EXHIBIT 4.5

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                               PITNEY BOWES INC.,
                                                                         Issuer

                                       TO



                                                                        Trustee


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


                             Subordinated Indenture

                          Dated as of October__, 2001



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







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                               TABLE OF CONTENTS
                             ----------------------

                                                                           PAGE
                                                                           ----

                                   ARTICLE 1
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01.  Definitions.....................................................1
SECTION 1.02.  Compliance Certificates and Opinions............................9
SECTION 1.03.  Form of Documents Delivered to Trustee.........................10
SECTION 1.04.  Acts of Holders................................................10
SECTION 1.05.  Notices, Etc., to Trustee and Company..........................11
SECTION 1.06.  Notice of Holders; Waiver......................................12
SECTION 1.07.  Conflict with Trust Indenture Act..............................12
SECTION 1.08.  Effect of Headings and Table of Contents.......................13
SECTION 1.09.  Successors and Assigns.........................................13
SECTION 1.10.  Separability Clause............................................13
SECTION 1.11.  Benefits of Indenture..........................................13
SECTION 1.12.  Governing Law..................................................13
SECTION 1.13.  Legal Holidays.................................................13

                                   ARTICLE 2
                                 SECURITY FORMS

SECTION 2.01.  Forms Generally................................................14
SECTION 2.02.  Securities in Permanent Global Form............................14

                                   ARTICLE 3
                                 THE SECURITIES

SECTION 3.01.  Amount Unlimited; Issuable in Series...........................16
SECTION 3.02.  Denominations..................................................18
SECTION 3.03.  Execution, Authentication, Delivery and Dating.................19
SECTION 3.04.  Temporary Securities...........................................21
SECTION 3.05.  Registration, Registration of Transfer and Exchange............21
SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Securities...............25
SECTION 3.07.  Payment of Interest; Interest Rights Preserved.................26
SECTION 3.08.  Persons Deemed Owners..........................................27
SECTION 3.09.  Cancellation...................................................27
SECTION 3.10.  Computation of Interest........................................28


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                                                                           PAGE
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                                   ARTICLE 4
                           SATISFACTION AND DISCHARGE

SECTION 4.01.  Satisfaction and Discharge of Indenture........................28
SECTION 4.02.  Defeasance of Securities of Any Series.........................29
SECTION 4.03.  Application of Trust Funds; Indemnification....................32
SECTION 4.04.  Reinstatement..................................................33

                                   ARTICLE 5
                                    REMEDIES

SECTION 5.01.  Events of Default..............................................33
SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment.............35
SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement by
         Trustee..............................................................36
SECTION 5.04.  Trustee May File Proofs of Claim...............................37
SECTION 5.05.  Trustee May Enforce Claims Without Possession of
         Securities...........................................................38
SECTION 5.06.  Application of Money Collected.................................38
SECTION 5.07.  Limitation on Suits............................................38
SECTION 5.08.  Unconditional Right of Holders to Receive Principal,
         Premium and Interest.................................................39
SECTION 5.09.  Restoration of Rights and Remedies.............................39
SECTION 5.10.  Rights and Remedies Cumulative.................................40
SECTION 5.11.  Delay or Omission Not Waiver...................................40
SECTION 5.12.  Control by Holders.............................................40
SECTION 5.13.  Waiver of Past Defaults........................................41
SECTION 5.14.  Undertaking for Costs..........................................41
SECTION 5.15.  Waiver of Usury, Stay or Extension Law.........................42

                                   ARTICLE 6
                                  THE TRUSTEE

SECTION 6.01.  Certain Duties and Responsibilities............................42
SECTION 6.02.  Notice of Defaults.............................................43
SECTION 6.03.  Certain Rights of Trustee......................................44
SECTION 6.04.  Not Responsible for Recitals or Issuance of Securities.........45
SECTION 6.05.  May Hold Securities............................................45
SECTION 6.06.  Money Held in Trust............................................45
SECTION 6.07.  Compensation and Reimbursement.................................46
SECTION 6.08.  Disqualification; Conflicting Interests........................46
SECTION 6.09.  Corporate Trustee Required; Eligibility........................47


                                       ii

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                                                                           PAGE
                                                                           ----

SECTION 6.10.  Resignation and Removal; Appointment of Successor..............47
SECTION 6.11.  Acceptance of Appointment by Successor.........................49
SECTION 6.12.  Merger, Conversion, Consolidation or Succession to
         Business.............................................................50
SECTION 6.13.  Preferential Collection of Claims Against Company..............51
SECTION 6.14.  Appointment of Authenticating Agent............................51

                                   ARTICLE 7
                HOLDERS' LIST AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01.  Company to Furnish Trustee Names and Addresses of
         Holders..............................................................53
SECTION 7.02.  Preservation of Information; Communications to Holders.........53
SECTION 7.03.  Reports by Trustee.............................................53
SECTION 7.04.  Reports by Company.............................................54

                                   ARTICLE 8
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01.  Company May Consolidate, Etc., Only on Certain Terms...........54
SECTION 8.02.  Successor Corporation Substituted..............................55

                                   ARTICLE 9
                            SUPPLEMENTAL INDENTURES

SECTION 9.01.  Supplemental Indentures Without Consent of Holders.............55
SECTION 9.02.  Supplemental Indentures with Consent of Holders................57
SECTION 9.03.  Execution of Supplemental Indentures...........................58
SECTION 9.04.  Effect of Supplemental Indentures..............................58
SECTION 9.05.  Conformity with Trust Indenture Act............................58
SECTION 9.06.  Reference in Securities to Supplemental Indentures.............59

                                   ARTICLE 10
                                   COVENANTS

SECTION 10.01.  Payment of Principal, Premium and Interest....................59
SECTION 10.02.  Maintenance of Office or Agency...............................59
SECTION 10.03.  Money for Securities Payments to Be Held in Trust.............60
SECTION 10.04.  Corporate Existence...........................................61
SECTION 10.05.  Payment of Taxes and Other Claims.............................61
SECTION 10.06.  Certificate of Officers of the Company........................62
SECTION 10.07.  Waiver of Certain Covenants...................................62


                                      iii

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                                                                           PAGE
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                                   ARTICLE 11
                            REDEMPTION OF SECURITIES

SECTION 11.01.  Applicability of Article......................................62
SECTION 11.02.  Election to Redeem; Notice to Trustee.........................63
SECTION 11.03.  Selection by Trustee of Securities to Be Redeemed.............63
SECTION 11.04.  Notice of Redemption..........................................64
SECTION 11.05.  Deposit of Redemption Price...................................65
SECTION 11.06.  Securities Payable on Redemption Date.........................65
SECTION 11.07.  Securities Redeemed in Part...................................66

                                   ARTICLE 12
                                 SINKING FUNDS

SECTION 12.01.  Applicability of Article......................................66
SECTION 12.02.  Satisfaction of Sinking Fund Payments with Securities.........66
SECTION 12.03.  Redemption of Securities for Sinking Fund.....................67

                                   ARTICLE 13
                          SUBORDINATION OF SECURITIES

SECTION 13.01.  Agreement to Subordinate......................................67
SECTION 13.02.  No Payment on Securities if Senior Indebtedness in
         Default..............................................................68
SECTION 13.03.  Priority of Senior Indebtedness...............................69
SECTION 13.04.  Payment Permitted in Certain Situations.......................71
SECTION 13.05.  Company to Give Notice of Certain Events; Reliance by
         Trustee..............................................................72
SECTION 13.06.  Subrogation of Securities.....................................73
SECTION 13.07.  Company Obligation to Pay Unconditional.......................73
SECTION 13.08.  Authorization of Holders of Securities to Trustee to Effect
         Subordination........................................................74
SECTION 13.09.  No Waiver of Subordination Provisions.........................74
SECTION 13.10.  Notice to Trustee of Facts Prohibiting Payments...............75
SECTION 13.11.  Trustee May Hold Senior Indebtedness..........................75
SECTION 13.12.  All Indenture Provisions Subject to this Article..............75
SECTION 13.13.  Article Applicable to Paying Agents...........................75

TESTIMONIUM...................................................................77
SIGNATURE AND SEALS...........................................................77
ACKNOWLEDGMENTS...............................................................78


                                       iv

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                                                                           PAGE
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EXHIBIT A.      Form of Security.............................................A-1
EXHIBIT B.      Form of Certification........................................B-1


                                       v

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  Reconciliation and tie1 between Trust Indenture Act of 1939, as amended, and

              Subordinated Indenture, dated as of October __, 2001
                                    between
                           Pitney Bowes Inc., Issuer
                                      and
                                                   Trustee
                     ----------------------------,


Trust Indenture                                                        Indenture
 Act Section                                                            Section
ss.310  (a)(1)..............................................................6.09
        (a)(2)..............................................................6.09
        (a)(3)....................................................Not Applicable
        (a)(4)....................................................Not Applicable
        (b).................................................................6.08
                                                                            6.10
ss.311  (a)..............................................................6.13(a)
        (b)..............................................................6.13(b)
        (b)(2).......................................................7.03(a)(ii)
                                                                         7.03(b)
ss.312  (a).................................................................7.01
                                                                         7.02(a)
        (b)..............................................................7.02(b)
        (c)..............................................................7.02(c)
ss.313  (a)..............................................................7.03(a)
        (b)..............................................................7.03(b)
        (c).....................................................7.03(a), 7.03(b)
        (d)..............................................................7.03(c)
ss.314  (a)..................................................................704
        (b).......................................................Not Applicable
        (c)(1)..............................................................1.02
        (c)(2)..............................................................1.02
        (c)(3)....................................................Not Applicable
        (d).......................................................Not Applicable
        (e).................................................................1.02
ss.315  (a)..............................................................6.01(a)
        (b).................................................................6.02
                                                                      7.03(a)(6)
        (c)..............................................................6.01(b)
---------
     1 NOTE: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Indenture.


