<PAGE>
                                                                  Exhibit 4.6(a)


                         J.P. MORGAN & CO. INCORPORATED,
                                     ISSUER



                                       AND

                                 CITIBANK, N.A.,
                                     TRUSTEE



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

                                    INDENTURE



                            DATED AS OF MARCH 1, 1993

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

                          SUBORDINATED DEBT SECURITIES
<PAGE>
                             CROSS REFERENCE SHEET*

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

Between provisions of Trust Indenture Act of 1939 and Indenture to be dated
as of March 1, 1993 between J.P. MORGAN & CO. INCORPORATED and CITIBANK,
N.A., Trustee:

<TABLE>
<CAPTION>
Section of the Act                                                             Section of Indenture
------------------                                                             --------------------
<S>                                                                            <C>
310(a)(1) and (2)..........................................................           6.9
310(a)(3) and (4)..........................................................           Inapplicable
310(a)(5)..................................................................           6.9
310(b).....................................................................           6.8 and 6.10(a), (b) and (d)
310(c).....................................................................           Inapplicable
311(a).....................................................................           6.13
311(b).....................................................................           6.13
311(c).....................................................................           Inapplicable
312(a).....................................................................           4.1 and 4.2(a)
312(b).....................................................................           4.2(b)
312(c).....................................................................           4.2(c)
313(a).....................................................................           4.4(a)
313(b)(1)..................................................................           Inapplicable
313(b)(2)..................................................................           4.4(a)
313(c).....................................................................           4.4(a)
313(d).....................................................................           4.4(b)
314(a)(1), (2) and (3).....................................................           4.3
314(a)(4)..................................................................           3.5
314(b).....................................................................           Inapplicable
314(c)(1) and (2)..........................................................           12.5
314(c)(3)..................................................................           Inapplicable
314(d).....................................................................           Inapplicable
314(e).....................................................................           12.5
314(f).....................................................................           Inapplicable
315(a), (c) and (d)........................................................           6.1
315(b).....................................................................           5.11
315(e).....................................................................           5.12
316(a)(1)(A)...............................................................           5.9
316(a)(1)(B)...............................................................           5.10
316(a)(2)..................................................................           Not required
316(a) (last sentence).....................................................           7.4
316(b).....................................................................           5.7
316(c).....................................................................           8.7
317(a)(1) and (2)..........................................................           5.2
317(b).....................................................................           3.4(a) and (b)
318(a).....................................................................           12.7
</TABLE>
--------------------------
*This Cross Reference sheet is not part of the Indenture.
<PAGE>
                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
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<S>                                                                                 <C>
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 ...............................................      6
SECTION 2.2.    Form of Trustee's Certificate of Authentication.................     6
SECTION 2.3.    Amount Unlimited; Issuable in Series............................     6
SECTION 2.4.    Authentication and Delivery of Securities.......................     8
SECTION 2.5.    Execution of Securities.........................................     9
SECTION 2.6.    Certificate of Authentication...................................    10
SECTION 2.7.    Denomination and Date of Securities; Payments of Interest.......    10
SECTION 2.8.    Registration, Transfer and Exchange.............................    11
SECTION 2.9.    Mutilated, Defaced, Destroyed, Lost and Stolen Securities.......    13
SECTION 2.10.   Cancellation of Securities; Destruction Thereof.................    14
SECTION 2.11.   Temporary Securities............................................    14
SECTION 2.12.   Computation of Interest.........................................    15

                                  ARTICLE THREE

                             COVENANTS OF THE ISSUER

SECTION 3.1.    Payment of Principal and Interest...............................    15
SECTION 3.2.    Offices for Payments, etc.......................................    15
SECTION 3.3.    Appointment to Fill a Vacancy in Office of Trustee..............    16
SECTION 3.4.    Paying Agents .................................................     16
SECTION 3.5.    Written Statement to Trustee....................................    17
</TABLE>
-------------------
*The Table of Contents is not part of the Indenture.

                                      -i-

<PAGE>
<TABLE>
<CAPTION>
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<S>                                                                                 <C>
SECTION 3.6.    Luxembourg Publications.........................................    17

                                  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.................    17
SECTION 4.2.    Preservation and Disclosure of Securityholders' Lists...........    18
SECTION 4.3.    Reports by the Issuer...........................................    19
SECTION 4.4.    Reports by the Trustee..........................................    20

                                  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......................................    20
SECTION 5.2.   Collection of Indebtedness by Trustee; Trustee May Prove Debt...     22
SECTION 5.3.   Application of Proceeds.........................................     24
SECTION 5.4.   Suits for Enforcement...........................................     25
SECTION 5.5.   Restoration of Rights on Abandonment of Proceedings.............     25
SECTION 5.6.   Limitations on Suits by Securityholders.........................     25
SECTION 5.7.   Unconditional Right of Securityholders to Institute Certain
                                   Suits........................................    26
SECTION 5.8.   Powers and Remedies Cumulative; Delay or Omission Not Waiver
                                   of Default...................................    26
SECTION 5.9.   Control by Securityholders......................................     26
SECTION 5.10.  Waiver of Past Defaults..........................................    27
SECTION 5.11.  Trustee to Give Notice of Default, But May Withhold in Certain
                                   Circumstances................................    27
SECTION 5.12.  Right of Court to Require Filing of Undertaking to Pay Costs.....    27

                                   ARTICLE SIX

                             CONCERNING THE TRUSTEE

SECTION 6.1.    Duties and Responsibilities of the Trustee; During Default;
                                   Prior to Default.............................    28
SECTION 6.2.    Certain Rights of the Trustee...................................    29
SECTION 6.3.    Trustee Not Responsible for Recitals, Disposition of
                                   Securities or Application of
                                   Proceeds Thereof ...........................     30
SECTION 6.4.    Trustee and Agents May Hold Securities or Coupons;
                                   Collections, etc.............................    30
SECTION 6.5.    Moneys Held by Trustee..........................................    30
SECTION 6.6.    Compensation and Indemnification of Trustee and Its Prior
                                   Claim........................................    31
SECTION 6.7.    Right of Trustee to Rely on Officers' Certificate, etc..........    31
SECTION 6.8.    Disqualification of Trustee; Conflicting Interests..............    31
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<CAPTION>
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<S>                                                                                 <C>
SECTION 6.9.   Persons Eligible for Appointment as Trustee.....................     31
SECTION 6.10.  Resignation and Removal;  Appointment of Successor Trustee.......    32
SECTION 6.11.  Acceptance of Appointment by Successor Trustee...................    33
SECTION 6.12.  Merger, Conversion, Consolidation or Succession to Business of
                                   Trustee......................................    34
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.....................    35
SECTION 7.2.    Proof of Execution of Instruments and of Holding of Securities..    35
SECTION 7.3.    Holders to be Treated as Owners.................................    36
SECTION 7.4.    Securities Owned by Issuer Deemed Not Outstanding...............    36
SECTION 7.5.    Right of Revocation of Action Taken.............................    36

                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

SECTION 8.1.    Supplemental Indentures Without Consent of Securityholders......    37
SECTION 8.2.    Supplemental Indentures With Consent of Securityholders.........    38
SECTION 8.3.    Effect of Supplemental Indenture................................    39
SECTION 8.4.    Documents to Be Given to Trustee................................    40
SECTION 8.5.    Notation on Securities in Respect of Supplemental Indentures....    40
SECTION 8.6.    Waiver of Compliance by Securityholders.........................    40
SECTION 8.7.    Fixing of Record Dates..........................................    40

                                  ARTICLE NINE

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1.    Issuer May Consolidate, etc., on Certain Terms..................    41
SECTION 9.2.    Successor Corporation to be Substituted.........................    41
SECTION 9.3.    Opinion of Counsel and Officers' Certificate to Trustee.........    41

                                   ARTICLE TEN

                         SUBORDINATION OF THE SECURITIES

SECTION 10.1.    Agreement that the Securities be Subordinated to the Extent
                                   Provided.....................................    42
SECTION 10.2.    Issuer Not to Make Payments with Respect to Securities in
                                   Certain Circumstances........................    42
SECTION 10.3.    Securities Subordinated to Prior Payment of All Senior
                                   Indebtedness of the Issuer on Dissolution,
                                   Liquidation or Reorganization of the Issuer..    42
SECTION 10.4.    Obligation of the Issuer Unconditional.........................    44
SECTION 10.5.    No Fiduciary Duty to Holders of Senior Indebtedness of the
                                   Issuer.......................................    45
SECTION 10.6.    Notice to Trustee of Facts Prohibiting Payments................    45
</TABLE>

                                     -iii-
<PAGE>
<TABLE>
<CAPTION>
                                                                                    Page
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<S>                                                                                 <C>
SECTION 10.7.   Application by Trustee of Moneys Deposited with It.............     45
SECTION 10.8.   Subordination Rights Not Impaired by Acts or Omissions of
                                   the Issuer, Holders of Senior Indebtedness
                                   of the Issuer or Creditors in Respect
                                   of Derivative Obligations....................    45
SECTION 10.9.   Authorization of Trustee to Effectuate Subordination of the
                                   Securities...................................    46
SECTION 10.10.  Right of Trustee to Hold Senior Indebtedness or Derivative
                                   Obligations
                                   of the Issuer................................    46
SECTION 10.11.  Article Ten Not to Prevent Events of Default....................    46
SECTION 10.12.  Securities to Rank pari passu with Antecedent Subordinated
                                   Indebtedness; Payment of Proceeds in
                                   Certain Cases................................    46

                                 ARTICLE ELEVEN

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS

SECTION 11.1.   Satisfaction and Discharge of Indenture.........................    48
SECTION 11.2.   Application by Trustee of Funds Deposited for Payment of
                                   Securities...................................    49
SECTION 11.3.   Repayment of Moneys Held by Paying Agent........................    49
SECTION 11.4.   Return of Moneys Held by Trustee and Paying Agent Unclaimed
                                   for Three Years..............................    49

