<PAGE>
                                                                     EXHIBIT 4.5


================================================================================





                                 KELLOGG COMPANY





                                       AND





                      [______________________], as Trustee





                          SUBORDINATED DEBT SECURITIES






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




                                    INDENTURE





                         Dated as of ________ __, 20___






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





================================================================================

<PAGE>


                             CROSS REFERENCE SHEET*

         Provisions of Trust Indenture Act of 1939, as amended, and Indenture to
be dated as of October ___, 20__, between Kellogg Company and [______________],
as Trustee:

<TABLE>
<CAPTION>
Section of the Act                                           Section of Indenture
------------------                                           --------------------
<S>                                                          <C>
310(a)(1) and (2)                                            6.9
310(a)(3) and (4)                                            Inapplicable
310(b)                                                       6.8 and 6.10(a), (b) and (d)
310(c)                                                       Inapplicable
311(a)                                                       6.13(a) and (c)(1) and (2)
311(b)                                                       6.13(b)
311(c)                                                       Inapplicable
312(a)                                                       4.1 and 4.2(a)
312(b)                                                       4.2(a) and (b)
312(c)                                                       4.2(c)
313(a)                                                       4.4(a)(i), (ii), (iii), (iv),(v), (vi) and (vii)
313(b)(1)                                                    Inapplicable
313(b)(2)                                                    4.4
313(c)                                                       4.4
313(d)                                                       4.4
314(a)                                                       4.3
314(b)                                                       Inapplicable
314(c)(1) and (2)                                            11.5
314(c)(3)                                                    Inapplicable
314(d)                                                       Inapplicable
314(e)                                                       11.5
314(f)                                                       Inapplicable
315(a), (c) and (d)                                          6.1
315(b)                                                       5.11
315(e)                                                       5.12
316(a)(1)                                                    5.9 and 5.10
316(a)(2)                                                    Not required
316(a) (last sentence)                                       7.4
316(b)                                                       5.7
316(c)                                                       7.6
317(a)                                                       5.2
317(b)                                                       3.4(a) and (b)
318(a)                                                       11.7
</TABLE>

-------------
* This Cross Reference Sheet is not part of the Indenture.

                                       2
<PAGE>

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
<S>               <C>                                                                                         <C>
ARTICLE ONE                    DEFINITIONS........................................................................1
         SECTION 1.1           Certain Terms Defined..............................................................1
                  Additional Amounts..............................................................................1
                  Attributable Debt...............................................................................1
                  Bankruptcy Law..................................................................................2
                  Board of Directors..............................................................................2
                  Business Day....................................................................................2
                  Capital Stock...................................................................................2
                  Commission......................................................................................2
                  Company.........................................................................................2
                  Company Notice..................................................................................2
                  Component Currency..............................................................................2
                  Consolidated Total Assets.......................................................................2
                  Conversion Date.................................................................................2
                  Conversion Event................................................................................2
                  Corporate Trust Office..........................................................................3
                  Coupon..........................................................................................3
                  Coupon Security.................................................................................3
                  Currency........................................................................................3
                  Currency Determination..........................................................................3
                  Debt............................................................................................3
                  Dollar..........................................................................................3
                  Dollar Equivalent of the Currency Unit..........................................................3
                  Dollar Equivalent of the Foreign Currency.......................................................3
                  Euro............................................................................................3
                  European Communities............................................................................3
                  European Monetary System........................................................................3
                  Event of Default................................................................................3
                  Exchange Rate Officer's Certificate.............................................................3
                  Foreign Currency................................................................................4
                  Government Obligations..........................................................................4
                  Holder..........................................................................................4
                  Holder of Securities............................................................................4
                  Securityholder..................................................................................4
                  Indenture.......................................................................................4
                  interest........................................................................................4
                  Market Exchange Rate............................................................................4
                  non-United States Person........................................................................4
                  Officers' Certificate...........................................................................4
</TABLE>

                                       i
<PAGE>

                         TABLE OF CONTENTS (Continued)

<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
<S>                                                                                                           <C>
                  Opinion of Counsel..............................................................................4
                  Original Issue Date.............................................................................4
                  Original Issue Discount Security................................................................5
                  Outstanding.....................................................................................5
                  Paying Agent....................................................................................5
                  Permitted Junior Securities.....................................................................5
                  Person..........................................................................................5
                  Place of Payment................................................................................5
                  principal.......................................................................................5
                  Principal Property..............................................................................6
                  Registered Holder...............................................................................6
                  Registered Security.............................................................................6
                  Responsible Officer.............................................................................6
                  Restricted Subsidiary...........................................................................6
                  Sale and Lease-Back Transaction.................................................................6
                  Security........................................................................................6
                  Senior Indebtedness.............................................................................6
                  Series..........................................................................................6
                  Series of Securities............................................................................6
                  Specified Amount................................................................................6
                  Subsidiary......................................................................................7
                  Tranche.........................................................................................7
                  Trustee.........................................................................................7
                  Trust Indenture Act of 1939.....................................................................7
                  United States of America........................................................................7
                  United States Person............................................................................7
                  Unregistered Security...........................................................................7
                  Unrestricted Subsidiary.........................................................................7
                  Valuation Date..................................................................................7
                  Vice president..................................................................................7

ARTICLE TWO                    SECURITIES.........................................................................7
         SECTION 2.1           Forms Generally....................................................................7
         SECTION 2.2           Form of Trustee's Certificate of Authentication....................................8
         SECTION 2.3           Amount Unlimited; Issuable in Series...............................................8
         SECTION 2.4           Authentication and Delivery of Securities.........................................11
         SECTION 2.5           Execution of Securities...........................................................13
         SECTION 2.6           Certificate of Authentication.....................................................13
         SECTION 2.7           Denomination and Date of Securities; Payments of Interest.........................13
         SECTION 2.8           Registration, Transfer and Exchange...............................................15
         SECTION 2.9           Mutilated, Defaced, Destroyed, Lost and Stolen Securities.........................17
         SECTION 2.10          Cancellation of Securities........................................................18
         SECTION 2.11          Temporary Securities..............................................................18
</TABLE>


                                       ii
<PAGE>

                         TABLE OF CONTENTS (Continued)

<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
<S>                            <C>                                                                             <C>
         SECTION 2.12          Currency and Manner of Payments in Respect of Securities..........................18
         SECTION 2.13          Compliance with Certain Laws and Regulations......................................22
         SECTION 2.14          CUSIP Numbers.....................................................................22
         SECTION 2.15          Securities in Global Form.........................................................22

ARTICLE THREE                  COVENANTS OF THE ISSUER...........................................................23
         SECTION 3.1           Payment of Principal and Interest.................................................23
         SECTION 3.2           Offices for Payment, etc..........................................................23
         SECTION 3.3           Appointment to Fill a Vacancy in Office of Trustee................................24
         SECTION 3.4           Paying Agents.....................................................................24
         SECTION 3.5           Written Statement to Trustee......................................................25
         SECTION 3.6           Limitation on Liens...............................................................25
         SECTION 3.7           Limitation on Sale and Lease-Back.................................................28
         SECTION 3.8           Additional Amounts................................................................28
         SECTION 3.9           Calculation of Original Issue Discount............................................29

ARTICLE FOUR                   SECURITYHOLDERS' LISTS AND REPORTS BY THE.........................................29
         SECTION 4.1           Company to Furnish Trustee Information as to Names and Addresses of
                               Securityholders...................................................................29
         SECTION 4.2           Preservation and Disclosure of Securityholders' Lists.............................30
         SECTION 4.3           Reports by the Company............................................................31
         SECTION 4.4           Reports by the Trustee............................................................32

ARTICLE FIVE                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS.......................................32
         SECTION 5.1           Event of Default Defined; Acceleration of Maturity; Waiver of Default.............32
         SECTION 5.2           Collection of Indebtedness by Trustee; Trustee May Prove Debt.....................34
         SECTION 5.3           Application of Proceeds...........................................................36
         SECTION 5.4           Suits for Enforcement.............................................................37
         SECTION 5.5           Restoration of Rights on Abandonment of Proceedings...............................37
         SECTION 5.6           Limitations on Suits by Securityholders...........................................38
         SECTION 5.7           Unconditional Right of Securityholders to Institute Certain Suits.................38
         SECTION 5.8           Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default...........38
         SECTION 5.9           Control by Securityholders........................................................39
         SECTION 5.10          Waiver of Past Defaults...........................................................39
         SECTION 5.11          Trustee to Give Notice of Default, But May Withhold in Certain
                               Circumstances.....................................................................39
         SECTION 5.12          Right of Court to Require Filing of Undertaking to Pay Costs......................40
</TABLE>


                                      iii
<PAGE>

                         TABLE OF CONTENTS (Continued)

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                            <C>                                                                             <C>
ARTICLE SIX                    CONCERNING THE TRUSTEE............................................................40
         SECTION 6.1           Duties and Responsibilities of the Trustee; During Default; Prior to
                               Default...........................................................................40
         SECTION 6.2           Certain Rights of the Trustee.....................................................41
         SECTION 6.3           Trustee Not Responsible for Recitals, Disposition of Securities or
                               Application of Proceeds Thereof...................................................43
         SECTION 6.4           Trustee and Agents May Hold Securities; Collections, etc..........................43
         SECTION 6.5           Moneys Held by Trustee............................................................43
         SECTION 6.6           Compensation and Indemnification of Trustee and Its Prior Claim...................43
         SECTION 6.7           Right of Trustee to Rely on Officers' Certificate, etc............................44
         SECTION 6.8           Disqualification of Trustee; Conflicting Interests................................44
         SECTION 6.9           Persons Eligible for Appointment as Trustee.......................................44
         SECTION 6.10          Resignation and Removal; Appointment of Successor Trustee.........................45
         SECTION 6.11          Acceptance of Appointment by Successor Trustee....................................46
         SECTION 6.12          Merger, Conversion, Consolidation or Succession to Business of Trustee............47
         SECTION 6.13          Preferential Collection of Claims Against the Company.............................47

ARTICLE SEVEN                  CONCERNING THE SECURITYHOLDERS....................................................48
         SECTION 7.1           Evidence of Action Taken by Securityholders.......................................48
         SECTION 7.2           Proof of Execution of Instruments.................................................48
         SECTION 7.3           Holders to Be Treated as Owners...................................................48
         SECTION 7.4           Securities Owned by Company Deemed Not Outstanding................................49
         SECTION 7.5           Right of Revocation of Action Taken...............................................49
         SECTION 7.6           Record Date for Determination of Holders Entitled to Vote.........................49

ARTICLE EIGHT                  SUPPLEMENTAL INDENTURES...........................................................50
         SECTION 8.1           Supplemental Indentures Without Consent of Securityholders........................50
         SECTION 8.2           Supplemental Indentures With Consent of Securityholders...........................51
         SECTION 8.3           Effect of Supplemental Indenture..................................................52
         SECTION 8.4           Documents to Be Given to Trustee..................................................52
         SECTION 8.5           Notation on Securities in Respect of Supplemental Indentures......................53

ARTICLE NINE                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE.........................................53
         SECTION 9.1           Company May Consolidate, etc., on Certain Terms...................................53
         SECTION 9.2           Intentionally Omitted.............................................................53
         SECTION 9.3           Successor Corporation Substituted.................................................54
         SECTION 9.4           Opinion of Counsel to Trustee.....................................................54

ARTICLE TEN                    SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.........................54
         SECTION 10.1          Satisfaction and Discharge of Indenture...........................................54
</TABLE>


                                       iv
<PAGE>
                         TABLE OF CONTENTS (Continued)


<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
<S>                            <C>                                                                             <C>
         SECTION 10.2          Application by Trustee of Funds Deposited for Payment of Securities...............56
         SECTION 10.3          Repayment of Moneys Held by Paying Agent..........................................57
         SECTION 10.4          Return of Unclaimed Moneys Held by Trustee and Paying Agent.......................57
         SECTION 10.5          Reinstatement of Company's Obligations............................................57

ARTICLE ELEVEN                 MISCELLANEOUS PROVISIONS..........................................................57
         SECTION 11.1          Incorporators, Stockholders, Officers and Directors of Company Exempt
                               from Individual Liability.........................................................57
         SECTION 11.2          Provisions of Indenture for the Sole Benefit of Parties and
                               Securityholders...................................................................58
         SECTION 11.3          Successors and Assigns of Company Bound by Indenture..............................58
         SECTION 11.4          Notices and Demands on Company, Trustee and Securityholders.......................58
         SECTION 11.5          Officers' Certificates and Opinions of Counsel; Statements to Be
                               Contained Therein.................................................................59
         SECTION 11.6          Payments Due on Saturdays, Sundays and Holidays...................................60
         SECTION 11.7          Conflict of Any Provision of Indenture with Trust Indenture Act of 1939...........60
         SECTION 11.8          New York Law to Govern............................................................60
         SECTION 11.9          Counterparts......................................................................60
         SECTION 11.10         Effect of Headings................................................................60
         SECTION 11.11         Determination of Principal Amount.................................................60

ARTICLE TWELVE                 REDEMPTION OF SECURITIES AND SINKING FUNDS........................................60
         SECTION 12.1          Applicability of Article..........................................................60
         SECTION 12.2          Notice of Redemption; Partial Redemptions.........................................61
         SECTION 12.3          Payment of Securities Called for Redemption.......................................62
         SECTION 12.4          Exclusion of Certain Securities from Eligibility for Selection for
                               Redemption........................................................................63
         SECTION 12.5          Mandatory and Optional Sinking Funds..............................................63
         SECTION 12.6          Repayment at the Option of the Holders............................................65

ARTICLE THIRTEEN               HOLDERS' MEETINGS.................................................................66
         SECTION 13.1          Purposes of Meetings..............................................................66
         SECTION 13.2          Call of Meetings by Trustee.......................................................66
         SECTION 13.3          Call of Meetings by Company or Holders............................................66
         SECTION 13.4          Qualifications for Voting.........................................................66
         SECTION 13.5          Regulations.......................................................................67
         SECTION 13.6          Voting............................................................................67
         SECTION 13.7          No Delay of Rights by Meeting.....................................................68
</TABLE>


                                       v
<PAGE>

                         TABLE OF CONTENTS (Continued)

<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
<S>                            <C>                                                                            <C>
ARTICLE FOURTEEN SUBORDINATION ..................................................................................68
         SECTION 14.1          Securities Subordinate to Senior Indebtedness.....................................68
         SECTION 14.2          Payment Over of Proceeds Upon Dissolution, Etc....................................69
         SECTION 14.3          Acceleration of Securities........................................................70
         SECTION 14.4          Default in Senior Indebtedness....................................................71
         SECTION 14.5          Payment Permitted if No Default...................................................71
         SECTION 14.6          Subrogation Rights of Holders of Senior Indebtedness..............................71
         SECTION 14.7          Provision Solely to Define Relative Rights........................................72
         SECTION 14.8          Trustee to Effectuate Subordination...............................................72
         SECTION 14.9          No Waiver of Subordination Provisions.............................................72
         SECTION 14.10         Notice to Trustee.................................................................73
         SECTION 14.11         Reliance on Judicial Order or Certificate of Liquidating Agent....................74
         SECTION 14.12         Trustee Not Fiduciary for Holders of Senior Indebtedness..........................74
         SECTION 14.13         Rights of Trustee as Holder of Senior Indebtedness; Preservation of
                               Trustee's Rights..................................................................74
         SECTION 14.14         Article XIV Applicable to Paying Agents...........................................74
         SECTION 14.15         Certain Conversions or Exchanges Deemed Payments..................................74
</TABLE>



                                       vi
<PAGE>

         THIS INDENTURE, dated as of _________ 20__, between KELLOGG COMPANY, a
Delaware corporation (the "Company"), and [____________________], a banking
corporation organized and existing under the laws of the State of [___________],
as Trustee (the "Trustee"),

                              W I T N E S S E T H:

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

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

         NOW, THEREFORE:

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

                                   ARTICLE ONE

                                   DEFINITIONS

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

         "Additional Amounts" has the meaning specified in Section 3.8.

         "Attributable Debt" has the meaning specified in Section 3.7.


                                       1
<PAGE>

         "Bankruptcy Law" means Title 11, United States Code, or any similar
Federal or state law for the relief of debtors.

         "Board of Directors" means either the Board of Directors of the Company
or any committee of such Board duly authorized to act hereunder.

         "Business Day" means, except as may otherwise be provided in the form
of Securities of any particular Series, with respect to any Place of Payment,
any day, other than a Saturday or Sunday, that is not a legal holiday, or a day
on which banking institutions are authorized or required by law or regulation to
close in [___________]or that Place of Payment, or, with respect to Securities
denominated in a Foreign Currency, the capital city of the country of such
Foreign Currency, or, with respect to Securities denominated in the Euro,
Brussels, Belgium.

         "Capital Stock" for any corporation means any and all shares,
interests, rights to purchase, options, participations or other equivalents of
or interests in (however designated) stock issued by that corporation.

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

         "Company" means (except as otherwise provided in Article Six) Kellogg
Company, a Delaware corporation, and, subject to Article Nine, its successors
and assigns.

         "Company Notice" means the confirmation of the Company signed by an
officer, transmitted by facsimile and confirmed in writing to the Trustee of the
terms of the issuance of any Securities issuable in Tranches.