<PAGE>


Trust Indenture                                                        Indenture
 Act Section                                                            Section
        (d)..............................................................6.01(c)
        (d)(1)........................................................6.01(a)(i)
        (d)(2).......................................................6.01(c)(ii)
        (d)(3)......................................................6.01(c)(iii)
        (e).................................................................5.14
ss.316  (a).................................................................1.01
        (a)(1)(A)...........................................................5.02
                                                                            5.12
        (a)(1)(B)...........................................................5.13
        (a)(2)....................................................Not Applicable
        (b).................................................................5.08
ss.317  (a)(1)..............................................................5.03
        (a)(2)..............................................................5.04
        (b)................................................................10.03
ss.318  (a)................................................................10.07


                                       2

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     SUBORDINATED INDENTURE, dated as of October __ , 2001, between PITNEY
BOWES INC., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
World Headquarters, One Elmcroft Road, Stamford, Connecticut 06926-0700, and
______________, a banking corporation duly organized and existing under the
laws of _______________, as Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture
provided.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   ARTICLE 1
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.01. Definitions.

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

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

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

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


<PAGE>

except as otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at
the date of such computation;

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

     (e) when used with respect to any Security, the words "convert",
"converted" and "conversion" are intended to refer to the right of the Holder
or the Company to convert or exchange such Security into or for securities or
other property in accordance with such terms, if any, as may hereafter be
specified for such Security as contemplated by Section 3.01, and these words
are not intended to refer to any right of the Holder or the Company to exchange
such Security for other Securities of the same series and like tenor pursuant
to Section 3.04, 3.05, 3.06, 9.06 or 11.07 or another similar provision of this
Indenture, unless the context otherwise requires; and references herein to the
terms of any Security that may be converted mean such terms as may be specified
for such Security as contemplated in Section 3.01.

     Certain terms, used principally in Article 6, are defined in that Article.

     "Act", when used with respect to any Holder, has the meaning specified in
Section 1.04.

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

     "Agent Member" means a member of, or participant in, a Depositary.

     "Authenticating Agent" means any Person authorized by the Trustee to act
on behalf of the Trustee to authenticate Securities.

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


                                       2

<PAGE>

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

     "Business Day", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by
law to close.

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

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

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

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time corporate trust business shall be principally administered. At
the date of execution of this Indenture the address of the Corporate Trust
Office is __________.

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

     "Defaulted Interest" has the meaning specified in Section 3.07.

     "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more permanent global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.01, which must be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and if at any time there is more than one
such Person, "Depositary" as used with respect to the Securities of any such
series shall mean the Depositary with respect to the Securities of that series.


                                       3

<PAGE>

     "Event of Default" has the meaning specified in Section 5.01.

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

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as
contemplated by Section 3.01.

     "Interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only upon Maturity, means interest payable
after Maturity.

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

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

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.

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

     "Original Issue Discount Security" means any Security which 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 5.02.

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

          (i) Securities theretofore canceled by the Trustee or delivered to
     the Trustee for cancellation;


                                       4

<PAGE>



          (ii) Securities for whose payment or redemption (a) money in the
     necessary amount has been theretofore deposited with the Trustee or any
     Paying Agent (other than the Company) in trust or set aside and segregated
     in trust by the Company (if the Company shall act as its own Paying Agent)
     for the Holders of such Securities or (b) U.S. Government Obligations as
     contemplated by Section 4.02 in the necessary amount have been theretofore
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 6.09 in trust for the Holders of such Securities in accordance
     with Section 4.03; provided that, if such Securities are to be redeemed,
     notice of such redemption has been duly given pursuant to this Indenture
     or provision therefor satisfactory to the Trustee has been made;

          (iii) Securities as to which Defeasance has been effected pursuant to
     Section 4.02;

          (iv) Securities which have been paid pursuant to Section 3.06 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities
     in respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company; and

          (v) Securities as to which any property deliverable upon conversion
     thereof has been delivered (or such delivery has been duly provided for),
     or as to which any other particular conditions have been satisfied, in
     each case as may be provided for such Securities as contemplated in
     Section 3.01;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date (A) the principal amount of an Original Issue Discount Security
which shall be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon acceleration of the
Maturity thereof to such date pursuant to Section 5.02, (B) if, as of such
date, the principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by
Section 3.01, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar


                                       5

<PAGE>

equivalent, determined as of such date in the manner provided as contemplated
by Section 3.01, of the principal amount of such Security (or, in the case of a
Security described in Clause (A) or (B) above, of the amount determined as
provided in such Clause), and (D) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

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

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

     "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium or
interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Preferred Stock" as applied to the capital stock of any corporation means
stock of any class or classes (however designated) which is preferred as to the
payment of dividends, or as to the distribution of assets on any voluntary or
involuntary liquidation or dissolution of such corporation, over shares of
stock of any other class of such corporation.


                                       6

<PAGE>

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

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

     "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

     "Responsible Officer", when used with respect to the Trustee, means any
officer within the Corporate Trustee Administration Department, including any
vice president, any assistant secretary, any trust officer or assistant trust
officer, or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.

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

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.05.

     "Senior Indebtedness" means (a) all indebtedness of the Company for money
borrowed (including without limitation obligations of the Company in respect of
overdrafts, foreign exchange contracts, letters of credit, bankers'
acceptances, or any loan or advance from a bank whether or not evidenced by
promissory notes or other instruments) or incurred in connection with the
acquisition of property, whether outstanding on the date of execution of this
Indenture or thereafter created, assumed or incurred, except such indebtedness
as is by its terms expressly stated to be subordinate or not superior in right
of payment to the Securities or to rank pari passu with the Securities and (b)
any amendments, renewals, extensions, modifications and refundings of any such
Senior Indebtedness, or debentures, notes or other evidences of indebtedness
issued in exchange for such Senior Indebtedness. The term "indebtedness of the
Company for money borrowed" as used in the foregoing sentence shall mean any
obligation of the Company (and any guaranty, endorsement or other contingent
obligation of the Company in respect of, or to purchase or otherwise acquire,
any obligation of another) for borrowed money evidenced by notes or other
written obligations, and any


                                       7

<PAGE>

indebtedness of the Company evidenced by bonds, notes or debentures or other
similar instruments. The term "indebtedness of the Company incurred in
connection with the acquisition of property" as used in the first sentence of
this definition shall mean any purchase money obligation (whether or not
secured by any lien or other security interest) created or assumed as all or
part of the consideration for the acquisition of property whether by purchase,
merger, consolidation or otherwise (but not including any account payable or
any other obligation created or assumed by the Company in the ordinary course
of business in connection with the obtaining of materials or services).

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

     "Stated Maturity", when used with respect to any Security or any
instalment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such instalment of principal or interest is due and payable.

     "Subsidiary" means with respect to the Company, a corporation more than
50% of the outstanding Voting Stock of which is owned, directly or indirectly,
by the Company or by one or more other Subsidiaries, or by the Company and one
or more other Subsidiaries. For the purposes of this definition, "Voting Stock"
means stock which ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such
voting power by reason of any contingency.

     "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall
mean or include each Person who is then a Trustee hereunder; provided, however,
that if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean only the Trustee with
respect to Securities of that series.

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

     "U.S. Government Obligations" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by


                                       8

<PAGE>

and acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank or trust company as custodian
with respect to any such U.S. Government Obligations or a specific payment of
interest on or principal of any such U.S. Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt for
any amount received by the custodian in respect to the U.S. Government
Obligation or the specific payment of interest on or principal of the U.S.
Government Obligation by such depository receipt.

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

     SECTION 1.02. Compliance Certificates and Opinions.

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

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

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

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

     (c) a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to express an


                                       9

<PAGE>

informed opinion as to whether or not such covenant or condition has been
complied with; and

     (d) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.

     SECTION 1.03. Form of Documents Delivered to Trustee.

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

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

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

     SECTION 1.04. Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. If any
Securities are denominated in coin or currency other than that of the United


                                       10

<PAGE>



States, then for the purposes of determining whether the Holders of the
requisite principal amount of Securities have taken any action with respect to
the Securities of more than one series as herein described, the principal
amount of such Securities shall be deemed to be that amount of United States
dollars that could be obtained for such principal amount on the basis of the
spot rate of exchange into United States dollars for the currency in which such
Securities are denominated (as evidenced to the Trustee by an Officers'
Certificate) as of the date the taking of such action by the Holders of such
requisite principal amount is evidenced to the Trustee as provided in the
immediately preceding sentence. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

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

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

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

     SECTION 1.05. Notices, Etc., to Trustee and Company.

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


                                       11

<PAGE>

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

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

     SECTION 1.06. Notice of Holders; Waiver.

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in 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 regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

     SECTION 1.07. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which 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.


                                       12

<PAGE>

     SECTION 1.08. Effect of Headings and Table of Contents.

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

     SECTION 1.09. Successors and Assigns.

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

     SECTION 1.10. Separability Clause.