                                 ARTICLE TWELVE

                            MISCELLANEOUS PROVISIONS

SECTION 12.1.   Incorporators, Stockholders, Officers and Directors of Issuer
                                   Exempt from Individual Liability.............    50
SECTION 12.2.   Provisions of Indenture for the Sole Benefit of Parties and
                                   Holders of Securities and Coupons............    50
SECTION 12.3.   Successors and Assigns of Issuer Bound by Indenture.............    50
SECTION 12.4.   Notices and Demands on Issuer, Trustee and Holders of
                                   Securities and Coupons.......................    50
SECTION 12.5.   Officers' Certificates and Opinions of Counsel; Statements to
                                   be Contained Therein.........................    51
SECTION 12.6.   Payments Due on Saturdays, Sundays and Holidays.................    51
SECTION 12.7.   Conflict of Any Provision of Indenture with Trust Indenture
                                   Act of 1939..................................    52
SECTION 12.8.   New York Law to Govern..........................................    52
SECTION 12.9.   Counterparts ..................................................     52
SECTION 12.10.  Effect of Headings ............................................     52
SECTION 12.11.  Securities in a Foreign Currency or in ECU......................    52

                                ARTICLE THIRTEEN

                  REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 13.1.   Applicability of Article........................................    53
</TABLE>

                                      -iv-
<PAGE>
<TABLE>
<CAPTION>
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<S>                                                                                 <C>
SECTION 13.2.   Notice of Redemption; Partial Redemptions.......................    53
SECTION 13.3.   Payment of Securities Called for Redemption.....................    54
SECTION 13.4.   Exclusion of Certain Securities from Eligibility for Selection
                                   for Redemption...............................    55
SECTION 13.5.   Mandatory and Optional Sinking Funds............................    55


TESTIMONIUM.....................................................................    57

SIGNATURES......................................................................    58

ACKNOWLEDGEMENTS................................................................    59
</TABLE>

                                      -v-
<PAGE>
                        THIS INDENTURE, dated as of March 1, 1993 between J.
P. MORGAN & CO. INCORPORATED, a Delaware corporation (the "Issuer"), and
CITIBANK, N.A., a national banking association duly incorporated and existing
under the laws of the United States of America (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 subordinated 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 and of the Coupons, if any,
appertaining thereto, 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 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. The following Trust Indenture Act of 1939 terms used in
this Indenture have the following meanings: "indenture securities" means the
Securities; "indenture security holder" means a Securityholder; "indenture to be
qualified" means this Indenture; "indenture trustee" or "institutional trustee"
means the Trustee; and "obligor" on the Securities means the Issuer, any other
obligor upon the Securities or any successor obligor upon the Securities. 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
<PAGE>
Article have the meanings assigned to them in this Article and include the
plural as well as the singular.

                        "Antecedent Subordinated Indebtedness" means all
indebtedness and other obligations outstanding on the date of this Indenture and
enumerated in clauses (a)(i) through (a)(xi) of the definition of Senior
Indebtedness.

                        "Authorized Newspaper" means a newspaper (which, in the
case of the United Kingdom, will, if practicable, be the Financial Times (London
Edition) and, in the case of Luxembourg, will, if practicable, be the
Luxemburger Wort) published in an official language of the country of
publication customarily published at least once a day for at least five days in
each calendar week and of general circulation in the United Kingdom or in
Luxembourg, as applicable. If it shall be impractical in the opinion of the
Trustee to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof which is made or
given with the approval of the Trustee shall constitute a sufficient publication
of such notice.

                        "Board of Directors" means either the Board of Directors
of the Issuer or any committee of such Board duly authorized to act hereunder
for such Board in respect hereof.

                        "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 or a day
on which transactions in the currency in which the Securities are payable are
not conducted.

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

                        "Corporate Trust Office" means the principal office of
the Trustee in New York, New York at which at any particular time its corporate
trust business shall be principally administered, which office at the date as of
which this Indenture is dated is located at 5 Hanover Square, New York, New York
10043, except that with respect to the presentation of Securities for payment or
for registration of transfer and exchange, such term shall mean the office or
the agency of the Trustee in said city at which at any particular time its
corporate agency business shall be conducted, which office at the date hereof is
located at 111 Wall Street, 5th floor, New York, New York 10043.

                        "Coupon" means any interest Coupon appertaining to an
Unregistered Security.

                        "Derivative Obligations" means obligations of the Issuer
to make payments on claims in respect of derivative products such as interest
and foreign exchange rate contracts, commodity contracts and similar
arrangements; provided, however, that Derivative Obligations shall not include
claims in respect of Senior Indebtedness or obligations which, by their terms,
are expressly stated not to be superior in right of payment to the Securities or
to rank pari passu


                                      -2-
<PAGE>
with the Securities. For purposes of this definition, "claim" shall have the
meaning assigned thereto in Section 101(4) of the Bankruptcy Code of 1978, as
amended and in effect on November 1, 1992.

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

                        "EMS" means the European Monetary System.

                        "European Communities" means the European Economic
Community (the "EEC"), the European Coal and Steel Community and Euratom.

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

                        "Excess Proceeds" has the meaning specified in Section
10.12.

                        "Holder", "Holder of Securities", "Securityholder" or
other similar terms mean (a) in the case of any Registered Security, the person
in whose name such Security is registered in the Security Register kept by the
Issuer for that purpose, in accordance with the terms hereof, and (b) in the
case of any Unregistered Security, the bearer of such Security or any Coupon
appertaining thereto, as the case may be.

                        "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" where used with respect to noninterest
bearing securities, means 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 12.5.

                        "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 12.5, 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.

                                      -3-
<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
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".

                        "Registered Security" means any Security registered on
the Security Register of the Issuer.

                        "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 executive committee, any vice chairman
of the executive committee, the president, any vice president, the cashier, the
secretary, the treasurer, the controller, any senior trust officer, any trust
officer, any assistant trust officer, any assistant cashier, any assistant
secretary, any assistant


                                      -4-
<PAGE>
treasurer, any assistant controller or any other officer or assistant officer of
the Trustee customarily performing functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his knowledge of and familiarity
with the particular subject.

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

                        "Senior Indebtedness" of the Issuer means the principal
of, premium, if any, and interest on: (a) all indebtedness of the Issuer for
money borrowed, whether outstanding on the date of execution of this Indenture
or thereafter created, assumed or incurred, except (i) the DM400,000,000
aggregate principal amount of Floating Rate Subordinated Notes of 1985/1995 of
the Issuer; (ii) the U.S. $200,000,000 aggregate principal amount of Floating
Rate Subordinated Capital Notes Due December 1997 of the Issuer; (iii) the U.S.
$100,000,000 aggregate principal amount of 8 1/2% Subordinated Notes Due 1993 of
the Issuer; (iv) the Y20,000,000,000 aggregate principal amount of 6%
Subordinated Notes Due 1994 of the Issuer; (v) the U.S. $400,000,000 aggregate
principal amount of Zero Coupon Subordinated Notes Due 1998 of the Issuer; (vi)
the U.S. $250,000,000 aggregate principal amount of 8 7/8% Subordinated Capital
Notes Due 1994 of the Issuer; (vii) the U.S. $300,000,000 aggregate principal
amount of 9 5/8% Subordinated Notes Due 1998 of the Issuer; (viii) the U.S.
$150,000,000 aggregate principal amount of 8 1/2% Subordinated Notes Due 2003 of
the Issuer; (ix) the U.S. $250,000,000 aggregate principal amount of 7 5/8%
Subordinated Notes Due 1998 of the Issuer; (x) the U.S. $200,000,000 aggregate
principal amount of 7 1/4% Subordinated Notes Due 2002 of the Issuer; (xi) the
U.S. $200,000,000 aggregate principal amount of Subordinated Floating Rate Notes
Due 2002 of the Issuer; (xii) the U.S. $250,000,000 aggregate principal amount
of Subordinated Floating Rate Notes Due 2002 of the Issuer; and (xiii) such
indebtedness as is by its terms expressly stated to be not superior in right of
payment to the Securities or to rank pari passu with the Securities and (b) any
deferrals, renewals or extensions of any such Senior Indebtedness. The term
"indebtedness of the Issuer for money borrowed" as used in the foregoing
sentence shall mean any obligation of, or any obligation guaranteed by, the
Issuer for the repayment of borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments, and any deferred obligation for
the payment of the purchase price of property or assets. The Securities shall
rank pari passu with the Subordinated Notes referred to in (a)(i) through
(a)(xii) above.

                        "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.

                        "Trustee" means the Person identified as "Trustee" in
the first paragraph hereof until the acceptance of appointment of a successor
trustee pursuant to the provisions of Article Six, and thereafter shall mean
such successor trustee.

                        "Unregistered Security" means any Security other than a
Registered Security.

                                      -5-
<PAGE>
                        "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 and the
Coupons, if any, to be attached thereto 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 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 of any securities exchange or
to conform to general usage, all as may be determined by the officers executing
such Securities and Coupons, if any, as evidenced by their execution of the
Securities and Coupons.

