<PAGE>
                                                                     EXHIBIT 4.7


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

                               BANCORPSOUTH, INC.,

                                     Issuer,



                                       AND



                              THE BANK OF NEW YORK

                                     Trustee



                        FORM OF DEBT SECURITIES INDENTURE



                           Dated as of _________, 2001




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






<PAGE>


                               TABLE OF CONTENTS(1)

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

         SECTION 1.01               Definitions...................................................................1
                  Act.............................................................................................2
                  Affiliate.......................................................................................2
                  Authorized Newspaper............................................................................2
                  Board of Directors..............................................................................2
                  Board Resolution................................................................................2
                  Business Day....................................................................................2
                  Capital Stock...................................................................................2
                  Commission......................................................................................3
                  Company.........................................................................................3
                  Company Request, Company Order..................................................................3
                  Component Currency..............................................................................3
                  Consolidated Banking Assets.....................................................................3
                  Conversion Date.................................................................................3
                  Conversion Rate.................................................................................3
                  Corporate Trust Office..........................................................................3
                  Coupon..........................................................................................3
                  Coupon Security.................................................................................3
                  Default.........................................................................................3
                  Defaulted Interest..............................................................................3
                  Depository......................................................................................3
                  Dollar..........................................................................................4
                  Dollar Determination Agent......................................................................4
                  Dollar Equivalent of the Currency Unit..........................................................4
                  Dollar Equivalent of the Foreign Currency.......................................................4
                  ECU.............................................................................................4
                  European Communities............................................................................4
                  Event of Default................................................................................4
                  Exchange Rate Officer's Certificate.............................................................4
                  Foreign Currency................................................................................4
                  Fully Registered Security.......................................................................4
                  Global Security.................................................................................4
                  Government Obligations..........................................................................5
                  Holder..........................................................................................5
</TABLE>

------------------
(1)  The Table of Contents is not part of the Indenture.


                                       i

<PAGE>
<TABLE>
                  <S>                                                                                             <C>
                  Indenture.......................................................................................5
                  Interest Payment Date...........................................................................5
                  Market Exchange Rate............................................................................5
                  Maturity........................................................................................5
                  Officers' Certificate...........................................................................5
                  Official Currency Unit Exchange Rate............................................................5
                  Opinion of Counsel..............................................................................6
                  Original Issue Discount Security................................................................6
                  Outstanding.....................................................................................6
                  Paying Agent....................................................................................6
                  Person..........................................................................................7
                  Place of Payment................................................................................7
                  Predecessor Securities..........................................................................7
                  Redemption Date.................................................................................7
                  Redemption Price................................................................................7
                  Registered Holder...............................................................................7
                  Registered Security.............................................................................7
                  Regular Record Date.............................................................................7
                  Repayment Date..................................................................................7
                  Repayment Price.................................................................................7
                  Required Currency...............................................................................7
                  Responsible Officer.............................................................................7
                  Security or Securities..........................................................................8
                  Security Register and Security Registrar........................................................8
                  Senior Debt Securities..........................................................................8
                  Senior Company Indebtedness.....................................................................8
                  Special Record Date.............................................................................8
                  Specified Amount................................................................................8
                  Stated Maturity.................................................................................8
                  Subordinated Debt Securities....................................................................8
                  Subsidiary......................................................................................8
                  Subsidiary Bank.................................................................................8
                  Trust Indenture Act or TIA......................................................................9
                  Trustee.........................................................................................9
                  Unregistered Security...........................................................................9
                  Valuation Date..................................................................................9
                  Vice President..................................................................................9
                  Voting Shares...................................................................................9

         SECTION 1.02               Compliance Certificates and Opinions..........................................9
</TABLE>



                                       ii
<PAGE>


<TABLE>
<S>                                                                                                              <C>
         SECTION 1.03               Form of Documents Delivered to Trustee.......................................10

         SECTION 1.04               Acts of Security Holders.....................................................10

         SECTION 1.05               Notices, etc.................................................................11

         SECTION 1.06               Notices to Holders; Waiver...................................................12

         SECTION 1.07               Conflict with Trust Indenture Act............................................13

         SECTION 1.08               Effect of Headings and Table of Contents.....................................13

         SECTION 1.09               Successors and Assigns.......................................................13

         SECTION 1.10               Separability Clause..........................................................13

         SECTION 1.11               Benefits of Indenture........................................................13

         SECTION 1.12               Legal Holidays...............................................................13

         SECTION 1.13               Governing Law................................................................13

         SECTION 1.14               Moneys of Different Currencies To Be Segregated..............................13

         SECTION 1.15               Payment To Be in Proper Currency.............................................13

ARTICLE TWO                         Forms........................................................................14

         SECTION 2.01               Forms Generally..............................................................14

         SECTION 2.02               Form of Trustee's Certificate of Authentication..............................14

         SECTION 2.03               Forms of Security............................................................15

         SECTION 2.04               Securities Issuable in the Form of a Global Security.........................15

ARTICLE THREE                       The Securities...............................................................17

         SECTION 3.01               Title and Terms..............................................................17

         SECTION 3.02               Denominations................................................................20

         SECTION 3.03               Execution, Authentication and Delivery.......................................21

         SECTION 3.04               Temporary Securities.........................................................22

         SECTION 3.05               Registration, Registration of Transfer and Exchange..........................22

         SECTION 3.06               Mutilated, Defaced, Destroyed, Lost and Stolen Securities or Coupons.........24

         SECTION 3.07               Payment of Interest; Interest Rights Preserved...............................25

         SECTION 3.08               Persons Deemed Owners........................................................26

         SECTION 3.09               Cancellation of Securities; Destruction Thereof..............................27

         SECTION 3.10               Computation of Interest......................................................27

         SECTION 3.11               Currency and Manner of Payments in Respect of Securities.....................27

ARTICLE FOUR                        Redemption of Securities.....................................................31

         SECTION 4.01               Applicability of Article.....................................................31

         SECTION 4.02               Notice of Redemption; Selection of Securities................................31
</TABLE>


                                      iii

<PAGE>


<TABLE>
<S>                                                                                                              <C>
         SECTION 4.03               Payment of Securities Called for Redemption..................................32

         SECTION 4.04               Sinking Funds................................................................33

