates of interest or
Yields to Maturity of all the Securities affected or all the Securities, as the
case may be) to the date of such payment or deposit) and such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of negligence or bad faith, and
if any and all Events of Default under the Indenture, other than the non-payment
of the principal of Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein--then and
in every such case the holders of a majority in aggregate principal amount of
the Securities of such series (or of all the Securities affected, or of all the
Securities, as the case may be) then outstanding, by written notice to the
Issuer and to the Trustee, may waive all defaults with respect to such series
(or of all the Securities affected, or with respect to all Securities, as the
case may be--in such case, treated as a single class) and rescind and annul such
declaration and its consequences, but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

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

            SECTION 5.2. Collection of Indebtedness by Trustee; Trustee May
Prove Debt. The Issuer covenants that (a) in case the default shall be made in
the payment of any instalment of interest on any of the Securities of any series
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days or (b) in case default shall be made in
the payment of all or any part of the principal or any part of the Securities of
any series when the same shall have become due and payable, whether upon
maturity of the Securities of such series or upon any redemption or by
declaration or otherwise--then upon demand of the Trustee, the Issuer will pay
to the Trustee for the benefit of the Holders of the Securities of such series
the whole amount that then shall have become due and payable on all Securities
of such series for principal or interest, as the case may be (with interest to
the date of such payment upon the overdue principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
instalments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the


                                       18
<PAGE>
Securities of such series); and in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee and each predecessor Trustee, their
respective agents, attorneys and counsel, and any expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of its negligence or bad faith.

            Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of any series to the registered
holders, whether or not the principal of and interest, if any, on the Securities
of such series be overdue.

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

            In case there shall be pending proceedings relative to the Issuer or
any other obligor upon the Securities of any series under Title 11 of the United
States Code or any other applicable Federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to the
Issuer or other obligor upon the Securities of any series, or to the creditors
or property of the Issuer or such other obligor, the Trustee, irrespective of
whether the principal of any Securities of any series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section, shall be entitled and empowered, by intervention in such
proceedings or otherwise:

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

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


                                       19
<PAGE>
            (c)   to collect and receive any moneys or other property payable or
      deliverable on any such claims, and to distribute all amounts received
      with respect to the claims of the Securityholders and of the Trustee on
      their behalf; and any trustee, receiver, or liquidator, custodian or other
      similar official is hereby authorized by each of the Securityholders to
      make payments to the Trustee, and, in the event that the Trustee shall
      consent to the making of payments directly to the Securityholders, to pay
      to the Trustee such amounts as shall be sufficient to cover reasonable
      compensation to the Trustee, each predecessor Trustee and their respective
      agents, attorneys and counsel, and all other expenses and liabilities
      incurred, and all advances made, by the Trustee and each predecessor
      Trustee except as a result of negligence or bad faith, and all other
      amounts due the Trustee and each predecessor Trustee pursuant to Section
      6.6.

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

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

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

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

            FIRST: To the payment of costs and expenses applicable to such
      series in respect of which moneys have been collected, including
      reasonable compensation to the Trustee and each predecessor Trustee and
      their respective agents and attorneys and of all expenses and liabilities
      incurred, and all advances made, by the Trustee and each


                                       20
<PAGE>
      predecessor Trustee except as a result of negligence or bad faith, and all
      other amounts due to the Trustee or any predecessor Trustee pursuant to
      Section 6.6;

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

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

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

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

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


                                       21
<PAGE>
            SECTION 5.6. Limitations on Suits by Securityholders. No holder of
any Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder, unless such holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities of such series
then Outstanding shall have made written request upon the Trustee to institute
such action or proceedings in its own name as trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby and the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 5.9; it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security with every other
taker and Holder and the Trustee, that no one or more Holders of Securities of
any series shall have any right in any manner whatever by virtue or by availing
of any provision of this Indenture to affect, disturb or prejudice the rights of
any other Holder of Securities of that or any other series, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Securities of the applicable
series. For the protection and enforcement of the provisions of this Section,
each and every Securityholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.

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

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

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


                                       22
<PAGE>
            SECTION 5.9. Control by Securityholders. The Holders of a majority
in aggregate principal amount of the Securities of each series affected (with
each series voting as a separate class) at the time Outstanding shall have the
right to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee, being advised by counsel, shall determine
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith by its board of directors, the executive committee, or a
trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability or if the Trustee in good faith shall so determine that
the actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all series
so affected not joining in the giving of said direction, it being understood
that (subject to Section 6.1) the Trustee shall have no duty to ascertain
whether or not such actions or forebearances are unduly prejudicial to such
Holders.