                        The definitive Securities and Coupons 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:

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


                                            CITIBANK, N.A., 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,

                                      -6-
<PAGE>
         (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 13.3);

         (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 interest, if any, 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;

         (8) if other than denominations of U.S. $1,000 and any integral
multiple thereof, in the case of Registered Securities, or U.S. $1,000 in the
case of the Unregistered Securities, such 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 or units based on or relating to currencies
(including ECU) in which payment of the principal of and interest, if any, on
the Securities of that series shall be payable;

                                      -7-
<PAGE>
         (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 or units based on or relating to currencies (including ECU)
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 or units based on or
relating to currencies (including ECU) other than that in which the Securities
are stated to be payable, the manner in which such amounts shall be determined;
and

         (14) whether the Securities of the series will be issuable as
Registered Securities or Unregistered Securities (with or without Coupons), or
both, any restrictions applicable to the offer, sale or delivery of Unregistered
Securities and, if other than as provided in Section 2.8, the terms upon which
Unregistered Securities of any series may be exchanged for Registered Securities
of such series and the terms upon which Registered Securities may be exchanged
for Unregistered Securities of such series;

         (15) whether and under what circumstances the Issuer will pay
additional amounts on the Securities of the series held by a person who is not a
U.S. person in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether the Issuer will have the option to redeem such
Securities rather than pay such additional amounts;

         (16) if the Securities of such series are to be issuable in definitive
form (whether upon original issue or upon exchange of a temporary Security of
such series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, then the form and terms of such certificates,
documents or conditions; and

         (17) 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 off 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 having attached thereto appropriate
Coupons, if any, 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 with Coupons, if any, 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 Coupons, if any, and accepting the
additional


                                      -8-
<PAGE>
responsibilities under this Indenture in relation to such Securities and
Coupons, if any, 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 action taken pursuant to the
         resolution or resolutions delivered under clause (2) below;

                  (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 and Coupons, if any, as required pursuant to Sections
         2.1 and 2.3, respectively and prepared in accordance with Section 12.5;

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

                           (a) that the form or forms and terms of such
                  Securities and Coupons, if any, 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, and Coupons, if any, when
                  authenticated and delivered by the Trustee and issued by the
                  Issuer in the manner and subject to any conditions,
                  assumptions, exceptions and limitations 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 and
                  Coupons, if any, 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 and Coupons, if any, 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 and, if
applicable, each Coupon appertaining thereto, 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


                                      -9-
<PAGE>
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 and, if applicable, each Coupon appertaining
thereto. 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 or Coupons shall cease to be such officer before the
Security or Coupon so signed or the Security to which the Coupon so signed
appertains shall be authenticated and delivered by the Trustee or disposed of by
the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or Coupon
had not ceased to be such officer of the Issuer; and any Security or Coupon may
be signed on behalf of the Issuer by such persons as, at the actual date of the
execution of such Security or Coupon, 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. No Coupon shall be entitled to the
benefits of this Indenture or shall be valid or obligatory for any purpose until
such certificate by the Trustee shall have become duly executed on the Security
to which such coupon appertains. 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 or Unregistered
Securities in such denominations as shall be specified as contemplated by
Section 2.3. In the absence of any such specifications with respect to the
Registered Securities of any series, Registered Securities shall be issued in
denominations of U.S. $1,000 and any integral multiple thereof. In the absence
of any such specification with respect to Unregistered Securities, Unregistered
Securities shall be issued in the denomination of U.S. $1,000. 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 thereof.

                        Each Registered Security shall be dated the date of its
authentication. Each Unregistered Security shall be dated as provided in or
pursuant to the resolution or resolutions of the Board of Directors of the
Issuer or the supplemental indenture referred to in Section 2.3. The Securities
of each series shall bear interest, if any, from the date and such interest
shall be payable on the dates established as contemplated by Section 2.3. The
person in whose name any Registered 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 Registered 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


                                      -10-
<PAGE>
shall be paid to the persons in whose names outstanding Registered 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 Registered 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 Registered
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.

                        Any defaulted interest payable in respect of any
Unregistered Security shall be payable pursuant to such procedures as may be
satisfactory to the Trustee in such manner that there is no discrimination as
between the holders of Registered Securities and Unregistered Securities of the
same series and notice of the payment date therefor shall be given by the
Trustee in the name and at the expense of the Issuer by publication at least
once in an Authorized Newspaper. In case an Unregistered Security is surrendered
for exchange for a Registered Security after the close of business on any record
date for the payment of defaulted interest and before the opening of business on
the proposed date of payment of such defaulted interest, the Coupon appertaining
to such surrendered Unregistered Security and due for payment on such proposed
date of payment will not be surrendered with such surrendered Unregistered
Security and interest payable on such proposed date of payment will be made only
to the holder of such Coupon on such proposed date.

         SECTION 2.8. Registration, Transfer and Exchange. The Issuer will keep
or cause to be kept at an office or agency to be maintained for such purpose as
provided in Section 3.2 a register or registers for each series of Securities
issued hereunder (collectively, the "Security Register") in which, subject to
such reasonable regulations as it may prescribe, it will register, and will
register the transfer of or cause the registration of the transfer of,
Registered Securities as in this Article provided.

                        Upon due presentation for registration of transfer of
any Registered Security of any series at an office or agency to be maintained
for such 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 Registered Security or Registered Securities of the same
series in authorized denominations for a like aggregate principal amount.

                        Unregistered Securities (except for any temporary
Unregistered Securities) and Coupons (except for Coupons attached to any
temporary Unregistered Securities) shall be transferable by delivery.

                        At the option of the Holder thereof, any Registered
Security or Registered Securities of any series may be exchanged for a
Registered Security or Registered Securities of the same series in other
authorized denominations, in an equal aggregate principal amount. Registered
Securities of any series to be exchanged shall be surrendered at an office or
agency to be maintained by the Issuer for such purpose as provided in Section
3.2, and the Issuer shall


                                      -11-
<PAGE>
execute and the Trustee shall authenticate and deliver in exchange therefor the
Registered Security or Registered Securities of the same series which the
Securityholder making the exchange shall be entitled to receive, bearing numbers
not contemporaneously outstanding. If the Securities of any series are issued in
both registered and unregistered form, except as otherwise specified pursuant to
Section 2.3, at the option of the Holder thereof, Unregistered Securities of any
series may be exchanged for Registered Securities of such series, maturity date
and interest rate of any authorized denominations and of a like aggregate
principal amount, upon surrender of such Unregistered Securities to be exchanged
at the office or agency of the Issuer that shall be maintained for such purpose
in accordance with Section 3.2, with, in the case of Unregistered Securities
that have Coupons attached, all unmatured Coupons and all matured Coupons in
default thereto appertaining, and upon payment, if the Issuer shall so require,
of the charges hereinafter provided. At the option of the Holder thereof, if
Unregistered Securities of any series, maturity date, interest rate and original
issue date are issued in more than one authorized denomination, except as
otherwise specified pursuant to Section 2.3, such Unregistered Securities may be
exchanged for Unregistered Securities of such series, maturity date, interest
rate and original issue date of other authorized denominations and of a like
aggregate principal amount, upon surrender of such Unregistered Securities to be
exchanged at the office or agency of the Issuer that shall be maintained for
such purpose in accordance with Section 3.2 or as specified pursuant to Section
2.3, with, in the case of Unregistered Securities that have Coupons attached,
all unmatured Coupons and all matured Coupons in default thereto appertaining,
and upon payment, if the Issuer shall so require, of the charges hereinafter
provided. Unless otherwise specified pursuant to Section 2.3, Registered
Securities of any series may not be exchanged for Unregistered Securities of
such series. Whenever any Securities and the Coupons appertaining thereto, if
any, are so surrendered for exchange, the Issuer shall execute, and the Trustee
shall authenticate and deliver, the Securities and the Coupons appertaining
thereto, if any, which the Holder making the exchange is entitled to receive.

                        Notwithstanding the foregoing, in case an Unregistered
Security of any series is surrendered at any such office or agency in exchange
for a Registered Security of the same series after the close of business at such
office or agency on any record date and before the opening of business at such
office or agency on the relevant interest payment date, such Unregistered
Security shall be surrendered without the Coupon relating to such interest
payment date or proposed date of payment, as the case may be.

                        All Registered 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 close of business on the date of selection of Securities of such
series to be redeemed, of (b) any Securities selected, called or being called
for redemption except, in the case of any Security where public notice has been


                                      -12-
<PAGE>
given that such Security is to be redeemed in part, the portion thereof not so
to be redeemed and except that an Unregistered Security may be exchanged for a
Registered Security of the same series if such Registered Security is
immediately surrendered for redemption.

                        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.

                        Notwithstanding anything herein or in the terms of any
series of Securities to the contrary, neither the Issuer nor the Trustee (which
shall rely on an Officers' Certificate and an Opinion of Counsel) shall be
required to exchange any Unregistered Security for a Registered Security if such
exchange would result in adverse Federal income tax consequences to the Issuer
(including, without limitation, the inability of the Issuer to deduct from its
income, as computed for Federal income tax purposes, the interest payable on the
Unregistered Securities) under then applicable United States Federal income tax
laws.

         SECTION 2.9. Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security or any Coupon appertaining to any
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
Registered 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
with Coupons corresponding to the Coupons appertaining to the Security so
mutilated, defaced, destroyed, lost or stolen, or in exchange or substitution
for the Security to which such mutilated, defaced, destroyed, lost or stolen
Coupon appertained, with Coupons appertaining thereto corresponding to the
Coupons so mutilated, defaced, destroyed, lost or stolen. In every case the
applicant for a substitute Security or Coupon 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 indemnify and defend and to save each of
them harmless and, in every case of destruction, loss or theft, evidence to
their satisfaction of the destruction, loss or theft of such Security or Coupon
and of the ownership thereof.

                        Upon the issuance of any substitute Security or Coupon,
the 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 or Coupon which has matured or is about to mature or has
been called for redemption, as the case may be, in full shall become mutilated
or defaced or be destroyed, lost or stolen, the Issuer may, instead of issuing a
substitute Security or Coupon, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated or defaced Security or
Coupon), if the applicant for such payment shall furnish to the 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 or
Coupon and of the ownership thereof.