ARTICLE FIVE                        Covenants....................................................................35

         SECTION 5.01               Payment of Principal, Premium and Interest; Compliance with Terms............35

         SECTION 5.02               Maintenance of Agency........................................................35

         SECTION 5.03               Money for Security Payments To Be Held in Trust..............................36

         SECTION 5.04               Certification of Compliance of the Company...................................37

         SECTION 5.05               Corporate Existence..........................................................38

         SECTION 5.06               Waiver of Covenants..........................................................38

ARTICLE SIX                         Security Holders' Lists and Reports by Trustee and Company...................38

         SECTION 6.01               Company To Furnish Trustee Names and Addresses of Security Holders...........38

         SECTION 6.02               Preservation of Information; Communications to Security Holders..............38

         SECTION 6.03               Reports by Trustee...........................................................39

         SECTION 6.04               Reports by Company and Guarantor.............................................39

ARTICLE SEVEN                       Remedies.....................................................................39

         SECTION 7.01               Events of Default and Defaults...............................................39

         SECTION 7.02               Acceleration of Maturity; Rescission and Annulment...........................41

         SECTION 7.03               Collection of Indebtedness and Suits for Enforcement by Trustee..............42

         SECTION 7.04               Trustee May File Proofs of Claim.............................................43

         SECTION 7.05               Trustee May Enforce Claims Without Possession of Securities..................44

         SECTION 7.06               Application of Money Collected...............................................44

         SECTION 7.07               Limitation on Suits..........................................................45

         SECTION 7.08               Unconditional Right of Security Holders To Receive Principal,
                                    Premium and Interest.........................................................45

         SECTION 7.09               Restoration of Rights and Remedies...........................................46

         SECTION 7.10               Rights and Remedies Cumulative...............................................46

         SECTION 7.11               Delay or Omission Not Waiver.................................................46

         SECTION 7.12               Control by Security Holders..................................................46

         SECTION 7.13               Waiver of Past Defaults......................................................47

         SECTION 7.14               Undertaking for Costs........................................................47
</TABLE>


                                       iv

<PAGE>


<TABLE>
<S>                                                                                                              <C>
         SECTION 7.15               Waiver of Stay or Extension Laws.............................................47

         SECTION 7.16               Judgment Currency............................................................47

ARTICLE EIGHT                       The Trustee..................................................................48

         SECTION 8.01               Certain Duties and Responsibilities..........................................48

         SECTION 8.02               Notice of Defaults...........................................................48

         SECTION 8.03               Certain Rights of Trustee....................................................49

         SECTION 8.04               Not Responsible for Recitals or Issuance of Securities ......................50

         SECTION 8.05               May Hold Securities..........................................................50

         SECTION 8.06               Money Held in Trust..........................................................50

         SECTION 8.07               Compensation and Reimbursement...............................................50

         SECTION 8.08               Qualification of Trustee; Conflicting Interests..............................51

         SECTION 8.09               Persons Eligible for Appointment as Trustee..................................51

         SECTION 8.10               Resignation and Removal; Appointment of Successor............................51

         SECTION 8.11               Acceptance of Appointment by Successor.......................................53

         SECTION 8.12               Merger, Conversion, Consolidation or Succession to Business of Trustee.......54

         SECTION 8.13               referential Collection of Claims Against Company ............................54

ARTICLE NINE                        Supplemental Indentures......................................................54

         SECTION 9.01               Supplemental Indentures Without Consent of Security Holders..................54

         SECTION 9.02               Supplemental Indentures with Consent of Security Holders.....................55

         SECTION 9.03               Execution of Supplemental Indentures.........................................56

         SECTION 9.04               Effect of Supplemental Indentures............................................56

         SECTION 9.05               Conformity with Trust Indenture Act..........................................56

         SECTION 9.06               Reference in Securities to Supplemental Indentures...........................56

ARTICLE TEN                         Consolidation, Merger, Conveyance or Transfer................................57

         SECTION 10.01              Company May Consolidate, etc.................................................57

         SECTION 10.02              Successor Corporation Substituted for Company................................57

ARTICLE ELEVEN                      Satisfaction and Discharge of Indenture......................................57

         SECTION 11.01              Satisfaction and Discharge of Securities of Any Series.......................57

         SECTION 11.02              Satisfaction and Discharge of Indenture......................................59

         SECTION 11.03              Application of Trust Money...................................................60

         SECTION 11.04              Repayment of Moneys Held by Paying Agent.....................................60

ARTICLE TWELVE                      Subordination................................................................60
</TABLE>


                                       v

<PAGE>


<TABLE>
<S>                                                                                                              <C>
         SECTION 12.01              Subordinated Debt Securities Subordinated to Senior Company Indebtedness.....60

         SECTION 12.02              Payments upon Dissolution of the Company.....................................61

         SECTION 12.03              No Payment When Senior Company Indebtedness in Default.......................63

         SECTION 12.04              No Impairment of Holders' Rights.............................................64

         SECTION 12.05              Effectuation of Subordination by Trustee.....................................64

         SECTION 12.06              Knowledge of Trustee.........................................................64

         SECTION 12.07              Trustee's Relation to Senior Company Indebtedness............................65

         SECTION 12.08              No Waiver of Default or Event of Default.....................................65

         SECTION 12.09              Claims of the Trustee........................................................65

ARTICLE THIRTEEN                    Immunity of Incorporators, Stockholders, Officers and Directors..............65

         SECTION 13.01              Exemption from Individual Liability..........................................65

ARTICLE FOURTEEN                    Holders' Meetings............................................................66

         SECTION 14.01              Purposes of Meetings.........................................................66

         SECTION 14.02              Call of Meetings by Trustee..................................................66

         SECTION 14.03              Call of Meetings by Company, Guarantor or Holders............................66

         SECTION 14.04              Qualifications for Voting....................................................66

         SECTION 14.05              Regulations..................................................................67

         SECTION 14.06              Voting.......................................................................67

         SECTION 14.07              No Delay of Rights by Meeting................................................68
</TABLE>



                                       vi

<PAGE>


                             CROSS REFERENCE TABLE(2)