         "Component Currency" has the meaning specified in Section 2.12.

         "Consolidated Total Assets" means, as of any particular time, the total
amount of assets (less applicable reserves) as shown in the latest quarterly
consolidated balance sheet of the Company contained in the Company's then most
recent annual report to stockholders or quarterly report filed with the
Commission, as the case may be, except that assets shall include an amount equal
to the Attributable Debt in respect of any Sale and Lease-Back Transaction not
capitalized on such balance sheet.

         "Conversion Date" has the meaning specified in Section 2.12.

         "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country that issued such Currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community, (ii) the Euro both within the
European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities, or (iii) any currency unit
(or composite currency) other than the Euro for the purposes for which it was
established.



                                        2
<PAGE>

         "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at 101 Barclay Street, Floor 21 West, New York, New
York 10286.

         "Coupon" means any interest coupon appertaining to any Security.

         "Coupon Security" means any Security authenticated and delivered with
one or more Coupons appertaining thereto.

         "Currency" means any currency or currencies, composite currency,
currency unit or currency units including, without limitation, the Euro, issued
by the government of one or more countries or by any reorganized confederation
or association of such governments.

         "Currency Determination Agent" means the New York Clearing House Bank,
if any, from time to time selected by the Company for purposes of Section 2.12.

         "Debt" means with respect to any Person at any date, without
duplication (i) all obligations of such Person for borrowed money, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, (iii) all Debt of others secured by a lien on any asset of
such Person, whether or not such Debt is assumed by such Person, (iv) all
obligations of such Person pursuant to leases which are required to be
capitalized under generally accepted accounting principles consistently applied
and (v) all Debt of others for the payment of which such Person is responsible
or liable as obligor or guarantor.

         "Dollar" means the coin or currency of the United States of America
which as of the time of payment is legal tender for the payment of public and
private debts.

         "Dollar Equivalent of the Currency Unit" has the meaning specified in
Section 2.12.

         "Dollar Equivalent of the Foreign Currency" has the meaning specified
in Section 2.12.

         "Euro" means the single currency of the participating member states of
the European Union as defined under EC Regulation 1103/97 adopted under Article
235 of the Treaty on European Union and under EC Regulation 974/98 adopted under
Article 1091(4) of the Treaty on European Union or any successor European
legislation from time to time.

         "European Communities" means the European Union, the European Coal and
Steel Community and the European Atomic Energy Community.

         "European Monetary System" means the European Monetary System
established by Resolution of December 5, 1978 of the Council of the European
Communities.

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

         "Exchange Rate Officer's Certificate" means a certificate setting forth
(i) the applicable Market Exchange Rate or the applicable quotation and (ii) the
Dollar or Foreign Currency amounts payable on the basis of such Market Exchange
Rate or quotation in respect of the


                                       3
<PAGE>

principal of and interest on the applicable series of Registered Securities,
signed by the treasurer or any assistant treasurer of the Company, and delivered
to the Trustee.

         "Foreign Currency" means any Currency, including, without limitation,
the Euro, issued by the government of one or more countries other than the
United States of America or by any recognized confederation or association of
such governments.

         "Government Obligations" means securities which are (i) direct
obligations of the government which issued the currency in which the Securities
of a particular Series are denominated or (ii) obligations of a Person
controlled or supervised by, or acting as an agency or instrumentality of, the
government which issued the currency in which the Securities of such Series are
denominated, the payment of which obligations is unconditionally guaranteed by
such government, and which, in either case, are full faith and credit
obligations of such government, are denominated in the currency in which the
Securities of such Series are denominated and which are not callable or
redeemable at the option of the issuer thereof.

         "Holder", "Holder of Securities", "Securityholder" or other similar
terms mean the bearer of an Unregistered Security or a Registered Holder of a
Registered Security and, when used with respect to any Coupon, means the bearer
thereof.

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

         "interest," when used with respect to non-interest bearing Securities,
means interest payable at maturity and, when used with respect to a Security
which provides for the payment of Additional Amounts pursuant to Section 3.8 or
otherwise, includes such Additional Amounts.

         "Market Exchange Rate" has the meaning specified in Section 2.12.

         "non-United States Person" means a Person other than a United States
Person.

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

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

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


                                       4
<PAGE>

         "Original Issue Discount Security" means any Security which provides
for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 5.1.

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

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

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

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

         "Paying Agent" means any Person (which may include the Company)
authorized by the Company to pay the principal of or interest, if any, on any
Security on behalf of the Company.

         "Permitted Junior Securities" means either (i) shares of any class of
Capital Stock of the Company or (ii) securities of the Company which are (A)
payable no earlier than the final stated maturity of the Securities, (B) subject
to covenants and obligations no more restrictive than those set forth herein and
(C) subordinated in right of payment to all Senior Indebtedness which may be
outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in Article XIV.

         "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 interest, if any,
on the Securities of that Series are payable as specified pursuant to Section
3.2.

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


                                       5
<PAGE>

         "Principal Property" means any manufacturing plant or facility which is
located within the continental United States of America and is owned by the
Company or any Restricted Subsidiary, except any such plant or facility which
the Board of Directors by resolution declares is not of material importance to
the total business conducted by the Company and its Restricted Subsidiaries as
an entirety and which, when taken together with all other plants and facilities
as to which such a declaration has been made, are so declared by the Board of
Directors to be not of material importance to the total business conducted by
the Company and its Restricted Subsidiaries as an entirety.

         "Registered Holder" when used with respect to a Registered Security
means the Person in whose name such Security is registered in the Security
register.

         "Registered Security" means any Security registered in the Security
register.

         "Responsible Officer" when used with respect to the Trustee shall mean
any officer within the corporate trust department (or any successor group) of
the Trustee including any vice president, assistant vice president, assistant
secretary, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred at the Corporate Trust Office because of his or her knowledge of and
familiarity with the particular subject.

         "Restricted Subsidiary" means any Subsidiary (i) substantially all the
property of which is located within the continental United States of America,
(ii) which owns a Principal Property, and (iii) in which the Company's
investment, direct or indirect and whether in the form of equity, debt or
advances, as shown on the consolidating balance sheet used in the preparation of
the latest quarterly consolidated financial statements of the Company preceding
the date of determination, is in excess of 1% of the total consolidated assets
of the Company as shown on such quarterly consolidated financial statements;
provided, however, that the term "Restricted Subsidiary" shall not include any
Subsidiary which is principally engaged in leasing or in financing installment
receivables or which is principally engaged in financing the Company's
operations outside the continental United States of America.

         "Sale and Lease-Back Transaction" has the meaning specified in Section
3.7.

         "Security" or "Securities" has the meaning stated in the first recital
of this Indenture, or, as the case may be, Securities that have been
authenticated and delivered under this Indenture.

         "Senior Indebtedness" has the meaning specified in Section 14.1.

         "Series" or "Series of Securities" means a series of Securities. Except
in Sections 1.1 - "Outstanding," 2.3 and 7.4 and Articles Five, Six and Eleven,
the terms "Series" or "Series of Securities" shall also mean a Tranche in the
event that the applicable Series may be issued in separate Tranches.

         "Specified Amount" has the meaning specified in Section 2.12.



                                       6
<PAGE>

         "Subsidiary" means any corporation which is consolidated in the
Company's accounts and any corporation of which at least a majority of the
outstanding stock having by the terms thereof ordinary voting power to elect a
majority of the board of directors of such corporation (irrespective of whether
or not at the time stock of any other class or classes of such corporation shall
have or might have voting power by reason of the happening of any contingency)
is at the time directly or indirectly owned or controlled by the Company, or by
one or more Subsidiaries, or by the Company and one or more Subsidiaries.

         "Tranche" means all Securities of the same Series which have the same
issue date, maturity date, interest rate or method of determining interest, and,
in the case of Original Issue Discount Securities, which have the same issue
price.

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

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

         "United States of America" means the fifty states constituting the
United States of America as of the date of this Indenture.

         "United States Person" means, unless otherwise specified with respect
to any Securities pursuant to Section 2.3, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source. For purposes of this definition, the term United
States means the United States of America (including the states and the District
of Columbia), its territories, its possessions and other areas subject to its
jurisdiction.

         "Unregistered Security" means any Security not registered in the
Security register as to principal.

         "Unrestricted Subsidiary" means any Subsidiary other than a Restricted
Subsidiary.

         "Valuation Date" has the meaning specified in Section 2.12.

         "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 of "vice president".

                                   ARTICLE TWO

                                   SECURITIES

         SECTION 2.1 Forms Generally. The Securities of each Series and the
Coupons, if any, shall be substantially in such form (not inconsistent with this
Indenture) as shall be established by or pursuant to a resolution of the Board
of Directors or in one or more indentures


                                       7
<PAGE>

supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture (the provisions of which shall be appropriate to reflect the terms of
each Series of Securities, including the currency or denomination, which may be
Dollars or any Foreign Currency) and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Indenture, as may be required to comply with any law or with any rules or
regulations pursuant thereto, or with any rules of any securities exchange or to
conform to general usage, all as may be determined by the officers executing
such Securities and Coupons, if any, as evidenced by their execution of the
Securities and Coupons, if any.

         The definitive Securities and Coupons, if any, 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 and
Coupons, if any, as evidenced by their execution of such Securities and Coupons,
if any.

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

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

                                         [                        ]
                                          ------------------------

                                         By:
                                            ------------------------------------
                                            Authorized Signatory

                                         or


                                         By:
                                            ------------------------------------
                                            as Authentication Agent


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

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

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

                  (1) the title of the Securities of the Series (which title
         shall distinguish the Securities of the Series from all other
         Securities issued by the Company);


                                       8
<PAGE>

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

                  (3) if other than 100% of their principal amount, the
         percentage of their principal amount at which the Securities of the
         Series will be offered;

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

                  (5) the rate or rates, which may be fixed or variable, at
         which the Securities of the Series shall bear interest, if any, the
         date or dates from which such interest shall accrue, the interest
         payment dates on which such interest shall be payable and, in the case
         of Registered Securities, the record dates for the determination of
         Holders to whom interest is payable;

                  (6) the place or places where the principal and interest on
         Securities of the Series shall be payable (if other than as provided in
         Section 3.2);

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

                  (8) 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 pursuant to Section
         5.1 or provable in bankruptcy pursuant to Section 5.2;

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

                  (10) the issuance as Registered Securities or Unregistered
         Securities or both, and the rights of the Holders to exchange
         Unregistered Securities for Registered Securities of the Series or to
         exchange Registered Securities of the Series for Unregistered
         Securities of the Series and the circumstances under which any such
         exchanges, if permitted, may be made;

                  (11) if other than denominations of $1,000 and any integral
         multiple thereof, the denominations, which may be in Dollars or any
         Foreign Currency, in which Securities of the Series shall be issuable;

                  (12) the form of the Securities (or forms thereof if
         Unregistered and Registered Securities shall be issuable in such
         Series), including such legends as required by law or


                                       9
<PAGE>

         as the Company deems necessary or appropriate, the form of any coupons
         or temporary global security which may be issued and the forms of any
         certificates which may be required hereunder or which the Company may
         require in connection with the offering, sale, delivery or exchange of
         Unregistered Securities;

                  (13) the Currency or Currencies in which payments of interest
         or principal and other amounts are payable with respect to the
         Securities of the Series are to be denominated, payable, redeemable or
         repurchasable, as the case may be;

                  (14) whether Securities of the Series are issuable in
         Tranches;

                  (15) whether, and under what circumstances, the Securities of
         any Series shall be convertible into, or exchangeable for, any other
         Securities, shares of common stock or other securities of the Company;

                  (16) if other than the Trustee, any trustees, authenticating
         or paying agents, transfer agents or registrars or any other agents
         with respect to the Securities of such Series;

                  (17) if the Securities of such Series do not bear interest,
         the applicable dates for purposes of Section 4.1 hereof;

                  (18) any deletions from, modifications of or additions to the
         Events of Default or covenants of the Company with respect to
         Securities of the Series, whether or not such Events of Default or
         covenants are consistent with the Events of Default or covenants set
         forth herein;

                  (19) whether, under what circumstances and the Currency in
         which, the Company will pay Additional Amounts as contemplated by
         Section 3.8 on the Securities of the Series to any Holder who is a
         non-United States Person (including any modification to the definition
         of such term) in respect of any tax, assessment or governmental charge
         and, if so, whether the Company will have the option to redeem such
         Securities rather than pay such Additional Amounts (and the terms of
         any such option);

                  (20) if applicable, that the subordination provisions in
         Article XIV shall apply to the Securities of the Series or that any
         different subordination provisions, including a different definition of
         "Senior Indebtedness," shall apply to the Securities of such Series;
         and

                  (21) any other terms or conditions upon which the Securities
         of the Series are to be issued (which terms shall not be inconsistent
         with the provisions of this Indenture).

         All Securities of any one Series shall be substantially identical
except as to denomination, except as provided in the immediately succeeding
paragraph, and except as may otherwise be provided in or pursuant to such
resolution of the Board of Directors or in any such indenture supplemental
hereto. All Securities of any one Series need not be issued at the same time,
and unless otherwise provided, a Series may be reopened, without the consent of
the Holders, for


                                       10
<PAGE>

issuances of additional Securities of such Series or to establish additional
terms of such Series of Securities (which additional terms shall only be
applicable to unissued or additional Securities of such Series).

         Each Series may be issued in one or more Tranches. Except as provided
in the foregoing paragraph, all Securities of a Tranche shall have the same
issue date, maturity date, interest rate or method of determining interest, and,
in the case of Original Issue Discount Securities, the same issue price.

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

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

                  (b) a copy of any resolution or resolutions of the Board of
Directors relating to such Series, in each case certified by the secretary or an
assistant secretary of the Company;

                  (c) an executed supplemental indenture, if any;

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

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

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

                           (ii) that such Securities and Coupons, if any have
         been duly authorized, and, 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 binding obligations of the Company enforceable in accordance with
         their terms, subject to applicable bankruptcy, insolvency,
         reorganization or other laws relating to or affecting the enforcement
         of creditors' rights and by general


                                       11
<PAGE>

         equitable principles, regardless of whether such enforceability is
         considered in a proceeding in equity or at law;

                           (iii) that all laws and requirements in respect of
         the execution and delivery by the Company of the Securities and
         Coupons, if any, and the related supplemental indenture, if any, have
         been complied with;

                           (iv) the registration statement, if any, relating to
         the Securities of such series and any amendments thereto has become
         effective under the Securities Act of 1933 and to the best knowledge of
         such counsel, no stop order suspending the effectiveness of such
         registration statement, as amended, has been issued and no proceedings
         for that purpose have been instituted or threatened;

                           (v) no consent, approval, authorization or order of
         any court or governmental agency or body in the United States is
         required for the issuance of the Securities of such Series, except such
         as have been obtained and such as may be required under the blue sky
         laws of any jurisdiction in the United States in connection with the
         purchase and distribution of the Securities of such Series;

                           (vi) neither the issue nor sale of the Securities of
         such Series will contravene the charter or by-laws of the Company or
         will conflict with, result in a breach of or constitute a default under
         the terms of any indenture or other agreement or instrument known to
         such counsel and to which the Company or any of its Subsidiaries is a
         party or is bound, or any order or regulation known to such counsel to
         be applicable to the Company or any of its Subsidiaries of any court,
         regulatory body, administrative agency or governmental body having
         jurisdiction over the Company or any of its Subsidiaries; and

                           (vii) the authentication and delivery of the
         Securities of such series by the Trustee in accordance with the
         directions of the Company so to do, and the Company's execution and
         delivery of the Securities of such series, will not violate the terms
         of this Indenture;

provided, however, that in the case of any Series issuable in Tranches, if the
Trustee has previously received the documents referred to in Section 2.4(1)-(5)
with respect to such Series, the Trustee shall authenticate and deliver
Securities of such Series executed and delivered by the Company for original
issuance upon receipt by the Trustee of the applicable Company Notice.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities and Coupons, if any, under this Section if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken by the
Company or if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under this Indenture in a
manner not reasonably acceptable to the Trustee.

         Notwithstanding the foregoing, 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 2.10, together with a written statement (which need not
comply with Section 11.5 and need not be accompanied by an



                                       12
<PAGE>

Opinion of Counsel) 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.

         SECTION 2.5 Execution of Securities. The Securities shall be signed on
behalf of the Company by both (a) its chairman or its president or any vice
president and (b) its treasurer or any assistant treasurer or its secretary or
any assistant secretary, which may, but need not, be attested. Such signatures
may be the manual or facsimile signatures of the present or any future such
officers. The seal of the Company may be in the form of a facsimile thereof and
may be impressed, affixed, imprinted or otherwise reproduced on the Securities.
Typographical and other minor errors or defects in any such reproduction of the
seal or any such signature shall not affect the validity or enforceability of
any Security that has been duly authenticated and delivered by the Trustee. Any
Coupons attached to any Unregistered Security shall be executed on behalf of the
Company by the manual or facsimile signature of any such officer of the Company.