                                      -13-
<PAGE>
                        Every substitute Security or Coupon of any series issued
pursuant to the provisions of this Section by virtue of the fact that any such
Security or Coupon is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Security or Coupon shall be at any time enforceable by anyone and shall
be entitled to all the benefits of (but shall be subject to all the limitations
of rights set forth in) this Indenture equally and proportionately with any and
all other Securities or Coupons of such series duly authenticated and delivered
hereunder. All Securities or Coupons 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 or Coupons and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

         SECTION 2.10. Cancellation of Securities; Destruction Thereof. All
Securities and Coupons 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 or Coupons shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. The Trustee shall destroy
cancelled Securities and Coupons held by it and deliver a certificate of such
destruction to the Issuer. If the Issuer shall acquire any of the Securities or
Coupons, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities or Coupons 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, or as Unregistered Securities
with or without Coupons attached thereto of any authorized denomination, and
substantially in the form of the definitive securities of such series but with
such omissions, insertions and variations as may be appropriate for temporary
Registered 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
Registered Securities of such series may be surrendered in exchange therefor
without charge at each office or agency to be maintained by the Issuer for that
purpose pursuant to Section 3.2 and in the case of Unregistered Securities,
together with any unmatured Coupons and any matured Coupons in default
appertaining thereto, at any agency maintained by the Issuer for such purpose as
specified pursuant to Section 2.3 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 and, in the case of Unregistered Securities having attached
thereto any appropriate Coupons. Until so exchanged, the temporary Securities of
such series and any unmatured Coupons appertaining thereto shall be entitled to
the


                                      -14-
<PAGE>
same benefits under this Indenture as definitive Securities of such series and
any unmatured Coupons appertaining thereto. The provisions of this Section are
subject to any restrictions or limitations on the issue and delivery of
temporary Unregistered Securities of any series that may be established pursuant
to Section 2.3 (including any provision that Unregistered Securities of such
series initially be issued in the form of a single global Unregistered Security
to be delivered to a depositary or agency of the Issuer located outside the
United States and the procedures pursuant to which definitive Unregistered
Securities of such series would be issued in exchange for such temporary global
Unregistered Security).

         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 this Indenture and in such Securities. The
interest on Unregistered Securities with Coupons attached (together with any
additional amounts payable pursuant to the terms of such Unregistered
Securities) shall be payable only upon presentation and surrender of the several
Coupons for such interest installments as are evidenced thereby as they
severally mature. Except as specified as contemplated in Section 2.3, the
interest on any temporary Unregistered Securities (together with any additional
amounts payable pursuant to the terms of such temporary Unregistered Securities)
shall be paid, as to the installments of interest evidenced by Coupons attached
thereto, if any, only upon presentation and surrender thereof, and, as to the
other installments of interest, if any, only upon presentation of such
Securities for notation thereon of the payment of such interest. Each
installment of interest on the Registered Securities of any series may be paid
by mailing checks for such interest payable to or upon the written order of the
holders of such 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 of Securities: an
office or agency (a) where the Registered Securities may be presented for
payment, (b) where the Registered 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 Registered Securities or of
this Indenture may be served.

                                      -15-
<PAGE>
         The Issuer will maintain one or more agencies in a city or cities
located outside the United States (including any city in which such an agency is
required to be maintained under the rules of any stock exchange on which the
Securities of such series are listed) where the Unregistered Securities, if any,
of each series and Coupons, if any, appertaining thereto may be presented and
surrendered for payment. No payment on any Unregistered Security or Coupon will
be made upon presentation of such Unregistered Security or Coupon at an office
or agency of the Issuer within the United States nor will any payment be made by
transfer to an account in, or by mail to an address in, the United States unless
pursuant to applicable United States laws and regulations then in effect, such
payment can be made without adverse tax consequences to the Issuer.
Notwithstanding the foregoing, payments in U.S. dollars on Unregistered
Securities of any series and Coupons appertaining thereto which are denominated
in U.S. dollars may be made at such office or agency of the Issuer maintained in
the Borough of Manhattan, The City of New York if such payment in U.S. dollars
at each agency maintained by the Issuer outside the United States for payment on
such Unregistered Securities is illegal or effectively precluded by exchange
controls or other similar restrictions.

         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 and Coupons 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.

         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 the Coupons
         appertaining thereto 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


                                      -16-
<PAGE>
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 or the
Coupons appertaining thereto 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 of 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 Article Ten and Sections 11.3 and 11.4.

         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 (which need not
comply with Section 12.5) signed by the principal executive, financial or
accounting officer of the Issuer, as to his or her knowledge of the Issuer's
compliance with all conditions and covenants under this Indenture (without
regard to any period of grace or requirement of notice provided hereunder).

         SECTION 3.6. Luxembourg Publications. In the event of the publication
of any notice pursuant to Section 5.11, 6.10(a), 6.11, 8.2, 11.4 or 13.2, the
party making such publication in the Borough of Manhattan, The City of New York
and London shall also, to the extent that notice is required to be given to
Holders of Securities of any series by applicable Luxembourg law or stock
exchange regulation, as evidenced by an Officers' Certificate delivered to such
party, make a similar publication in Luxembourg.

                                  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
Registered Securities of each series:

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

                                      -17-
<PAGE>
                  (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 and all of the Securities of any series are Registered Securities,
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 (i) contained in the most recent list furnished to it as provided in
Section 4.1, (ii) received by it in the capacity of Security registrar for such
series, if so acting and (iii) filed with it within the two preceding years
pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939. 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 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.

                  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


                                      -18-
<PAGE>
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 and Coupons, 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
         in 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 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, on the
         list preserved by the Trustee under Section 4.2(a) 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.

                                      -19-
<PAGE>
         SECTION 4.4. Reports by the Trustee. (a) The Trustee shall transmit to
Holders of Securities such reports concerning the Trustee and its actions under
this Indenture as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto; provided, however, that any
reports required by Section 313(a) of the Trust Indenture Act of 1939 shall be
transmitted by mail to Holders within 60 days after December 31 of each year
commencing with the year 1993.

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

                                      -20-
<PAGE>
                  (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 Federal or State bankruptcy, insolvency or
         other similar law now or hereafter in effect, and such decree or order
         shall remain unstayed and in effect for a period of 90 consecutive
         days; or

                  (f) the Issuer shall commence a voluntary case under any
         applicable Federal or State 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 such law.

                  If an Event of Default described in clause (e) or (f) above
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 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 installments 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, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest, at the same rate as
the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series (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.

                                      -21-
<PAGE>
         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 default shall be made in the payment
of any installment of interest on any of the Securities of any series or Coupons
appertaining thereto when such interest shall have become due and payable, and
such default shall have continued for a period of 30 days or (b) in case default
shall be made in the payment of all or any part of the principal of any of the
securities of any series when the same shall have become due and payable,
whether upon maturity of the Securities of such series or upon any redemption or
by declaration or otherwise--then upon demand of the Trustee, the 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 and such Coupons, if any, 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 installments of interest at the same rate as the rate
of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series); and in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including reasonable compensation to the Trustee and
each predecessor Trustee, their respective agents, attorneys and counsel, and
any expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of its negligence or bad faith.

         Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of any series to the 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 or Coupons appertaining to
such Securities 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


                                      -22-
<PAGE>
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

                  (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 or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of any of the
Securities or Coupons appertaining to such Securities or the


                                      -23-
<PAGE>
production thereof on any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustees 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 or Coupons appertaining to
such 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 or Coupons appertaining to such Securities in respect of which
such action was taken, and it shall not be necessary to make any holders of such
Securities or Coupons appertaining to 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, subject to
Article Ten, 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 or Coupons appertaining
to such 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
         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 installments of
         such interest, with interest (to the extent that such interest has been
         collected by the Trustee) upon the overdue installments of interest at
         the same rate as the rate of interest or Yield to Maturity (in the case
         of Original Issue Discount Securities) specified in such Securities,
         such payments to be made ratably to the persons entitled thereto,
         without discrimination or preference;

                  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
         installments of interest at the same rate as the rate of interest or
         Yield to Maturity (in the case of Original Issue Discount Securities)
         specified in the Securities of such series; and in case such moneys
         shall be insufficient to pay in full the whole amount so due and unpaid
         upon the

                                      -24-
<PAGE>
         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 installment of interest over any
         other installment of interest, or of any Security of such series over
         any other Security of such series, ratably to the aggregate of such
         principal and accrued and unpaid interest; and

                  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.

         SECTION 5.6. Limitations on Suits by Securityholders. No holder of any
Security of any series or of any Coupon appertaining thereto 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 or Coupon with every other taker and Holder and the
Trustee, that no one or more Holders of Securities of any series or Coupons
appertaining to such Securities 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 or Coupons of that or any
other series or Coupons appertaining to such Securities, 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


                                      -25-
<PAGE>
provided and for the equal, ratable and common benefit of all Holders of
Securities or Coupons of the applicable series or Coupons appertaining to such
Securities. 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 or Coupon, but subject to Article Ten, the right of
any Holder of any Security or Coupon to receive payment of the principal of and
interest on such Security or Coupon on or after the respective due dates
expressed in such Security or Coupon, 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 holder of Securities or
coupons 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 holder of
Securities or Coupons 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 holder of Securities or
Coupons may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the holder of Securities or Coupons.

         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 Officer or 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 forbearances specified in or pursuant to such direction
would be unduly prejudicial to the interests of Holders of 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 forbearances are unduly prejudicial to
such Holders.