                                   -----------

         Showing Reflection of Certain Provisions Required Pursuant to Section
310 through 318(a) of Trust Indenture Act of 1939, as Amended, (Including
Cross-References to Provisions of Sections 310 through 318(a) which, Pursuant to
Section 318(c) of the Trust Indenture Act of 1939, as Amended, are Part of and
Govern Such Provisions of the Indenture Whether or not Physically Contained
Therein

                                   ----------

<TABLE>
<CAPTION>
                                    TIA                                                                     Section

<S>                                 <C>                                                      <C>
SECTION 310                         (a)(1).....................................................................8.09
                                    (a)(2).....................................................................8.09
                                    (a)(3)...........................................................Not Applicable
                                    (a)(4)...........................................................Not Applicable
                                    (a)(5).....................................................................8.09
                                    (b)..............................................................8.08, 8.10(a),
                                    ....................................................................(b) and (d)
                                    (c)..............................................................Not Applicable

SECTION 311                         (a)........................................................................8.13
                                    (b)........................................................................8.13
                                    (c)..............................................................Not Applicable

SECTION 312                         (a)..................................................................6.01, 6.02
                                    (b)........................................................................6.02

SECTION 313                         (a)........................................................................6.03
                                    (c)......................................................1.06, 6.03, 6.04, 8.02
                                    (d)........................................................................6.03

SECTION 314(a)                      (1), (2) and (3)...........................................................6.04
                                    (a)(4).....................................................................5.04
                                    (b)..............................................................Not Applicable
                                    (c)(1).....................................................................1.02
                                    (c)(2).....................................................................1.02
                                    (c)(3)...........................................................Not Applicable
                                    (d)..............................................................Not Applicable
                                    (e)........................................................................1.02
                                    (f)..............................................................Not Applicable

SECTION 315                         (a).....................................................................8.01(a)
                                    ........................................................................8.01(c)
                                    (b)........................................................................8.02
                                    (c).....................................................................8.01(b)
                                    (d)........................................................................8.01
</TABLE>

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

(2)   This table is not part of the Indenture.



                                       vii

<PAGE>

<TABLE>
<S>                                 <C>                                                              <C>
                                    (d)(1)..................................................................8.01(a)
                                    (d)(2)..................................................................8.01(c)
                                    (d)(3)..................................................................8.01(c)
                                    (e)........................................................................7.14

SECTION 316                         (a)(1)(A)..................................................................7.02
                                    ...........................................................................7.12
                                    (a)(1)(B)..................................................................7.13
                                    (a)(2)...........................................................Not Applicable
                                    (a) last sentence..........................................................3.08
                                    (b)........................................................................7.08

SECTION 317                         (a)(1).....................................................................7.03
                                    (a)(2).....................................................................7.04
                                    (b)........................................................................5.03

SECTION 318                         (a)........................................................................1.07
</TABLE>



                                      viii

<PAGE>

                        FORM OF DEBT SECURITIES INDENTURE

         This INDENTURE, dated as of ________________, 2001, among BANCORPSOUTH,
INC., a Mississippi Corporation (hereinafter called the "Company," which term
shall include any successors and assigns pursuant to the terms of this
Indenture), having its principal executive office at One Mississippi Plaza,
Tupelo, Mississippi 38801 and THE BANK OF NEW YORK, a Delaware corporation
(hereinafter called the "Trustee"), having its Principal Corporate Trust Office
at White Clay Center, Route 273, Newark, Delaware 19711.

         WHEREAS, the Company deems it appropriate from time to time to issue
its unsecured debentures, notes, bonds or other evidences of indebtedness, to be
issued in one or more series (hereinafter called the "Securities") as
hereinafter set forth, and to provide therefor the Company has duly authorized
the execution and delivery of this Indenture;

         WHEREAS, the Trustee deems it appropriate to serve as trustee on the
terms hereinafter provided, and to provide therefor, the Trustee has duly
authorized the execution and delivery of this Indenture;

         WHEREAS, all things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done; and

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.01      Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:


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

                  (2)      all references in this instrument to designated
"Articles," "Sections" and other subdivisions are to the designated Articles,
Sections and other subdivisions of this instrument; the words "herein," "hereof"
and "thereunder" and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision;


                                       1
<PAGE>

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

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

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

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

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

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

                  "Authorized Newspaper" means a newspaper in an official
language of the country of publication customarily published at least once a
day, and customarily published for at least five days in each calendar week, and
of general circulation in such city or cities as may be provided elsewhere in
this Indenture or specified as contemplated by Section 3.01 with respect to the
Securities of any series the terms of which permit Unregistered Securities or
Coupon Securities. Where successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same or in
different newspapers in the same city meeting the foregoing requirements and in
each case on any Business Day in such city.

                  "Board of Directors" means, with respect to the Company,
either the Board of Directors of the Company, as the case may be, or the
executive committee of such Board of Directors or other committee duly
authorized to act on behalf of the Board of Directors with regard to a given
matter.

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

                  "Business Day" means each day which is neither a Saturday,
Sunday nor other day on which banking institutions or trust companies in the
Place of Payment are authorized or required by law or executive order to be
closed.

                  "Capital Stock" means, as to shares of a particular
corporation, outstanding shares of stock of any class whether now or hereafter
authorized, irrespective of whether


                                       2
<PAGE>

such class shall be limited to a fixed sum or percentage in respect of the
rights of the holders thereof to participate in dividends and in the
distribution of assets upon the voluntary liquidation, dissolution or winding up
of such 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 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 the Person named as the "Company" in the first
paragraph of this Indenture until any successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

                  "Company Request," "Company Order," a written request or order
signed in the name of the Company, as the case may be, by its Chairman or any
Vice Chairman of the Board of Directors, President or a Vice President, and by
its Treasurer, an Assistant Treasurer, Controller, an Assistant Controller,
Secretary or an Assistant Secretary, and delivered to the Trustee.

                  "Component Currency":  See Section 3.11(i).

                  "Consolidated Banking Assets" means the aggregate of the
assets of all Subsidiary Banks (including Subsidiaries of such Subsidiary
Banks).

                  "Conversion Date":  See Section 3.11(e).

                  "Conversion Rate":  See Section 7.16.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any particular time its corporate trust business shall be
administered, except that with respect to presentation of Registered Securities
for payment or for registration of transfer and exchange, presentation of
Unregistered Securities for registration and the location of the Securities
Register, such term shall mean such office or the agency of the Trustee
designated for such purpose.