         In case any officer of the Company who shall have signed any of the
Securities or Coupons shall cease to be such officer before the Security or
Coupon so signed shall be authenticated (in the case of the Securities) and
delivered by the Trustee or disposed of by the Company, such Security or Coupon
nevertheless may be authenticated and delivered or disposed of as though the
Person who signed such Security or Coupon had not ceased to be such officer of
the Company; and any Security or Coupon may be signed on behalf of the Company
by such Persons as, at the actual date of the execution of such Security or
Coupon, shall be the proper officers of the Company, although at the date of the
execution and delivery of this Indenture any such Person was not such an
officer.

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

         The Trustee shall not authenticate or deliver any Unregistered Security
until any matured Coupons appertaining thereto have been detached and canceled,
except as otherwise provided or permitted by this Indenture.

         SECTION 2.7 Denomination and Date of Securities; Payments of Interest.
The Securities shall be issuable in denominations as shall be specified as
contemplated by Section 2.3. In the absence of any such specification with
respect to the Securities of any Series, the Securities of such Series shall be
issuable in denominations of $1,000 and any multiple thereof, which may be in
Dollars or any Foreign Currency, and interest shall be computed on the basis of
a 360-day year of twelve 30-day months. The Securities shall be numbered,
lettered, or otherwise distinguished in such manner or in accordance with such
plan as the officers of the Company executing the same may determine with the
approval of the Trustee as evidenced by the execution and authentication
thereof.



                                       13
<PAGE>

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

         Interest on any Security which is payable, and is punctually paid or
duly provided for, on any interest payment date shall be paid, in the case of
Registered Securities, 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 the payment of such interest and, in the case of Unregistered
Securities, upon surrender of the Coupon appertaining thereto in respect of the
interest due on such interest payment date.

         The term "record date" as used with respect to any interest payment
date (except for a date for payment of defaulted interest) shall mean the date
specified as such in the terms of the Securities of any particular Series, or,
if no such date is so specified, if such interest payment date is the first day
of a calendar month, the close of business on the fifteenth day of the next
preceding calendar month or, if such interest payment date is the fifteenth day
of a calendar month, the close of business on the first day of such calendar
month, whether or not such record date is a Business Day.

         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 (called
"defaulted interest" for the purpose of this Section) shall forthwith cease to
be payable to the Registered Holder on the relevant record date by virtue of his
having been such Holder; and such defaulted interest may be paid by the Company,
at its election in each case, as provided in clause (1) or clause (2) below:

                  (1) The Company may elect to make payment of any defaulted
         interest to the Persons in whose names any such Registered Securities
         (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 in respect of Registered Securities of such Series which shall
         be not more than 15 nor less than 10 days prior to the date of the
         proposed payment and not less than 10 days after the receipt by the
         Trustee of the notice of the proposed payment. The Trustee shall
         promptly notify the Company of such special record date and, in the
         name and at the expense of the Company, shall cause notice of the
         proposed payment of such defaulted interest and the special record date
         thereof to be mailed, first class postage prepaid, to each Registered
         Holder 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 mailed as aforesaid, such defaulted interest in respect of
         Registered Securities of such Series shall be paid to the Person in
         whose names



                                       14
<PAGE>

         such Securities (or their respective predecessor Securities) are
         registered on such special record date and such defaulted interest
         shall no longer be payable pursuant to the following clause (2).

                  (2) The Company may make payment of any defaulted interest on
         the Registered Securities of any Series in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         the Securities of that Series 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
         payment shall be deemed practicable by the Trustee.

         Any defaulted interest payable in respect of any Security of any Series
which is not a Registered Security shall be payable pursuant to such procedures
as may be satisfactory to the Trustee in such manner that there is no
discrimination as between the Holders of Registered Securities and other
Securities of the same Series, and notice of the payment date therefor shall be
given by the Trustee, in the name and at the expense of the Company, by
publication at least once in a newspaper of general circulation in New York, New
York and London, England.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon 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 2.8 Registration, Transfer and Exchange. The Company will keep
at the office or agency of the Trustee to be maintained for the purpose as
provided in Section 3.2 a register or registers in which, subject to such
reasonable regulations as it may prescribe, it will register, and will register
the transfer of, Registered Securities as in this Article Two provided. Such
register shall be in written form in the English language or in any other form
capable of being converted into such form within a reasonable time. At all
reasonable times such register or registers shall be open for inspection by the
Trustee.

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

         At the option of the Holder thereof, Unregistered Securities of a
Series, which by their terms are registerable as to principal and interest, may,
to the extent and under the circumstances specified pursuant to Section 2.3, be
exchanged for Registered Securities of such Series, as may be issued by the
terms thereof. At the option of the Holder thereof, Registered Securities of a
Series, which by their terms provide for the issuance of Unregistered
Securities, may, to the extent and under the circumstances specified pursuant to
Section 2.3, be exchanged for Unregistered Securities of such Series. Securities
so issued in exchange for other Securities shall be of any authorized
denomination and of like principal amount and maturity date, interest rate or
method of determining interest, and shall be issued upon surrender of the
Securities for which they are to be exchanged and, in the case of Coupon
Securities, together with all unmatured Coupons and matured Coupons in default
appertaining thereto, at the office of the Company


                                       15
<PAGE>

provided for in Section 3.2 and upon payment, if the Company shall require, of
charges provided therein. Unregistered Securities of any Series issued in
exchange for Registered Securities of such Series between the regular record
date for such Registered Security and the next interest payment date will be
issued without the Coupon relating to such interest payment date, and
Unregistered Securities surrendered in exchange for Registered Securities
between such dates shall be surrendered without the Coupon relating to such
interest payment date. 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.
Notwithstanding the foregoing, an Unregistered Security will not be delivered in
exchange for a Registered Security or Securities unless the Trustee receives a
certificate signed by the Person entitled to delivery of such Security or other
items or documents fulfilling such conditions as shall be required by
regulations of the United States Department of the Treasury, or shall be
notified by the Company that such a certificate shall not be required by such
regulations; provided, however, that no such Unregistered Security shall be
delivered by the Trustee if the Trustee or such agent shall have, or shall have
been notified in writing by the Company that the Company has, actual knowledge
that such certificate is false.

         Upon presentation for registration of any Unregistered Securities of
any Series which by its terms is registerable as to principal, at the office or
agency of the Company to be maintained as provided in Section 3.2, such Security
shall be registered as to principal in the name of the Holder thereof and such
registration shall be noted on such Security. Any Security so registered shall
be transferable on the registry books of the Company upon presentation of such
Security at such office or agency for similar notation thereon, but such
Security may be discharged from registration by being in a like manner
transferred to bearer, whereupon transferability by delivery shall be restored.
Except as otherwise provided pursuant to Section 2.3 hereof, Unregistered
Securities shall continue to be subject to successive registrations and
discharges from registration at the option of the Holders thereof.

         Unregistered Securities shall be transferable by delivery, except while
registered as to principal. Registration of any Coupon Security shall not effect
the transferability by delivery of the Coupons appertaining thereto which shall
continue to be payable to bearer and transferable by delivery.

         All Securities and Coupons issued upon any 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
and Coupons surrendered upon such transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
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 Trustee 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 transfer or exchange of Securities, other than exchanges pursuant to
Sections 2.11, 8.5 or 12.3 not involving any transfer.


                                       16
<PAGE>

         The Company shall not be required (i) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the day of mailing of a notice of redemption of Securities for
redemption under Article Twelve or (ii) to register the transfer of or exchange
any Security so selected for redemption in whole or in part, except, in the case
of any Security to be redeemed in part, the portion thereof not redeemed.

         SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security or Coupon shall become mutilated,
defaced or be destroyed, lost or stolen, the Company in its discretion may
execute, and upon the written request of any officer of the Company, the Trustee
shall authenticate and deliver, a new Security of the same Series or Coupon,
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated or defaced Security or Coupon, or in lieu of and substitution
for the Security or Coupon so destroyed, lost or stolen. In every case the
applicant for a substitute Security or Coupon shall furnish to the Company and
to the Trustee and to any agent of the Company or the Trustee such security or
indemnity as may be required by them to indemnify and defend and to save each of
them harmless and, in every case of destruction, loss or theft, evidence to
their satisfaction of the destruction, loss or theft of such Security or Coupon
and of the ownership thereof.

         Upon the issuance of any substitute Security or Coupon, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith. In case any Security
or Coupon which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Security or Coupon, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated or defaced Security or Coupon); provided, however, that
interest represented by Coupons shall be payable only upon presentation and
surrender of such Coupons at an office or agency of the Company located outside
of the United States, unless otherwise provided pursuant to Section 2.3, if the
applicant for such payment shall furnish to the Company and to the Trustee and
any agent of the Company or the Trustee such security or indemnity as any of
them may require to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee and any agent of the Company or the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Security or Coupon and of
the ownership thereof.

         Every substitute Security of any Series or Coupon issued pursuant to
the provisions of this Section by virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set
forth in) this Indenture equally and proportionately with any and all other
Securities of such Series or Coupons duly authenticated and delivered hereunder.
All Securities or Coupons shall be held and owned upon the express condition
that, to the extent permitted by the law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, defaced, destroyed,
lost or stolen Securities or Coupons and shall preclude any and all other rights
or remedies notwithstanding any law or statute existing or hereafter enacted to
the contrary with


                                       17
<PAGE>

respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

         SECTION 2.10 Cancellation of Securities. All Securities surrendered for
payment, redemption, registration of transfer or exchange, or for credit against
any payment in respect of a sinking or analogous fund and all Coupons
surrendered for payment or exchange, shall, if surrendered to the Company or any
agent of the Company or the Trustee, be delivered to the Trustee for
cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no
Securities or Coupons shall be issued in lieu thereof, except as expressly
permitted by any of the provisions of this Indenture. The Trustee shall dispose
cancelled Securities in accordance with its customary procedures. If the Company
shall acquire any of the Securities and Coupons, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Securities and Coupons unless and until the same are delivered to the Trustee
for cancellation.

         SECTION 2.11 Temporary Securities. Pending the preparation of
definitive Securities for any Series, the Company may execute and the Trustee
shall authenticate and deliver temporary Securities for such Series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any Series may be issued
as Registered Securities or Unregistered Securities with or without Coupons
attached thereto, of any authorized denomination, and substantially in the form
of the definitive Securities of such Series but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the Company with the concurrence of the Trustee. Temporary
Securities may contain such reference to any provisions of this Indenture as may
be appropriate. Every temporary Security shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Company shall execute and shall furnish definitive
Securities of such Series and thereupon temporary Securities of such Series may
be surrendered in exchange therefor without charge at each office or agency to
be maintained by the Company for that purpose pursuant to Section 3.2, and the
Trustee shall authenticate and deliver in exchange for such temporary Securities
of such Series a like aggregate principal amount of definitive Securities of the
same Series of authorized denominations and, in the case of Unregistered
Securities, having attached thereto any appropriate Coupons. Until so exchanged,
the temporary Securities of any Series shall be entitled to the same benefits
under this Indenture as definitive Securities of such Series.

         SECTION 2.12 Currency and Manner of Payments in Respect of Securities.

                  (a) With respect to Registered Securities of any Series with
respect to which the Holders of such Securities have not made the election
provided for in paragraph (b) below, the following payment provisions shall
apply:

                           (i) Except as provided in subparagraph (a)(2) or in
         paragraph (e) below, payment of the principal of any Registered
         Security will be made at the Place of Payment by delivery of a check in
         the Currency in which the Security is denominated on the payment date
         against surrender of such Registered Security, and any interest on any
         Registered Security will be paid at the Place of Payment by mailing a
         check in the



                                       18
<PAGE>

         Currency in which the Securities were issued to the Person entitled
         thereto at the address of such Person appearing on the Security
         register.

                           (ii) Payment of the principal of and interest on such
         Security may also, subject to applicable laws and regulations, be made
         at such other place or places as may be designated by the Company by
         any appropriate method.

                  (b) With respect to Registered Securities of any Series, the
following payment provisions shall apply, except as otherwise provided in
paragraphs (e) and (f) below:

                           (i) The Board of Directors may provide with respect
         to any Series of such Securities that Holders shall have the option to
         receive payments of principal of and interest on such Security in any
         of the Currencies which may be designated for such election in such
         Security by delivering to the Trustee a written election, to be in form
         and substance satisfactory to the Trustee, not later than the close of
         business on the record date immediately preceding the applicable
         payment date. Such election will remain in effect for such Holder until
         changed by the Holder by written notice to the Trustee (but any such
         change must be made not later than the close of business on the record
         date immediately preceding the next payment date to be effective for
         the payment to be made on such payment date and no such change may be
         made with respect to payments to be made on any Security with respect
         to which notice of redemption has been given by the Company pursuant to
         Article Twelve). Any Holder of any such Security who shall not have
         delivered any such election to the Trustee not later than the close of
         business on the applicable record date will be paid the amount due on
         the applicable payment date in the relevant Currency as provided in
         paragraph (a) of this Section 2.12. Payment of principal shall be made
         on the payment date against surrender of such Securities. Payment of
         principal and interest shall be made at the Place of Payment by mailing
         a check in the applicable currency to the Person entitled thereto at
         the address of such Person appearing on the Security register.

                           (ii) Payment of the principal of and interest on such
         Security may also, subject to applicable laws and regulations, be made
         at such other place or places as may be designated by the Company by
         any appropriate method.

                  (c) Payment of the principal of any Unregistered Security and
of interest on any Coupon Security will be made at such place or places outside
the United States as may be designated by the Company by any appropriate method
only in the Currency in which the Security is payable (except as provided in
paragraph (e) below) on the payment date against surrender of the Unregistered
Security, in the case of payment of principal, or the relevant Coupon, in the
case of payment of interest. Except as provided in paragraph (e) below, payment
with respect to Unregistered Securities and Coupons will be made by check,
subject to any limitations on the methods of effecting such payment as shall be
specified in the terms of the Security established as provided in Section 2.3
and as shall be required under applicable laws and regulations. Payment of the
principal of and interest on Unregistered Securities may also, subject to
applicable laws and regulations, be made at such other place or places as may be
designated by the Company by any appropriate method.



                                       19
<PAGE>

                  (d) Not later than the fourth Business Day after the record
date for each payment date, the Trustee will deliver to the Company a written
notice specifying, in the Currency in which each Series of the Securities are
denominated, the respective aggregate amounts of principal of and interest on
the Securities to be made on such payment date, specifying the amounts so
payable in respect of the Registered and the Unregistered Securities and in
respect of the Registered Securities as to which the Holders shall have elected
to be paid in another Currency as provided in paragraph (b) above. If the Board
of Directors has provided for the election referred to in paragraph (b) above
and if at least one Holder has made such election, then not later than the
second Business Day preceding such record date the Company will deliver to the
Trustee an Exchange Rate Officer's Certificate in respect of the Dollar or
Foreign Currency payments to be made on such payment date. The Dollar or Foreign
Currency amount receivable by Holders of Registered Securities who have elected
payment in another Currency as provided in paragraph (b) above shall be
determined by the Company on the basis of the applicable Market Exchange Rate in
effect on the second Business Day (the "Valuation Date") prior to such payment
date and set forth in the applicable Exchange Rate Officer's Certificate.

                  (e) If a Conversion Event occurs with respect to a Foreign
Currency in which any of the Securities are denominated or payable, then with
respect to each date for the payment of principal of, premium, if any, and
interest on the applicable Foreign Currency denominated Securities occurring
after the last date on which the Foreign Currency was so used (the "Conversion
Date"), the Dollar shall be the currency of payment for use on each such payment
date. The Dollar amount to be paid by the Company to the Trustee and by the
Trustee or any Paying Agent to the Holders of such Securities with respect to
such payment date shall be, in the case of a Foreign Currency other than a
currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of
a currency unit, the Dollar Equivalent of the Currency Unit, in each case as
determined by the Currency Determination Agent in the manner provided in
paragraphs (g) or (h) below.

                  (f) If the Holder of a Registered Security elects payment in a
specified Currency as provided for by paragraph (b) and a Conversion Event
occurs with respect to such elected Currency, such Holder shall receive payment
in the Currency in which payment would have been made in the absence of such
election; and if a Conversion Event occurs with respect to the Currency in which
payment would have been made in the absence of such election, such Holder shall
receive payment in Dollars.

                  (g) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Currency Determination Agent as of each Valuation Date and
shall be obtained by converting the specified Foreign Currency into Dollars at
the Market Exchange Rate on the Conversion Date.

                  (h) The "Dollar Equivalent of the Currency Unit" shall be
determined by the Currency Determination Agent as of each Valuation Date and
shall be the sum obtained by adding together the results obtained by converting
the Specified Amount of each Component Currency into Dollars at the Market
Exchange Rate on the Valuation Date for such Component Currency.



                                       20
<PAGE>

                  (i) For purposes of this Section 2.12 the following terms
shall have the following meanings:

         A "Component Currency" shall mean any currency which, on the Conversion
Date, was a component currency of the relevant currency unit, including but not
limited to the Euro.