                                      -26-
<PAGE>
         Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

         SECTION 5.10. Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the securities of any series as provided in
Section 5.1, the Holders of securities of a majority in principal amount of 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 Holder of 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, within 90 days after the occurrence of
a default with respect to the Securities of any series known to the Trustee,
provide notice to the Holders of Securities of such series and Coupons
appertaining thereto, if any, (i) if any Unregistered Securities of that series
are then Outstanding, to the Holders thereof, by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and at
least once in an Authorized Newspaper in London (and, if required by Section
3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any
Unregistered Securities of that series are then outstanding, to all Holders
thereof who have filed their names and addresses with the Trustee pursuant to
Section 313(c)(2) of the Trust Indenture Act of 1939, by mailing such notice to
such Holders at such addresses and (iii) to all Holders of then Outstanding
Registered Securities of that series, by mailing such notice to such Holders at
their addresses as they shall appear in the registry books, unless such defaults
have been cured before the giving of such notice (the term "default" or
"defaults" for the purposes of this Section being hereby defined to mean any
event or condition which is, or with notice or lapse of time or both would
become, an Event of Default); provided that, except in the case of default in
the payment of the principal of or interest on any of the Securities of such
series or the payment of any sinking fund installment, 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 Responsible
Officer or 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 or
Coupon by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such


                                      -27-
<PAGE>
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 or Coupon on or after the due date
expressed in such Security or Coupon.

                                  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 wilful misconduct, except that

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

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

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


                                      -28-
<PAGE>
                  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 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;

                                      -29-
<PAGE>
                  (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;

                  (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;
         and

                  (h) the Trustee shall not be liable for any action taken or
         omitted to be taken by any transfer agent or paying agent unless such
         action taken or omitted was so taken or omitted at the direction of the
         Trustee.

         SECTION 6.3. Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities or Coupons, 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 or Coupons. The Trustee shall not be accountable for the use or
application by the Issuer of any of the Securities or of the proceeds thereof.

         SECTION 6.4. Trustee and Agents May Hold Securities or Coupons;
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
or Coupons with the same rights it would have if it were not the Trustee or such
agent and, subject to Sections 6.8 and 6.13, if operative, may otherwise deal
with the 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 11.4 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.

                                      -30-
<PAGE>
         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 have a claim
prior to that of the Securities or Coupons upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the holders of particular Securities or Coupons. Payments to the Trustee
pursuant to this Section 6.6 shall not be subject to the provisions of Article
Ten.

         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.

         SECTION 6.8. Disqualification of Trustee; Conflicting Interests. If the
Trustee has or shall acquire a conflicting interest within the meaning of
Section 310(b) of the Trust Indenture Act of 1939, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture. To
the extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under the Indentures dated as
of February 28, 1985, November 19, 1985, and December 1, 1986, each as amended,
and each between the Issuer and the Trustee.

         SECTION 6.9. Persons Eligible for Appointment as Trustee. There shall
at all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act of 1939 to act as such and has combined
capital and surplus of at least $85,000,000. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of a
supervising or examining authority, then for the purposes of this Section,


                                      -31-
<PAGE>
the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

         SECTION 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 (i) if any Unregistered
Securities of a series affected are then outstanding, by giving notice of such
resignation to the Holders thereof, by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York, and at
least once in an Authorized Newspaper in London (and, if required by Section
3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any
Unregistered Securities of a series affected are then Outstanding, by mailing
notice of such resignation to the Holders thereof who have filed their names and
addresses with the Trustee pursuant to Section 4.4(c)(ii) at such addresses as
were so furnished to the Trustee, (iii) if any Registered Securities of a series
affected are then Outstanding, 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 60 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;

                                      -32-
<PAGE>
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.

                  (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 all 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 11.4,
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 not retiring shall continue to be vested in the predecessor Trustee,
and shall add to or change any of the provisions of this Indenture as shall be



                                      -33-
<PAGE>
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 give notice thereof (a) if any
Unregistered Securities of a series affected are then Outstanding, to the
Holders thereof, by publication of such notice at least once in an Authorized
Newspaper in the Borough of Manhattan, The City of New York and at least once in
an Authorized Newspaper in London (and, if required by Section 3.6, at least
once in an Authorized Newspaper in Luxembourg), (b) if any Unregistered
Securities of a series affected are then Outstanding, to the Holders thereof who
have filed their names and addresses with the Trustee pursuant to Section
4.4(c)(ii), by mailing such notice to such Holders at such addresses as were so
furnished to the Trustee (and the Trustee shall make such information available
to the Issuer for such purpose) and (c) if any Registered Securities of a series
affected are then outstanding, to the Holders of Registered Securities of each
series affected, by first-class mail to such Holders of Securities of any series
for which such successor trustee is acting as trustee at their last addresses as
they shall appear in the Security Register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.10. If the 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


                                      -34-
<PAGE>
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. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939.

         For Purposes of Section 311(b)(4) and Section 311(b)(6) of such Act,
the following terms shall have the following meanings:

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

         "self-liquidating paper" means 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.

                                 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 fact and date of the execution
of any instrument by a Securityholder or his agent or proxy and the amount and
numbers of Securities of any series held by the person so executing any
instrument by a Securityholder or his agent or proxy and the amount and numbers
of any Security or Securities for such series may also be proven in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
for such series or in any other manner which the Trustee for such series may
deem sufficient.

                                      -35-
<PAGE>
         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.
The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Holder of any Unregistered Security and the Holder of any Coupon as the absolute
owner of such Unregistered Security or Coupon (whether or not such Unregistered
Security or Coupon shall be overdue) for the purpose of receiving payment
thereof or on account thereof and for all other purposes and neither the Issuer,
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 or Coupon.

         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 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


                                      -36-
<PAGE>
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 or Coupons, and to make the occurrence, or
         the occurrence and continuance, of a default in any such additional
         covenants, restrictions, conditions or provisions an Event of Default
         permitting the enforcement of all or any of the several remedies
         provided in this Indenture as herein set forth; provided, that in
         respect of any such additional covenant, restriction, condition or
         provision such supplemental indenture may provide for a particular
         period of grace after default (which period may be shorter or longer
         than that allowed in the case of other defaults) or may provide for an
         immediate enforcement upon such an Event of Default or may limit the
         remedies available to the Trustee upon such an Event of Default or may
         limit the right of the Holders of a majority in aggregate principal
         amount of the Securities of 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


                                      -37-
<PAGE>
         supplemental indenture as the Board of Directors may deem necessary or
         desirable and which shall not materially adversely affect the interests
         of the Holders of the Securities;

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

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

                  (g) to add to, change or eliminate any of the provisions of
         this Indenture; provided, that any such addition, change or elimination
         (i) shall become effective only when there is no Security Outstanding
         of any series created prior to the execution of such supplemental
         indenture which is entitled to the benefit of such provision or (ii)
         shall not apply to any Security then Outstanding.

                  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 a majority 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 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 or the Coupons appertaining to such
Securities; 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 coin or currency or units based on or related to
currencies (including ECU) 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


                                      -38-
<PAGE>
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 Holders 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 (i) by first-class mail to the
Holders of then outstanding Registered Securities of each series affected
thereby at their addresses as they shall appear on the registry books of the
Issuer, (ii) if any Unregistered Securities of a series affected thereby are
then Outstanding, to the Holders thereof who have filed their names and
addresses with the Trustee pursuant to Section 4.4(c)(ii), by mailing a notice
thereof by first-class mail to such Holders at such addresses as were so
furnished to the Trustee and (iii) if any Unregistered Securities of a series
affected thereby are then Outstanding, to all Holders thereof, by publication of
a notice thereof at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least once in an Authorized Newspaper in
London (and, if required by Section 3.6, at least once in an Authorized
Newspaper in Luxembourg), and in each case such notice shall set 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 enforced hereunder subject in all respects to such modifications
and amendments, and all the


                                      -39-
<PAGE>
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.

         SECTION 8.6. Waiver of Compliance by Securityholders. Anything in this
Indenture to the contrary notwithstanding, any of the acts which the Issuer is
required to do or is prohibited from doing by any of the provisions of this
Indenture may, to the extent that such provisions might be changed or eliminated
by a supplemental indenture pursuant to Section 8.2 upon consent of holders of a
majority in aggregate principal amount of the securities or any series thereof
at the time outstanding, be omitted or done by the Issuer, if there is obtained
the prior written consent thereto (evidenced as provided in Article Seven), or
the prior written waiver of compliance with any such provision or provisions, by
the holders of at least a majority of the aggregate principal amount of the
Securities or such series thereof at the time outstanding. The Issuer agrees
promptly to file with the Trustee a duplicate original of each such consent or
waiver.

         SECTION 8.7. Fixing of Record Dates. The Issuer may, but shall not be
obligated to, fix a record date for the purpose of determining the Holders
entitled to take any action under this Indenture by vote or consent. Except as
provided herein, such record date shall be the later of (i) 30 days prior to the
first solicitation of such consent or vote or (ii) the date of the most recent
list of Securityholders furnished to the Trustee pursuant to Section 4.1 prior
to such solicitation. If a record date is fixed, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to take such action by vote or consent or to
revoke any vote or consent previously given, whether or not such Persons
continue to be Holders after such record date; provided, however, that unless
such vote or consent is obtained from the Holders (or their duly designated
proxies) of the requisite principal amount of Securities Outstanding prior to
the date which is the 120th day after such record date, any such vote or consent
previously given shall automatically and without further action by any Holder be
canceled and of no further effect.

                                      -40-
<PAGE>
                                  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 and Coupons, 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 or
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 together with any Coupons appertaining thereto 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 together with
any Coupons appertaining thereto which theretofore shall not have been signed by
the Issuer and delivered to the Trustee; and, upon the order of such successor
corporation instead 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 together with any Coupons appertaining thereto
which previously shall have been signed and delivered by the officers of the
Issuer to the Trustee for authentication, and any Securities together with any
Coupons appertaining thereto which such successor corporation thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All of the
Securities so issued together with any Coupons appertaining thereto shall in all
respects have the same legal rank and benefit under this Indenture as the
Securities and Coupons theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Securities and Coupons 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 and Coupons thereafter to be issued as may be appropriate.