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

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

                  "Default" has the meaning specified in Section 7.01(c).

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

                  "Depositary" means (i) with respect to any series of
Securities for which the Company shall determine that such Securities will be
issued as a Global Security and as a Registered Security, The Depository Trust
Company, New York, New York, another clearing agency or any successor registered
under the Securities and Exchange Act of 1934,



                                       3
<PAGE>

as amended, or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to either Section 2.04 or 3.01, or
(ii) with respect to any series of Securities for which the Company shall
determine that such Securities will be issued as a Global Security and as an
Unregistered Security, such person as the Company shall designate pursuant to
Section 2.04 or 3.01, and if at any time there is more than one such Person,
"Depositary" as used with respect to the Securities of any such series shall
mean the Depositary with respect to the Securities of that series.

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

                  "Dollar Determination Agent" means the New York clearing house
bank, if any, from time to time selected by the Company for purposes of Section
3.11.

                  "Dollar Equivalent of the Currency Unit": See Section 3.11(h).

                  "Dollar Equivalent of the Foreign Currency": See Section
3.11(g).

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

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

                  "Event of Default" has the meaning specified in Article Seven.

                  "Exchange Rate Officer's Certificate" means a telex or a
certificate setting forth (i) the applicable Official Currency Unit Exchange
Rate and (ii) the Dollar or Foreign Currency amounts of principal, premium, if
any, and interest, if any, respectively (on an aggregate basis and on the basis
of a Security having a principal amount of 1,000 in the relevant currency unit),
payable on the basis of such Official Currency Unit Exchange Rate, sent (in the
case of a telex) or signed (in the case of a certificate) by the Treasurer or
any Assistant Treasurer of the Company and delivered to the Trustee.

                  "Foreign Currency" means a currency issued by the government
of any country other than the United States.

                  "Fully Registered Security" means any Security registered as
to principal and interest, if any.

                  "Global Security" means, with respect to any series of
Securities, a Security executed by the Company and authenticated and delivered
by the Trustee to the Depositary or pursuant to the Depositary's instruction,
all in accordance with this Indenture and pursuant to a Company Order, which
shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the Outstanding Securities of such series or any
portion thereof, in either case having the same terms, including, without
limitation, the same issue date, date or dates on which principal is due, and
interest rate or method of determining interest and which, if the Securities of
the series are Registered Securities, shall be registered in the name of the
Depositary, or its nominee.


                                       4
<PAGE>

                  "Government Obligations" means, with respect to the Securities
of any series, securities which are (i) direct obligations of the government
which issued the currency in which the Securities of such series are denominated
or (ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the government which issued the currency in which
the Securities of such series are denominated the timely payment of which is
unconditionally guaranteed by such government, and which, in either case, are
full faith and credit obligations of such government and are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended) as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of any
such Government Obligation held by such custodian for the account of the holder
of such depositary receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of the Government Obligation evidenced by such depositary receipt.

                  "Holder" means, with respect to a Registered Security, any
person in whose name at the time a particular Registered Security is registered
in the Securities Register, and with respect to an Unregistered Security, the
bearer of such Unregistered Security, and, with respect to a Coupon, 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, and shall include the forms and terms of particular series of
Securities as contemplated hereunder, regardless of the currency or currency
unit in which such securities are denominated.

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

                  "Market Exchange Rate":  See Section 3.11(i).

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

                  "Officers' Certificate" means a certificate signed by the
Chairman or any Vice Chairman of the Board of Directors, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Controller, an
Assistant Controller, the Secretary or an Assistant Secretary of the Company or
the Guarantor, as the case may be. Each Officers' Certificate shall include the
statements required by Section 1.02.

                  "Official Currency Unit Exchange Rate" means, with respect to
any payment to be made hereunder, the exchange rate between the relevant
currency unit and the Dollar calculated by the agency specified pursuant to
Section 3.01 for the Securities of the relevant series (in the case of the ECU,
calculated by the Commission of the European Communities, and currently based on
the rates in effect at 2:30 p.m., Brussels time, on the exchange markets of the
Component Currencies of the ECU), on the second Business Day (in the city


                                       5
<PAGE>

in which such agency has its principal office) immediately preceding the
applicable payment date.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be an employee of or counsel for the Company and who shall be satisfactory
to the Trustee. Each Opinion of Counsel shall include the statements required by
Section 1.02.

                  "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 7.02.

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

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

                  (ii)     Securities, or portions thereof, for whose payment or
redemption money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent in trust for the Holders of such Securities,
provided that, if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made; and

                  (iii)    Securities in exchange for or in lieu of which other
Securities have been authenticated and delivered, or Securities which have been
paid, pursuant to this Indenture, unless proof satisfactory to the Trustee is
presented that any such Securities are held by bona fide purchasers; provided,
however, that in determining whether the Holders of the requisite principal
amount of Securities Outstanding have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (i) the principal amount of an
Original Issue Discount Security that shall be deemed to be Outstanding 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 7.02 and (ii) Securities owned by the Company, the Guarantor
or any other obligor upon the Securities or by any Affiliate of the Company or
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of, premium, if any, or interest on any Securities on behalf
of the Company in accordance with Section 5.02.


                                       6
<PAGE>

                  "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 premium, if
any and interest if any on, the Securities of such series are payable as
specified pursuant to Section 3.01.

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

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

                  "Redemption Price", when used with respect to any Security to
be redeemed means the price, in the Dollars or the Foreign Currency or currency
unit in which such Security is denominated or which is otherwise provided for
pursuant to this Indenture, at which it is to be redeemed pursuant to this
Indenture.

                  "Registered Holder" means, with respect to a Registered
Security, the Person in whose name such Security is registered in the Securities
Register.

                  "Registered Security" means any Security registered as to
principal.

                  "Regular Record Date" for the interest payable on any Security
on any Interest Payment Date means the date, if any, specified in such Security
as the "Regular Record Date."

                  "Repayment Date", when used with respect to any Security to be
repaid, means the date fixed for which repayment pursuant to the terms of such
Security.

                  "Repayment Price", when used with respect to any Security to
be repaid, means the price, in the Dollars or the Foreign Currency or currency
unit in which such Security is denominated or which is otherwise provided for
pursuant to this Indenture, at which it is to be repaid pursuant to the terms of
such Security.