         A "Specified Amount" of a Component Currency shall mean the number of
units or fractions thereof which such Component Currency represented in the
relevant currency unit, including but not limited to the Euro, on the Conversion
Date. If after the Conversion Date the official unit of any Component Currency
is altered by way of combination or subdivision, the Specified Amount of such
Component Currency shall be divided or multiplied in the same proportion. If
after the Conversion Date two or more Component Currencies are consolidated into
a single currency, the respective Specified Amounts of such Component Currencies
shall be replaced by an amount in such single currency equal to the sum of the
respective Specified Amounts of such consolidated Component Currencies expressed
in such single currency, and such amount shall thereafter be a Specified Amount
and such single currency shall thereafter be a Component Currency. If after the
Conversion Date any Component Currency shall be divided into two or more
currencies, the Specified Amount of such Component Currency shall be replaced by
specified amounts of such two or more currencies, the sum of which, at the
Market Exchange Rate of such two or more currencies on the date of such
replacement, shall be equal to the Specified Amount of such former Component
Currency and such amounts shall thereafter be Specified Amounts and such
currencies shall thereafter be Component Currencies. If, after the Conversion
Date of the relevant currency unit, including, but not limited to, the Euro, a
Conversion Event (other than any event referred to above in this definition of
"Specified Amount") occurs with respect to any Component Currency of such
currency unit and is continuing on the applicable Valuation Date, the Specified
Amount of such Component Currency shall, for purposes of calculating the Dollar
Equivalent of the Currency Unit, be converted into Dollars at the Market
Exchange Rate in effect on the Conversion Date of such Component Currency.

         "Market Exchange Rate" shall mean for any currency the noon Dollar
buying rate for that currency for cable transfers quoted in New York City on the
Valuation Date as certified for customs purposes by the Federal Reserve Bank of
New York. If such rates are not available for any reason with respect to one or
more Currencies for which an exchange rate is required, the Currency
Determination Agent shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in New York
City or in the country of issue of the currency in question, or such other
quotations as the Currency Determination Agent shall deem appropriate. Unless
otherwise specified by the Currency Determination Agent, if there is more than
one market for dealing in any currency by reason of foreign exchange regulations
or otherwise, the market to be used in respect of such currency shall be that
upon which a nonresident issuer of securities designated in such currency would
purchase such currency in order to make payments in respect of such securities.

         All decisions and determinations of the Currency Determination Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in Specified Amounts
as specified above shall be in its sole



                                       21
<PAGE>

discretion and shall, in the absence of manifest error, be conclusive for all
purposes and irrevocably binding upon the Company, the Trustee for the relevant
series of Securities and all Holders of such Securities.

         In the event that a Conversion Event has occurred with respect to a
Foreign Currency, the Company, after learning thereof, will immediately give
notice thereof to the Trustee (and the Trustee will promptly thereafter give
notice in the manner provided in Section 11.4 to the affected Holders)
specifying the Conversion Date. In the event that a Conversion Event has
occurred with respect to the Euro or any other currency unit in which Securities
are denominated or payable, the Company, after learning thereof, will
immediately give notice thereof to the Trustee (and the Trustee will promptly
thereafter give notice in the manner provided in Section 11.4 to the affected
Holders) specifying the Conversion Date and the Specified Amount of each
Component Currency on the Conversion Date. In the event of any subsequent change
in any Component Currency as set forth in the definition of Specified Amount
above, the Company, after learning thereof, will similarly give notice to the
Trustee.

         The Trustee shall be fully justified and protected in relying on and
acting upon the information so received by it from the Company and the Currency
Determination Agent and shall not otherwise have any duty or obligation to
determine such information independently.

         SECTION 2.13 Compliance with Certain Laws and Regulations. If any
Unregistered Securities or Coupon Securities are to be issued in any Series of
Securities, the Company will use reasonable efforts to provide for arrangements
and procedures designed pursuant to then applicable laws and regulations, if
any, to ensure that Unregistered Securities or Coupon Securities are sold or
resold, exchanged, transferred and paid only in compliance with such laws and
regulations and without adverse consequences to the Company.

         SECTION 2.14 CUSIP Numbers. The Company in issuing the Securities may
use "CUSIP" or "ISIN" numbers (if then generally in use), and, if so, the
Trustee shall indicate the "CUSIP" or "ISIN" numbers of the Securities in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of redemption
and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers. The Company will promptly notify the Trustee of
any change in the "CUSIP" or "ISIN" numbers.

         SECTION 2.15 Securities in Global Form. If Securities of or within a
Series are issuable in whole or in part in global form, any such Security may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and may also provide that the aggregate
amount of Outstanding Securities represented thereby may from time to time be
reduced or increased to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the amount, or
changes in the rights of Holders, of Outstanding Securities represented thereby,
shall be made in such manner and by such Person or Persons as shall be specified
therein or in the Company order to be delivered to the Trustee pursuant to
Section 2.4 or 2.11. Subject to the provisions of Section 2.4 and, if
applicable, Section 2.11, the Trustee shall deliver and redeliver any Security
in permanent global


                                       22
<PAGE>

form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company order. Any instructions by the
Company with respect to endorsement or deliver or redelivery of a Security in
global form shall be in writing but need not comply with Section 11.5 and need
not be accompanied by an Opinion of Counsel.

         The provisions of the last paragraph of Section 2.4 shall apply to any
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 11.5 and
need not be accompanied by 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 paragraph of Section 2.4.

         Notwithstanding the provisions of Section 3.1, unless otherwise
specified as contemplated by Section 2.4, payment of principal of and interest
on any Security in permanent global form shall be made to the Person or Persons
specified in such Security.

                                  ARTICLE THREE

                             COVENANTS OF THE ISSUER

         SECTION 3.1 Payment of Principal and Interest. The Company covenants
and agrees for the benefit of each Series of Securities that it will duly and
punctually pay or cause to be paid (in the currency or currency unit in which
the Securities of such Series and Coupons, if any, are payable, except as
otherwise provided pursuant to Section 2.3 for the Securities of such Series and
except as provided in Section 2.12(b), (e) and (f) hereof) the principal of, and
interest on, each of the Securities of such Series in accordance with the terms
of the Securities of such Series, any Coupons appertaining thereto and this
Indenture.

         The interest on Unregistered Securities shall be payable only upon
presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature at the office of a Paying
Agent outside the United States. The interest on any temporary Unregistered
Security shall be paid, as to any installment of interest evidenced by a Coupon
attached thereto, if any, only upon presentation and surrender of such Coupon,
and, as to the other installments of interest, if any, only upon presentation of
such Securities for notation thereon of the payment of such interest.

         SECTION 3.2 Offices for Payment, etc. So long as any of the Securities
remain outstanding, the Company will maintain the following for each Series: an
office or agency (a) where the Securities may be presented for payment, (b)
where the Securities may be presented for registration of transfer and for
exchange as in this Indenture provided and (c) where notices and demands to or
upon the Company in respect of the Securities or of this Indenture may be
served. The Company will give to the Trustee written notice of the location of
any such office or agency and of any change of location thereof. In case the
Company shall fail to so designate or maintain any such office or agency or
shall fail to give such notice of the location or of any change in the location
thereof, presentations and demands may be made and notices may be served at the
corporate trust office. Unless otherwise specified pursuant to Section 2.3, the
Trustee is appointed Paying Agent and Registrar.



                                       23
<PAGE>

         So long as any Coupon Securities or Unregistered Securities of any
Series remain outstanding, the Company will (except as specified pursuant to
Section 2.3) maintain one or more offices or agencies outside the United States
in such city or cities as may be specified elsewhere in this Indenture or as
contemplated by Section 2.3, and shall maintain such office or offices for a
period of two years (or any period thereafter for which it is necessary in order
to conform to United States tax laws or regulations) after the principal on such
Coupon Securities or Unregistered Securities has become due and payable, with
respect to such Series where Coupons appertaining to Securities of such Series
or Unregistered Securities of such Series may be surrendered or presented for
payment, or surrendered for exchange pursuant to Section 2.8 and where notices
and demands to or upon the Company in respect of Coupons appertaining to
Securities of such Series or the Unregistered Securities of such Series or of
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location and any change in the location, of any such office or
agency. If at any time the Company shall fail to maintain such required office
or agency or shall fail to furnish the Trustee with the address thereof,
presentations, surrenders, notices and demands in respect of Unregistered
Securities may be made or served at the Corporate Trust Office of the Trustee
and the corporate trust office of any authenticating agent appointed hereunder,
and presentations, surrenders, notices and demands in respect of Coupons
appertaining to Securities of any Series and Unregistered Securities may be made
or served at the corporate trust office of the Trustee in the other city or
cities referred to above; and the Company hereby appoints the Trustee and any
authenticating agent appointed hereunder its agents to receive all such
presentations, surrenders, notices and demands.

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

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

                  (a) that it will hold all sums received by it as such Agent
         for the payment of the principal of or interest on the Securities of
         such Series or Coupons (whether such sums have been paid to it by the
         Company or by any other obligor on the Securities of such Series or
         Coupons) in trust for the benefit of the Holders of the Securities of
         such Series or Coupons or of the Trustee, and upon the occurrence of an
         Event of Default and upon the written request of the Trustee, pay over
         all such sums received by it to the Trustee,

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



                                       24
<PAGE>

                  (c) that it will give the Trustee notice of any change of
         address of any Holder of which it is aware.

         The Company will, on or prior to each due date of the principal of or
interest on the Securities of such Series or Coupons, deposit with the Paying
Agent a sum sufficient to pay such principal or interest so becoming due, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of any failure to take such action.

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

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

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

         SECTION 3.5 Written Statement to Trustee. The Company will deliver to
the Trustee for each Series of Securities on or before a date not more than four
months after the end of each of its fiscal years ending after the date hereof
during which any Securities are outstanding a written statement, signed by two
of its officers (which need not comply with Section 11.5), stating that in the
course of the performance of their duties as officers of the Company they would
normally have knowledge of any default by the Company in the performance or
fulfillment of any covenant, agreement or condition contained in this Indenture,
stating whether or not they have knowledge of any such default and, if so,
specifying each such default of which the signers have knowledge and the nature
thereof.

         SECTION 3.6 Limitation on Liens.

                  (a) The Company will not, nor will it permit any Restricted
Subsidiary to, issue, assume or guarantee any Debt that ranks pari passu with or
junior in interest to the Securities, secured by a mortgage, security interest,
pledge, lien or other encumbrance (mortgages, security interests, pledges, liens
and other encumbrances being hereinafter in this Article Three called "mortgage"
or "mortgages") upon any Principal Property of the Company or any Restricted
Subsidiary or upon any shares of stock or indebtedness of any Restricted
Subsidiary (whether such Principal Property, shares of stock or indebtedness are
now owned or hereafter acquired) without in any such case effectively providing
concurrently with the issuance, assumption or guaranty of any such Debt that the
Securities (together with, if the Company shall so determine, any other
indebtedness of or guaranteed by the Company or such



                                       25
<PAGE>

Restricted Subsidiary ranking equally with the Securities and then existing or
thereafter created) shall be secured equally and ratably with (or, at the option
of the Company, prior to) such Debt so long as such Debt shall be so secured;
provided, however, that the foregoing restrictions shall not apply to Debt
secured by:

                           (i) mortgages on property, shares of stock or
         indebtedness (hereinafter in this Article Three called "property") of
         any corporation existing at the time such corporation becomes a
         Restricted Subsidiary;

                           (ii) mortgages on property existing at the time of
         acquisition of the affected property by the Company or a Restricted
         Subsidiary, or mortgages to secure the payment of all or any part of
         the purchase price of such property upon the acquisition of such
         property by the Company or a Restricted Subsidiary or to secure any
         Debt incurred by the Company or a Restricted Subsidiary prior to, at
         the time of, or within 360 days after the later of the acquisition, the
         completion of construction (including any improvements on an existing
         property) or the commencement of commercial operation of such property,
         which Debt is incurred for the purpose of financing all or any part of
         the purchase price thereof or construction or improvements thereon;
         provided, however, that in the case of any such acquisition,
         construction or improvement the mortgage shall not apply to any
         property theretofore owned by the Company or a Restricted Subsidiary,
         other than, in the case of any such construction or improvement, any
         real property on which the property so constructed, or the improvement,
         is located which in the opinion of the Board of Directors was, prior to
         such construction or improvement, substantially unimproved for the use
         intended by the Company or such Restricted Subsidiary;

                           (iii) mortgages on property of a Restricted
         Subsidiary securing Debt owing to the Company or to another Restricted
         Subsidiary;

                           (iv) mortgages on property of a corporation existing
         at the time such corporation is merged into or consolidated with the
         Company or a Restricted Subsidiary or at the time of a sale, lease or
         other disposition of the properties of a corporation or firm as an
         entirety or substantially as an entirety to the Company or a Restricted
         Subsidiary provided, however, that any such mortgages do not attach to
         or affect property theretofore owned by the Company or such Restricted
         Subsidiary;

                           (v) mortgages on property owned or leased by the
         Company or a Restricted Subsidiary in favor of the United States of
         America or any State thereof, or any department, agency or
         instrumentality or political subdivision of the United States of
         America or any State thereof, or in favor of any other country or any
         political subdivision thereof, or in favor of holders of securities
         issued by any such entity, pursuant to any contract or statute
         (including, without limitation, mortgages to secure Debt of the
         pollution control or industrial revenue bond type) or to secure any
         indebtedness incurred for the purpose of financing all or any part of
         the purchase price or the cost of construction of the property subject
         to such mortgages;

                           (vi) mortgages existing at the date of this
         Indenture;



                                       26
<PAGE>

                           (vii) landlords' liens on fixtures located on
         premises leased by the Company or a Restricted Subsidiary in the
         ordinary course of business;

                           (viii) mortgages on property of the Company or a
         Restricted Subsidiary to secure partial, progress, advance or other
         payments or any Debt incurred for the purpose of financing all or any
         part of the purchase price or the cost of construction, development, or
         substantial repair, alteration or improvement of the property subject
         to such mortgages if the commitment for the financing is obtained not
         later than one year after the later of the completion of or the placing
         into operation (exclusive of test and start-up periods) of such
         constructed, developed, repaired, altered or improved property;

                           (ix) mortgages arising in connection with contracts
         and subcontracts with or made at the request of the United States of
         America, or any state thereof, or any department, agency or
         instrumentality of the United States or any state thereof;

                           (x) mechanics', materialmen's, carriers' or other
         like liens arising in the ordinary course of business (including
         construction of facilities) in respect of obligations which are not due
         or which are being contested in good faith;

                           (xi) any mortgage arising by reason of deposits with,
         or the giving of any form of security to, any governmental agency or
         any body created or approved by law or governmental regulations, which
         is required by law or governmental regulation as a condition to the
         transaction of any business, or the exercise of any privilege,
         franchise or license;

                           (xii) mortgages for taxes, assessments or
         governmental charges or levies not yet delinquent, or mortgages for
         taxes, assessments or governmental charges or levies already delinquent
         but the validity of which is being contested in good faith;

                           (xiii) mortgages (including judgment liens) arising
         in connection with legal proceedings so long as such proceedings are
         being contested in good faith and, in the case of judgment liens,
         execution thereon is stayed; or

                           (xiv) any extension, renewal or replacement (or
         successive extensions, renewals or replacements) in whole or in part of
         any mortgage referred to in the foregoing clauses (i) to (xiii),
         inclusive, provided, however, that the principal amount of Debt secured
         thereby shall not exceed the principal amount of Debt so secured at the
         time of such extension, renewal or replacement mortgage, and that such
         extension, renewal or replacement mortgage shall be limited to all or a
         part of the property which secured the mortgage so extended, renewed or
         replaced (plus improvements on such property).

                  (b) Notwithstanding the foregoing provisions of this Section,
the Company and any one or more Restricted Subsidiaries may issue, assume or
guarantee Debt secured by mortgages which would otherwise be subject to the
foregoing restrictions in an aggregate amount which, together with all other
Debt of the Company and its Restricted Subsidiaries which (if originally issued,
assumed or guaranteed at such time) would otherwise be subject to the foregoing
restrictions (not including Debt permitted to be secured under clauses (i)
through (xiv)



                                       27
<PAGE>

above), does not at the time exceed 10% of Consolidated Total Assets, as shown
on the latest quarterly consolidated financial statements of the Company
preceding the date of determination.

         SECTION 3.7 Limitation on Sale and Lease-Back. The Company will not,
nor will it permit any Restricted Subsidiary to, enter into any arrangement with
any Person providing for the leasing by the Company or any Restricted Subsidiary
of any Principal Property of the Company or any Restricted Subsidiary (whether
such Principal Property is now owned or hereafter acquired) (except for
temporary leases for a term of not more than three years and except for leases
between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries), which Principal Property has been or is to be sold or transferred
by the Company or such Restricted Subsidiary to such Person (herein referred to
as a "Sale and Lease-Back Transaction"), unless (a) the Company or such
Restricted Subsidiary would be entitled, pursuant to the provisions of Section
3.6, to issue, assume or guarantee Debt secured by a mortgage upon such
Principal Property at least equal in amount to the Attributable Debt in respect
of such arrangement without equally and ratably securing the Securities,
provided, however, that from and after the date on which such arrangement
becomes effective the Attributable Debt in respect of such arrangement shall be
deemed for all purposes under Sections 3.6 and 3.7 to be Debt subject to the
provisions of Section 3.6; or (b) the Company shall apply an amount in cash
equal to the Attributable Debt in respect of such arrangement to the retirement
(other than any mandatory retirement or by way of payment at maturity), within
120 days of the effective date of any such arrangement, of Debt of the Company
or any Restricted Subsidiary (other than Debt owned by the Company or any
Restricted Subsidiary and other than Debt of the Company which is subordinated
to the Securities) which by its terms matures at or is extendible or renewable
at the option of the obligor to a date more than twelve months after the date of
the creation of such Debt.