            SECTION 9.3. Opinion of Counsel and Officers' Certificate to
Trustee. The Trustee, subject to the provisions of Sections 6.1 and 6.2, may
receive an Opinion of Counsel and/or an Officers' Certificate, prepared in
accordance with Section 12.5, as conclusive evidence


                                      -41-
<PAGE>
that any such consolidation, merger, sale or conveyance, and any such assumption
complies with the applicable provisions of Article Nine.

                                  ARTICLE TEN

                         SUBORDINATION OF THE SECURITIES

            SECTION 10.1. Agreement that the Securities be Subordinated to the
Extent Provided. The Issuer, for itself, its successors and assigns, covenants
and agrees, and each holder of a Note and each holder of any Coupon appertaining
thereto likewise covenants and agrees by his acceptance thereof, that any
payment of principal of and interest on each and all of the Securities is hereby
expressly subordinated, to the extent and in the manner hereinafter set forth,
to the prior payment in full of all Senior Indebtedness of the Issuer.

            SECTION 10.2. Issuer Not to Make Payments with Respect to Securities
in Certain Circumstances. No payment of principal of or interest on the
Securities shall be made and no holder of the Securities or Coupons shall be
entitled to demand or receive any such payment (i) unless all amounts then due
for principal of and interest (including interest accruing subsequent to the
commencement of any proceeding for the bankruptcy or reorganization of the
Issuer under any applicable bankruptcy, insolvency or similar law now or
hereafter in effect) on all Senior Indebtedness of the Issuer have been paid in
full or duly provided for, or (ii) if, at the time of such payment or
immediately after giving effect thereto, there shall exist with respect to any
such Senior Indebtedness any event of default permitting the holders thereof to
accelerate the maturity thereof or any event which, with notice or lapse of time
or both, would become such an event of default.

            SECTION 10.3. Securities Subordinated to Prior Payment of All Senior
Indebtedness of the Issuer on Dissolution, Liquidation or Reorganization of the
Issuer. Upon any distribution of the assets of the Issuer in connection with
dissolution, winding up, liquidation or reorganization of the Issuer (whether in
bankruptcy, insolvency or receivership proceedings or upon an assignment for the
benefit of creditors or any other marshalling of the assets and liabilities of
the Issuer or otherwise), the holders of Senior Indebtedness of the Issuer shall
first be entitled to receive payment in full in accordance with the terms of
such Senior Indebtedness of the principal thereof and the interest due thereon
(including interest accruing subsequent to the commencement of any proceeding
for the bankruptcy or reorganization of the Issuer under any applicable
bankruptcy, insolvency or similar law now or hereafter in effect) before the
holders of the Securities and Coupons are entitled to receive any payment of the
principal of or interest thereon; and, upon any such dissolution, winding up,
liquidation or reorganization, any payment or distribution of assets of the
Issuer of any kind or character, whether in cash, property or securities, to
which the holders of the Securities or Coupons or the Trustee would be entitled
except for the provisions of this Article, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other indebtedness of the Issuer being subordinated to the payment of the
Securities or Coupons, shall be made by the liquidating trustee or agent or
other person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Indebtedness of the Issuer or their representative or
representatives or to the trustee or trustees


                                      -42-
<PAGE>
under any indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the principal of and interest (including interest
accruing subsequent to the commencement of any proceeding for the bankruptcy or
reorganization of the Issuer under any applicable bankruptcy, insolvency, or
similar law now or hereafter in effect) on the Senior Indebtedness of the Issuer
held or represented by each, to the extent necessary to pay in full all such
Senior Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

            In the event that, notwithstanding the foregoing, upon any such
dissolution, winding up, liquidation or reorganization, any payment or
distribution of assets of the Issuer of any kind or character, whether in cash,
property or securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other indebtedness of the
Issuer being subordinated to the payment of the Securities and Coupons, shall be
received by the Trustee or the holders of the Securities or the Coupons before
all Senior Indebtedness of the Issuer is paid in full, such payment or
distribution shall be held in trust for the benefit of and shall be paid over to
the holders of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been issued,
ratably as aforesaid for application to the payment of all Senior Indebtedness
of the Issuer remaining unpaid until all such Senior Indebtedness shall have
been paid in full, after giving effect to any concurrent payment or distribution
to the holders of such Senior Indebtedness.

            Subject to the payment in full of all Senior Indebtedness of the
Issuer, the holders of the Securities and Coupons shall be subrogated (equally
and ratably with the holders of all Antecedent Subordinated Indebtedness of the
Issuer and all indebtedness of the Issuer which by its express terms is
subordinated to indebtedness of the Issuer to substantially the same extent as
the Securities are subordinated and is entitled to like rights of subrogation)
to the rights of the holders of such Senior Indebtedness to receive payments or
distributions of assets of the Issuer applicable to such Senior Indebtedness
until the Securities and Coupons shall be paid in full and none of the payments
or distributions to the holders of such Senior Indebtedness to which the holders
of the Securities and Coupons or the Trustee would be entitled except for the
provisions of this Article or of payments over, pursuant to the provisions of
this Article, to the holders of such Senior Indebtedness by the holders of the
Securities and Coupons or the Trustee shall, as between the Issuer, its
creditors other than the holders of such Senior Indebtedness and the holders of
the Securities and Coupons, be deemed to be a payment by the Issuer to or on
account of such Senior Indebtedness; it being understood that the provisions of
this Article are and are intended solely for the purpose of defining the
relative rights of the holders of the Securities and Coupons, on the one hand,
and the holders of the Senior Indebtedness of the Issuer (and, in the case of
Section 10.2, the holders of Antecedent Subordinated Indebtedness and holders of
other indebtedness of the Issuer which by its terms is subordinated to
indebtedness of the Issuer to substantially the same extent as the Securities
are subordinated and entitled to like rights of subordination and, in the case
of Section 10.12, the holders of Antecedent Subordinated Indebtedness and
creditors in respect of Derivative Obligations), on the other hand.

            The Issuer shall give prompt written notice to the Trustee of any
dissolution, winding up, liquidation or reorganization of the Issuer within the
meaning of this Article. The


                                      -43-
<PAGE>
Trustee shall be entitled to assume that no such event has occurred unless the
Issuer or any one or more holders of Senior Indebtedness of the Issuer or any
trustee therefor or any creditor in respect of Derivative Obligations has given
written notice thereof to the Trustee at its corporate trust office. Upon any
distribution of assets of the Issuer referred to in this Article, the Trustee
and the holders of the Securities and Coupons shall be entitled to rely upon any
order or decree of a court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending for the
purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Indebtedness of the Issuer, the
creditors in respect of Derivative Obligations, the amounts thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article, and the Trustee and the holders of the
Securities and Coupons shall be entitled to rely upon a certificate of the
liquidating trustee or agent or other person making any distribution to the
Trustee or to the holders of the Securities and Coupons for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness of the Issuer, the creditors in respect of
Derivative Obligations, the amounts thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article. In the event that the Trustee determines, in good faith, that
further evidence is required with respect to the right of any person, as a
holder of Senior Indebtedness of the Issuer or as a creditor in respect of
Derivative Obligations, to participate in any payment or distribution pursuant
to this Article, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness or such Derivative Obligations, as applicable, held by such person,
as to the extent to which such person is entitled to participation in such
payment or distribution, and as to other facts pertinent to the rights of such
person under this Article, and if such evidence is not furnished, the Trustee
may defer any payment to such person pending judicial determination as to the
right of such person to receive such payment.

            SECTION 10.4. Obligation of the Issuer Unconditional. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall impair as between the Issuer and the holders of the
Securities and Coupons, the obligation of the Issuer, which is absolute and
unconditional (and which, subject to the rights under this Article of the
holders of Senior Indebtedness and the rights under Section 10.12 of creditors
in respect of Derivative Obligations, is intended to rank pari passu with all
other general obligations of the Issuer) to pay to the holders of the Securities
or Coupons the principal of and interest (including interest accruing subsequent
to the commencement of any proceeding for the bankruptcy or reorganization of
the Issuer under any applicable bankruptcy, insolvency or similar law now or
hereafter in effect) on the Securities as and when the same shall become due and
payable in accordance with the terms thereof, or is intended to or shall affect
the relative rights of the holders of the Securities and Coupons and creditors
of the Issuer other than the holders of the Senior Indebtedness of the Issuer
and creditors in respect of Derivative Obligations of the Issuer, nor shall
anything herein or therein prevent the Trustee or the holder of any Security or
Coupon from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
of the holders of Senior Indebtedness of the Issuer, and under Section 10.12 of
creditors in respect of Derivative Obligations of the Issuer, in respect of
cash, property or securities of the Issuer received upon the exercise of any
such remedy.


                                      -44-
<PAGE>
            SECTION 10.5. No Fiduciary Duty to Holders of Senior Indebtedness of
the Issuer. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness of the Issuer or creditors in respect of
Derivative Obligations of the Issuer, except as provided in Section 10.3 and
subsection (d) of Section 10.12.

            SECTION 10.6. Notice to Trustee of Facts Prohibiting Payments.
Notwithstanding any of the provisions of this Article or any other provision of
this Indenture, the Trustee shall not at any time be charged with knowledge of
the existence of any facts which would prohibit the making of any payment of
moneys to or by the Trustee, unless and until the Trustee shall have received at
its corporate trust office written notice thereof from the Issuer or from one or
more holders of Senior Indebtedness of the Issuer or from any trustee therefor
or from any creditor in respect of Derivative Obligations who shall have been
certified by the Issuer or otherwise established to the reasonable satisfaction
of the Trustee to be such a holder, trustee or creditor; and, prior to the
receipt of any such written notice, the Trustee shall be entitled in all
respects to assume that no such facts exist; provided, that, if prior to the
fifth business day preceding the date upon which by the terms hereof any such
moneys may become payable for any purpose, or in the event of the execution of
an instrument pursuant to Section 11.1 acknowledging satisfaction and discharge
of this Indenture, then if prior to the second business day preceding the date
of such execution the Trustee shall not have received with respect to such
moneys the notice provided for in this Section, then, anything herein contained
to the contrary notwithstanding, the Trustee may, in its discretion, receive
such moneys and apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary which may be received by it
on or after such date; provided, however, no such application shall affect the
obligations under this Article of the persons receiving such moneys from the
Trustee. In any case, the Trustee shall have no responsibility to holders of
Senior Indebtedness or creditors in respect of Derivative Obligations for
payments made to holders of Securities by the Issuer, the Transfer Agent or any
paying agent unless such payments are made at the direction of the Trustee.