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

            SECTION 5.10. Waiver of Past Defaults. Prior to the declaration of
the acceleration of the maturity of the Securities of any series as provided in
Section 5.1, the Solders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding may on behalf of the Holders
of all the Securities of such series waive any past default or Event of Default
described in clause (d) of Section 5.1 (if such default or Event of Default
under clause (d) is with respect to less than all the Securities then
Outstanding) or, in the case of an event specified in clause (d), (e) or (f) of
Section 5.1 (if such default or Event of Default under clause (d) is with
respect to all the Securities then Outstanding), the Holders of Securities of a
majority in principal amount of all the Securities then outstanding (voting as
one class) may waive any such default or Event of Default, and its consequences
except a default in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of the Holder of each Security affected.
In the case of any such waiver, the Issuer, the Trustee and the Holders of the
Securities of such series shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

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

            SECTION 5.11. Trustee to Give Notice of Default, But May Withhold in
Certain Circumstances. The Trustee shall transmit to the Securityholders of any
series, as the names and addresses of such Holders appear on the registry books,
notice by mail of all defaults which have


                                       23
<PAGE>
occurred with respect to such series known to the Trustee, such notice to be
transmitted within 90 days after the occurrence thereof, unless such defaults
shall have been cured before the giving of such notice (the term "default" or
"defaults" for the purposes of this Section being hereby defined to mean any
event or condition which is, or with notice or lapse of time or both would
become, an Event of Default); provided that, except in the case of default in
the payment of the principal of or interest on any of the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee, or a trust committee of
directors or trustees and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders of such series.

            SECTION 5.12. Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series (or, in the case of
any suit relating to or arising under clause (d) (if the suit under clause (d)
relates to all the Securities then Outstanding), (e) or (f) of Section 5.1, 10%
in aggregate principal amount of all Securities) Outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of or interest on any Security on or after the due date expressed in
such Security.

                                  ARTICLE SIX.

                             CONCERNING THE TRUSTEE

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

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


                                       24
<PAGE>
            (a)   prior to the occurrence of an Event of Default with respect to
      the Securities of any series and after the curing or waiving of all such
      Events of Default with respect to such series which may have occurred:

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

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

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

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

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

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

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

            (b)   any request, direction, order or demand of the Issuer
      mentioned herein shall be sufficiently evidenced by an Officers'
      Certificate (unless other evidence in respect thereof be herein
      specifically prescribed); and any resolution of the Board of


                                       25
<PAGE>
      Directors may be evidenced to the Trustee by a copy thereof certified by
      the secretary or an assistant secretary of the Issuer;

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

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

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

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

            (g)   the Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys not regularly in its employ and the Trustee shall not be
      responsible for any misconduct or negligence on the part of any such agent
      or attorney appointed with due care by it hereunder.

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


                                       26
<PAGE>
            SECTION 6.4. Trustee and Agents May Hold Securities; Collections,
etc. The Trustee or any agent of the Issuer or the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and, subject to
Sections 6.8 and 6.13, if operative, may otherwise deal with the Issuer and
receive, collect, hold and retain collections from the Issuer with the same
rights it would have if it were not the Trustee or such agent.

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

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

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


                                       27
<PAGE>
            SECTION 6.8. Qualification of Trustee; Conflicting Interests. (a) If
the Trustee has or shall acquire any conflicting interest, as defined in this
Section, it shall, within 90 days after ascertaining that it has such
conflicting interest, either eliminate such conflicting interest or resign in
the manner and with the effect specified in this Indenture.

            (b)   In the event that the Trustee shall fail to comply with the
provisions of subsection (a) of this Section, the Trustee shall, within 10 days
after the expiration of such 90 day period, transmit by mail notice of such
failure to the Securityholders at their last addresses as they appear on the
Security register.