         The term "Attributable Debt" shall mean the present value (discounted
at the actual percentage rate inherent in such arrangement as determined in good
faith by the Company, compounded semi-annually) of the obligation of a lessee
for rental payments during the remaining term of any lease (including any period
for which such lease has been extended). Such rental payments shall not include
amounts payable by the lessee for maintenance and repairs, insurance, taxes,
assessments and similar charges and for contingent rents (such as those based on
sales). In case of any lease which is terminable by the lessee upon the payment
of a penalty, such rental payments shall also include such penalty, but no rent
shall be considered as required to be paid under such lease subsequent to the
first date upon which it may be so terminated. Any determination of any actual
percentage rate inherent in any such arrangement made in good faith by the
Company shall be binding and conclusive, and the Trustee shall have no duty with
respect to any determination made under this Section 3.7.

         SECTION 3.8 Additional Amounts. If Securities of a Series provide for
the payment of additional amounts to any Holder who is a non-United States
Person in respect of any tax, assessment or governmental charge ("Additional
Amounts"), the Company will pay to the Holder of any Security of such Series or
any Coupon appertaining thereto such Additional Amounts as may be so provided by
Section 2.3. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or interest on, or in respect of, any Security of a
Series or payment of any related Coupon or the net proceeds received on the sale
or exchange of a Security of a Series, such mention shall be deemed to include
mention of the payment of


                                       28
<PAGE>

Additional Amounts provided for by the terms of such Series established pursuant
to Section 2.3 to the extent that, in such context, Additional Amounts are, were
or would be payable in respect thereof pursuant to such terms and express
mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made.

         Except as otherwise specified as contemplated by Section 2.3, if the
Securities of a Series provide for the payment of Additional Amounts, at least
10 days prior to each date of payment of principal or interest on which any
Additional Amount shall be payable, the Company will furnish the Trustee and the
Company's principal Paying Agent or Paying Agents, if other than the Trustee,
with a compliance certificate instructing the Trustee and such Paying Agent or
Paying Agents whether such payment of principal of or interest on the Securities
of that Series shall be made to Holders of Securities of that Series or any
related Coupons who are non-United States Persons without withholding for or on
account of any tax, assessment or other governmental charge described in the
Securities of that Series. If any such withholding shall be required, then such
compliance certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities of that Series or
related Coupons and the Company will pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such Securities. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officer's Certificate
furnished pursuant to this Section or in the event the Trustee shall not
withhold or deduct any sums as a result of the non-receipt of a compliance
certificate pursuant to this Section.

         SECTION 3.9 Calculation of Original Issue Discount. The Company shall
file with the Trustee promptly at the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on Outstanding Securities as of the end of such
year and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

                                  ARTICLE FOUR

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

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

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



                                       29
<PAGE>

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

provided that if and so long as the Trustee shall be the Security registrar for
such Series, such list shall not be required to be furnished but in any event
the Company shall be required to furnish such information concerning the Holders
of Coupon Securities and Unregistered Securities which is known to it; provided,
further, that the Company shall have no obligation to investigate any matter
relating to any Holder of an Unregistered Security or any Holder of a Coupon.

         SECTION 4.2 Preservation and Disclosure of Securityholders' Lists.

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

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

                           (i) afford to such applicants access to the
         information preserved at the time by the Trustee in accordance with the
         provisions of subsection (a) of this Section 4.2, or

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

         If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such Series or all Securities, as the
case may be, whose name and address appear in the information preserved at the
time by the Trustee in accordance with the provisions of subsection (a) of this
Section, a copy of the form of proxy or other communication which is specified
in such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of


                                       30
<PAGE>

payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Securities of such Series or all Securities, as the case may be, or could be in
violation of applicable law. Such written statement shall specify the basis of
such opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of such order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met, and shall enter an order so declaring, the Trustee shall mail copies
of such material to all such Securityholders with reasonable promptness after
the entry of such order and the renewal of such tender; otherwise the Trustee
shall be relieved of any obligation or duty to such applicants respecting their
application.

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

         SECTION 4.3 Reports by the Company. The Company covenants:

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

                  (b) to file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
additional information, documents, and reports with respect to compliance by the
Company with the conditions and covenants provided for in this Indenture as may
be required from time to time by such rules and regulations; and

                  (c) to transmit by mail to the Holders of Registered
Securities in the manner and to the extent required by Sections 4.4(c) and 11.4,
within 30 days after the filing thereof with the Trustee, such summaries of any
information, documents, and reports required to be filed by



                                       31
<PAGE>

the Company pursuant to subsection (a) and (b) of this Section as may be
required to be transmitted to such Holders by rules and regulations prescribed
from time to time by the Commission; and

                  (d) to furnish to the Trustee, not less often than annually, a
brief certificate from the principal executive officer, principal financial
officer or principal accounting officer of the Company as to his or her
knowledge of the Company's compliance with all conditions and covenants under
this Indenture. For purposes of this paragraph, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

         SECTION 4.4 Reports by the 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. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within sixty days after each May 15 following the date of this
Indenture deliver to Holders a brief report, dated as of such May 15, which
complies with the provisions of such Section 313(a).

                  (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, if
any, upon which the Securities are listed, with the Commission and with the
Company. The Company will promptly notify the Trustee when the Securities are
listed on any stock exchange and of any delisting thereof.

                                  ARTICLE FIVE

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

         SECTION 5.1 Event of Default Defined; Acceleration of Maturity; Waiver
of Default. In case one or more of the following Events of Default (unless it is
either inapplicable to a particular Series or it is specifically deleted from or
modified in the instrument establishing such Series and the form of Security for
such Series) shall have occurred and be continuing with respect to any Series of
Securities, that is to say:

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



                                       32
<PAGE>

                  (b) default in the payment of the principal of the Securities
of such Series as and when the same shall become due and payable either at
maturity, upon redemption (for any sinking fund payment or otherwise), by
declaration or otherwise; or

                  (c) failure on the part of the Company duly to observe or
perform any other of the covenants or agreements on the part of the Company in
the Securities of such Series, or in this Indenture contained and relating to
such Series, for a period of 90 days after the date on which written notice
specifying such failure and requiring the Company to remedy the same and stating
that such notice is a "Notice of Default" hereunder shall have been given by
registered or certified mail to the Company by the Trustee for the Securities of
such Series, or to the Company and the Trustee by the Holders of at least
twenty-five percent in aggregate principal amount at maturity of the Securities
of such Series at the time outstanding; or

                  (d) the Company shall make an assignment for the benefit of
creditors, or shall file a petition in bankruptcy; or the Company shall be
adjudicated insolvent or bankrupt, or shall petition or shall apply to any court
having jurisdiction in the premises for the appointment of a receiver, trustee,
liquidator or sequestrator of, or for, the Company or any substantial portion of
the property of the Company; or the Company shall commence any proceeding
relating to the Company or any substantial portion of the property of the
Company under any insolvency, reorganization, arrangement, or readjustment of
debt, dissolution, winding-up, adjustment, composition or liquidation law or
statute of any jurisdiction, whether now or hereafter in effect (hereinafter in
this subsection (d) called "Proceeding"); or if there shall be commenced against
the Company any Proceeding and an order approving the petition shall be entered,
or such Proceeding shall remain undischarged for a period of 60 days; or a
receiver, trustee, liquidator or sequestrator of, or for, the Company or any
substantial portion of the property of the Company shall be appointed and shall
not be discharged within a period of 60 days; or the Company by any act shall
indicate consent to or approval of or acquiescence in any Proceeding or the
appointment of a receiver, trustee, liquidator or sequestrator of, or for, the
Company or any substantial portion of the property of the Company; provided that
a resolution or order for winding-up the Company with a view to its
consolidation, amalgamation or merger with another company or the transfer of
its assets as a whole, or substantially as a whole, to such other company as
provided in Section 9.1 shall not make the rights and remedies herein
enforceable under this subsection (d) of Section 5.1 if such last-mentioned
company shall, as a part of such consolidation, amalgamation, merger or
transfer, and within 60 days from the passing of the resolution or the date of
the order, comply with the conditions to that end stated in Section 9.1; or

                  (e) any other Event of Default provided in the Supplemental
Indenture or resolution of the Board of Directors under which such Series of
Securities is issued or in the form of Security for such Series;

then and in each and every such case, so long as such Event of Default with
respect to such Series shall not have been remedied or waived, unless the
principal of all Securities of such Series shall have already become due and
payable, either the Trustee for such Series or the Holders of not less than
twenty-five percent in aggregate principal amount at maturity of the Securities
of such Series then Outstanding hereunder, by notice in writing to the Company
(and to the Trustee if given by such Holders), may declare the principal (or, in
the case of Original Issue Discount Securities, such principal amount as may be
determined in accordance with the



                                       33
<PAGE>

terms thereof) of all the Securities of such Series to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the Securities of
such Series contained to the contrary notwithstanding. This provision, however,
is subject to the condition that if at any time after the principal of the
Securities of such Series (or, in the case of Original Issue Discount
Securities, such principal amount as may be determined in accordance with the
terms thereof) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay in the currency or currency unit in which the
Securities of such Series are payable (except as otherwise provided pursuant to
Section 2.3 for the Securities of such Series and except as provided in Section
2.12(b), (e) and (f) hereof) all matured installments of interest, if any, upon
all the Securities of such Series and the principal of any and all Securities of
such Series which shall have become due otherwise than by such acceleration
(with interest upon such principal and, to the extent that payment of such
interest is enforceable under applicable law, upon overdue installments of
interest, at the rate borne by the Securities of such Series (or, in the case of
Original Issue Discount Securities, at the yield to maturity) to the date of
such payment or deposit) and in Dollars such amount as shall be sufficient to
cover reasonable compensation to the Trustee, its agents, attorneys and counsel
and all other expenses and liabilities incurred, and all advances made, by the
Trustee, its agents, attorneys and counsel and any and all defaults under this
Indenture, other than the nonpayment of the principal of Securities of such
Series which shall have become due by such acceleration, shall have been
remedied then and in every such case the Holders of a majority in aggregate
principal amount at maturity of the Securities of such Series then Outstanding,
by written notice to the Company and to the Trustee for the Securities of such
Series, may waive all defaults and rescind and annul such declaration and its
consequences; but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.

         SECTION 5.2 Collection of Indebtedness by Trustee; Trustee May Prove
Debt. The Company covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Securities of any Series
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days or (b) in case default shall be made in
the payment of all or any part of the principal of any of the Securities of any
Series when the same shall have become due and payable, whether upon maturity of
the Securities of such Series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee for the Securities of such Series,
the Company will pay to the Trustee for the Securities of such Series for the
benefit of the Holders of the Securities of such Series and the Holders of any
Coupons appertaining thereto the whole amount that then shall have become due
and payable on all Securities of such Series or such Coupons for principal of or
interest, as the case may be (with interest to the date of such payment upon the
overdue principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest at the
same rate as the rate of interest specified in the Securities of such Series);
and in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including reasonable compensation to the
Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and any expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor Trustee.


                                       34
<PAGE>

         Until such demand is made by the Trustee, the Company may pay the
principal of and interest on the Securities of any Series to the Persons
entitled thereto, whether or not the principal of and interest on the Securities
of such Series are overdue.

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

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

                  (a) to file and prove a claim or claims for the whole amount
         of principal (or, if the Securities of such Series are Original Issue
         Discount Securities, such portion of the principal amount as may be due
         and payable with respect to the Securities of such Series pursuant to a
         declaration in accordance with Section 5.1 hereof) and interest owing
         and unpaid in respect of the Securities of any Series, and to file such
         other papers or documents as may be necessary or advisable in order to
         have the claims of the Trustee (including any claim for reasonable
         compensation to the Trustee and each predecessor Trustee, and their
         respective agents, attorneys and counsel, and for reimbursement of all
         expenses and liabilities incurred, and all advances made, by the
         Trustee and each predecessor Trustee,) and of the Securityholders and
         the Holders of any Coupons appertaining thereto allowed in any judicial
         proceedings relative to the Company or other obligor upon all
         Securities of any Series, or to the creditors or property of the
         Company or such other obligor,

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

                  (c) to collect and receive any moneys or other property
         payable or deliverable on any such claims, and to distribute all
         amounts received with respect to the claims of the Securityholders and
         of the Trustee on their behalf; and any trustee, receiver, or

                                       35
<PAGE>

         liquidator, custodian or other similar official is hereby authorized by
         each of the Holders to make payments to the Trustee for the Securities
         of such Series, and, in the event that such Trustee shall consent to
         the making of payments directly to the Securityholders, to pay to such
         Trustee such amounts as shall be sufficient to cover reasonable
         compensation to such Trustee, each predecessor Trustee and their
         respective agents, attorneys and counsel, and all other expenses and
         liabilities incurred, and all advances made, by such Trustee and each
         predecessor Trustee and all other amounts due to such Trustee or any
         predecessor Trustee pursuant to Section 6.6.

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

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

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

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

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



                                       36
<PAGE>

         predecessor Trustee and all other amounts due to the Trustee or any
         predecessor Trustee pursuant to Section 6.6;

                  SECOND: To the holders of Senior Indebtedness as provided in
         Article XIV;

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

                  FOURTH: In case the principal of the Securities of such Series
         in respect of which moneys have been collected shall have become and
         shall be then due and payable, to the payment of the whole amount then
         owing and unpaid upon all the Securities of such Series for principal
         and interest, with interest upon the overdue principal, and (to the
         extent that payment of such interest is permissible by law and that
         such interest has been collected by the Trustee) upon overdue
         installments of interest at the same rate as the rate of interest
         specified in the Securities of such Series; and in case such moneys
         shall be insufficient to pay in full the whole amount so due and unpaid
         upon the Securities of such Series, then to the payment of such
         principal and interest without preference or priority of principal over
         interest or of interest over principal, or of any installment of
         interest over any other installment of interest, or of any Security of
         such Series over any other Security of such Series, ratably to the
         aggregate of such principal and accrued and unpaid interest; and

                  FIFTH: To the payment of the remainder, if any, to the Company
         or any other Person lawfully entitled thereto.

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

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




                                       37
<PAGE>
         SECTION 5.6 Limitations on Suits by Securityholders. No Holder of any
Security of any Series or Holder of any Coupon shall have any right by virtue or
by availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy
hereunder, unless such Holder previously shall have given to the Trustee written
notice of default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of not less than 25% in aggregate principal amount of
the Securities of such Series then Outstanding shall have made written request
upon the Trustee to institute such action or proceedings in its own name as
trustee hereunder and shall have offered to the Trustee such reasonable
indemnity, as it may require against the costs, expenses and liabilities to be
incurred therein or thereby and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity shall have failed to institute any
such action or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 5.9; it being
understood and intended, and being expressly covenanted by the taker and Holder
of every Security and by a Holder of each Coupon appertaining thereto with every
other taker and Holder of a Security or Holder of any Coupon appertaining
thereto and the Trustee, that no one or more Holders of Securities of any Series
or one or more Holders of any Coupons appertaining thereto shall have any right
in any manner whatever, by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of any other such Holder of
Securities or any other Holders of such Coupons, or to obtain or seek to obtain
priority over or preference to any other such Holder or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all Holders of Securities of the applicable Series
and all the Holders of Coupons appertaining thereto. For the protection and
enforcement of the provisions of this Section, each and every Securityholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

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

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

         No delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an





                                       38
<PAGE>

acquiescence therein; and, subject to Section 5.6, every power and remedy given
by this Indenture or by law to the Trustee, to the Securityholders or to the
Holder of any Coupon appertaining thereto may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee, the Securityholders
or Holders of any Coupon.

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

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

         SECTION 5.10 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Securities of any Series as provided in
Section 5.1, the Holders of a majority in aggregate principal amount of the
Securities of such Series at the time Outstanding may on behalf of the Holders
of all the Securities of such Series and Holders of all Coupons, if any,
appertaining thereto waive any past default hereunder or its consequences,
except a default in the payment of the principal of or interest on any of the
Securities of such Series. In the case of any such waiver, the Company, the
Trustee, the Holders of the Securities of such Series and the Holder of any
Coupon appertaining thereto shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

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

         SECTION 5.11 Trustee to Give Notice of Default, But May Withhold in
Certain Circumstances. The Trustee shall transmit to the Securityholders of any
Series notice in the manner and to the extent provided in Section 11.4, of all
defaults which have occurred with





                                       39
<PAGE>

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

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

                                  ARTICLE SIX

                             CONCERNING THE TRUSTEE

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





                                       40
<PAGE>

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

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

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

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

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

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

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

         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 conditions of this Section
6.1.

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

                  (a) the Trustee may conclusively rely and shall be protected
in acting or refraining from acting upon any resolution, Officers' Certificate
or any other certificate,





                                       41
<PAGE>

statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture, note, coupon, security or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party or parties;

                  (b) any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by an Officers' Certificate
(unless other evidence in respect thereof be herein specifically prescribed);
and any resolution of the Board of Directors may be evidenced to the Trustee by
a copy thereof certified by the secretary or any assistant secretary of the
Company;

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

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

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

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

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

                  (h) the Trustee shall not be deemed to have notice of any
Default or Event of Default (other than any Event of Default under Section
5.1(a) or 5.1(b)) unless a Responsible




                                       42
<PAGE>

Officer of the Trustee has actual knowledge thereof or unless written notice of
such Default or Event of Default is received by the Trustee at the Corporate
Trust Office of the Trustee;

                  (i) the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder; and

                  (j) the Trustee may request that the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by and Person authorized to
sign an Officers' Certificate, including any Person specified as so authorized
in any such certificate previously delivered and not superseded.

         SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificate of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons. The Trustee represents that it is duly authorized to
execute and deliver this Indenture and perform its obligations hereunder. The
Trustee shall not be accountable for the use or application by the Company of
any of the Securities or of the proceeds thereof.

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

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

         SECTION 6.6 Compensation and Indemnification of Trustee and Its Prior
Claim. The Company covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as shall be agreed in
writing between the Company and the Trustee in Dollars (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) and the Company covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request in Dollars for all
reasonable expenses, disbursements and advances incurred or made by or on behalf
of it in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other Persons not regularly in its employ)





                                       43
<PAGE>

except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Company also covenants to indemnify the Trustee and
each predecessor Trustee for, and to hold it harmless against, any and all loss,
liability, damage, claim or expense, including taxes (other than taxes based on
the income of the Trustee), incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
this Indenture or the trusts hereunder and its duties hereunder, including the
costs and expenses of defending itself against or investigating any claim
(whether asserted by the Company, a Holder or any other Person) of liability in
the premises. The obligations of the Company under this Section to compensate
and indemnify the Trustee and each predecessor Trustee and to pay or reimburse
the Trustee and each predecessor Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder and shall survive
the satisfaction and discharge of this Indenture. Such additional indebtedness
shall be a senior claim to that of the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
benefit of the Holders of particular Securities or the Holders of particular
Coupons, and the Securities are hereby subordinated to such senior claim.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.1(d), the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar law.

         SECTION 6.7 Right of Trustee to Rely on Officers' Certificate, etc.
Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate complying with Section 11.5 delivered to the Trustee, and
such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it or under the provisions of this Indenture upon the faith thereof.

         SECTION 6.8 Disqualification of Trustee; Conflicting Interests. If the
Trustee for the Securities of any Series has or shall acquire any conflicting
interest, as defined in the Trust Indenture Act, it shall, within 90 days after
ascertaining that it has such conflicting interest, and if the default (as
defined in the Trust Indenture Act) to which such conflicting interest relates
has not been cured or waived or otherwise eliminated before the end of such
90-day period, the Trustee shall, either eliminate such conflicting interest or
resign in the manner and with the effect specified in the Trust Indenture Act
and this Indenture.

         SECTION 6.9 Persons Eligible for Appointment as Trustee. The Trustee
for each Series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having a combined capital and surplus
of at least $50,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal,
State or District of Columbia authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining




                                       44
<PAGE>

authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.10.

         SECTION 6.10 Resignation and Removal; Appointment of Successor Trustee.

                  (a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all Series of
Securities by giving written notice of resignation to the Company and by mailing
notice thereof to the Holders in the manner and to the extent provided in
Section 11.4. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee or trustees with respect to the applicable
Series by written instrument in duplicate, executed by authority of the Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee or trustees. If no successor
trustee shall have been so appointed with respect to any Series and have
accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning trustee may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor trustee,
or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable Series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

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

                           (i) the Trustee shall fail to comply with the
         provisions of Section 6.8 with respect to any Series of Securities
         after written request therefor by the Company or by any Securityholder
         who has been a bona fide Holder of a Security or Securities of such
         Series for at least six months unless the Trustee's duty to resign is
         stayed in accordance with the provisions of Section 310(b) of the Trust
         Indenture Act; or

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

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

then, in any such case, the Company may remove the Trustee with respect to the
applicable Series of Securities and appoint a successor trustee for such Series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Company, one copy of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee, or, subject to the provisions
of Section 5.12, any Securityholder who has been a bona fide Holder of




                                       45
<PAGE>

a Security or Securities of such Series for at least six months may on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee with respect to such Series. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.

                  (c) The Holders of a majority in aggregate principal amount of
the Securities of each Series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such Series and appoint a successor
trustee with respect to the Securities of such Series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Company the
evidence provided for in Section 7.1 of the action in that regard taken by the
Securityholders.

         If no successor Trustee shall have been appointed with respect to such
series within 30 days after the mailing of such notice of removal, the Trustee
being removed may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

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

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

         If a successor trustee is appointed with respect to the Securities of
one or more (but not all) Series, the Company, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable Series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any Series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be





                                       46
<PAGE>

necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such trustees co-trustees of the
same trust and that each such trustee shall be trustee of a trust or trusts
under separate indentures.

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

         Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11, the Company shall give notice in the manner and to the extent
provided in Section 11.4 to the Holders of Securities of any Series for which
such successor trustee is acting as trustee at their last addresses as they
shall appear in the Security register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.10. If the Company fails to mail such notice within ten days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.

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

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

         SECTION 6.13 Preferential Collection of Claims Against the 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).



                                       47
<PAGE>

                                 ARTICLE SEVEN

                         CONCERNING THE SECURITYHOLDERS

         SECTION 7.1 Evidence of Action Taken by Securityholders.

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

                  (b) The ownership of Registered Securities shall be proved by
the Security register.

                  (c) The amount of Unregistered Securities held by any Person
executing any instrument or writing as a Securityholder, the numbers of such
Unregistered Securities, and the date of his holding the same may be proved by
the production of such Securities or by a certificate executed by any trust
company, bank, broker or member of a national securities exchange (wherever
situated), as depositary, if such certificate is in form satisfactory to the
Trustee, showing that at the date therein mentioned such Person had on deposit
with such depositary, or exhibited to it, the Unregistered Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person executing such instrument or writing as a Securityholder, if such
certificate or affidavit is in form satisfactory to the Trustee. The Trustee and
the Company may assume that such ownership of any Unregistered Security
continues until (i) another certificate or affidavit bearing a later date issued
in respect of the same Unregistered Security is produced, or (ii) such
Unregistered Security is produced by some other Person, or (iii) such
Unregistered Security is surrendered in exchange for a Registered Security, or
(iv) such Unregistered Security has been cancelled in accordance with Section
2.10.

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

         SECTION 7.3 Holders to Be Treated as Owners. The Company, the Trustee
and any agent of the Company or the Trustee may deem and treat the Person in
whose name any Security shall be registered upon the Security register for such
Series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and interest on such Security and for all other purposes; and neither the
Company nor the Trustee nor any agent of the Company or the Trustee shall be
affected by any notice to




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<PAGE>

the contrary. All such payments so made to any such Person, or upon his order,
shall be valid, and, to the extent of the sum or sums so paid, effectual to
satisfy and discharge the liability for moneys payable upon any such Security.

         SECTION 7.4 Securities Owned by Company Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all Series have concurred in any direction,
consent or waiver under this Indenture or whether a quorum is present at a
meeting of Holders of Securities, Securities which are owned by the Company or
any other obligor on the Securities with respect to which such determination is
being made or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on the Securities with respect to which such determination is being made shall
be disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver, and for
purposes of determining the presence of a quorum, only Securities which a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any other obligor on the Securities.
In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with
such advice. Upon request of the Trustee, the Company shall furnish to the
Trustee promptly an Officers' Certificate listing and identifying all
Securities, if any, known by the Company to be owned or held by or for the
account of any of the above-described Persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officers' Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

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

         SECTION 7.6 Record Date for Determination of Holders Entitled to Vote.
The Company may, in the circumstances permitted by the Trust Indenture Act, set
a record date for




                                       49
<PAGE>

the purpose of determining the Securityholders entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or taken
by Securityholders. If not set by the Company prior to the first solicitation of
a Securityholder made by any Person in respect of any such action, or, in the
case of any such vote, prior to such vote, the record date for any such action
or vote shall be the 30th day (or, if later, the date of the most recent list of
Holders required to be provided pursuant to Section 4.1) prior to such first
solicitation or vote, as the case may be. With regard to any record date, only
the Holders on such date (or their duly appointed proxies) shall be entitled to
give or take, or vote on, the relevant action.

                                 ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

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

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

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

                  (c) to add to the covenants of the Company such further
         covenants, restrictions, conditions or provisions as its Board of
         Directors and the Trustee shall consider to be for the protection of
         the Holders of Securities of any or all Series and, if such additional
         covenants are to be for the benefit of less than all the Series of
         Securities stating that such covenants are being added solely for the
         benefit of such Series, and to make the occurrence, or the occurrence
         and continuance, of a default in any such additional covenants,
         restrictions, conditions or provisions an Event of Default permitting
         the enforcement of all or any of the several remedies provided in this
         Indenture as herein set forth (and if such additional Events of Default
         are to be for the benefit of less than all Series of the Securities
         stating that such Events of Default are being added solely for the
         benefit of such Series); provided, that in respect of any such
         additional covenant, restriction, condition or provision such
         supplemental indenture may provide for a particular period of grace
         after default (which period may be shorter or longer than that allowed
         in the case of other defaults) or may provide for an immediate
         enforcement upon such an Event of Default or may limit the remedies
         available to the Trustee upon such an Event of Default or may limit the
         right of the Holders of a majority in aggregate principal amount of the
         Securities of such Series to waive such an Event of Default;



                                       50
<PAGE>

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

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

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

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

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

         SECTION 8.2 Supplemental Indentures With Consent of Securityholders.
With the consent (evidenced as provided in Article Seven) of the Holders of not
less than a majority in aggregate principal amount of the Securities at the time
Outstanding of each Series affected by such supplemental indenture (treated as
one class), the Company, when authorized by a resolution of its Board of
Directors, and the Trustee for such Series of Securities may, from time to time
and at any time, enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act of 1939 as in
force at the date of execution thereof) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner the
rights of the Holders of the Securities of each such Series; provided, that no
such supplemental indenture shall (a) extend the final maturity of any Security,
or reduce the principal amount thereof or any premium thereon, or reduce the
rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof, or impair or affect the right of any
Securityholder to institute suit for payment thereof or, if the Securities
provide therefor, any right of repayment at the option of the Securityholder
without the consent of the Holder of each Security so affected, (b) make any
change in the terms of the subordination of the Securities in a manner adverse
to the Holders of any Series of outstanding Securities without the consent of
the Holders of each Security so affected; or (c) reduce the aforesaid percentage
of




                                       51
<PAGE>

Securities of any Series, the consent of the Holders of which is required for
any such supplemental indenture, without the consent of the Holders of each
Security so affected.

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

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

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Company
shall give notice in the manner and to the extent provided in Section 11.4 to
the Holders of Securities of each Series affected thereby at their addresses as
they shall appear on the Securities register of the Company, setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

         For the purposes of this Section 8.2 only, if the Securities of any
Series are issuable upon the exercise of warrants, each holder of an unexercised
and unexpired warrant with respect to such series shall be deemed to be a Holder
of Outstanding Securities of such Series in the amount issuable upon the
exercise of such warrant. For such purposes, the ownership of any such warrant
shall be determined by the Company in a manner consistent with customary
commercial practices. The Trustee for such series shall be entitled to rely on
an Officers' Certificate as to the principal amount of Securities of such Series
in respect of which consents shall have been executed by holders of such
warrants.

         SECTION 8.3 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Holders of Securities
of each Series and Holders of Coupons affected thereby shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

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



                                       52
<PAGE>

         SECTION 8.5 Notation on Securities in Respect of Supplemental
Indentures. Securities of any Series (including any Coupons appertaining
thereto) authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article may bear, upon the
direction of the Company, a notation in form satisfactory to the Trustee for the
Securities of such Series as to any matter provided for by such supplemental
indenture or as to any action taken at any such meeting. If the Company or the
Trustee shall so determine, new Securities of any Series and any Coupons
appertaining thereto so modified as to conform, in the opinion of the Trustee
and the Board of Directors, to any modification of this Indenture contained in
any such supplemental indenture may be prepared by the Company, authenticated by
the Trustee and delivered in exchange for the Securities of such Series then
Outstanding and any Coupons appertaining thereto then Outstanding.

                                  ARTICLE NINE

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 9.1 Company May Consolidate, etc., on Certain Terms. Nothing
contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of the Company with or into any other corporation or
corporations (whether or not affiliated with the Company), or successive
consolidations or mergers in which the Company or its successor or successors
shall be a party or parties, or shall prevent any sale, conveyance or lease of
all or substantially all the property of the Company to any other corporation
(whether or not affiliated with the Company) authorized to acquire and operate
the same; provided, however, and the Company hereby covenants and agrees, that
upon any such consolidation, merger, sale, conveyance or lease, other than a
merger in which the Company is the continuing corporation, the due and punctual
payment of the principal of and interest on all of the Securities, according to
their tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company, shall
be expressly assumed, by supplemental indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee by the corporation (if other than
the Company) formed by such consolidation, or into which the Company shall have
been merged, or by the corporation which shall have acquired or leased such
property.

         SECTION 9.2 Intentionally Omitted.


                                       53
<PAGE>

         SECTION 9.3 Successor Corporation Substituted. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named
herein. Such successor corporation may cause to be signed, and may issue either
in its own name or in the name of the Company prior to such succession any or
all of the Securities issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such
successor corporation instead of the Company and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities and Coupons, if any, appertaining
thereto, which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All of the Securities and Coupons, if any,
appertaining thereto, so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Securities and Coupons, if any,
appertaining thereto, theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Securities and Coupons, if any,
appertaining thereto, had been issued at the date of the execution hereof. In
case of any such consolidation, merger, sale, lease or conveyance such changes
in phraseology and form (but not in substance) may be made in the Securities and
Coupons, if any, appertaining thereto, thereafter to be issued as may be
appropriate.

         In the event of any such sale or conveyance (other than a conveyance by
way of lease) the Company or any successor corporation which shall theretofore
have become such in the manner described in this Article shall be discharged
from all obligations and covenants under this Indenture and the Securities and
may be liquidated and dissolved.

         SECTION 9.4 Opinion of Counsel to Trustee. The Trustee, subject to the
provisions of Sections 6.1 and 6.2, shall receive an Opinion of Counsel,
prepared in accordance with Section 11.5, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.

                                  ARTICLE TEN

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

         SECTION 10.1 Satisfaction and Discharge of Indenture.

                  (a) If at any time (A) the Company shall have paid or caused
to be paid the principal of and interest on all the Securities of any Series and
Coupons, if any, appertaining thereto Outstanding hereunder (other than
Securities and Coupons which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 2.9) as and when the





                                       54
<PAGE>

same shall have become due and payable, or (B) the Company shall have delivered
to the Trustee for cancellation all Securities of any Series and Coupons
theretofore authenticated (other than any Securities of such Series and Coupons
which have been destroyed, lost or stolen and which shall have been replaced or
paid as provided in Section 2.9) or (c)(i) all the Securities of such Series and
Coupons not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and (ii) the
Company shall have irrevocably deposited or caused to be deposited with the
Trustee as trust funds the entire amount in the currency or currency unit
required (other than moneys repaid by the Trustee or any Paying Agent to the
Company in accordance with Section 10.4) or Government Obligations maturing as
to principal and interest in such amounts and at such times as will ensure the
availability of cash sufficient, in the opinion of a firm of independent
certified public accountants, to pay at maturity or upon redemption all
Securities of such Series and Coupons (other than any Securities of such Series
and Coupons which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.9) not theretofore delivered to
the Trustee for cancellation, including principal and interest due or to become
due to such date of maturity as the case may be, and if, in any such case, the
Company shall also pay or cause to be paid all other sums payable hereunder by
the Company with respect to Securities of such Series and Coupons, then this
Indenture shall cease to be of further effect with respect to Securities of such
Series and Coupons (except as to (i) rights of registration of transfer and
exchange, and the Company's right of optional redemption, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Securities and Coupons, (iii)
rights of Holders to receive payments of principal thereof and interest thereon
upon the original stated due dates therefor (but not upon acceleration) and
remaining rights of the Holders to receive mandatory sinking fund payments, if
any, (iv) the rights, obligations and immunities of the Trustee hereunder and
(v) the rights of the Securityholders of such Series as beneficiaries hereof
with respect to the property so deposited with the Trustee payable to all or any
of them), and, subject to Section 10.5, the Trustee, on demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Company, shall execute proper instruments acknowledging
such satisfaction of and discharging this Indenture with respect to such Series;
provided, that the rights of Holders of the Securities and Holders of Coupons to
receive amounts in respect of principal of and interest on the Securities and
Coupons held by them shall not be delayed longer than required by
then-applicable mandatory rules or policies of any securities exchange upon
which the Securities are listed. The Company agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture, the Securities of
such Series and Coupons.