                  "Required Currency":  See Section 1.15.

                  "Responsible Officer", when used with respect to the Trustee,
shall mean the Chairman or Vice Chairman of the Board of Directors, the Chairman
or Vice Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, any Second or Assistant Vice President, the
Cashier, any Assistant Cashier, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, any Senior Trust Officer, any Trust Officer,
any Assistant Trust Officer, the Controller, any Assistant Controller or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to


                                       7
<PAGE>

whom any corporate trust matter is referred because of his knowledge of and
familiarity with the particular subject.

                  "Security" or "Securities" has the meaning specified in the
second paragraph of this Indenture and more particularly shall mean any
Registered or Unregistered Securities authenticated and delivered under this
Indenture.

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

                  "Senior Debt Securities" means any series of securities
designated as such pursuant to Section 3.01, and the Coupons, if any,
appertaining thereto.

                  "Senior Company Indebtedness" means the principal of and
premium, if any, and interest on (i) all indebtedness of the Company for money
borrowed, whether outstanding on the date of execution of this Indenture or
thereafter created, assumed or incurred, including any series of Securities
designated as Senior Debt Securities pursuant to Section 3.01 hereof, and
Coupons, if any, appertaining thereto except (A) such indebtedness as is by its
terms expressly stated not to be superior in right of payment to any series of
Securities designated as Subordinated Debt Securities pursuant to Section 3.01
hereof or to rank pari passu with any series of Securities designated as
Subordinated Debt Securities pursuant to Section 3.01 hereof, and (B) any series
of Securities designated as Subordinated Debt Securities pursuant to Section
3.01 hereof, and (ii) any deferrals, renewals or extensions of any such Senior
Company Indebtedness. The term "indebtedness for money borrowed" means any
obligation of, or any obligation guaranteed by, the Company for the repayment of
money borrowed, whether or not evidenced by bonds, debentures, notes or other
written instruments, any capitalized lease obligation and any deferred
obligation for payment of the purchase price of any property or assets.

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

                  "Specified Amount":  See Section 3.11(i).

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

                  "Subordinated Debt Securities" means any series of Securities
designated as such pursuant to Section 3.01, and the Coupons, if any,
appertaining thereto.

                  "Subsidiary" means any corporation a majority of the Voting
Shares of which at the time are owned directly or indirectly by the Company or
by one or more other Subsidiaries or by the Company and one or more other
Subsidiaries.

                  "Subsidiary Bank" means any Subsidiary that is organized under
the laws of the United States, any State of the United States, the District of
Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa
or the Virgin Islands and either (i)


                                       8
<PAGE>

accepts deposits that the depositor has a legal right to withdraw on demand and
engages in the business of making commercial loans or (ii) is a trust company.

                  "Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939, as amended by the Trust Indenture Reform Act of 1990, and as in force
at the date as of which this instrument was executed, except as provided in
Sections 5.08 and 9.05.

                  "Trustee" means the Person designated as the Trustee for any
series of Securities pursuant to Section 3.01 of this Indenture until any
successor Trustee shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter "Trustee" shall mean such successor Trustee,
provided, however, that if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean only
the Trustee with respect to the Securities of that series.

                  "Unregistered Security" means any Security that is not
registered as to principal.

                  "Valuation Date":  See Section 3.11(e).

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

                  "Voting Shares" means, as to shares of a particular
corporation, outstanding shares of Capital Stock of any class or classes having
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of such corporation (irrespective of
whether at the time stock of any other class or classes shall have or might have
voting power by reason of the failure to pay a dividend or other amount or by
reason of the occurrence of any other contingency).

         SECTION 1.02 Compliance Certificates and Opinions. Upon any application
or request by the Company or the Guarantor to the Trustee to take any action
under any provision of the Indenture, the Company, as the case may be, shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture (including any covenants
compliance with which constitutes a condition precedent) relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than annual
certificates provided pursuant to Section 5.04) shall include:

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

                  (2)      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;


                                       9
<PAGE>

                  (3)      a statement that, in the opinion of each such
individual, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

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

         SECTION 1.03      Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by an opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

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

         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.

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

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

         SECTION 1.04      Acts of Security Holders.

                           (a)      Any request, demand, authorization,
direction, notice consent, waiver or other action provided by this Indenture to
be given or taken by Security Holders may be embodied in and evidenced (1) by
one or more instruments of substantially similar tenor signed by such Security
Holders in person or by agent duly appointed in



                                       10
<PAGE>

writing; and except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company, (2) by the
record of Holders voting in favor thereof at any meeting of such Holders duly
called and held in accordance with the provisions of Article Fourteen, or (3) by
a combination of such instrument or instruments and any such record of such a
meeting of Holders. Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Security Holders signing such instrument or instruments and
so voting at any such meeting. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 8.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section. With respect to
Registered Securities, the Company may set a record date for purposes of
determining the identity of Holders entitled to vote or consent to any action by
vote or consent authorized or permitted under this Indenture, which record date
shall be the later of 10 days prior to the first solicitation of such consent or
the date of the most recent list of Holders furnished to the Trustee pursuant to
Section 8.01 of this Indenture prior to such solicitation. If a record date is
fixed, those persons who were Holders of Securities at such record date (or
their duly designated proxies), and only those persons, shall be entitled to
take such action by vote or consent or to revoke any vote or consent previously
given, whether or not such persons continue to be Holders after such record
date. No such vote or consent shall be valid or effective for more than 120 days
after such record date.

                           (b)      The fact and date of the execution by any
Person of any such instrument or writing may be proved in any reasonable manner
which the Trustee deems sufficient.

                           (c)      The ownership of Registered Securities of
any series shall be proved by the Security Register for such series or by a
certificate of the Security Register for such series; the ownership of
unregistered Securities of any series and Coupons shall be proved by proof of
possession reasonably satisfactory to the Trustee.

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

                           (e)      The Trustee may require such additional
proof of any matter referred to in this Section as it shall deem necessary.