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

            (i)   the Trustee is trustee under this Indenture with respect to
      the outstanding Securities of any other series or is a trustee under
      another indenture under which any other securities, or certificates of
      interest or participation in any other securities, of the Issuer are
      outstanding, unless such other indenture is a collateral trust indenture
      under which the only collateral consists of Securities issued under this
      Indenture; provided that there shall be excluded from the operation of
      this paragraph the indenture dated as of June 16, 1972 between J.P. Morgan
      Overseas Capital Corporation and J.P. Morgan & Co. Incorporated, as
      Guarantor and the Trustee, under which the 4 1/4% Convertible Guaranteed
      Debentures Due 1987 of J.P. Morgan Overseas Capital Corporation,
      guaranteed as to principal and interest by the Issuer, are outstanding and
      this Indenture with respect to the Securities of any other series and
      there shall also be so excluded any other indenture or indentures under
      which other securities, or certificates of interest or participation in
      other securities, of the Issuer are outstanding if (i) this Indenture,
      with respect to Securities of such series, and, if applicable, this
      Indenture with respect to such other series issued pursuant to this
      Indenture and such other indenture or indentures are wholly unsecured, and
      such other indenture or indentures are hereafter qualified under the Trust
      Indenture Act of 1939, unless the Commission shall have found and declared
      by order pursuant to Section 305(b) or Section 307(c) of such Trust
      Indenture Act of 1939 that differences exist between the provisions of
      this Indenture with respect to Securities of such series and one or more
      other series, or the provisions of this Indenture and the provisions of
      such other indenture or indentures which are so likely to involve a
      material conflict of interest as to make it necessary in the public
      interest or for the protection of investors to disqualify the Trustee from
      acting as such under this Indenture with respect to Securities of such
      series and such other series, or under this Indenture or such other
      indenture or indentures, or (ii) the Issuer shall have sustained the
      burden of proving, on application to the Commission and after opportunity
      for hearing thereon, that trusteeship under this Indenture with respect to
      Securities of such series and such other series, or under this Indenture
      and such other indenture or indentures is not so likely to involve a
      material conflict of interest as to make it necessary in the public
      interest or for the protection of investors to disqualify the Trustee from
      acting as such under this Indenture with respect to Securities of such
      series and such other series, or under this Indenture and such other
      indentures;


                                       28
<PAGE>
            (ii)  the Trustee or any of its directors or executive officers is
      an obligor upon the Securities of any series issued under this Indenture
      or an underwriter for the Issuer;

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

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

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

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

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

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

            (ix)  the Trustee owns on May 15 in any calendar year, in the
      capacity of executor, administrator, testamentary or inter vivos trustee,
      guardian, committee or conservator, or in any other similar capacity, an
      aggregate of 25% or more of the voting securities, or of any class of
      security, of any person, the beneficial ownership of a


                                       29
<PAGE>
      specified percentage of which would have constituted a conflicting
      interest under Section 6.8(c)(vi), (vii) or (viii). As to any such
      securities of which the Trustee acquired ownership through becoming
      executor, administrator, or testamentary trustee of an estate which
      included them, the provisions of the preceding sentence shall not apply,
      for a period of two years from the date of such acquisition, to the extent
      that such securities included in such estate do not exceed 25% of such
      voting securities or 25% of any such class of security. Promptly after May
      15 in each calendar year, the Trustee shall make a check of its holdings
      of such securities in any of the above-mentioned capacities as of such May
      15. If the Issuer fails to make payment in full of principal of or
      interest on any of the Securities when and as the same becomes due and
      payable, and such failure continues for 30 days thereafter, the Trustee
      shall make a prompt check of its holdings of such securities in any of the
      above-mentioned capacities as of the date of the expiration of such 30-day
      period, and after such date, notwithstanding the foregoing provisions of
      this paragraph, all such securities so held by the Trustee, with sole or
      joint control over such securities vested in it, shall, but only so long
      as such failure shall continue, be considered as though beneficially owned
      by the Trustee for the purposes of subsections (c)(vi), (vii) and (viii)
      of this Section.

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

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

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

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

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

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


                                       30
<PAGE>
certificate of interest or participation in, temporary or interim certificate
for, receipt for, guarantee of, or warrant or right to subscribe to or purchase,
any of the foregoing.