                  (b) In addition to the provisions of Section 10.1(a), the
Company may terminate its obligations under the Securities of any Series and
this Indenture with respect to such Series, except those obligations referred to
in the penultimate paragraph of this Section 10.1, if the Company has
irrevocably deposited or caused to be deposited with the Trustee at its
Corporate Trust Office or such other office as the Trustee may designate, under
the terms of an irrevocable trust agreement in form and substance satisfactory
to the Trustee, as trust funds in trust solely for the benefit of the
Securityholders of such Series for that purpose, (i) cash in the currency or
currency unit required or, (ii) Government Obligations maturing as to principal
and




                                       55
<PAGE>

interest in such amounts and at such times as are sufficient, in the opinion of
a firm of independent certified public accountants, without consideration of any
reinvestment of such principal or interest, to pay the principal of and interest
on the outstanding Securities of such Series and Coupons to maturity or
redemption, as the case may be, provided that the Trustee shall have been
irrevocably instructed to apply such money or the proceeds of such Government
Obligations to the payment of said principal of and interest on the Outstanding
Securities and Coupons of such Series.

         Such irrevocable trust agreement shall include, among other things,
provision for (1) payment of the principal of and interest on the Securities of
such Series and Coupons when due (by redemption, sinking fund payments or
otherwise), (2) the payment of the expenses of the Trustee incurred or to be
incurred in connection with carrying out such trust provisions, (3) rights of
registration, transfer, substitution and exchange of Securities of such Series
and Coupons in accordance with the terms stated in this Indenture and (4)
continuation of the rights and obligations and immunities of the Trustee as
against the Securityholders of such Series as stated in this Indenture.

         Notwithstanding the first paragraph of this Section 10.1(b), the
Company's obligations in Sections 2.8, 2.9, 3.1, 3.2, 3.8, 5.1, 6.6, 6.10, 10.4
and 10.5 shall survive until the Securities of such Series and Coupons, if any,
are no longer Outstanding; provided, however, that the Company's obligations in
Section 5.1 shall survive only with respect to Events of Default as defined in
Sections 5.1(a), 5.1(b) and 5.1(c). Thereafter, the Company's obligations in
Sections 6.6, 10.4 and 10.5 shall survive.

         After any such irrevocable deposit, accompanied by an Officers'
Certificate which shall state that the provisions of the first two paragraphs of
this Section 10.1(b) have been complied with, and upon delivery by the Company
to the Trustee of (i) an Opinion of Counsel to the effect that either (a) as a
result of such deposit and the related exercise of the Company's option under
this Section 10.1(b) registration will not be required under the Investment
Company Act of 1940, as amended, by the Company, the trust funds representing
such deposit or the Trustee or (b) all necessary registrations under such Act
have been effected and (ii) an Opinion of Counsel to the effect that
Securityholders of such Series will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit and discharge and will
be subject to Federal income tax on the same amount and in the same manner and
at the same time as would have been the case if such deposit and discharge had
not occurred, then the Company shall be discharged of its obligations under the
Securities of such Series and this Indenture with respect to such Series except
for those surviving obligations specified above, and the Trustee upon request
shall acknowledge in writing such discharge. Prior to the delivery of such
acknowledgment, the Trustee may require the Company to deliver to it an
Officer's Certificate and Opinion of Counsel, each stating that all conditions
precedent provided for herein relating to the deposit and discharge contemplated
by this provision have been complied with, and the Trustee may also require that
the Opinion of Counsel referred to in clause (i) of this paragraph shall also
state that such deposit does not violate applicable law.

         SECTION 10.2 Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.4, all moneys deposited with the Trustee
pursuant to Section 10.1 shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent




                                       56
<PAGE>

(including the Company acting as its own Paying Agent), to the Holders of the
particular Securities of such Series and any Coupons appertaining thereto for
the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest;
but such money need not be segregated from other funds except to the extent
required by law.

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

         SECTION 10.4 Return of Unclaimed Moneys Held by Trustee and Paying
Agent. Any moneys deposited with or paid to the Trustee or any Paying Agent for
the payment of the principal of or interest on any Security of any Series or
Coupons and not applied but remaining unclaimed for two years after the date
upon which such principal or interest shall have become due and payable, shall,
upon the written request of the Company and unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
law, be repaid to the Company by the Trustee for such Series or such Paying
Agent, and the Holder of the Security of such Series or Holders of Coupons
appertaining thereto shall, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property laws, thereafter look only
to the Company for any payment which such Holder may be entitled to collect, and
all liability of the Trustee or any Paying Agent with respect to such moneys
shall thereupon cease.

         SECTION 10.5 Reinstatement of Company's Obligations. If the Trustee is
unable to apply any funds or Government Obligations in accordance with Section
10.1 by reason of any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application or by reason of the Trustee's inability to convert
any such funds or Government Obligations into the currency or currency unit
required to be paid with respect to the Securities of such Series, the Company's
obligations under this Indenture and the Securities of any Series for which such
application is prohibited shall be revived and reinstated as if no deposit had
occurred pursuant to Section 10.1 until such time as the Trustee is permitted to
apply all such funds or Government Obligations in accordance with Section 10.1
or is able to convert all such funds or Government Obligations; provided,
however, that if the Company has made any payment of interest on or principal of
any of such Securities or Coupons because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the
Securityholders of such Securities to receive such payment from the funds or
Government Obligations held by the Trustee.

                                 ARTICLE ELEVEN

                            MISCELLANEOUS PROVISIONS

         SECTION 11.1 Incorporators, Stockholders, Officers and Directors of
Company Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or




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<PAGE>

agreement contained in this Indenture, in any Security or Coupon appertaining
thereto, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Company or of any successor, either
directly or through the Company or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities and Coupons, if any, by
the Holders thereof and as part of the consideration for the issue of the
Securities.

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

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

         SECTION 11.4 Notices and Demands on Company, Trustee and
Securityholders. Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee, by the Holders of
Securities, or by the Holders of Coupons to or on the Company may be given or
served by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Company is
filed by the Company with the Trustee) to Kellogg Company, One Kellogg Square,
Battle Creek, Michigan 49016 Attention: Secretary. Any notice, direction,
request or demand by the Company or any Securityholder to or upon the Trustee
shall be deemed to have been sufficiently given or made, for all purposes, if
given or made at the Corporate Trust Office.

         Where this Indenture provides for notice to Holders of any event, (1)
if any of the Securities affected by such event are Registered Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed by first-class mail, postage prepaid to such Registered
Holders as their names and addresses appear in the Security register within the
time prescribed and (2) if any of the Securities affected by such event are
Unregistered Securities or Coupon Securities, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if published once in a
newspaper of general circulation in New York, New York and London, England
within the time prescribed. 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 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




                                       58
<PAGE>

respect to other Holders, and any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given.

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

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

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

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

         Any certificate, statement or opinion of an officer of the Company or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.



                                       59
<PAGE>

         Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

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

         SECTION 11.7 Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included herein by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, such required provision shall
control.

         SECTION 11.8 New York Law to Govern. This Indenture and each Security
shall be deemed to be a contract under the laws of the State of New York, and
for all purposes shall be construed in accordance with the laws of such State.

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

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

         SECTION 11.11 Determination of Principal Amount. In determining whether
the Holders of the requisite principal amount of outstanding Securities of any
Series have given any request, demand, authorization, direction, notice, consent
or waiver hereunder, whether a quorum is present at a meeting of Holders of
Securities or whether sufficient funds are available for redemption or for any
other purpose, the principal amount of an Original Issue Discount Security that
shall be deemed to be outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 5.1 and the principal amount of any Securities denominated
in a Foreign Currency or Euro that shall be deemed to be outstanding for such
purposes shall be determined by converting the Foreign Currency or the Specified
Amount of each Component Currency into Dollars at the Market Exchange Rate as of
the date of such determination.

                                 ARTICLE TWELVE

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

         SECTION 12.1 Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any Series which are redeemable before
their maturity or to any




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<PAGE>

sinking fund for the retirement of Securities of a Series except as otherwise
specified as contemplated by Section 2.3 for Securities of such Series.

         SECTION 12.2 Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any Series to be redeemed as a whole
or in part at the option of the Company shall be given by giving notice of such
redemption as provided in Section 11.4, at least 30 days and not more than 60
days prior to the date fixed for redemption to such Holders of Securities of
such Series. Failure to give notice by mail, or any defect in the notice to the
Holder of any Security of a Series designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Security of such Series.

         The notice of redemption to each such Holder shall identify the
Securities to be redeemed (including "CUSIP" or "ISIN" numbers), specify the
date fixed for redemption, the redemption price, the Place or Places of Payment,
that payment will be made upon presentation and surrender of such Securities,
and that, unless otherwise specified in such notice, Coupon Securities, if any,
surrendered for payment must be accompanied by all Coupons maturing subsequent
to the redemption date, failing which the amount of any such missing Coupon or
Coupons will be deducted from the sum due for payment, that such redemption is
pursuant to the mandatory or optional sinking fund, or both, if such be the
case, that interest accrued to the date fixed for redemption will be paid as
specified in such notice and that on and after said date interest thereon or on
the portions thereof to be redeemed will cease to accrue and that, if less than
all of the Outstanding Securities of a Series are to be redeemed, the
identification and principal amount of the Securities to be redeemed. If less
than all of the Securities of any Series and to be redeemed, the notice of
redemption shall specify the numbers of the Securities of such Series to be
redeemed, and, if only Unregistered Securities of any Series are to be redeemed,
and if such Unregistered Securities may be exchanged for Registered Securities,
the last date on which exchanges of Unregistered Securities for Registered
Securities not subject to redemption may be made. In case any Security of a
Series is to be redeemed in part, the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that on
and after the date fixed for redemption, upon surrender of such Security and any
Coupons appertaining thereto, a new Security or Securities of such Series in
principal amount equal to the unredeemed portion thereof with appropriate
Coupons will be issued.

         The notice of redemption of Securities of any Series to be redeemed at
the option 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. The
Company shall give the Trustee at least 45 days prior written notice of any
redemption hereunder.

         Not later than 9:00 a.m., Chicago time, on the redemption date
specified in the notice of redemption given as provided in this Section, the
Company will have on deposit with the Trustee or with one or more paying agents
(or, if the Company is acting as its own paying agent, set aside, segregate and
hold in trust as provided in Section 3.4) an amount of money in the currency or
currency unit in which the Securities of such Series and any Coupons
appertaining thereto are payable (except as otherwise specified pursuant to
Section 2.3 and except as provided in Sections 2.12(b), (e) and (f) of this
Indenture) sufficient to redeem on the redemption date all the Securities of
such Series so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption. If less than
all the Outstanding Securities




                                       61
<PAGE>

of a Series are to be redeemed, the Company will deliver to the Trustee at least
60 days prior to the date fixed for redemption an Officers' Certificate stating
the aggregate principal amount of Securities to be redeemed.

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

         SECTION 12.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Company shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue and, except as provided in Sections 6.5 and 10.4, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said notice,
said Securities or the specified portions thereof shall be paid and redeemed by
the Company at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that any semiannual payment
of interest on Registered Securities becoming due on the date fixed for
redemption shall be payable to the Holders of such Securities registered as such
on the relevant record date subject to the terms and provisions of Section 2.4
hereof.

         If any Coupon Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing on or after the date fixed for
redemption, such Security may be paid after deducting from the redemption price
an amount equal to the face amount of all such missing Coupons or the surrender
of such missing Coupon or Coupons may be waived by the Company and the Trustee,
if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to any Paying Agent any missing Coupon in respect
of which a deduction shall have been made from the redemption price, such Holder
shall be entitled to receive the amount so deducted; provided, however, that,
unless otherwise provided pursuant to Section 2.3, interest represented by
Coupons shall be payable only upon presentation and surrender of those Coupons
at an office or agency located outside of the United States.



                                       62
<PAGE>

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest borne by the Security.

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

         SECTION 12.4 Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Company and
delivered to the Trustee at least 40 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by, either (a) the Company or (b) an entity specifically
identified in such written statement directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company.

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

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

         On or before the sixtieth day next preceding each sinking fund payment
date for any Series of Securities, the Company will deliver to the Trustee a
written statement (which need not contain the statements required by Section
11.5) signed by an authorized officer of the Company (a) specifying the portion
of the mandatory sinking fund payment to be satisfied by payment of cash in the
currency or currency unit in which the Securities of such Series and Coupons, if
any, appertaining thereto are payable (except as otherwise specified pursuant to
Section 2.3 for the Securities of such Series and except as provided in Section
2.12(b), (e) and (f) hereof), and the portion to be satisfied by credit of
Securities




                                       63
<PAGE>

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

         If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash (in the currency or currency unit described above) on the
next succeeding sinking fund payment date plus any unused balance of any
preceding sinking fund payments made in cash shall exceed $100,000, or the
equivalent in the currency or currency unit in which the Securities of such
Series are payable (or a lesser sum if the Company shall so request) with
respect to the Securities of any particular Series, such cash shall be applied
on the next succeeding sinking fund payment date to the redemption of Securities
of such Series at the sinking fund redemption price together with accrued
interest to the date fixed for redemption. If such amount shall be $100,000, or
the equivalent in the currency or currency unit in which the Securities of such
Series are payable, or less and the Company makes no such request then it shall
be carried over until a sum in excess of $100,000, or the equivalent in the
currency or currency unit in which the Securities of such Series are payable, is
available. The Trustee shall select, in the manner provided in Section 12.2, for
redemption on such sinking fund payment date a sufficient principal amount of
Securities of such Series to absorb said cash, as nearly as may be possible, and
shall (if requested in writing by the Company) inform the Company of the serial
numbers of the Securities of such Series (or portions thereof) so selected.
Securities of any Series which are identified by registration and certificate
number in an Officers' Certificate at least 60 days prior to the sinking fund
payment date as being beneficially owned by, and not pledged or hypothecated by,
the Company or an entity directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company shall be excluded from
Securities of such Series eligible for selection for redemption. The Trustee, in
the name and at the expense of the Company (or the Company, if it shall so
notify the Trustee in writing) shall cause notice of redemption of the
Securities of such Series to be given in substantially the manner provided in
Section 12.2 (and with the effect provided in Section 12.3) for the redemption
of Securities of such Series in part at the option of the Company. The amount of
any sinking fund payments not so applied or allocated to the redemption of
Securities of such Series shall be added to the next




                                       64
<PAGE>

cash sinking fund payment for such Series and, together with such payment, shall
be applied in accordance with the provisions of this Section. Any and all
sinking fund moneys held on the stated maturity date of the Securities of any
particular Series (or earlier, if such maturity is accelerated), which are not
held for the payment or redemption of particular Securities of such Series shall
be applied, together with other moneys, if necessary, sufficient for the
purpose, to the payment of the principal of, and interest on, the Securities of
such Series at maturity.

         The Trustee shall not convert any currency or currency unit in which
the Securities of such Series are payable for the purposes of such sinking fund
application unless specifically requested to do so by the Company, and any such
conversion agreed to by the Trustee in response to such request shall be for the
account and at the expense of the Company and shall not affect the Company's
obligation to pay the Holders in the currency or currency unit to which such
Holder may be entitled.

         Not later than 9:00 a.m., Chicago time, on the sinking fund payment
date, the Company shall have paid to the Trustee in cash (in the currency or
currency unit described in the third paragraph of this Section 12.5) or shall
otherwise provide for the payment of all interest accrued to the date fixed for
redemption on Securities to be redeemed on the next following sinking fund
payment date.

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

         SECTION 12.6 Repayment at the Option of the Holders. Securities of any
Series which are repayable at the option of the Holders thereof before their
stated maturity shall be repaid in accordance with the terms of the Securities
of such Series.

         The repayment of any principal amount of Securities pursuant to such
option of the Holder to require repayment of Securities before their stated
maturity, for purposes of Section 10.1, shall not operate as a payment,
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the Company, at its option, shall deliver or surrender the same
to the Trustee with a directive that such Securities be cancelled.






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                                ARTICLE THIRTEEN

                                HOLDERS' MEETINGS

         SECTION 13.1 Purposes of Meetings. A meeting of Holders of Securities
of any or all Series may be called at any time and from time to time pursuant to
the provisions of this Article Thirteen for any of the following purposes:

                  (a) to give any notice to the Company or to the Trustee for
         the Securities of such Series, or to give any directions to the Trustee
         for such Series, or to consent to the waiving of any default hereunder
         and its consequences, or to take any other action authorized to be
         taken by Holders pursuant to any of the provisions of Article Five;

                  (b) to remove the Trustee for such Series and nominate a
         successor Trustee pursuant to the provisions of Article Six;

                  (c) to consent to the execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 8.2; and

                  (d) to take any other action authorized to be taken by or on
         behalf of the Holders of any specified aggregate principal amount of
         the Securities of any one or more or all Series, as the case may be,
         under any provision of this Indenture or under applicable law.

         SECTION 13.2 Call of Meetings by Trustee. The Trustee for the
Securities of any Series may at any time call a meeting of Holders of Securities
of such Series to take any action specified in Section 13.1, to be held at such
time and at such place in the City of Chicago, or such other Place of Payment as
the Trustee for such Series shall determine. Notice of every meeting of the
Holders of Securities of any Series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given to Holders of Securities of such Series in the manner
and to the extent provided in Section 11.4. Such notice shall be given not less
than 20 nor more than 90 days prior to the date fixed for the meeting.

         SECTION 13.3 Call of Meetings by Company or Holders. In case at any
time the Company, pursuant to a resolution of its Board of Directors, or the
Holders of at least 10% in aggregate principal amount of the Outstanding
Securities of any or all Series, as the case may be, shall have requested the
Trustee for such Series to call a meeting of Holders of Securities of any or all
Series, as the case may be, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee for such
Series shall not have given the notice of such meeting within 20 days after
receipt of such request, then the Company or such Holders may determine the time
and the place in the City of Chicago or such other Place of Payment for such
meeting and may call such meeting to take any action authorized in Section 13.1,
by giving notice thereof as provided in Section 13.2.