         SECTION 1.05      Notices, etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Security
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

                  (1)      the Trustee by any Security Holder or by the Company
shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or


                                       11
<PAGE>

with the Trustee at the Principal Corporate Trust Office, and, in respect of
Unregistered Securities or Coupons, at the Corporate Trust office of the Trustee
referred to in Section 5.02, or

                  (2)      the Company by the Trustee or by any Security Holder
shall be sufficient for every purpose hereunder (except as provided in Section
7.01(a)(3)) if in writing and mailed, first class, postage prepaid, to the
Company, as the case may be, addressed to it at the address of its principal
executive office specified in the first paragraph of this Indenture or at any
other address previously furnished in writing to the Trustee by the Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Security Holders or other document provided or permitted by this
Indenture shall be in the English language, except that any published notice may
be in the official language of the country of publication.

         SECTION 1.06      Notices to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event, (1) if any of the Securities
affected by such event are Fully 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 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 in writing and mailed by first class mail, postage
prepaid, to such Holders in the manner and the extent provided in Section 313(c)
of the Trust Indenture Act and if published in an Authorized Newspaper or
Newspapers in such city or cities as may be provided elsewhere in this Indenture
or specified as contemplated by Section 3.01 on a Business Day at least twice,
the first such publication to be not earlier than the earliest date and not
later than the latest date prescribed for the giving of such notice. 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 on 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 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 the event of
suspension of regular mail service or for any other reason it shall be
impracticable to give such notice to Registered Holders by mail, then such a
notification as shall be made to Registered Holders with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.
In case by reason of the suspension of publication of any Authorized Newspaper
or by reason of any other cause it shall be impracticable to publish any notice
to Holders of Unregistered Securities or of Coupons as provided above then said
notification to Holders of Unregistered Securities or of Coupons as shall be
given with the approval of the Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder.


                                       12
<PAGE>

         SECTION 1.07      Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with the duties imposed by any of Sections
310 through 317 of TIA, through operation of Section 318(c) thereof, such
imposed duties shall control.

         SECTION 1.08      Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

         SECTION 1.09      Successors and Assigns. All covenants and agreements
in this Indenture by the Company and the Guarantor shall bind their respective
successors and assigns, whether so expressed or not.

         SECTION 1.10      Separability Clause. In case any provision in this
Indenture or in the Securities or any Coupons appertaining thereto shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         SECTION 1.11      Benefits of Indenture. Nothing in this Indenture or
in the Securities or Coupons express or implied shall give to any Person, other
than the parties hereto and their successors and assigns hereunder, the Holders
of the Securities and the Holders of the Coupons, any benefit of any legal or
equitable right, remedy or claim under this Indenture.

         SECTION 1.12      Legal Holidays. In any case where the date of an
Interest Payment Date, a Redemption Date or a Repayment Date or the Stated
Maturity of any Security or Coupon shall not be a Business Day at any Place of
Payment with respect to the Securities of that series, then (notwithstanding any
other provision of the Securities, the Coupons appertaining thereto or this
Indenture) payment of the principal of or interest on any such Securities or
Coupons 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 nominal date of
any such Interest Payment Date, Redemption Date or Repayment Date or Stated
Maturity, and no interest shall accrue for the period from and after such
nominal date.

         SECTION 1.13      Governing Law. This Indenture and the Securities
shall be governed by and construed in accordance with the laws of the State of
New York, except that the rights, duties and liabilities of the Trustee as a
trustee and any rights and immunities limiting such liability shall be governed
by the laws of the state in which the principal office of the Trustee shall be
located without regard to principles of conflicts of laws.

         SECTION 1.14      Moneys of Different Currencies To Be Segregated. The
Trustee shall segregate all moneys, funds and accounts held by the Trustee
hereunder in one currency from any money, funds or accounts in any other
currencies, notwithstanding any provision herein which would otherwise permit
the Trustee to commingle such amounts.

         SECTION 1.15      Payment To Be in Proper Currency. Each reference in
any Security, or in the Board Resolution relating thereto, to any currencies or
currency units shall be of the essence. Subject to Section 3.11, the Company
agrees, to the fullest extent that they may effectively do so under applicable
law, that their obligation to make any


                                       13
<PAGE>

payment of principal of (and premium, if any) and interest on any Security or
any Coupon (i) shall not be discharged or satisfied by any tender by the
Company, or recovery by the Trustee, either pursuant to any judgment (whether or
not entered into in accordance with Section 7.16 or otherwise) in any currencies
or currency units other than the currencies or currency units then due and
payable (the "Required Currency"), except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount of
the Required Currency expressed to be payable in respect of such payments, (ii)
shall be enforceable as an alternative or additional cause of action for the
purpose of recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. Except as permitted under
Section 3.11, if any such tender or recovery is in a currency other than the
Required Currency, the Trustee may take such actions as it considers appropriate
to exchange such currency for the Required Currency. The costs and risks of any
such exchange, including without limitation the risks of delay and exchange rate
fluctuation, shall be borne by the Company, and the Company shall remain fully
liable for any shortfall or delinquency in the full amount of Required Currency
then due and payable, and in no circumstances shall the Trustee be liable
therefor. The Company hereby waives any defense of payment based upon any such
tender or recovery which is not in the Required Currency, or which, when
exchanged for the Required Currency by the Trustee, is less than the full amount
of Required Currency then due and payable.

                                   ARTICLE TWO

                                      FORMS

         SECTION 2.01      Forms Generally. The Securities of each series, and
the Coupons, if any, to be attached thereto, and the certificates of
authentication on the Securities shall be in substantially the form as shall be
established pursuant to this Article and Section 3.01 in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Indenture or as may be required to comply with any
law or with any rules or regulations made pursuant thereto or with any rules or
regulations of any securities exchange or as may, consistently herewith, 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, of each series 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, subject, with respect to the Securities of any series, to the
rules of any securities exchange on which the Securities of such series are
listed.