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

     SECTION 1.11. Benefits of Indenture.

     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the Parties hereto, any Authenticating Agent,
any Paying Agent, any Security Registrar and their successors hereunder, the
holders of any Senior Indebtedness and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

     SECTION 1.12. Governing Law.

     This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

     SECTION 1.13. Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security, or any date on which a Holder has the right to
convert his Security, shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any), or conversion of such
Security, need not be made at such Place of Payment on such date, but may be
made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity.


                                       13

<PAGE>

                                   ARTICLE 2
                                 SECURITY FORMS

     SECTION 2.01. Forms Generally.

     The Securities of each series shall be in substantially the form set forth
in Exhibit A, or in such other form as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with any law or any rules or
regulations pursuant thereto, or with the rules of any securities exchange or
to conform to general usage, all as may consistently herewith be determined by
the officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.03 for the authentication and delivery of such
Securities.

     The Trustee's certificates of authentication shall be in substantially the
form set forth in Exhibit B.

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

     SECTION 2.02. Securities in Permanent Global Form.

     If the Company shall establish pursuant to Section 3.01 that the
Securities of a series are to be issued in whole or in part in permanent global
form, then notwithstanding Section 3.01(h) and the provisions of Section 3.02,
any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent
the aggregate amount of Outstanding Securities from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities represented
thereby may from time to time be reduced to reflect exchanges. Any endorsement
of a Security in permanent global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee or the Security Registrar in such manner and upon
instructions given by such Person or Persons as shall be specified in such
Security in permanent global


                                       14

<PAGE>

form or in the Company Order to be delivered to the Trustee pursuant to Section
3.03 or Section 3.04. Subject to the provisions of Section 3.03 and, if
applicable, Section 3.04, the Trustee or the Security Registrar shall deliver
and redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified in such Security or in
the applicable Company Order. If a Company Order pursuant to Section 3.03 or
3.04 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a global Security
shall be in writing but need not comply with Section 1.02 and need not be
accompanied by an Officer's Certificate or an Opinion of Counsel, provided that
the permanent global Security to be endorsed, delivered or redelivered has
previously been covered by an Opinion of Counsel.

     The provisions of the last sentence of Section 3.03 shall only apply to
any Security represented by a Security in permanent global form if such
Security was never issued and sold by the Company and the Company delivers to
the Trustee or the Security Registrar the Security in permanent global form
together with written instructions (which need not comply with Section 1.02 and
need not be accompanied by an Officer's Certificate or an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 3.03.

     Unless otherwise specified as contemplated by Section 3.01 for the
Securities evidenced thereby, every Security in permanent global form
authenticated and delivered hereunder shall bear a legend in substantially the
following form:

     THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS REGISTERED IN
THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


                                       15

<PAGE>

                                   ARTICLE 3
                                 THE SECURITIES

     SECTION 3.01. Amount Unlimited; Issuable in Series.

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

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.03,
set forth, or determined in the manner provided, in an Officer's Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series

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

     (b) any limit upon the aggregate principal amount of the Securities of the
series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the series pursuant to
Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which,
pursuant to Section 3.03 of the Indenture, shall have not been issued and sold
by the Company and are therefore deemed never to have been authenticated and
delivered hereunder);

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

     (d) the Person to whom any interest on any Security of the series shall be
payable if other than as set forth in Section 3.07; the rate or rates at which
the Securities of the series shall bear any interest or the manner of
calculation of such rate or rates, if any, the date or dates from which any
such interest shall accrue, the Interest Payment Dates on which any such
interest shall be payable and the Regular Record Date, for the interest payable
on any Interest Payment Date;

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

     (f) the period or periods within which, the price or prices at 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 Company and, if other than by a Board
Resolution, the manner in which any election by the Company to redeem the
Securities shall be evidenced;


                                       16

<PAGE>

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

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

     (i) 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 5.02;

     (j) if applicable, that the Securities of the Series, in whole or any
specified part, shall be defeasible pursuant to Section 4.02 or Section 10.08
or both Sections and if other than a Board Resolution, the manner in which any
election by the Company to defease those securities shall be evidenced;

     (k) whether the Securities of the series are to be issuable in whole or in
part in permanent global form, without coupons, and, if so, (i) the form of any
legend or legends which shall be borne by any such permanent global Security in
addition to or in lieu of that set forth in Section 2.02, (ii) any
circumstances in addition to or in lieu of those set forth in Clause (2) of the
last paragraph of Section 3.05 in which such permanent global Security may be
exchanged in whole or in part for Securities registered, and in which any
transfer of such permanent global Security in whole or in part may be
registered, in the name of Persons other than the Depositary for such permanent
global Security or a nominee thereof and (iii) the Depositary with respect to
any such permanent global Security or Securities;

     (l) the currency or currencies, including composite currencies, in which
payment of the principal of, and any premium and interest on, the Securities of
the series shall be payable if other than the currency of the United States of
America;

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


                                       17

<PAGE>

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

     (o) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal
amount shall be determined);

     (p) any addition to or change in the Events of Default which applies to
any Securities of the series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 5.01;

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

     (r) the terms, if any, on which Holders of Securities may convert or
exchange any Securities of the series into any securities of any Person; and

     (s) any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture, except as permitted by Section 9.01(e)).

     All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution referred to above and (subject to Section 3.03) set forth
in the Officer's Certificate referred to above or in any such indenture
supplemental hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

     SECTION 3.02. Denominations.


                                       18

<PAGE>

     The Securities of each series shall be issuable in registered form without
coupons and only in such denominations as shall be specified in accordance with
Section 3.01. In the absence of such provisions with respect to the Securities
of any series, the Securities of such series shall be issuable in denominations
of $1,000 and any integral multiple thereof.

     SECTION 3.03. Execution, Authentication, Delivery and Dating.

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

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating,

     (a) if the form of such Securities has been established by or pursuant to
Board Resolution as permitted by Section 2.01, that such form has been
established in conformity with the provisions of this Indenture;

     (b) if the terms of such Securities have been established by or pursuant
to Board Resolution as permitted by Section 3.01, that such terms have been
established in conformity with the provisions of this Indenture; and

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


                                       19

<PAGE>

of the Company, enforceable in accordance with their terms, subject to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting the enforcement of creditors' rights and to general
equity principles.

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

     Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 3.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the time of authentication upon original issuance of
the first Security of such series to be issued.

     Each Security shall be dated the date of its authentication.

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

     Notwithstanding the foregoing and subject, in the case of a Security in
permanent global form, to Section 2.02, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
directing such cancellation and stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.


                                       20

<PAGE>

     SECTION 3.04. Temporary Securities.

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

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

     SECTION 3.05. Registration, Registration of Transfer and Exchange.

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is
hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers of Securities as herein provided.

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


                                       21

<PAGE>

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

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

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

     The Company shall not be required (i) to issue, register the transfer of
or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 11.03 and
ending at the close of business on the day of such day of such mailing, or (ii)
to register the transfer of or exchange any Security so selected for redemption
in whole or in part, except the unredeemed portion of any Security being
redeemed in part.

     The provisions of Clauses (1) - (7) below shall apply only to permanent
global Securities:

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


                                       22

<PAGE>

               (2) Notwithstanding any other provisions in this Indenture, no
          permanent global Security may be exchanged in whole or in part for
          Securities registered, and no transfer of a permanent global Security
          in whole or in part may be registered, in the name of any Person
          other than the Depositary for such permanent global Security or a
          nominee thereof unless (a) the Depositary notifies the Company
          pursuant to Clause (4) of this Section that it is unwilling or unable
          to continue as Depositary for such permanent global Security or if at
          any time the Depositary ceases to be a clearing agency registered
          under the Securities Exchange Act of 1934, as amended, (b) if the
          Company in its sole discretion determines pursuant to Clause (5) of
          this Section that such permanent global Security shall be so
          exchangeable or transferrable and executes and delivers to the
          Security Registrar a Company Order providing that such permanent
          global Security shall be so exchangeable or transferrable, (c) any
          event shall have occurred and be continuing which, after notice or
          lapse of time, or both, would become an Event of Default with respect
          to the securities of the series of which such permanent global
          Security is a part or (d) there shall exist such circumstances, if
          any, in addition or in lieu of the foregoing as have been specified
          for this purpose as contemplated by Section 3.01.

               (3) Subject to Clause (2) above, any exchange of a permanent
          global Security for other Securities may be made in whole or in part,
          and all Securities issued in exchange for a permanent global Security
          or any portion thereof shall be registered in such names as the
          Depositary for such permanent global Security shall direct. The
          Trustee shall deliver such Securities to or as directed by the
          Persons in whose names such Securities are so registered.

               (4) If at any time the Depositary for any Securities of a series
          represented by one or more global Securities notifies the Company
          that it is unwilling or unable to continue as Depositary for such
          Securities or if at any time the Depositary ceases to be a clearing
          agency registered under the Securities Exchange Act of 1934, as
          amended, the Company shall appoint a successor Depositary with
          respect to such Securities. If a successor Depositary for such
          Securities is not appointed by the Company within 90 days after the
          Company receives such notice or becomes aware of such ineligibility
          (and in any event before the Depositary surrenders such global
          Security for exchange), the Company's


                                       23

<PAGE>

          election that such Securities be represented by one or more global
          Securities shall no longer be effective and the Company shall
          execute, and the Trustee, upon receipt of an Officers' Certificate
          for the authentication and delivery of definitive Securities of such
          series, will authenticate and deliver, Securities of such series in
          definitive registered form without coupons, in any authorized
          denominations, in an aggregate principal amount equal to the
          principal amount of the global Security or Securities representing
          such Securities in exchange for such global Security or Securities.