         SECTION 13.4 Qualifications for Voting. To be entitled to vote at any
meeting of Holders, a Person shall be (a) a Holder of one or more Securities
with respect to which such meeting is being held or (b) a Person appointed by an
instrument in writing as proxy by such




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Holder. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders shall be the Persons entitled to vote at such meeting and
their counsel and any representatives of the Trustee for the Securities of the
Series with respect to which such meeting is being held and its counsel and any
representatives of the Company and its counsel.

         SECTION 13.5 Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee for the Securities of any Series may make such reasonable
regulations as it may deem advisable for any meeting of Holders of the
Securities of such Series, in regard to proof of the holding of Securities of
such Series and of the appointment of proxies, and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of the Securities of such Series as provided in Section
13.3, in which case the Company or the Holders calling the meeting, as the case
may be, shall in like manner appoint a temporary chairman. A permanent chairman
and a permanent secretary of the meeting shall be elected by majority vote of
the meeting.

         Subject to Section 7.4, at any meeting each Holder of Securities with
respect to which such meeting is being held or proxy therefor shall be entitled
to one vote for each $1,000 (or the equivalent in the currency or currency unit
in which such Securities are denominated, as determined pursuant to Section
11.11) principal amount (in the case of the Original Issue Discount Securities,
such principal amount to be determined as provided in Section 11.11) of
Securities held or represented by him. However, no vote shall be cast or counted
at any meeting in respect of any such Security challenged as not Outstanding and
ruled by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of the Securities of
such Series held by him or instruments in writing aforesaid duly designating him
as the Person to vote on behalf of other Holders of such Series. At any meeting
of Holders, the presence of Persons holding or representing Securities with
respect to which such meeting is being held in an aggregate principal amount
sufficient to take action on the business for the transaction of which such
meeting was called shall constitute a quorum, but, if less than a quorum is
present, the Persons holding or representing a majority in aggregate principal
amount of such Securities represented at the meeting may adjourn such meeting
with the same effect, for all intents and purposes, as though a quorum had been
present. Any meeting of Holders of Securities with respect to which a meeting
was duly called pursuant to the provisions of Section 13.2 or Section 13.3 may
be adjourned from time to time by a majority of such Holders present, whether or
not constituting a quorum, and the meeting may be held as so adjourned without
further notice.

         SECTION 13.6 Voting. The vote upon any resolution submitted to any
meeting of Holders of Securities with respect to which such meeting is being
held shall be by written ballots on which shall be subscribed the signatures of
such Holders or of their representatives by proxy and the serial number or
numbers of the Securities held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make and file with
the secretary of the





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<PAGE>

meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Holders
shall be prepared by the secretary of the meeting and there shall be attached to
such record the original reports of the inspectors of votes on any vote by
ballot taken thereat and affidavits by one or more Persons having knowledge of
the facts setting forth a copy of the notice of the meeting and showing that
such notice was given in the manner and to the extent provided in Section 11.4.
The record shall show the serial numbers of the Securities voting in favor of or
against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

         SECTION 13.7 No Delay of Rights by Meeting. Nothing in this Article
Thirteen shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Holders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Holders under any
of the provisions of this Indenture or of the Securities of any Series.

                                ARTICLE FOURTEEN

                                  SUBORDINATION

         SECTION 14.1 Securities Subordinate to Senior Indebtedness. Unless
otherwise specified as contemplated by Section 2.3, the Securities shall be
subordinated to Senior Indebtedness as set forth in this Article XIV. The
Company covenants and agrees, and each Holder of a Security of any Series by
such Holder's acceptance thereof likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article XIV, the
indebtedness represented by the Securities and the payment of the principal
amount, interest and such other amounts as provided for in Section 2.3, if any,
in respect of each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness.

         "Senior Indebtedness" means the principal of (and premium, if any) and
interest on (including interest accruing after the filing of a petition
initiating any proceeding pursuant to any Bankruptcy Law, but only to the extent
allowed or permitted to the holder of such Debt of the Company against the
bankruptcy or any other insolvency estate of the Company in such proceeding) and
other amounts due on or in connection with any Debt of the Company incurred,
assumed or guaranteed by the Company, whether outstanding on the date of the
Indenture or thereafter incurred, assumed or guaranteed and all renewals,
extensions and refundings of any such Debt of the Company; provided, however,
that the following will not constitute Senior Indebtedness:

                  (a) any Debt of the Company, including other Series of the
Securities, as to which, in the instrument creating the same or evidencing the
same or pursuant to which the same is outstanding, it is expressly provided that
such Debt of the Company shall be subordinated to




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<PAGE>

any other Debt of the Company, unless such Debt of the Company expressly
provides that such Debt of the Company shall be senior in right of payment to
the Securities;

                  (b) any Debt of the Company which by its terms states that
such Debt of the Company shall not be senior in right of payment to the
Securities; and

                  (c) any Debt of the Company to any Affiliate of the Company or
a Subsidiary of the Company.

         SECTION 14.2 Payment Over of Proceeds Upon Dissolution, Etc. Upon any
distribution of assets of the Company in the event of:

                  (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Company or to its creditors, as such, or
to its assets, or

                  (b) any liquidation, dissolution or other winding up of the
Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or

                  (c) any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of the Company,

         then and in such event

                           (i) the holders of Senior Indebtedness shall be
         entitled to receive payment in full of all amounts due or to become due
         on or in respect of all Senior Indebtedness, or provision shall be made
         for such payment in cash, before the Holders of the Securities are
         entitled to receive any payment on account of the principal amount,
         interest or such other amounts as may be provided for in Section 2.3,
         if any, in respect of the Securities (except that Holders of the
         Securities may receive (A) Permitted Junior Securities and (B) payments
         and other distributions made from any trust created pursuant to Article
         X); and

                           (ii) any payment or distribution of assets of the
         Company of any kind or character, whether in cash, property or
         securities, by set-off or otherwise, to which the Holders or the
         Trustee would be entitled but for the provisions of this Article XIV,
         including any such payment or distribution which may be payable or
         deliverable by reason of the payment of any other Debt of the Company
         being subordinated to the payment of the Securities, shall be paid by
         the liquidating trustee or agent or other Person making such payment or
         distribution, whether a trustee in bankruptcy, a receiver or
         liquidating trustee or otherwise, directly to the holders of Senior
         Indebtedness or their representative or representatives or to the
         trustee or trustees under any indenture under which any instruments
         evidencing any of such Senior Indebtedness may have been issued,
         ratably according to the aggregate amounts remaining unpaid on account
         of the principal of, and premium, if any, and interest on the Senior
         Indebtedness held or represented by each, to the extent necessary to
         make payment in full of all Senior Indebtedness remaining unpaid, after
         giving effect to any concurrent payment or distribution to the holders
         of such Senior Indebtedness (except that Holders of the




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<PAGE>

         Securities may receive (A) Permitted Junior Securities and (B) payments
         and other distributions made from any trust created pursuant to Article
         X).

         In the event that, notwithstanding the foregoing provisions of this
Section 14.2, the Trustee or the Holder of any Security shall receive any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other Debt of the Company being subordinated to the payment of the Securities,
before all Senior Indebtedness is paid in full or payment thereof provided for,
and if such fact shall then have been made known to the Trustee as provided in
Section 14.10, or, as the case may be, such Holder, then and in such event such
payment or distribution shall be paid over or delivered forthwith to the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or
other Person making payment or distribution of assets of the Company for
application to the payment of all Senior Indebtedness remaining unpaid, to the
extent necessary to pay all Senior Indebtedness in full, after giving effect to
any concurrent payment or distribution to or for the holders of Senior
Indebtedness (except that Holders of the Securities may receive (A) Permitted
Junior Securities and (B) payments and other distributions made from any trust
created pursuant to Article X).

         The consolidation of the Company with, or the merger of the Company
into, another corporation or the liquidation or dissolution of the Company
following the conveyance or transfer of all or substantially all of its assets
to another Person upon the terms and conditions set forth in Article IX 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 14.2 if the corporation formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer all or substantially all of the assets of the Company,
as the case may be, shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions set forth in Article IX.

         SECTION 14.3 Acceleration of Securities. In the event that any
Securities are declared due and payable before their stated maturity, then and
in such event the holders of Senior Indebtedness outstanding at the time such
Securities become due and payable shall be entitled to receive payment in full
of all amounts due or to become due on or in respect of all Senior Indebtedness,
or provision shall be made for such payment in money or money's worth, before
the Holders of the Securities are entitled to receive any 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) by the
Company on account of the principal of (or premium, if any) or interest on the
Securities or on account of the purchase or other acquisition of Securities
(except that Holders of the Securities may receive (A) Permitted Junior
Securities and (B) payments and other distributions made from any trust created
pursuant to Article X).

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Securities prohibited by
the foregoing provisions of this Section 14.3, and if such facts then shall have
been known or thereafter shall have been made known to the Trustee (as provided
in Section 14.10) or to such Holder, as the case may be, pursuant to the terms
of this Indenture, then and in such event such payment shall be paid over and
delivered forthwith to the Company by or on behalf of the Person holding such
payment for the benefit of the holders of Senior Indebtedness.



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<PAGE>

         The provisions of this Section 14.3 shall not apply to any payment with
respect to which Section 14.2 would be applicable.

         SECTION 14.4 Default in Senior Indebtedness. In the event and during
the continuation of any default in the payment of principal of (or premium, if
any) or interest on Senior Indebtedness beyond any applicable grace period with
respect thereto, or in the event that any event of default with respect to any
Senior Indebtedness shall have occurred and be continuing permitting the holders
of such Senior Indebtedness (or a trustee on behalf of the holders thereof) to
declare such Senior Indebtedness due and payable prior to the date on which it
would otherwise have become due and payable, unless and until such event of
default shall have been cured or waived or shall have ceased to exist and, if
any such Senior Indebtedness shall have been accelerated, such acceleration
shall have been rescinded or annulled, or (b) in the event any judicial
proceeding shall be pending with respect to any default in payment or event of
default, then no payment shall be made by the Company on account of principal of
(or premium, if any) or interest on the Securities or on account of the purchase
or other acquisition of Securities (except that Holders of the Securities may
receive (A) Permitted Junior Securities and (B) payments and other distributions
made from any trust created pursuant to Article X).

         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 14.4, and if such fact then shall have been
known or thereafter shall have been made known to the Trustee as provided in
Section 14.10 or such Holder, as the case may be, pursuant to the terms of this
Indenture, then and in such event such payment shall be paid over and delivered
forthwith to the Company by or on behalf of the Person holding such payment for
the benefit of the holders of the Senior Indebtedness.

         The provisions of this Section 14.4 shall not apply to any payment with
respect to which Section 14.2 would be applicable.

         SECTION 14.5 Payment Permitted if No Default. Nothing contained in this
Article XIV 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 14.2 or under the conditions described in Section
14.3 or 14.4, from making payments at any time of the principal amount, interest
or such other amounts as may be provided for in Section 2.3, if any, as the case
may be, in respect of the Securities, or (b) the application by the Trustee or
the retention by any Holder of any money deposited with it hereunder to the
payment of or on account of the principal amount, interest or such other amounts
as may be provided for in Section 2.3, if any, as the case may be, in respect of
the Securities if the Trustee did not have, at the time provided in the proviso
to the first paragraph of Section 14.10, notice that such payment would have
been prohibited by the provisions of this Article XIV.

         SECTION 14.6 Subrogation Rights of Holders of Senior Indebtedness.
Subject to the payment in full of all 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 XIV to the rights of the holders of such Senior





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<PAGE>

Indebtedness to receive payments or distributions of cash, property or
securities applicable to the Senior Indebtedness until the Principal Amount,
interest or such other amounts as provided for in Section 2.3, if any, as the
case may be, in respect of the Securities shall be paid in full. For purposes of
such subrogation, no payments or distributions to the holders of the 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 XIV, and no payments pursuant to the provisions of this Article XIV to
the Company or to the holders of Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as between the Company, its creditors other
than holders of Senior Indebtedness and the Holders of the Securities, be deemed
to be a payment or distribution by the Company to or on account of the Senior
Indebtedness.

         SECTION 14.7 Provision Solely to Define Relative Rights. The provisions
of this Article XIV are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on one hand, and the holders
of Senior Indebtedness, on the other hand. Nothing contained in this Article XIV
or elsewhere in this Indenture or in the Securities is intended to or shall:

                  (a) impair, as between the Company and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal amount, interest or such
other amounts as may be provided for in Section 2.3, if any, as the case may be,
in respect of the Securities as and when the same shall become due and payable
in accordance with the terms of the Securities and this Indenture and which,
subject to the rights under this Article XIV of the holders of Senior
Indebtedness, is intended to rank equally with all other general obligations of
the Company; or

                  (b) affect the relative rights against the Company of the
Holders of the Securities and creditors of the Company other than holders of
Senior Indebtedness; or

                  (c) prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article XIV of the
holders of Senior Indebtedness to receive cash, property or securities otherwise
payable or deliverable to the Trustee or such Holder.

         SECTION 14.8 Trustee to Effectuate Subordination. Each Holder of a
Security by such Holder's acceptance thereof authorizes and directs the Trustee
on such Holder's behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article XIV and appoints the
Trustee such Holder's attorney-in-fact for any and all such purposes.

         SECTION 14.9 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 noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.



                                       72
<PAGE>

         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
XIV 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 dispose of 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 or any other Person.

         SECTION 14.10 Notice to Trustee. The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Securities. Failure
to give such notice shall not affect the subordination of the Securities to
Senior Indebtedness. Notwithstanding the provisions of this Article XIV or any
other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until the
Trustee shall have received written notice thereof at the address specified in
Section 11.4 from the Company or a holder of Senior Indebtedness or from any
trustee or agent therefor; and, prior to the receipt of any such written notice,
the Trustee shall be entitled in all respects to assume that no such facts
exist; provided, however, that if a trust officer of the Trustee shall not have
received, at least three Business Days prior to the date upon which by the terms
hereof any such money may become payable for any purpose (including, without
limitation, the payment of the principal amount, interest or such other amounts
as may be provided for in Section 2.3, if any, as the case may be, in respect of
any Security), the notice with respect to such money provided for in this
Section 14.10, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within three
Business Days prior to such date.

         The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee or agent on behalf of such holder) to establish that
such notice has been given by a holder of Senior Indebtedness (or a trustee or
agent on behalf of any such holder). 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 XIV, the Trustee may request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article XIV, and if such
evidence is not furnished, the Trustee may defer any payment which it may be
required to make for the benefit of such Person pursuant to the terms of this
Indenture pending judicial determination as to the right of such Person to
receive such payment.



                                       73
<PAGE>

         SECTION 14.11 Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article XIV, the Trustee and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
Person making such payment or distribution, delivered to the Trustee or to the
Holders of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XIV.

         SECTION 14.12 Trustee Not Fiduciary for Holders of Senior Indebtedness.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and shall not be liable to any such holders if the Trustee
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company or to any other Person cash, property or securities to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
XIV or otherwise. The Trustee shall not be charged with knowledge of the
existence of Senior Indebtedness or of any facts that would prohibit any payment
hereunder unless the Trustee shall have received notice to that effect at the
address of the Trustee set forth in Section 11.4. With respect to the holders of
Senior Indebtedness, the Trustee undertakes to perform or to observe only such
of its covenants or obligations as are specifically set forth in this Article
XIV and no implied covenants or obligations with respect to holders of Senior
Indebtedness shall be read into this Indenture against the Trustee.

         SECTION 14.13 Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article XIV with respect to any
Senior Indebtedness which may at any time be held by it, to the same extent as
any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

         Nothing in this Article XIV shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.6.

         SECTION 14.14 Article XIV Applicable to Paying Agents. The term
"TRUSTEE" as used in this Article XIV shall (unless the context otherwise
requires) be construed as extending to and including the Paying Agent within its
meaning as fully for all intents and purposes as if the Paying Agent were named
in this Article XIV in addition to or in place of the Trustee; provided,
however, that Sections 14.10 and 14.12 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

         SECTION 14.15 Certain Conversions or Exchanges Deemed Payments. For the
purposes of this Article XIV only, (a) the issue and delivery of Permitted
Junior Securities upon the conversion or exchange of the Securities of any
series in accordance with Section 2.3(15) shall not be deemed to constitute a
payment or distribution on account of the principal of or premium or interest on
the Securities or on account of the purchase or other acquisition of Securities,
and (b) the payment or delivery of cash, property or securities (other than
Permitted




                                       74
<PAGE>

Junior Securities) upon the conversion or exchange of a Security shall be deemed
to constitute payment on account of the principal of such Security. Nothing
contained in this Article XIV or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as among the Company, its creditors
other than holders of Senior Indebtedness and the Holders of the Securities, the
right, which is absolute and unconditional, of the Holder of any Security to
convert or exchange such Security in accordance with Section 2.3(15), if so
applicable.



                            [signature page follows]



<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.



                                 KELLOGG COMPANY



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



                                 [                               ],
                                  -------------------------------
                                  as Trustee



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