            (d)   For purposes of this Section:

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

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

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

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

            (v)   the term "Issuer" shall mean any obligor upon the Securities;
      and

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

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

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


                                       31
<PAGE>
            (ii)  a specified percentage of a class of securities of a person
      means such percentage of the aggregate amount of securities of the class
      outstanding;

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

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

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

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

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

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

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

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

            SECTION 6.9. Persons Eligible for Appointment as Trustee. The
Trustee for each series of Securities hereunder shall not all times be a
corporation organized and doing business under the laws of the United States of
America or of any state or the District of Columbia having a combined capital
and surplus of at least $5,000,000, and which is authorized under such laws to
exercise corporate trust powers and is subject to supervision or examination by
Federal, State or District of Columbia authority. Such corporation shall have
its principal place of business in the Borough of Manhattan, The City of New
York, if there be such a corporation in such location willing to act upon
reasonable and customary terms and conditions. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any


                                       32
<PAGE>
time the Trustee shall cease to be eligible in accordance with the provisions of
this Section, the Trustee shall resign immediately in the manner and with the
effect specified in Section 6.10.

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

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

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

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

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

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


                                       33
<PAGE>
            (c)   The holders of a majority in aggregate principal amount of the
Securities of each series at the time outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 7.1 of the action in that regard taken by the
Securityholders.

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

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

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

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

            Upon acceptance of appointment by any successor trustee as provided
in this Section, the Issuer shall mail notice thereof by first-class mail to the
Holders of Securities of any


                                       34
<PAGE>
series for which such successor trustee is acting as trustee at their last
addresses as they shall appear in the Security register. If the acceptance of
appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 6.10. If the Issuer fails to mail such notice within ten
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Issuer.

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

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

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

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

            (2)   all property received by the Trustee in respect of any claim
      as such creditor, either as security therefor, or in satisfaction or
      composition thereof, or otherwise, after the beginning of such four
      months' period, or an amount equal to the


                                       35
<PAGE>
      proceeds of any such property, if disposed of, subject, however, to the
      rights, if any, of the Issuer and its other creditors in such property or
      such proceeds.

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

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

                  (B)   to realize, for its own account, upon any property held
            by it as security for any such claim, if such property was so held
            prior to the beginning of such four months' period;

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

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

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

            If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
between the Trustee, the Securityholders and the holders of other indenture
securities in such manner that the Trustee, such Securityholders, and the
holders of other indenture securities realize, as a result of payments from such
special account and payments of dividends on claims filed against the Issuer in
bankruptcy or receivership or in proceedings for reorganization pursuant to
Title 11 of the United States Code or applicable State law, the same percentage
of their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the


                                       36
<PAGE>
Issuer of the funds and property in such special account and before crediting to
the respective claims of the Trustee, such Securityholders and the holders of
other indenture securities dividends on claims filed against the Issuer in
bankruptcy or receivership or in proceedings for reorganization pursuant to
Title 11 of the United States Code or applicable State law, but after crediting
thereon receipts on account of the indebtedness represented by their respective
claims from all sources other than from such dividends and from the funds and
property so held in such special account. As used in this paragraph, with
respect to any claim, the term "dividends" shall include any distribution with
respect to such claim, in bankruptcy or receivership or in proceedings for
reorganization pursuant to Title 11 of the United States Code or applicable
State law, whether such distribution is made in cash, securities or other
property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim. The court in which such bankruptcy,
receivership or proceeding for reorganization is pending shall have jurisdiction
(i) to apportion between the Trustee, such Securityholders and the holders of
other indenture securities, in accordance with the provisions of this paragraph,
the funds and property held in such special account and the proceeds thereof, or
(ii) in lieu of such apportionment, in whole or in part, to give to the
provisions of this paragraph due consideration in determining the fairness of
the distributions to be made to the Trustee, such Securityholders and the
holders of other indenture securities with respect to their respective claims,
in which event it shall not be necessary to liquidate or to appraise the value
of any securities or other property held in such special account or as security
for any such claim, or to make a specific allocation of such distributions as
between the secured and unsecured portions of such claims, or otherwise to apply
the provisions of this paragraph as a mathematical formula.

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

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

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

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

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

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


                                       37
<PAGE>
      surrounding the making thereof is given to the Securityholders at the time
      and in the manner provided in this Indenture;

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

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

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

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

            (c)   As used in this Section:

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

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

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

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

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


                                       38
<PAGE>
                                 ARTICLE SEVEN

                         CONCERNING THE SECURITYHOLDERS

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

            SECTION 7.2. Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.1 and 6.2, the execution of any instrument by
a Securityholder or his agent or proxy may be proved in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee. The holding of Securities shall
be proved by the Security register or by a certificate of the registrar thereof.