               (5) The Company may at any time and in its sole discretion
          determine that the Securities of any series issued in the form of one
          or more global Securities shall no longer be represented by a global
          Security or Securities. In such event the Company will execute, and
          the Trustee, upon receipt of an Officers' Certificate for the
          authentication and delivery of definitive Securities of such series,
          will authenticate and deliver Securities of such series in definitive
          registered form, in any authorized denominations, in an aggregate
          principal amount equal to the principal amount of the global Security
          or Securities representing such Securities, in exchange for such
          global Security or Securities.

               (6) Subject to Clause (2) above, with respect to Securities
          represented by a global Security, the Depositary for such global
          Security may surrender such global Security in exchange in whole or
          in part for Securities of the same series in definitive registered
          form on such terms as are acceptable to the Company and such
          Depositary. Thereupon, the Company shall execute, and the Trustee
          shall authenticate and deliver, without service charge,

                    (i) to the Person specified by such Depositary a new
               Security or Securities of the same series, of any authorized
               denomination as requested by such Person, in an aggregate
               principal amount equal to and in exchange for such Person's
               beneficial interest in the global Security; and

                    (ii) to such Depositary a new global Security in a
               denomination equal to the difference, if any, between the
               principal amount of the surrendered global Security and the
               aggregate principal amount of Securities authenticated and
               delivered pursuant to clause 3.05(6)(i) above.


                                       24

<PAGE>

               Upon the exchange of a global Security for Securities in
          definitive registered form, in authorized denominations, such global
          Security shall be canceled by the Trustee.

               (7) Every Security authenticated and delivered upon registration
          of transfer of, or in exchange for or in lieu of, a permanent global
          Security or any portion thereof, whether pursuant to this Section,
          Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be
          authenticated and delivered in the form of, and shall be, a permanent
          global Security, unless such Security is registered in the name of a
          Person other than the Depositary for such permanent global Security
          or a nominee thereof.

     SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

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


                                       25

<PAGE>

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

     SECTION 3.07. Payment of Interest; Interest Rights Preserved.

     Unless otherwise provided as contemplated by Section 3.01 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest; provided that if that Security or its Predecessor Security
was originally issued on a date after a Regular Record Date and before the
following Interest Payment Date, the first payment of interest on such Security
will be made on the Interest Payment Date following the next succeeding Regular
Record Date. Interest payable at Maturity (other than on a date which is an
Interest Payment Date) will be paid to the same Person to whom the principal
amount of this Security is payable.

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

     (a) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such
series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted


                                       26

<PAGE>

Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of Securities of such series at his address as it
appears in the Security Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (b).

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

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

     SECTION 3.08. Persons Deemed Owners.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of (and premium, if any) and
(subject to Section 3.07) interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

     SECTION 3.09. Cancellation.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange, for credit against any sinking fund payment or for
conversion shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever and may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be


                                       27

<PAGE>

promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities held
by the Trustee shall be disposed of as directed by a Company Order.

     SECTION 3.10. Computation of Interest.

     Except as otherwise specified as contemplated by Section 3.01 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 4
                           SATISFACTION AND DISCHARGE

     SECTION 4.01. Satisfaction and Discharge of Indenture.

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

     (a) either

          (i) all Securities theretofore authenticated and delivered (other
     than (x) Securities which have been destroyed, lost or stolen and which
     have been replaced or paid as provided in Section 3.06 and (y) Securities
     for whose payment money has theretofore been deposited in trust or
     segregated and held in trust by the Company and thereafter repaid to the
     Company or discharged from such trust, as provided in Section 10.03) have
     been delivered to the Trustee for cancellation; or

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

               (A) have become due and payable, or

               (B) will become due and payable at their Stated Maturity within
          one year, or


                                       28

<PAGE>

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

          and the Company, in the case of (A), (B) or (C) above has deposited
          or caused to be deposited with the Trustee as trust funds in trust
          for the purpose an amount sufficient to pay and discharge the entire
          indebtedness on such Securities not theretofore delivered to the
          Trustee for cancellation, for principal and any premium or interest
          to the date of such deposit (in the case of Securities which have
          become due and payable) or to the Stated Maturity or Redemption Date,
          as the case may be;

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations
of the Trustee to any Authenticating Agent under Section 6.14 and, if money
shall have been deposited with the Trustee pursuant to subclause (ii) of clause
(a) of this Section, the obligations of the Trustee under Section 4.03 and the
last paragraph of Section 10.03 shall survive.

     SECTION 4.02. Defeasance of Securities of Any Series.

     Unless otherwise specified pursuant to Section 3.01 with respect to the
Securities of any series, then notwithstanding Section 4.01, the Company shall
be deemed to have paid and discharged the entire indebtedness on all the
Outstanding Securities of any series on the 91st day after the date of the
deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such Outstanding Securities, shall no longer be in
effect (and the Trustee, at the expense of the Company, shall at Company
Request, execute proper instruments acknowledging the same) (hereinafter called
"Defeasance"), except as to:

     (a) the rights of Holders of Securities to receive, from the trust funds
described in subparagraph (d) hereof, (i) payment of the principal of and any
premium and each instalment of principal of and any premium or interest on the


                                       29

<PAGE>

Outstanding Securities of that series on the Stated Maturity of such principal
or instalment of principal or interest and (ii) the benefit of any mandatory
sinking fund payments or analogous payments applicable to Securities of such
series on the day on which such payments are due and payable in accordance with
the terms of the Indenture and such Securities;

     (b) the Company's obligations with respect to such Securities under
Sections 3.05, 3.06, 10.02 and 10.03; and

     (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder;

provided that the following conditions have been satisfied:

     (d) with reference to this provision the Company has irrevocably deposited
or caused to be irrevocably deposited with the Trustee as trust funds in the
trust for purposes of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the
Securities of that series, (i) money in an amount, or (ii) U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide not later than one day
before the due date of any payment referred to in clause (A) or (B) of this
subparagraph (d) money in an amount, or (iii) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge, and which shall be applied by the Trustee
for such purposes, (A) the principal of and any premium and each instalment of
principal and any premium or interest on the Outstanding Securities of that
series on the Stated Maturity or the Redemption Date, as the case may be, of
such principal or instalment of principal or interest and (B) any mandatory
sinking fund payments or analogous payments applicable to Securities of such
series on the day on which such payments are due and payable, each in
accordance with the terms of this Indenture and of such Securities;

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

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


                                       30

<PAGE>

     (g) such Defeasance would not cause any Outstanding Security of such
series then listed on any nationally recognized securities exchange to be then
delisted as a result thereof;

     (h) no Event of Default or event which with notice or lapse of time would
become an Event of Default with respect to Securities of the series shall have
occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date;

     (i) the Company has delivered to the Trustee an Opinion of Counsel stating
that (x) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (y) since the date of this Indenture
there has been a change in the applicable Federal income tax law, in either
case to the effect that, and such Opinion of Counsel shall confirm that,
Holders of the Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such deposits, defeasance
and discharge and will be subject to Federal income tax on the same amount and
in the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred; and that such Defeasance
would not result in the trust arising from such deposit constituting an
investment company within the meaning of the Investment Company Act of 1940, as
amended from time to time;

     (j) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent provided for
relating to the Defeasance contemplated by this provision have been complied
with;

     (k) No event or condition shall exist that, pursuant to the provisions of
Article 13, would prevent the Company from making payments of the principal of
(and any premium) or interest on the Securities of such series on the date of
such deposit or at any time on or prior to the 90th day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied
until such 90th day shall have ended); and

     (l) The Company has delivered to the Trustee an Opinion of Counsel
substantially to the effect that (x) the trust funds deposited pursuant to this
Section will not be subject to any rights of holders of Senior Indebtedness,
including those arising under Article 13, and (y) after the 90th day following
the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally, except that if a court were to rule under any such
law in any case or proceeding that the trust funds remained property of the
Company, no opinion is given as to the effect of such laws on the trust funds
except the following: (A) assuming such trust funds


                                       31

<PAGE>

remained in the possession of the trustee with whom such funds were deposited
prior to such court ruling to the extent not paid to Holders of such
Securities, such trustee would hold, for the benefit of such Holders, a valid
and perfected security interest in such trust funds that is not avoidable in
bankruptcy or otherwise, (B) such Holders would be entitled to receive adequate
protection of their interests in such trust funds if such trust funds were used
and (C) no property, rights in property or other interests granted to such
trustee (or the Trustee) or such Holders in exchange for or with respect to any
such funds would be subject to any prior rights of holders of Senior
Indebtedness, including those arising under Article 13.

     SECTION 4.03. Application of Trust Funds; Indemnification.

     (a) Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01, all money and U.S.
Government Obligations deposited with the Trustee pursuant to Section 4.02 and
all money received by the Trustee in respect of U.S. Government Obligations
deposited with the Trustee pursuant to Section 4.02 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto of the principal (and premium, if
any) and interest for whose payment such money has been deposited with or
received by the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Section 4.02. Money and U.S. Government Obligations
(including the proceeds thereof) so held in trust shall not be subject to the
provisions of Article 13, provided that the applicable conditions of Section
4.02 have been satisfied. All moneys deposited with the Trustee pursuant to
Section 4.01 (and held by it or any Paying Agent) for the payment of Securities
subsequently converted shall be returned to the Company upon Company Request.