         SECTION 2.02      Form of Trustee's Certificate of Authentication. The
Trustee's Certificate of Authentication on all Securities shall be in
substantially the following form:



                                       14
<PAGE>

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

                           [NAME OF TRUSTEE], as Trustee

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

         SECTION 2.03      Forms of Security. Each Security shall be in a form
approved from time to time by or pursuant to a Company Board Resolution, or
established in one or more indentures supplemental hereto. Prior to the delivery
of a Security to the Trustee for authentication in any form approved by or
pursuant to a Company Board Resolution, the Company shall deliver to the Trustee
the Company Board Resolution by or pursuant to which such form of Security has
been approved, which Company Board Resolution shall have attached thereto a true
and correct copy of the form of Security which has been approved by or pursuant
thereto, and, if a Company Board Resolution authorizes a specific officer or
officers of the Company to approve a form of Security, a certificate of such
officer or officers approving the form of Security attached thereto. Any form of
Security approved by or pursuant to a Company Board Resolution must be
acceptable as to form to the Trustee, such acceptance to be evidenced by a
certificate signed by a Responsible Officer of the Trustee and delivered to the
Company or by the Trustee's execution of the certificate of authentication
appearing thereon.

         SECTION 2.04      Securities Issuable in the Form of a Global Security.

                           (a)      If the Company shall establish pursuant to
Section 3.01 that the Securities of a particular series are to be issued in
whole or in part in one or more Global Securities as Registered Securities or
Unregistered Securities, then the Company shall execute and the Trustee shall,
in accordance with Section 3.03 and the Company Order delivered to the Trustee
thereunder, authenticate and deliver a Global Security or Securities which (i)
shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Securities of such series to be represented
by such Global Security or Securities, (ii) shall be registered in the name of
the Depositary for such Global Security or Securities or its nominee, (iii)
shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, and (iv) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.04 of the
Indenture, this Security may be transferred, in whole but not in part, only to a
nominee of the Depositary, or by a nominee of the Depositary to the Depositary,
or to a successor Depositary or to a nominee of such successor Depositary."

                           Each Depositary designated pursuant to Section 3.01
for a Global Security that is a Registered Security must at the time of its
designation and at all times while it serves as Depositary, be a clearing agency
registered under the Securities and Exchange Act of 1934, as amended, and any
other applicable statute or regulation.

                           (b)      Notwithstanding any other provision of this
Section 2.04 or of Section 3.05, the Global Security of a series may be
transferred, in whole but not in part and in the manner provided in Section
3.05, only to a nominee of the Depositary for



                                       15
<PAGE>

such series or by a nominee of the Depositary to the Depositary, or to a
successor Depositary for such series selected or approved by the Company or to a
nominee of such successor Depositary.

                           (c)      If at any time the Depositary for a series
of Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such series or if at any time the Depositary for such series
shall no longer be eligible under Section 2.04(a) and a successor Depositary for
such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition, as the case may be,
this Section 2.04 shall no longer be applicable to the Securities of such series
and the Company will execute, and the Trustee will, in accordance with Section
3.03 and a Company Order delivered to the Trustee, authenticate and deliver,
Securities of such series, in like tenor and terms in definitive form, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Security. In addition, the Company may at any time determine that the
Securities of any series shall no longer be represented by a Global Security and
that the provisions of this Section 2.04 shall no longer apply to the Securities
of such series. In such event the Company will execute and the Trustee, upon
receipt of an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver Securities of such series, in like tenor
and terms in definitive form, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security of such
series in exchange for such Global Security. If specified by the Company
pursuant to Section 3.01 with respect to a series of Securities, the Depositary
for such series of Securities may surrender a Global Security for such series of
Securities in exchange in whole or in part for Securities of such series of like
tenor and terms and in definitive form on such terms as are acceptable to the
Company, the Trustee and such Depositary. Thereupon, the Company shall execute,
and the Trustee, upon receipt of an Officer's Certificate evidencing such
determination by the Company, will authenticate and deliver definitive
Securities of such series without service charge:

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

                  (2)      to such Depositary a new Global Security of like
tenor and terms and in an authorized denomination equal to the difference, if
any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of Securities delivered to Holders thereof.

                  In any exchange provided for in this Section 2.04(c), the
Company will execute and the Trustee, pursuant to a Company Order, will
authenticate and deliver Securities

                           (i)      as Registered Securities in authorized
denominations, if the Securities of such series are issuable as Registered
Notes;

                           (ii)     as Unregistered Securities in authorized
denominations, with Coupons, if the Securities of such series are issuable as
Unregistered Securities; or


                                       16
<PAGE>

                           (iii)    as either Registered or Unregistered
Securities, if the Securities of such series are issuable in either form. Upon
the exchange of a Global Security for Securities in definitive form, such Global
Security shall be cancelled by the Trustee. Registered Securities issued in
exchange for a Global Security pursuant to this Section shall be registered in
such names and in such authorized denominations, and delivered to such
addresses, as the Depositary for such Global Security, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee in writing. The Trustee shall deliver such Registered Securities to the
persons in whose names such Securities are so registered or to the Depositary in
accordance with a Company Order. The Trustee shall deliver Unregistered
Securities issued in exchange for a Global Security pursuant to this Section to
the Depositary or to the Persons at such addresses, and in such authorized
denominations, as the Depositary for such global Note, pursuant to instructions
from its direct or indirect participants or otherwise shall instruct the Trustee
in writing.

                                  ARTICLE THREE

                                 THE SECURITIES

         SECTION 3.01      Title and Terms. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is
unlimited. The Securities may be issued up to the aggregate principal amount of
Securities from time to time authorized by or pursuant to a Company Board
Resolution.

         The Securities may be issued in one or more series. All Securities of
each series issued under this Indenture shall in all respects be equally and
ratably entitled to the benefits hereof with respect to such series without
preference, priority or distinction on account of the actual time or times of
the authentication and delivery or Maturity of the Securities of such series.
There shall be established in or pursuant to a Company Board Resolution, and set
forth in an Officers' Certificate of the Company, or established in one or more
indentures supplemental hereto, which shall be delivered to the Trustee prior to
the issuance of Securities of any series:

                  (1)      the form of the Securities of the series and the
Coupons, if any, appertaining thereto;

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

                  (3)      any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of that
series pursuant to this Article Three and Sections 3.05, 3.06 and 4.03);

                  (4)      the date or dates on which such Securities may be
issued;

                  (5)      the date or dates, which may be serial, on which the
principal of, and premium, if any, on the Securities of such series shall be
payable;