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

            SECTION 7.4. Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver
only Securities which the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Issuer or any other obligor upon the Securities or any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the Securities. In case
of a


                                       39
<PAGE>
dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known by
the Issuer to be owned or held by or for the account of any of the
above-described persons; and, subject to Sections 6.1 and 6.2, the Trustee shall
be entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination.

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

                                 ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

            SECTION 8.1. Supplemental Indentures Without Consent of
Securityholders. The Issuer, when authorized by a resolution of its Board of
Directors, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of the
execution thereof) for one or more of the following purposes:

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

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

            (c)   to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as its Board of Directors and the Trustee
shall consider to be for the protection of the Holders of Securities, and to
make the occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions, conditions or provisions


                                       40
<PAGE>
an Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture as herein set forth; provided, that in
respect of any such additional covenant, restriction, condition or provision
such supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such an Event
of Default or may limit the remedies available to the Trustee upon such an Event
of Default or may limit the right of the Holders of a majority in aggregate
principal amount of the Securities of affected series to waive such an Event of
Default;

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

            (e)   to provide for the issuance under this Indenture of Securities
in coupon form (including Securities registrable as to principal only) and to
provide for exchangeability of such Securities with Securities issued hereunder
in fully registered form, and to make all appropriate changes for such purpose;

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

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

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

            Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the
Securities at the time outstanding, notwithstanding any of the provisions of
Section 8.2.

            SECTION 8.2. Supplemental Indentures With Consent of
Securityholders. With the consent (evidenced as provided in Article Seven) of
the Holders of not less than 66 2/3% in aggregate principal amount of the
Securities at the time outstanding of all series affected by such supplemental
indenture (voting as one class), the Issuer, when authorized by a resolution of
its Board of Directors, and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust


                                       41
<PAGE>
Indenture Act of 1939 as in force at the date of execution thereof) for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of each such
series; provided, that no such supplemental indenture shall (a) extend the final
maturity of any Security, or reduce the principal amount thereof or the method
in which amounts of payments of principal or interest thereon are determined, or
reduce the rate or extend the time of payment of interest thereon, or change the
currency of payment thereof, or the method in which amounts of payments of
principal or interest thereon are determined, or reduce any amount payable on
redemption thereof or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 5.1 or the amount thereof provable in
bankruptcy pursuant to Section 5.2, or impair or affect the right of any
Securityholder to institute suit for the payment thereof or, if the Securities
provide therefor, any right of repayment at the option of the Securityholder
without the consent of the Holder of each Security so affected, or (b) reduce
the aforesaid percentage of Securities of any series, the consent of the Holders
of which is required for any such supplemental indenture, without the consent of
the Holders of each Security so affected. A supplemental indenture which changes
or eliminates any covenant or other provision of this Indenture which has
expressly been included solely for the benefit of one or more particular series
of Securities or which modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision shall be deemed not to
affect the rights under this Indenture of the Holder of any other series.

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

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

            Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Issuer
shall mail a notice thereof by first-class mail to the Holders of Securities of
each series affected thereby at their addresses as they shall appear on the
registry books of the Issuer, setting forth in general terms the substance of
such supplemental indenture. Any failure of the Issuer to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture.

            SECTION 8.3. Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby shall thereafter be determined, exercised and


                                       42
<PAGE>
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

            SECTION 8.4. Documents to Be Given to Trustee. The Trustee, subject
to the provisions of Sections 6.1 and 6.2, may receive an Officers' Certificate
and an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article 8 complies with the applicable provisions of
this Indenture.

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

                                  ARTICLE NINE

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

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

            SECTION 9.2. Successor Corporation to be Substituted. In case of any
such consolidation, merger, sale or conveyance, other than a conveyance by way
of lease, and upon any such assumption by the successor corporation, such
successor corporation shall succeed to and be substituted for the Issuer, with
the same effect as if it had been named herein as the Issuer, and the Issuer
shall thereupon be released from all obligations hereunder and under the
Securities and the Issuer as the predecessor corporation may thereupon or at any
time thereafter be dissolved, wound up or liquidated. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of J. P. Morgan & Co. Incorporated any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the Issuer and
delivered to the Trustee; and, upon the order of such successor corporation
instead


                                       43
<PAGE>
of the Issuer and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers
of the Issuer to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All of the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

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

            SECTION 9.3. Opinion of Counsel to Trustee. The Trustee, subject to
the provisions of Sections 6.1 and 6.2, may receive an Opinion of Counsel,
prepared in accordance with Section 11.5, as conclusive evidence that any such
consolidation, merger, sale or conveyance, and any such assumption complies with
the applicable provisions of Article Nine.