     (b) The Company shall pay and shall indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against U.S. Government Obligations
deposited pursuant to Section 4.02 or the interest and principal received in
respect of such obligations other than any payable by or on behalf of Holders.

     (c) The Trustee shall deliver or pay to the Company from time to time upon
Company Request any money or U.S. Government Obligations held by it as provided
in Section 4.02 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount which then would
have been required to be deposited for the purpose for which such money or U.S.
Government Obligations were deposited or received.


                                               32

<PAGE>

     SECTION 4.04. Reinstatement.

     If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 4.02 with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application or upon the occurrence of an Event of
Default, then the obligations under this Indenture and such Securities from
which the Company has been discharged or released pursuant to Section 4.02
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section
4.03 with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium
or interest on any such Security following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in
trust.


                                   ARTICLE 5
                                    REMEDIES

     SECTION 5.01. Events of Default.

     "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of
Article 13 or be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

     (a) default in the payment of any interest upon any Security of that
series when it becomes due and payable, and continuance of such default for a
period of 30 days; or

     (b) default in the payment of the principal of (or premium, if any on) any
Security of that series at its Maturity; or

     (c) default in the deposit of any sinking fund payment, when and as due by
the terms of a Security of that series; or


                                       33

<PAGE>

     (d) default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for
the benefit of a series of Securities other than that series), 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 Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of
the Outstanding Securities of each series affected thereby a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

     (e) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

     (f) the commencement by the Company of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for similar relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable Federal
or State law, or the consent by it to the filing of such petition or the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or of any
substantial part of its property, or the making by it of any assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of corporate action by
the Company in furtherance of any such action; or


                                       34

<PAGE>

     (g) any events of default provided with respect to Securities of that
Series.

     SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default described in clause (a), (b), (c), (d) or (g) of
Section 5.01 with respect to Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of such
series (each such series voting as a separate class in the case of an Event of
Default under clause (a), (b), (c) or (g) of Section 5.01, and all such series
voting as one class in the case of such an Event of Default under clause (d) of
Section 5.01) may declare the principal amount (or, if the Securities of any
such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all of the
Securities of such series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If any Event of Default described in clause (e) or
(f) of Section 5.01 occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in aggregate principal amount of
all the Outstanding Securities (voting as one class) may declare the principal
amount (or, if the Securities of any such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Securities then Outstanding to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.

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

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

          (i) the overdue interest on all Securities of the series,

          (ii) the principal of (and premium, if any, on) any Securities of
     that series which have become due otherwise than by such declaration of


                                       35

<PAGE>

     acceleration and interest thereon at the rate or rates prescribed therefor
     in such Securities,

          (iii) to the extent that payment of such interest is lawful, interest
     upon overdue interest at the rate or rates prescribed therefor in such
     Securities, and

          (iv) all sums paid or advanced by the Trustee hereunder and the
     reasonable compensation, expenses, disbursements and advances of the
     Trustees, its agents and counsel and all other amounts due under 6.07;

     and

     (b) all Events of Default with respect to Securities of that series other
than the non-payment of the principal of Securities of that series which have
become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 5.13.

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

     SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee.

     The Company covenants that if

     (a) default is made in the payment of any interest on any Security when
such interest becomes due and payable and such default continues for a period
of 30 days, or

     (b) default is made in the payment of the principal of (or premium, if
any, on) any Security at the Maturity thereof

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities, for principal (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the
rate or rates prescribed therefor in such Securities and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


                                       36

<PAGE>

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

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

     SECTION 5.04. Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Company or any other obligor upon
the Securities or the property or creditors of the Company or of such other
obligor, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and
all actions authorized under the Trust Indenture Act in order to have the
claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute
the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
6.07.

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


                                       37

<PAGE>

the rights of any Holders hereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors' or other similar
committee

     SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities.

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

     SECTION 5.06. Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article shall, subject
to the subordination provisions hereof, be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

                    FIRST: To the payment of all amounts due the Trustee under
               Section 6.07; and

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

     SECTION 5.07. Limitation on Suits.

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


                                       38

<PAGE>

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

     (b) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

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

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

     (e) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal
amount of all Outstanding Securities of that series;

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

     SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium
and Interest.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 3.07)
interest on such Security on the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

     SECTION 5.09. Restoration of Rights and Remedies.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such


                                       39

<PAGE>

proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

     SECTION 5.10. Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.06, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertions 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.

     SECTION 5.11. Delay or Omission Not Waiver.

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

     SECTION 5.12. Control by Holders.

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

     (a) such direction shall not be in conflict with any rule of law or with
this Indenture,

     (b) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and

     (c) the Trustee shall have the right to decline any direction with respect
to which a Responsible Officer reasonably determines such direction will cause


                                               40

<PAGE>

     the Trustee to incur any liability for which it shall not have been
adequately indemnified pursuant to Section 5.07.

     SECTION 5.13. Waiver of Past Defaults.

     The Holders of (i) not less than a majority in principal amount of the
Outstanding Securities of any series (each such series voting as a separate
class) may on behalf of the Holders of all Securities of such series waive any
past default with respect to such series and its consequences, or (ii) not less
than a majority in principal amount of the Outstanding Securities (voting as
one class) may on behalf of the Holders of all the Outstanding Securities
affected thereby waive any past default described in (d), (e) and (f) of
Section 5.01 with respect to the Securities of such series and its
consequences, except in any such case a default

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

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

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

     SECTION 5.14. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, in the manner and to the extent
provided in the Trust Indenture Act; but the provisions of this Section shall
not apply to any suit instituted by the Company, to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 25% in principal amount of the Outstanding Securities
of any series or to any suit instituted by any Holder for the enforcement of
the payment of the principal of (or premium, if any) or interest on any
Security on or after the Stated Maturity or


                                               41

<PAGE>

Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date) or for the enforcement of the right to convert any
Security in accordance with its terms.

     SECTION 5.15. Waiver of Usury, Stay or Extension Law.

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


                                   ARTICLE 6
                                  THE TRUSTEE

     SECTION 6.01. Certain Duties and Responsibilities.

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

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

     (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.


                                       42

<PAGE>

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

          (i) this Subsection shall not be construed to limit the effect of
     Subsection (a) of this Section;

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

          (iii) the Trustee shall not be liable with respect to any action
     taken or omitted to be taken by it in good faith in accordance with the
     direction of the Holders of a majority in principal amount of the
     Outstanding Securities of any series, determined as provided in Section
     5.12, relating to the time, method and place of conducting any proceeding
     for any remedy available to the Trustee, or exercising any trust or power
     conferred upon the Trustee, under this Indenture with respect to the
     Securities of such series; and

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

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

     SECTION 6.02. Notice of Defaults.

     If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
5.01(d) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.


                                       43

<PAGE>

     SECTION 6.03. Certain Rights of Trustee.

     Subject to the provisions of Section 6.01:

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

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

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

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

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

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

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys


                                               44

<PAGE>

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

     (h) the Trustee is not required to take notice or deemed to have notice of
any default or Event of Default hereunder, except an Event of Default under
Section 5.01(a), (b) or (c) if at the time it is serving as Paying Agent for
the Securities, unless a Responsible Officer of the Trustee (i) has actual
knowledge of such default or Event of Default or (ii) has received notice in
writing of such default or Event of Default from the Company or from the
holders of at least 25% in aggregate principal amount of the Outstanding
Securities of the series so affected, and in the absence of any such actual
knowledge or notice, the Trustee may conclusively assume that no default or
Event of Default exists; and

     (i) the Trustee's immunities and protections from liability and its rights
to compensation and indemnification in connection with the performance of its
duties under this Indenture shall extend to the Trustee's officers, directors,
agents and employees. Such immunities and protections and right to
indemnification, together with the Trustee's right to compensation, shall
survive the Trustee's resignation or removal and final payment of the
Securities.

     SECTION 6.04. Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the
Company, and the Trustee or any Authenticating Agent assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

     SECTION 6.05. May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.

     SECTION 6.06. Money Held in Trust.

     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no


                                       45

<PAGE>

liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

     SECTION 6.07. Compensation and Reimbursement.

     The Company agrees

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

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

     (c) to indemnify the 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
the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.

     (d) The Trustee shall have, and is hereby granted, a first priority lien
on all monies, securities and collateral (other than monies held in trust by
the Trustee for the purpose of paying the principal of, and any premium and
interest on, the Securities) held by or on behalf of the Trustee pursuant to
this Indenture for payment or reimbursement to the Trustee of its fees,
expenses and any other monies payable to it hereunder.

     SECTION 6.08. Disqualification; Conflicting Interests.

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


                                       46

<PAGE>

than one series or a trustee under any other indenture, or a fiscal agent under
any other fiscal agency agreement, of the Company.

     SECTION 6.09. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 subject to supervision or examination by Federal or
State authority and having its Corporate Trust Office in any State in the
United States of America or in the District of Columbia. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

     SECTION 6.10. Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

     (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

     (c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of a notice of removal pursuant to this paragraph, the Trustee being
removed may petition, at the expense of the Company, any court of competent


                                               47

<PAGE>

jurisdiction for the appointment of a successor Trustee with respect to the
Securities of  such series.