            SECTION 10.7. Application by Trustee of Moneys Deposited with It.
Anything in this Indenture to the contrary notwithstanding, any deposit of
moneys by the Issuer with the Trustee, any transfer agent or any paying agent
(whether or not in trust) for the payment of the principal of or interest on any
Securities shall, except as provided in Section 10.6, be subject to the
provisions of Sections 10.1, 10.2, 10.3 and 10.12.

            SECTION 10.8. Subordination Rights Not Impaired by Acts or Omissions
of the Issuer, Holders of Senior Indebtedness of the Issuer or Creditors in
Respect of Derivative Obligations. No right of any present or future holders of
any Senior Indebtedness of the Issuer or creditors in respect of Derivative
Obligations to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Issuer or by any act or failure to act, in good faith, by any such holder or
creditor, or by any noncompliance by the Issuer with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof which any such
holder or creditor may have or be otherwise charged with. The holders of Senior
Indebtedness of the Issuer and the creditors in respect of Derivative
Obligations may at any time or from time to time and in their absolute
discretion, change the manner, place or terms of payment, change or extend the
time of payment of, or renew or alter, any such Senior Indebtedness or
Derivative Obligations, or amend or supplement


                                      -45-
<PAGE>
any instrument pursuant to which any such Senior Indebtedness or Derivative
Obligations is issued or by which it may be secured, or release any security
therefor, or exercise or refrain from exercising any other of their rights under
the Senior Indebtedness of the Issuer or Derivative Obligations including,
without limitation, the waiver of default thereunder, all without notice to or
assent from the holders of the Securities or Coupons or the Trustee and without
affecting the obligations of the Issuer, the Trustee or the holders of the
Securities or Coupons under this Article.

            SECTION 10.9. Authorization of Trustee to Effectuate Subordination
of the Securities. Each holder of a Security and each holder of any Coupon
appertaining thereto, by his acceptance thereof, authorizes and expressly
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article. If, in the
event of any dissolution, winding up, liquidation or reorganization of the
Issuer (whether in bankruptcy, insolvency or receivership proceedings or upon an
assignment for the benefit of creditors or otherwise) tending towards
liquidation of the business and assets of the Issuer, a proper claim or proof of
debt in the form required in such proceeding is not filed by all of the holders
of the Securities and Coupons prior to 30 days before the expiration of the time
to file such claim or claims, and is not filed by the Trustee pursuant to the
authority granted to the Trustee pursuant to the provisions of Section 5.2 prior
to 15 days before such expiration, then the holder or holders of Senior
Indebtedness of the Issuer and creditors in respect of Derivative Obligations
are hereby authorized to, and have the right to, file an appropriate claim for
and on behalf of the holders of the Securities and Coupons.

            SECTION 10.10. Right of Trustee to Hold Senior Indebtedness or
Derivative Obligations of the Issuer. The Trustee shall be entitled to all of
the rights set forth in this Article in respect of any Senior Indebtedness or
Derivative Obligations of the Issuer at any time held by it to the same extent
as any other holder of such Senior Indebtedness or creditor in respect of such
Derivative Obligations, and nothing in this Indenture shall be construed to
deprive the Trustee of any of its rights as such holder or creditor.

            SECTION 10.11. Article Ten Not to Prevent Events of Default. The
failure to make a payment pursuant to the Securities by reason of any provision
in this Article shall not be construed as preventing the occurrence of an Event
of Default under Section 5.1.

            SECTION 10.12. Securities to Rank pari passu with Antecedent
Subordinated Indebtedness; Payment of Proceeds in Certain Cases. (a) Subject to
the provisions of this Section and to any provisions established or determined
with respect to Securities of any series pursuant to Section 2.3, the Securities
shall rank pari passu in right of payment with the Antecedent Subordinated
Indebtedness.

            (b)   Upon the occurrence of any of the events specified in the
      first paragraph of Section 10.3, the provisions of that Section and the
      corresponding provisions of each indenture or other instrument or document
      establishing or governing the terms of any Antecedent Subordinated
      Indebtedness shall be given effect on a pro rata basis to determine the
      amount of cash, property or securities which may be payable or deliverable
      as between the holders of Senior Indebtedness, on the one hand, and the
      holders of Securities and holders of Antecedent Subordinated Indebtedness,
      on the other hand.


                                      -46-
<PAGE>
            (c)   If, after giving such effect to the provisions of Section
      10.3, and the respective corresponding provisions of each indenture or
      other instrument or document establishing or governing the terms of any
      Antecedent Subordinated Indebtedness on such pro rata basis, any amount of
      cash, property or securities shall be available for payment or
      distribution in respect of the Securities ("Excess Proceeds"), and any
      creditors in respect of Derivative Obligations shall not have received
      payment in full of all amounts due or to become due on or in respect of
      such Derivative Obligations (and provision shall not have been made for
      such payment in money or money's worth), then such Excess Proceeds shall
      first be applied (ratably with any amount of cash, property or securities
      available for payment or distribution in respect of any other indebtedness
      of the Issuer that by its express terms provides for the payment over of
      amounts corresponding to Excess Proceeds to creditors in respect of
      Derivative Obligations) to pay or provide for the payment of the
      Derivative Obligations remaining unpaid, to the extent necessary to pay
      all Derivative Obligations in full, after giving effect to any concurrent
      payment or distribution to or for creditors in respect of Derivative
      Obligations. Any Excess Proceeds remaining after the payment (or provision
      for payment) in full of all Derivative Obligations shall be available for
      payment or distribution in respect of the Securities.

            (d)   In the event that, notwithstanding the foregoing provisions of
      subsection (c) of this Section, the Trustee or holder of any Security
      shall, in the circumstances contemplated by such subsection, have received
      any payment or distribution of assets of the Issuer of any kind or
      character, whether in cash, property or securities, before all Derivative
      Obligations are paid in full or payment thereof duly provided for, and if
      such fact shall, at or prior to the time of such payment or distribution,
      have been made known to the Trustee or, as the case may be, such holder,
      then and in such event, subject to any obligation that the Trustee or such
      holder may have pursuant to Section 10.3, such payment or distribution
      shall be paid over or delivered forthwith to the trustee in bankruptcy,
      receiver, liquidating trustee, custodian, assignee, agent or other Person
      making payment or distribution of assets of the Issuer for payment in
      accordance with subsection (c).

            (e)   Subject to the payment in full of all Derivative Obligations,
      the holders of the Securities shall be subrogated (equally and ratably
      with the holders of all indebtedness of the Issuer that by its express
      terms provides for the payment over of amounts corresponding to Excess
      Proceeds to creditors in respect of Derivative Obligations and is entitled
      to like rights of subrogation) to the rights of the creditors in respect
      of Derivative Obligations to receive payments and distributions of cash,
      property and securities applicable to the Derivative Obligations until the
      principal of and interest on the Securities shall be paid in full. For
      purposes of such subrogation, no payments or distributions to creditors in
      respect of Derivative Obligations of any cash, property or securities to
      which holders of the Securities or the Trustee would be entitled except
      for the provisions of this Section and no payments over pursuant to the
      provisions of this Section to creditors in respect of Derivative
      Obligations by holders of Securities or the Trustee, shall, as among the
      Issuer, its creditors other than creditors in respect of Derivative
      Obligations and the holders of Securities be deemed to be a payment or
      distribution by the Issuer to or on account of the Derivative Obligations.


                                      -47-
<PAGE>
            (f)   The provisions of subsections (c), (d) and (e) of this Section
      are and are intended solely for the purpose of defining the relative
      rights of the holders of the Securities, on the one hand, and the
      creditors in respect of Derivative Obligations, on the other hand, after
      giving effect to the rights of the holders of Senior Indebtedness, as
      provided in this Article. Nothing contained in subsections (c), (d) and
      (e) of this Section is intended to or shall affect the relative rights
      against the Issuer of the holders of the Securities and (1) the holders of
      Senior Indebtedness, (2) the holders of Antecedent Subordinated
      Indebtedness or (3) other creditors of the Issuer other than creditors in
      respect of Derivative Obligations.

                                 ARTICLE ELEVEN

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

            SECTION 11.1. 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 and all
unmatured Coupons appertaining thereto (other than Securities and Coupons
appertaining thereto 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 11.4), 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
and all unmatured Coupons appertaining thereto (other than any Securities of
such series and all unmatured Coupons appertaining thereto 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 and all unmatured
Coupons appertaining thereto not heretofore 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 11.4) sufficient to pay at maturity or upon redemption all
Securities of such series and all unmatured Coupons appertaining thereto 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
and Coupons appertaining thereto, 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 or Coupons, (iii) rights of holders to receive payments of
principal thereof and interest thereon, and remaining rights of the Holders to
receive mandatory sinking fund payments, if any, (iv) the rights, obligations
and immunities of the Trustee hereunder and (v) the rights of the Holders of
Securities of such series and Coupons appertaining thereto, as beneficiaries
hereof with respect to the property so deposited with the Trustee payable to all
or


                                      -48-
<PAGE>
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 and Coupons to receive amounts in respect of
principal of and interest on the Securities and Coupons held by them shall not
be delayed longer than required by then applicable mandatory rules or policies
of any securities exchange upon which the Securities and Coupons 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 and Coupons of such series.