                                  ARTICLE TEN

           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.

            SECTION 10.1. Satisfaction and Discharge of Indenture. If at any
time (a) the Issuer shall have paid or caused to be paid the principal of and
interest on all the Securities theretofore authenticated hereunder (other than
Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.9 and other than Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by any paying agent and thereafter repaid to the Issuer or discharged from
such trust, as provided in Section 10.4), as and when the same shall have become
due and payable, or (b) the Issuer shall have delivered to the Trustee for
cancellation, all Securities of any series theretofore authenticated (other than
any Securities of such series which shall have been destroyed, lost or stolen
and which shall have been replaced or paid as provided in Section 2.9) or (c)
(i) all the Securities of any series not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to
be deposited with the Trustee as trust funds the entire amount in cash (other
than moneys repaid by the Trustee or any paying agent to the Issuer in
accordance with Section 10.4) sufficient to pay at maturity or upon redemption
all Securities of such series not theretofore delivered to the Trustee for
cancellation, including principal and interest due or to become due to such date
of maturity as the case may be, and if, in any such case, the Issuer shall also
pay or cause to be paid all other sums payable hereunder by the Issuer with
respect to Securities of such series, then this Indenture shall cease to be of
further effect with respect to Securities of such series (except as to (i)
rights of registration of transfer and exchange, and the Issuer's right of
optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Securities, (iii) rights of holders to receive payments of principal
thereof and interest thereon, and remaining rights of the holders to


                                       44
<PAGE>
receive mandatory sinking fund payments, if any, (iv) the rights, obligations
and immunities of the Trustee hereunder and (v) the rights of the
Securityholders, of such series as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them), and the
Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an
Opinion of Counsel and at the cost and expense of the Issuer, shall execute
proper instruments acknowledging such satisfaction of and discharging this
Indenture with respect to such series; provided, that the rights of holders of
the Securities to receive amounts in respect of principal of and interest on the
Securities held by them shall not be delayed longer than required by then
applicable mandatory rules or policies of any securities exchange upon which the
Securities are listed. The Issuer agrees to reimburse the Trustee for any costs
or expenses thereafter reasonably and properly incurred and to compensate the
Trustee for any services thereafter reasonably and properly rendered by the
Trustee in connection with this Indenture or the Securities of such series.

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

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

            SECTION 10.4. Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Three Years. Any moneys deposited with or paid to the Trustee or
any paying agent for the payment of the principal of or interest on any Security
of any series and not applied but remaining unclaimed for three years after the
date upon which such principal or interest shall have become due and payable,
shall, upon the written request of the Issuer and unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
law, be repaid to the Issuer by the Trustee for such series or such paying
agent, and the Holder of the Security of such series shall, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property laws, thereafter look only to the Issuer for any payment which such
Holder may be entitled to collect, and all liability of the Trustee or any
paying agent with respect to such moneys shall thereupon cease; provided, the
Trustee or such paying agent, before being required to make any such repayment,
may at the Issuer's expense cause to be mailed to all Holders of the Securities
of such series at their addresses as set forth in the Security register notice
that such moneys have not been so applied and that after a date named in such
notice any unclaimed balance of such moneys then remaining will be returned to
the Issuer.


                                       45
<PAGE>
                                 ARTICLE ELEVEN

                            MISCELLANEOUS PROVISIONS

            SECTION 11.1. Incorporators, Stockholders, Officers and Directors of
Issuer Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities by the holders thereof and as
part of the consideration for the issue of the Securities.

            SECTION 11.2. Provisions of Indenture for the Sole Benefit of
Parties and Securityholders. Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any person, firm or
corporation, other than the parties hereto and their successors and the holders
of the Securities, any legal or equitable right, remedy or claim under this
Indenture or under any covenant or provision herein contained, all such
covenants and provisions being for the sole benefit of the parties hereto and
their successors and of the holders of the Securities.

            SECTION 11.3. Successors and Assigns of Issuer Bound by Indenture.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

            SECTION 11.4. Notices and Demands on Issuer, Trustee and
Securityholders. Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the Holders
of Securities to or on the Issuer may be given or served by being deposited
postage prepaid, first class mail (except as otherwise specifically provided
herein) addressed (until another address of the Issuer is filed by the Issuer
with the Trustee) to J.P. Morgan & Co. Incorporated, 23 Wall Street, New York,
N.Y. 10015, Attention: Secretary. Any notice, direction, request or demand by
the Issuer or any Securityholder to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made at the
Corporate Trust Office marked to the attention of the Corporate Trust
Department.