     (d) If at any time:

          (i) the Trustee shall fail to comply with Section 6.08 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

          (ii) the Trustee shall cease to be eligible under Section 6.09 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder, or

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

then, in any such case, (A) the Company, by a Board Resolution, may remove the
Trustee with respect to the applicable series of Securities, or (B) subject to
Section 5.14, any Holder who has been a bona fide Holder of a Security of any
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 with respect to such series of Securities and the
appointment of a successor Trustee or Trustees.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 6.11, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor


                                       48

<PAGE>

Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

     SECTION 6.11. Acceptance of Appointment by Successor.

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

     (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series


                                       49

<PAGE>

as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

     (c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.

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

     SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.

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


                                       50

<PAGE>

     SECTION 6.13. Preferential Collection of Claims Against Company.

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

     SECTION 6.14. Appointment of Authenticating Agent.

     At any time the Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue, exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

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


                                       51

<PAGE>

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 6.07.

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

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

                                    ---------------------------
                                                    As Trustee,

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


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


                                       52

<PAGE>

                                   ARTICLE 7
                HOLDERS' LIST AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders.

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

     (a) semi-annually a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of the date of such list,
and

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

     SECTION 7.02. Preservation of Information; Communications to Holders.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

     (b) The rights of Holders to communicate with other Holders with respect
to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

     (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
made pursuant to the Trust Indenture Act.

     SECTION 7.03. Reports by Trustee.

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


                                       53

<PAGE>

     Reports so required to be transmitted annually shall be transmitted within
60 days after April 1 in each calendar year, commencing in 2002.

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

     SECTION 7.04. Reports by Company.

     The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.



                                   ARTICLE 8
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 8.01. Company May Consolidate, Etc., Only on Certain Terms.

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

     (a) in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the corporation formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation organized and existing
under the laws of the United States of America, any State thereof or the
District of Columbia and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of (and premium, if any)
and interest on all the Securities and the


                                       54

<PAGE>

performance of every covenant of this Indenture on the part of the Company to be
performed or observed;

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

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

     SECTION 8.02. Successor Corporation Substituted.

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


                                   ARTICLE 9
                            SUPPLEMENTAL INDENTURES

     SECTION 9.01. Supplemental Indentures Without Consent of Holders.

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


                                       55

<PAGE>

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

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

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

     (d) to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons, or permit or facilitate the issuance of Securities in
uncertificated form; or

     (e) to add to, change or eliminate any of the provisions of this Indenture
in respect of one or more series of Securities, provided that any such
addition, change or elimination shall (A) neither (i) apply to Securities of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of such Securities with respect to such provision or (B) become
effective only when there is no such Security Outstanding; or

     (f) to secure the Securities; or

     (g) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01; or

     (h) 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 and facilitate the administration of the trusts hereunder by
more than one Trustee, pursuant to the requirements of Section 6.11(b); or

     (i) to add to or change any of the provisions of this Indenture with
respect to any Securities that by their terms may be converted into any
securities


                                       56

<PAGE>

of any Person, in order to permit or facilitate the issuance, payment or
conversion of such Securities; or

     (j) to cure any ambiguity, to correct or supplement any provision herein
which may be inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture;
provided such action shall not adversely affect the interests of the Holders of
Securities of any series in any material respect.

     SECTION 9.02. Supplemental Indentures with Consent of Holders.

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

     (a) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, or change any
Place of Payment where, or the coin or currency in which, any Security or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), or

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

     (c) modify any of the provisions of this Section, Section 5.13 or Section
10.07, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby; provided, however,
that


                                       57

<PAGE>

this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to "the Trustee" and concomitant changes
in this Section and Section 10.07, or the deletion of this proviso, in
accordance with the requirements of Sections 6.11(b) and 9.01(h).

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

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

     SECTION 9.03. Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 6.01) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

     SECTION 9.04. Effect of Supplemental Indentures.

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

     SECTION 9.05. Conformity with Trust Indenture Act.

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


                                       58

<PAGE>

     SECTION 9.06. Reference in Securities to Supplemental Indentures.

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


                                   ARTICLE 10
                                   COVENANTS

     SECTION 10.01. Payment of Principal, Premium and Interest.

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any
premium or interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

     SECTION 10.02. Maintenance of Office or Agency.

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

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designation; provided, however, that no such designation or rescission shall in


                                       59

<PAGE>

any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes.
The Company will give prompt written notice to the Trustee and the Holders of
any such designation or rescission and of any change in the location of any
such other office or agency.

     SECTION 10.03. Money for Securities Payments to Be Held in Trust.

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

     Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, prior to each due date of the principal of, or any
premium or interest on, any Securities of that Series, deposit (or, if the
Company has deposited any trust funds with a trustee pursuant to Section
4.02(d), cause such trustee to deposit) with a Paying Agent a sum sufficient to
pay the principal and any premium or interest so becoming due, such sum to be
held as provided in the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

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

     (a) comply with the provisions of the Trust Indenture Act applicable to it
as a Paying Agent and

     (b) at any time during the continuance of any default by the Company (or
any other obligor upon the Securities of that series) in the making of any
payment in respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee


                                               60

<PAGE>

upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of and any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal and any premium or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

     SECTION 10.04. Corporate Existence.

     Subject to Article 8, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the
loss thereof is not disadvantageous in any material respect to the Holders.

     SECTION 10.05. Payment of Taxes and Other Claims.

     The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,


                                       61

<PAGE>

applicability or validity is being contested in good faith by appropriate
proceedings.

     SECTION 10.06. Certificate of Officers of the Company.

     On or before the last day of April of each year beginning with the year
2002, the Company will file with the Trustee an Officers' Certificate stating
whether or not to the best knowledge of the signers thereof (one of whom shall
be the principal executive officer, principal financial officer or principal
accounting officer of the Company), the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture, and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.
For purposes of this paragraph, an Officers' Certificate with respect to any
such default shall be delivered without regard to any period of grace or
requirement of notice provided in this Indenture.

     SECTION 10.07. Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 10.04 or 10.05, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provisions or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.


                                   ARTICLE 11
                            REDEMPTION OF SECURITIES

     SECTION 11.01. Applicability of Article.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.01 for Securities of any series) in
accordance with this Article.


                                       62

<PAGE>

     SECTION 11.02. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the tenor, if applicable, of the Securities to be redeemed, and of the
principal amount of Securities of such series to be redeemed. In the case of
any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

     SECTION 11.03. Selection by Trustee of Securities to Be Redeemed.

     If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

     If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption. Securities which
have been converted during a selection of Securities to be redeemed shall be
treated by the Trustee as Outstanding for the purpose of such selection.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities 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 shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.


                                       63

<PAGE>

     SECTION 11.04. Notice of Redemption.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date to
each Holder of Securities to be redeemed, at the address appearing in the
Security Register.

     All notices of redemption shall state:

     (a) the Redemption Date,

     (b) the Redemption Price,

     (c) if less than all the Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed,

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

     (e) the place or places where such Securities are to be surrendered for
payment of the Redemption Price,

     (f) for any Securities that by their terms may be converted, the terms of
conversion, the date on which the right to convert the Securities to be
redeemed will terminate and the place or places where such Securities may be
surrendered for conversion, and

     (g) that the redemption is for a sinking fund, if such is the case.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.
The notice of redemption mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the Holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the Holder of any Security shall not affect the
validity of the proceeding for the redemption of any other Security.


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<PAGE>

     SECTION 11.05. Deposit of Redemption Price.

     Prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.03) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date, other than any Securities called for
redemption on that date which have been converted prior to the date of such
deposit.

     If any Security called for redemption is converted, any money deposited
with the Trustee or with any Paying Agent or so segregated and held in trust
for the redemption of such Security shall (subject to any right of the Holder
of such Security or any Predecessor Security to receive interest as provided in
the last paragraph of Section 3.07 or in the terms of such Security) be paid to
the Company upon Company Request or, if then held by the Company, shall be
discharged from such trust.

     SECTION 11.06. Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest), such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.07.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

     SECTION 11.07. Securities Redeemed in Part.

     Any Security which is to be redeemed only in part shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his
attorney


                                       65

<PAGE>

duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge to the Holder, a new Security or Securities of the same series and of
like tenor, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.


                                   ARTICLE 12
                                 SINKING FUNDS

     SECTION 12.01. Applicability of Article.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

     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". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

     SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities.

     The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been converted in accordance with their terms or which
have been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such Series; provided that the
Securities to be so credited have not been previously so credited. The
Securities to be so credited shall be received and credited for such purpose by
the Trustee at the Redemption Price, as specified in the Securities to be so
redeemed (or at such other prices as may be specified for such Securities as
contemplated in Section 3.01), for redemption through


                                       66

<PAGE>

operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

     SECTION 12.03. Redemption of Securities for Sinking Fund.

     Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 12.02 stating that such Securities have not been
previously used as a credit against any sinking fund payment and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.03 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided
in Section 11.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
11.05, 11.06 and 11.07.

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



                                   ARTICLE 13
                          SUBORDINATION OF SECURITIES

     SECTION 13.01. Agreement to Subordinate.

     The Company covenants and agrees, and each holder of Securities issued
hereunder by his acceptance thereof likewise covenants and agrees, that all
Securities issued hereunder shall be issued subject to the provisions of this
Article; and each person holding any Security, whether upon original issue or
upon transfer or assignment thereof, accepts and agrees to be bound by such
provisions. The provisions of this Article are made for the benefit of the
Holders of Senior Indebtedness, and such Holders shall, at any time, be
entitled to enforce such provisions against the Company or any Holders.