            SECTION 11.2. Application by Trustee of Funds Deposited for Payment
of Securities. Subject to Section 11.4, all moneys deposited with the Trustee
pursuant to Section 11.1 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 and of Coupons appertaining thereto for the payment or redemption of
which such moneys have been deposited with the Trustee, of all sums due and to
become due thereon for principal and interest; but such money need not be
segregated from other funds except to the extent required by law.

            SECTION 11.3. 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 11.4. 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 or Coupons attached thereto 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 and/or such paying agent, and the Holder of the Security of such
series and of any Coupons appertaining thereto, 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, with respect to
moneys deposited with it for any payment (a) in respect of Registered Securities
of any series, shall at the expense of the Issuer, mail by first-class mail to
Holders of such Securities at their addresses as they shall appear on the
Security Register, and (b) in respect of Unregistered Securities of any series,
shall at the expense of the Issuer cause to be published once, in an Authorized
Newspaper in the Borough of Manhattan, The City of New York and once in an
Authorized Newspaper in London (and if required by Section 3.6, once in an
Authorized Newspaper in Luxembourg), notice, that such moneys remain and that,
after a date specified therein, which shall not be less


                                      -49-
<PAGE>
than thirty days from the date of such mailing or publication, any unclaimed
balance of such money then remaining will be repaid to the Issuer.

                                 ARTICLE TWELVE

                            MISCELLANEOUS PROVISIONS

            SECTION 12.1. 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 and the Coupons appertaining
thereto by the holders thereof and as part of the consideration for the issue of
the Securities and the Coupons appertaining thereto.

            SECTION 12.2. Provisions of Indenture for the Sole Benefit of
Parties and Holders of Securities and Coupons. Nothing in this Indenture or in
the Securities or in the Coupons appertaining thereto, 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
and the Coupons appertaining thereto, and, to the extent provided in Article 10,
to the holders of Senior Indebtedness 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 and the
Coupons, and, to the extent provided in Article 10, to the holders of Senior
Indebtedness.

            SECTION 12.3. 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 12.4. Notices and Demands on Issuer, Trustee and Holders of
Securities and Coupons. 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 or Coupons 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, 60
Wall Street, New York, N.Y. 10015, Attention: Secretary. Any notice, direction,
request or demand by the Issuer or any holder of Securities and Coupons 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


                                      -50-
<PAGE>
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.

            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 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 12.5. 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 with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

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

            Any certificate, statement or opinion of an officer of the 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 or 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 12.6. Payments Due on Saturdays, Sundays and Holidays. If
the date of maturity of interest on or principal of the Securities of any series
or any Coupons appertaining


                                      -51-
<PAGE>
thereto or the date fixed for redemption or repayment of any such Security or
Coupon shall not be a Business Day, then payment of interest 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 12.7. Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with a provision that is required under the Trust
Indenture Act of 1939 to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified
or to be excluded, as the case may be.

            SECTION 12.8. New York Law to Govern. This Indenture and each
Security and Coupon 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 12.9. Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

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

            SECTION 12.11. Securities in a Foreign Currency or in ECU. Unless
otherwise specified in an Officer's Certificate delivered pursuant to Section
2.3 of this Indenture with respect to a particular series of Securities,
whenever for purposes of this Indenture any action may be taken by the holders
of a specified percentage in aggregate principal amount of securities of all
series or all series affected by a particular action at the time Outstanding
and, at such time, there are Outstanding Securities of any series which are
denominated in a coin or currency other than Dollars (including ECUs), then the
principal amount of Securities of such series which shall be deemed to be
Outstanding for the purpose of taking such action shall be that amount of
Dollars that could be obtained for such amount at the Market Exchange Rate. For
purposes of this Section 11.11, Market Exchange Rate shall mean the noon Dollar
buying rate for that currency for cable transfers quoted in The City of New York
as certified for customs purposes by the Federal Reserve Bank of New York;
provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate
of exchange determined by the Commission of the European Communities (or any
successor thereto) as published in the Official Journal of the European
Communities (such publication or any successor publication, the "Journal"). If
such Market Exchange Rate is not available for any reason with respect to such
currency, the Trustee shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York or, in the case
of ECUs, the rate of exchange as published in the Journal, as of the most recent
available date, or quotations or, in the case of ECUs, rates of exchange from
one or more major banks in The City of New York or in the country of issue of
the currency in question, which for purposes of the ECU shall be Brussels,
Belgium, or such other quotations or,


                                      -52-
<PAGE>
in the case of ECU, rates of exchange as the Trustee shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a series denominated in a currency other than
Dollars in connection with any action taken by holders of Securities pursuant to
the terms of this Indenture.

            All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and irrevocably binding upon the Issuer
and all Holders.

                               ARTICLE THIRTEEN

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

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

            SECTION 13.2. Notice of Redemption; Partial Redemptions. Notice of
redemption to the holders of Registered 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. Notice of redemption to the Holders of Unregistered
Securities to be redeemed as a whole or in part, who have filed their names and
addresses with the Trustee pursuant to Section 4.4(c)(ii), shall be given by
mailing notice of such redemption, by first class mail, postage prepaid, at
least thirty days and not more than sixty prior to the date fixed for
redemption, to such Holders at such addresses as were so furnished to the
Trustee (and, in the case of any such notice given by the Issuer, the Trustee
shall make such information available to the Issuer for such purpose). Notice of
redemption to all other holders of Unregistered Securities shall be published in
an Authorized Newspaper in the Borough of Manhattan, The City of New York and in
an Authorized Newspaper in London (and, if required by Section 3.6, in an
Authorized Newspaper in Luxembourg), in each case, once in each of three
successive calendar weeks, the first publication to be not less than thirty nor
more than sixty days prior to the date fixed for redemption. 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.

            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 and, in the case of Securities with Coupons attached thereto, of
all Coupons appertaining thereto maturing after the date fixed for


                                      -53-
<PAGE>
redemption, 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 and, in the case of Securities with
Coupons attached thereto, of all Coupons appertaining thereto maturing after the
date fixed for redemption, a new Security or Securities or Coupons, as the case
may be, 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.

            On or prior to the opening of business on the redemption date at
each place of payment for the series of Securities to be redeemed as 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 (or such shorter period as may be
acceptable to the Trustee in its sole discretion) 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 13.3. Payment of Securities Called for Redemption. If notice
of redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the 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 the unmatured Coupons, if any, appertaining thereto shall be void
and, except as provided in Sections 6.5 and 11.4, such Securities shall cease
from and after the date fixed for redemption to be entitled to any benefit or


                                      -54-
<PAGE>
security under this Indenture, and the holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said notice,
together with all Coupons, if any, appertaining thereto maturing after the date
fixed for redemption, said Securities with, in the case of any Unregistered
Securities that have Coupons attached, all matured Coupons in default
appertaining thereto 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 in the case of Securities with Coupons attached thereto, to the bearers
of the Coupons for such interest upon surrender thereof, and in the case of
Registered Securities 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.

            If any Security with Coupons attached thereto is surrendered for
redemption and is not accompanied by all appurtenant Coupons maturing after the
date fixed for redemption, the surrender of such missing Coupon or Coupons may
be waived by the Issuer and the Trustee, if there be furnished to each of them
such security or indemnity as they may require to save each of them harmless.

            Upon presentation of any Security or Coupons appertaining thereto
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 Coupons appertaining thereto or
Securities of such series together with all Coupons, if any, appertaining
thereto, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security or Coupons appertaining thereto so presented.

            SECTION 13.4. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the 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 13.5. Mandatory and Optional Sinking Funds. The minimum
amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an "optional sinking fund payment". The
date on which a sinking fund payment is to be made is herein referred to as the
"sinking fund payment date".


                                      -55-
<PAGE>
            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.

            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 12.5)
signed by either the chairman of the Board of Directors, the president, the
chairman of the executive committee, any vice chairman of the Board of
Directors, any vice president, the treasurer, any assistant treasurer, the
secretary or any assistant secretary 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. 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 13.2, for redemption on such sinking fund payment date a sufficient


                                      -56-
<PAGE>
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 Issuer, (or the Trustee,
in the name and at the expense of the Issuer if the Issuer 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 13.2 (and
with the effect provided in Section 13.3) for the redemption of Securities of
such series in part at the option of the 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 provide notice of redemption of
Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that, where the mailing or publication of notice of
redemption of any Securities shall theretofore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the 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.


                                      -57-
<PAGE>
            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 March 1, 1993.


                                       J. P. MORGAN & CO. INCORPORATED


                                       By_____________________________
                                          Title: Vice President


  (CORPORATE SEAL]

  Attest:


  By_______________________
     Title:  Assistant
             Secretary


                                       CITIBANK N.A.


                                       By_____________________________
                                          Title:


  [CORPORATE SEAL]

  Attest:


  By_______________________
     Title:


                                      -58-
<PAGE>
STATE OF NEW YORK       )
                        ) ss.
COUNTY OF NEW YORK      )


            On this 1st day of March 1993, before me personally came Marion I.
Pearson, to me personally known, who, being by me duly sworn, did depose and say
that she resides at 60 Wall Street, NYC 10260; that she is an Assistant
Secretary of J. P. MORGAN & CO. INCORPORATED, one of the parties described in
and which executed the above instrument; that she knows the corporate seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed pursuant to authority of the board of directors of
said corporation, and that she signed her name thereto by like authority.

[NOTARY SEAL]



                                    ______________________
                                          Notary Public



STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )


            On this 19th day of February ___, 1988 before me personally came
Timothy Finnegan, to me personally known, who, being by me duly sworn, did
depose and say that he resides at 120 Wall Street, NYC, NY 10005 ; that he is a
Vice President of CITIBANK, N.A. one of the parties 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.

[NOTARY SEAL]



                                    ______________________
                                          Notary Public


                                      -59-