            Where this Indenture provides for notice to Holders, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first class postage prepaid, to each Holder entitled
thereto, at his last address as it appears in the Security register. 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. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.


                                       46
<PAGE>
            In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

            SECTION 11.5. Officers' Certificates and Opinions of Counsel;
Statements to Be Contained Therein. Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture,
the Issuer shall furnish to the Trustee an Officers' Certificate stating that
all conditions precedent provided for in this Indenture relating to the proposed
action have been complied and an Opinion of Counsel stating that in the opinion
of such counsel all such conditions precedent have been complied with, except
that in the case of any such application or demand as to which the furnishing of
such documents is specifically required by any provision of this Indenture
relating to such particular application or demand, no additional certificate or
opinion need be furnished.

            Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the person
making such certificate or opinion has read such covenant or condition, (b) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

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


            SECTION 11.6. Payments Due on Saturdays, Sundays and Holidays. If
the date of maturity of interest on or principal of the Securities of any series
or the date fixed for redemption or repayment of any such Security shall not be
a Business Day, then payment of interest or principal need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date.

            SECTION 11.7. Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with


                                       47
<PAGE>
another provision included in this Indenture which is to be included herein by
any of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such
required provision shall control.

            SECTION 11.8. New York Law to Govern. This Indenture and each
Security shall be deemed to be a contract under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
such State, except as may otherwise be required by mandatory provisions of law.

            SECTION 11.9. Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

            SECTION 11.10. Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

            SECTION 11.11. Securities in Foreign Currencies. Whenever this
Indenture provides for any action by, or the determination of any of the rights
of, or any distribution to, holders of Securities denominated in United States
dollars and in any other currency, in the absence of any provision to the
contrary in the form of Security of any particular series, any amount in respect
of any Security denominated in a currency other than United States dollars shall
be treated for any such action or distribution as that amount of United States
dollars that could be obtained for such amount on such reasonable basis of
exchange and as of such date as the Issuer may specify in a written notice to
the Trustee or in the absence of such written notice, as the Trustee may
determine.

                                 ARTICLE TWELVE

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

            SECTION 12.1. Applicability of Article. The provisions of this
Article shall be applicable to the Securities of any series which are redeemable
before their maturity or to any sinking fund for the retirement of Securities of
a series except as otherwise specified as contemplated by Section 2.3 for
Securities of such series.

            SECTION 12.2. Notice of Redemption; Partial Redemptions. Notice of
redemption to the holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption to such holders of
Securities of such series at their last addresses as they shall appear upon the
registry books. Any notice which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the holder
receives the notice. Failure to give notice by mail, or any defect in the notice
to the Holder of any Security of a series designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption
of any other Security of such series.


                                       48
<PAGE>
            The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and surrender of
such Securities, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. In case any Security of a series is to be redeemed in part,
only the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Security, a new Security or Securities of
such series in principal amount equal to the unredeemed portion thereof will be
issued.

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

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

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

            SECTION 12.3. Payment of Securities Called for Redemption. If notice
of redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Issuer shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue and, except as provided in Sections 6.5 and 10.4, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and


                                       49
<PAGE>
unpaid interest to the date fixed for redemption. On presentation and surrender
of such Securities at a place of payment specified in said notice, said
Securities or the specified portions thereof shall be paid and redeemed by the
Issuer at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that any payment of interest
becoming due on the date fixed for redemption shall be payable to the Holders of
such Securities registered as such on the relevant record date subject to the
terms and provisions of Section 2.4 hereof.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by the Security.

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

            SECTION 12.4. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Issuer and
delivered to the Trustee at least 30 days prior to the last date on which notice
of redemption may be given as being owned of record and/or beneficially by, and
not pledged or hypothecated by either (a) the Issuer or (b) an entity
specifically identified in such written statement directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer.

            SECTION 12.5. Mandatory and Optional Sinking Funds. The minimum
amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an "optional sinking fund payment". The
date on which a sinking fund payment is to be made is herein referred to as the
"sinking fund payment date".