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<PAGE>

     All Securities issued hereunder shall, to the extent and in the manner
hereinafter in this Article set forth, be subordinate and junior in right of
payment to the prior payment in full of all Senior Indebtedness.

     Notwithstanding the foregoing, if a deposit referred to in Section 4.02(d)
is made pursuant to Section 4.02 with respect to any Securities (and provided
all other conditions set out in Section 4.02 shall have been satisfied with
respect to such Securities), then, when the 90th day after such deposit has
ended, no money or U.S. Government Obligations so deposited, and no proceeds
thereon, will be subject to any rights of holders of Senior Indebtedness,
including any such rights arising under this Article 13.

     SECTION 13.02. No Payment on Securities if Senior Indebtedness in Default.

     No payment (including any payment which may be payable by reason of the
payment of any other indebtedness of the Company being subordinated to the
payment of the Securities) on account of principal, premium, if any, sinking
funds or interest on the Securities or on account of the purchase or other
acquisition of Securities shall be made unless full payment of amounts then due
for principal, premium, if any, sinking funds and interest on all Senior
Indebtedness has been made or duly provided for; provided, however, that
nothing in this Section shall prevent the satisfaction of any sinking fund
payment in accordance with Article 12 by delivering and crediting pursuant to
Section 12.02 Securities which have been acquired (upon redemption or
otherwise) prior to such default in payment. No payment (including the making
of any deposit in trust with the Trustee in accordance with Section 4.01) on
account of principal, premium, if any, sinking funds or interest on the
Securities shall be made if, at the time of such payment or immediately after
giving effect thereto, (i) there shall exist a default in the payment of
principal, premium, if any, sinking funds or interest with respect to any
Senior Indebtedness, or (ii) there shall have occurred an event of default
(other than a default in the payment of principal, premium, if any, sinking
funds or interest) with respect to any Senior Indebtedness, as defined therein
or in the instrument under which the same is outstanding, permitting the
holders thereof to accelerate the maturity thereof, and such event of default
shall not have been cured or waived or shall not have ceased to exist. The
foregoing provision shall not prevent the Trustee from making payments on the
Securities from monies or securities deposited with the Trustee pursuant to the
terms of Section 4.01 if at the time such deposit was made or immediately after
giving effect thereto the conditions in clause (i) or (ii) of this Section did
not exist.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the


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<PAGE>

provisions of this Section, and if such fact shall, at or prior to the time of
such payment, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment shall be paid over and delivered
forthwith to the Company.

     SECTION 13.03. Priority of Senior Indebtedness.

     In the event of any insolvency or bankruptcy proceedings, and any
receivership, liquidation, reorganization under Title 11 of the United States
Code or any other similar applicable Federal or state law, or other similar
proceedings in connection therewith, relative to the Company or to its
creditors, as such, or to its property, and in the event of any proceedings for
voluntary or involuntary liquidation, dissolution or other winding up of the
Company or assignment for the benefit of creditors or any other marshalling of
assets of the Company, whether or not involving insolvency or bankruptcy, then
the holders of Senior Indebtedness shall be entitled to receive payment in full
of all principal of and premium, if any, and interest on all Senior
Indebtedness including interest on such Senior Indebtedness after the date of
filing of a petition or other action commencing such proceeding, or provision
shall be made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Indebtedness, before the Holders
of the Securities are entitled to receive any payment on account of the
principal of or premium, if any, or interest on the Securities (except that
Holders of Securities shall be entitled to receive such payments from monies or
securities deposited with the Trustee pursuant to the terms of Section 4.01 if
at the time such deposit was made or immediately after giving effect thereto
the conditions in clause (i) or (ii) of Section 13.02 did not exist), and any
payment or distribution of any kind or character which may be payable or
deliverable in any such proceedings in respect of the Securities, including any
such payment or distribution which may be payable or deliverable by reason of
the payment of any other indebtedness of the Company being subordinated to the
payment of the Securities but excluding any such payment or distribution of
securities which are subordinate and junior in right of payment to the payment
of all Senior Indebtedness then outstanding, shall be paid by the person making
such payment or distribution directly to the holders of Senior Indebtedness to
the extent necessary to make payment in full of all Senior Indebtedness, after
giving effect to any concurrent payment or distribution to the holders of
Senior Indebtedness. In the event that any payment or distribution of cash,
property or securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other indebtedness of
the Company being subordinated to the payment of the Securities, shall be
received by the Trustee or the Holders of the Securities in contravention of
this Section before all Senior Indebtedness is paid in full, or provision made
for the payment thereof, such payment or distribution shall be held in trust
for the benefit


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<PAGE>

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 instrument evidencing any of such Senior Indebtedness
may have been issued, or to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, as their respective interests may appear,
to the extent necessary to pay in full all Senior Indebtedness remaining
unpaid, after giving effect to any concurrent payment or distribution to the
holders of such Senior Indebtedness. Any taxes that have been withheld or
deducted from any payment or distribution in respect of the Securities, or any
taxes that ought to have been withheld or deducted from any such payment or
distribution that have been remitted to the relevant taxing authority, shall
not be considered to be an amount that the Trustee or the Holder of any
Security receives for purposes of this Section.

     For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation or other entity provided for by a plan of reorganization or
readjustment which are subordinated in right of payment to all Senior
Indebtedness which may at the time be outstanding to substantially the same
extent as, or to a greater extent than, the Securities are so subordinated as
provided in this Article. The consolidation of the Company with, or the merger
of the Company into, or the conveyance, transfer or lease by the Company of its
properties and assets substantially as an entirety to, another Person upon the
terms and conditions set forth in Article 8, or the liquida tion or dissolution
of the Company following any such conveyance or transfer, shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the
benefit of creditors or marshalling of assets and liabilities of the Company
for the purposes of this Section if the Person formed by such consolidation or
into which the Company is merged or the Person which acquires by conveyance,
transfer or lease of such properties and assets substantially as an entirety,
as the case may be, shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions set forth in Article 8.

     In the event that any Security is declared due and payable before its
Stated Maturity because of the occurrence of an Event of Default (under
circumstances when the provisions of the first paragraph of this Section shall
not be applicable), the holders of the Senior Indebtedness outstanding at the
time the Securities of such series so become due and payable because of such
occurrence of such an Event of Default shall be entitled to receive payment in
full of all principal of and premium, if any, and interest on all Senior
Indebtedness or provisions shall be made for such payment in cash before the
Holders of the Securities of such series are entitled to receive any payment
(including any payment which may be payable


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<PAGE>

by reason of the payment of any other indebtedness of the Company being
subordinated to the payment of the Securities) on account of the principal of
or premium, if any, or interest on the Securities of such series or on account
of the purchase or other acquisition of Securities except that Holders of
Securities of such series shall be entitled to receive payments from monies or
securities deposited with the Trustee pursuant to the terms of Section 4.01, if
at the time of such deposit no Security of such series had been declared due
and payable before its expressed maturity because of the occurrence of an Event
of Default; provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with Article 12 by
delivering and crediting pursuant to Section 12.02 Securities which have been
acquired (upon redemption or otherwise) prior to such declaration of
acceleration.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to
the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

     Nothing in this Section shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.07.

     SECTION 13.04. Payment Permitted in Certain Situations.

     Nothing contained in this Article or elsewhere in this Indenture or in any
of the Securities shall prevent (a) the Company, at any time except during the
pendency of any case, proceeding, dissolution, liquidation or other winding up,
assignment for the benefit of creditors or other marshalling of assets and
liabilities of the Company referred to in Section 13.03 or under the other
conditions described in Section 13.02 or 13.03, from making payments at any
time of or on account of the principal of (and premium, if any) or interest on
the Securities or on account of the purchase or other acquisition of the
Securities, or (b) the application by the Trustee of any money deposited with
it hereunder to the payment of or on account of the principal of (and premium,
if any) or interest on the Securities or the retention of such payment by the
Holders, if, at the time of such application by the Trustee, it did not have
knowledge that such payment would have been prohibited by the provisions of
this Article.

     SECTION 13.05. Company to Give Notice of Certain Events; Reliance by
Trustee.


                                       71

<PAGE>

     The Company shall give prompt written notice to the Trustee of any
insolvency or bankruptcy proceedings, any receivership, liquidation,
reorganization under Title 11 of the United States Code or any other similar
applicable Federal or state law, or similar proceedings and any proceedings for
voluntary liquidation, dissolution or winding up of the Company within the
meaning of this Article. The Trustee shall be entitled to assume that no such
event has occurred unless the Company or any one or more holders of Senior
Indebtedness or any trustee therefor has given such notice together with proof
satisfactory to the Trustee of such holding of Senior Indebtedness or the
authority of such trustee. Upon any payment or distribution of assets of the
Company referred to in this Article, the Trustee, in the absence of its
negligence or bad faith, and any Holder of a Security shall be entitled to rely
conclusively upon a certificate of the receiver, trustee in bankruptcy,
liquidation trustee, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article. In the event
that the Trustee determines, in good faith, that further evidence is required
with respect to the right of any person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article, the
Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by
such person, as to the extent to which such person is entitled to participate
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.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such covenants and obligations as are
specifically set forth in this Indenture and no implied covenants or
obligations with respect to holders of Senior Indebtedness shall be read into
this Indenture against the Trustee. The Trustee does not have any fiduciary
duties to holders of Senior Indebtedness and shall not be liable to any such
holders if it shall in good faith pay over or distribute to Holders of
Securities or the Company or any other person, moneys or assets to which any
holder of Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.

     Nothing in this Section shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.07.

     SECTION 13.06. Subrogation of Securities.


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<PAGE>

     Subject to the payment in full of all Senior Indebtedness or the provision
for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness, the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of
this Article (equally and ratably with the holders of indebtedness of the
Company which by its express terms is subordinated to indebtedness of the
Company to substantially the same extent as the Securities are subordinated to
the Senior Indebtedness and is entitled to like rights of subrogation) to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of assets of the Company made on the Senior Indebtedness until
the principal of and premium, if any, and interest on the Securities shall be
paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of Senior Indebtedness of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payment over
pursuant to the provisions of this Article to the holders of Senior
Indebtedness by Holders of the Securities, or by the Trustee, shall, as between
the Company, its creditors other than the holders of Senior Indebtedness, and
the Holders of Securities, be deemed to be a payment or distribution by the
Company to or on account of Senior Indebtedness, and no payments or
distributions to the Trustee or the Holders of the Securities of cash, property
or securities payable or distributable to the holders of the Senior
Indebtedness to which the Trustee or the Holders of the Securities shall become
entitled pursuant to the provisions of this Section, shall, as between the
Company, its creditors other than the holders of Senior Indebtedness, and the
Holders of the Securities, be deemed to be a payment by the Company to the
Holders of or on account of the Securities.

     SECTION 13.07. Company Obligation to Pay Unconditional.

     The provisions of this Article are solely for the purpose of defining the
relative rights of the holders of Senior Indebtedness on the one hand, and the
Holders of the Securities on the other hand, and nothing herein or elsewhere in
this Indenture or in the Securities shall (i) impair, as between the Company,
its creditors other than holders of Senior Indebtedness and the Holders of the
Securities, the obligation of the Company, which is unconditional and absolute
(and which, subject to the rights under this Article of the holders of Senior
Indebtedness, is intended to rank equally with all other general obligations of
the Company), to pay to the Holders thereof the principal thereof and premium,
if any, and interest thereon in accordance with the terms of the Securities and
this Indenture; or (ii) affect the relative rights against the Company of the
Holders of the Securities and creditors of the Company other than the holders
of the Senior Indebtedness; or (iii) prevent the Holders of the Securities or
the Trustee from exercising all remedies otherwise permitted by applicable law
or under the


                                       73

<PAGE>

Securities and this Indenture upon default under the Securities and this
Indenture, subject to the rights of holders of Senior Indebtedness under the
provisions of this Article to receive cash, property or securities otherwise
payable or deliverable to the Holders of the Securities.

     SECTION 13.08. Authorization of Holders of Securities to Trustee to Effect
Subordination.

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

     SECTION 13.09. No Waiver of Subordination Provisions.

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

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

     SECTION 13.10. 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


                                       74

<PAGE>

payment of moneys to or by the Trustee, unless and until the Trustee shall have
received written notice thereof from the Company or from one or more holders of
Senior Indebtedness or from any trustee therefor, together with proof
satisfactory to the Trustee of such holding of Senior Indebtedness or the
authority of such trustee, and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 6.01, shall be
entitled in all respects to assume that no such facts exist; provided, that, if
prior to the second business day preceding the date upon which by the terms
hereof any such moneys may become payable for any purpose (including, without
limitation, the payment of the principal of or premium, if any, or interest on
any Security), 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 shall have full power and authority to
receive such moneys and to 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 day, and provided, further, that nothing
contained herein shall prevent conversions of the Securities in accordance with
the provisions of this Indenture.

     SECTION 13.11. Trustee May Hold Senior Indebtedness.

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

     SECTION 13.12. All Indenture Provisions Subject to this Article.

     Notwithstanding anything herein contained to the contrary, all the
provisions of this Indenture shall be subject to the provisions of this
Article, so far as the same may be applicable thereto.

     SECTION 13.13. Article Applicable to Paying Agents.

     In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee.


                                       75

<PAGE>

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

                                    PITNEY BOWES INC.


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


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

Attest:


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




                                    [NAME OF TRUSTEE]


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


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


                                               76

<PAGE>

STATE OF CONNECTICUT            )
                                )                  ss.:
COUNTY OF FAIRFIELD             )


     On the ___ day of __________, 2001, before me personally came___________
________ and ___________________, to me known, who, being by me duly sworn, did
depose and say that they are the ______________ and the ______________,
respectively, of PITNEY BOWES INC., one of the corporations described in and
which executed the foregoing instrument; that each knows the 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 each signed their names thereto by like authority.



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



<PAGE>



STATE OF                         )
                                 )       ss.:
COUNTY OF                        )


     On the _________ day of ______________, 2001, before me personally came
______________ and ______________, to me known, who, being by me duly sworn,
did depose and say that they are each a Vice-President of [NAME OF TRUSTEE],
one of the corporations described in and which executed the foregoing
instrument; that they know the 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 they signed their names
thereto by like authority.



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



<PAGE>

                                                                      EXHIBIT A

                                FORM OF SECURITY


Form of Face of Security

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE "U.S.
DEPOSITARY"), TO PITNEY BOWES INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE U.S. DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
U.S. DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     [THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS REGISTERED IN
THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]



                               PITNEY BOWES INC.

                              [Title of Security]

No. ....                                                                 $ .....

     Pitney Bowes Inc., a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to .............................., or
registered assigns, the principal


                                      A-1

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sum of ................................ Dollars on ...........................,
and to pay interest thereon from ....... or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on ....... and ....... in each year, commencing ....., at the
rate of ..% per annum, until the principal hereof is paid or made available for
payment [If applicable, insert --, and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of ..% per annum on any
overdue principal and premium and on any overdue installment of interest]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the .... or .... (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

     Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, including, without limitation, provisions
subordinating the payment of principal of, premium, if any, and interest on,
the Securities to the payment in full of all Senior Indebtedness as defined in
the Indenture which further provisions shall for all purposes have the same
effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                            PITNEY BOWES INC.



                                            By
                                               ---------------------------------


Attest:



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





Trustee's Certificate of Authentication

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

                                            ------------------------------------
                                            as Trustee



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




                                      A-3

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Form of Reverse of Security

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under a Subordinated Indenture, dated as of October __, 2001
(herein called the "Indenture"), between the Company and ________________, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee, the holders of Senior Indebtedness and the Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face hereof
[, limited in aggregate principal amount to $......]. [The aggregate principal
amount of such series is $..............; provided that the Company may
increase such aggregate principal amount at any time.]

     [If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable,
insert--(1) on ........... in any year commencing with the year ......... and
ending with the year .............. through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [ on or after .........., 20....], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before .......... ..,
 ....%, and if redeemed] during the 12-month period beginning ............... of
the years indicated,


                      Redemption                                     Redemption
Year                    Price                  Year                    Price


and thereafter at a Redemption Price equal to ....% of the principal amount,
together in the case of any such redemption [if applicable, insert--(whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

     [If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on .......... in any
year commencing with the year ...... and ending with the year ...... through
operation of the sinking fund for this series at the Redemption Prices for
redemption through

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operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [on or after
 ..........], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in
the table below: If redeemed during the 12 month period beginning ............
of the years indicated,


===============================================================================
|               |                                |      Redemption Price For  |
|               |          Redemption Price      |      Redemption Otherwise  |
|               |           For Redemption       |          Than Through      |
|               |          Through Operation     |         Operation of the   |
|     Year      |        of the Sinking Fund     |          Sinking Fund      |
===============================================================================

and thereafter at a Redemption Price equal to ....% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

     [Notwithstanding the foregoing, the Company may not, prior to ..........
redeem any Securities of this series as contemplated by [Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than ....% per annum.]

     [The sinking fund for this series provides for the redemption on ...... in
each year beginning with the year .......... and ending with the year .........
of [not less than] $......... [("mandatory sinking fund") and not more than
$............] aggregate principal amount of Securities of this series.
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made--in the inverse
order in which they become due.]

     [In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.]

     [The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of this Security and (b) certain restrictive covenants, in
each


                                      A-5

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case upon compliance by the Company with certain conditions set forth therein,
which provisions apply to this Security.]

     [If the Security is not an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

     [If the Security is an Original Issue Discount Security, insert -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and


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offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of
this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of principal hereof or any premium or interest hereon on or
after the respective due dates expressed herein.

     The indebtedness evidenced by this Security is, to the extent and in the
manner provided in the Indenture, expressly subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness, whether
outstanding at the date of the Indenture or thereafter incurred, and this
Security is issued subject to the provisions of the Indenture with respect to
such subordination. Each Holder of this Security, by accepting the same, agrees
to and shall be bound by such provisions and authorizes and directs the Trustee
in his behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and appoints the Trustee his
attorney-in-fact for such purpose. Each Holder hereof, by his or her acceptance
hereof, waives all notice of the acceptance of the subordination provisions
contained herein and in the Indenture by each holder of Senior Indebtedness,
whether now outstanding or hereafter created, incurred, assumed or guaranteed,
and waives reliance by each such holder upon said provisions.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security herein provided, and at the times, place and rate,
and in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of $.... and any integral multiple thereof. As
provided


                                      A-7

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in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


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                                                                      EXHIBIT B

Form of Trustee's Certificate of Authentication

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


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


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


                                      B-1