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


                                       50
<PAGE>
            On or before the sixtieth day next preceding each sinking fund
payment date for any series, the Issuer will deliver to the Trustee a written
statement (which need not contain the statements required by Section 11.5)
signed by an authorized officer of the Issuer (a) specifying the portion of the
mandatory sinking fund payment to be satisfied by payment of cash and the
portion to be satisfied by credit of Securities of such series, (b) stating that
none of the Securities of such series has theretofore been so credited, (c)
stating that no defaults in the payment of interest or Events of Default with
respect to such series have occurred (which have not been waived or cured) and
are continuing and (d) stating whether or not the Issuer intends to exercise its
right to make an optional sinking fund payment with respect to such series and,
if so, specifying the amount of such optional sinking fund payment which the
Issuer intends to pay on or before the next succeeding sinking fund payment
date. Any Securities of such series to be credited and required to be delivered
to the Trustee in order for the Issuer to be entitled to credit therefor as
aforesaid which have not theretofore been delivered to the Trustee shall be
delivered for cancellation pursuant to Section 2.10 to the Trustee with such
written statement (or reasonably promptly thereafter if acceptable to the
Trustee). Such written statement shall be irrevocable and upon its delivery the
Issuer shall become unconditionally obligated to make all the cash payments or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. Failure of the Issuer, on or before any such sixtieth day, to
deliver such written statement and Securities specified in this paragraph, if
any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Issuer (i) that the mandatory sinking fund
payment for such series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (ii) that the Issuer will make
no optional sinking fund payment with respect to such series as provided in this
Section.

            If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $50,000 (or a lesser sum if the Issuer shall so request) with respect to
the Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest to
the date fixed for redemption. If such amount shall be $50,000 or less and the
Issuer makes no such request then it shall be carried over until a sum in excess
of $50,000 is available. The Trustee shall select, in the manner provided in
Section 12.2, for redemption on such sinking fund payment date a sufficient
principal amount of Securities of such series to absorb said cash, as nearly as
may be, and shall (if requested in writing by the Issuer) inform the Issuer of
the serial numbers of the Securities of such series (or portions thereof) so
selected. Securities of any series which are (a) owned by the Issuer or an
entity known by the Trustee to be directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer, as
shown by the Security register, and not known to the Trustee to have been
pledged or hypothecated by the Issuer or any such entity or (b) identified in an
Officers' Certificate at least 60 days prior to the sinking fund payment date as
being beneficially owned by, and not pledged or hypothecated by, the Issuer or
an entity directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer shall be excluded from Securities of
such series eligible for selection for redemption. The Trustee, in the name and
at the expense of the Issuer (or the Issuer, if it shall so request the Trustee
in writing) shall cause notice of redemption of the Securities of such series to
be given in substantially the manner provided in Section 12.2 (and


                                       51
<PAGE>
with the effect provided in Section 12.3) for the redemption of Securities of
such series in part at the option of the Issuer. The amount of any sinking fund
payments not so applied or allocated to the redemption of Securities of such
series shall be added to the next cash sinking fund payment for such series and,
together with such payment, shall be applied in accordance with the provisions
of this Section. Any and all sinking fund moneys held on the stated maturity
date of the Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of, and
interest on, the Securities of such series at maturity.

            At least one Business Day before each sinking fund payment date, the
Issuer shall pay to the Trustee in cash or shall otherwise provide for the
payment of all interest accrued to the date fixed for redemption on Securities
to be redeemed on the next following sinking fund payment date.

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

            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 August 15, 1982.

                                    J.P. MORGAN & CO. INCORPORATED



                                    By________________________________



(CORPORATE SEAL]

Attests

By______________________________



                                       52
<PAGE>
STATE OF New York       )
                        )  ss.:
COUNTY OF New York      )


            On this _________ day of ________before me personally came to me
personally known, who, being by me duly sworn, did depose and say that he
resides at           ; that he is a           of Manufacturers Hanover Trust
Company, one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

[NOTARIAL SEAL]

                                    ______________________________
                                    Notary Public


                                       53
<PAGE>
                                    MANUFACTURERS HANOVER TRUST
                                    COMPANY



                                    By_________________________________
                                       Vice President



[CORPORATE SEAL]

Attest:

By__________________________
   Trust Officer



STATE OF New York       )
                        ) ss.:
COUNTY OF New York      )


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

[NOTARIAL SEAL]

                                    _________________________________
                                    Notary Public


                                       54