                                       17
<PAGE>

                  (6)      the rate or rates, or the method of determination
thereof, at which the Securities of such 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, if other than as set forth in Section 3.07, for
the determination of Holders to whom interest is payable, whether any special
terms and conditions relating to the payment of additional amounts in respect of
payments on the Securities of such series shall in the event of certain changes
in the United States Federal income tax laws apply to Unregistered Securities of
such series or to Registered Securities of such series, and the circumstances,
if any, under which a Holder may elect to receive interest in a form other than
as provided in Sections 3.11(a)(1), 3.11(b)(1) or 5.01;

                  (7)      whether Securities of the series shall be designated
as Senior Debt Securities or Subordinated Debt Securities;

                  (8)      the place or places where the principal of, and
premium, if any, and interest, if any, on Securities of the series shall be
payable

                  (if other than as provided in Section 5.02);

                  (9)      the provisions, if any, establishing 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, and whether
any special terms and conditions of redemption shall apply to Unregistered
Securities of such series or to Registered Securities of such series;

                  (10)     the obligation, if any, of the Company to redeem,
purchase or repay Securities of the series pursuant to the 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;

                  (11)     if other than denominations of 1,000 and any integral
multiple thereof, in Dollars or the Foreign Currency or currency unit in which
the Securities of such series are denominated, the denominations in which
Securities of such series shall be issuable;

                  (12)     if other than the principal amount thereof, the
portion of the principal amount of Securities of such series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 7.01 or provable in bankruptcy pursuant to Section 7.04;

                  (13)     whether payment of the principal of, premium, if any,
and interest, if any, on the Securities of such series shall be with or without
deduction for taxes, assessments or governmental charges, and with or without
reimbursement of taxes, assessments or governmental charges paid by Holders;


                                       18
<PAGE>

                  (14)     any Events of Default or Defaults with respect to the
Securities of such series, if not set forth herein;

                  (15)     in case the Securities of such series do not bear
interest, the applicable dates for the purpose of clause (a) of Section 6.01;

                  (16)     whether the Securities of such series are to be
issued as Registered Securities (with or without Coupons) or Unregistered
Securities or both, and, if Unregistered Securities or Coupon Securities are
issued, whether Unregistered Securities or Coupon Securities of such series may
be exchanged for Registered Securities or Fully Registered Securities of such
series and whether Registered Securities or Fully Registered Securities of such
series may be exchanged for Unregistered Securities of such series and the
circumstance under which and the place or places where any such exchanges, if
permitted, may be made;

                  (17)     the currency or currencies, or currency unit or
currency units, whether in Dollars or a Foreign Currency or currency unit, in
which the principal of, and premium, if any, and interest, if any, on the
Securities of such series or any other amounts payable with respect thereto,
including, without limitation, Coupons, are to be denominated, payable,
redeemable or repurchaseable, as the case may be, and whether such principal,
premium, if any, and interest, if any, payable otherwise than in Dollars may, at
the option of the Holders of any Security of such series, also be payable in
Dollars;

                  (18)     if other than as set forth in Section 11.01,
provisions for the satisfaction and discharge of the indebtedness represented by
the Securities of such series;

                  (19)     whether the Securities of such series are issuable as
a Global Security and, in such case, the identity of the Depositary for such
series;

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

                  (21)     any other terms of such series (which terms shall
not be inconsistent with the provisions of this Indenture); and

                  (22)     any trustees, paying agents, transfer agents or
registrars with respect to the Securities of such series, and, if the Securities
of such series are to be denominated and payable in any currency other than
Dollars, the initial Dollar Determination Agent.

                  The Trustee shall be entitled to receive and shall be fully
protected in relying on, in addition to the Opinion of Counsel to be furnished
to the Trustee pursuant to Section 1.02 with the Officers' Certificate relating
to the issuance of any series of Securities, an Opinion of Counsel stating that:


                                       19
<PAGE>

                           (i)      all instruments furnished to the Trustee
conform to the requirements of this Indenture and constitute sufficient
authority hereunder for the Trustee to authenticate and deliver such Securities;

                           (ii)     all laws and requirements with respect to
the form and execution by the Company of the supplemental indenture, if any, has
been complied with and that the execution and delivery of the supplemental
indenture, if any, by the Trustee will not violate this Indenture, the Company
has corporate power to execute and deliver any such supplemental indenture and
has taken all necessary corporate action for those purposes and any such
supplemental indenture has been executed and delivered and constitutes the
legal, valid and binding obligation of the Company enforceable in accordance
with its terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally from time to time in effect);

                           (iii)    the form and terms of such Securities have
been established in conformity with the provisions of this Indenture;

                           (iv)     all laws and requirements with respect to
the execution and delivery by the Company of such Securities has been complied
with and the authentication and delivery of any such Securities by the Trustee
will not violate the terms of the Indenture, the Company has the corporate power
to issue such Securities, and such Securities have been duly authorized and
delivered by the Company, and, assuming due authentication and delivery of such
Securities by the Trustee, such Securities constitute legal, valid and binding
obligations of the Company, enforceable in accordance with their terms (subject,
as to enforcement of remedies to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors' rights generally from
time to time in effect) and entitled to the benefits of this Indenture, equally
and ratably with all other Securities, if any, of such series Outstanding;

                           (v)      the amount of the Securities Outstanding,
including such Securities, does not exceed the amount at the time permitted by
law;

                           (vi)     this Indenture is qualified under the Trust
Indenture Act; and

                           (vii)    the issuance of such Securities will not
contravene the Articles of Incorporation or the By-Laws of the Company or result
in any violation of any of the terms or the provisions of any indenture,
mortgage or other agreement known to such counsel by which the Company is bound.

                           In addition, the opinion and the Officers'
Certificate will cover such other matters as the Trustee may reasonably request.

         SECTION 3.02      Denominations. The Securities of each series shall be
issuable in such denominations as shall be specified in the form of Security for
such series approved or established pursuant to Section 2.03 or in the Officers'
Certificate delivered pursuant to Section 3.01. In the absence of any
specification with respect to the Securities of any series,


                                       20
<PAGE>

the Securities of such series shall be issuable as Fully Registered Securities
in denominations of $1,000 or any integral multiple thereof, and shall be
payable in Dollars.

         SECTION 3.03      Execution, Authentication and Delivery. The
Securities and Coupons, if any, appertaining thereto, shall be executed on
behalf of the Company its Chairman, Vice Chairman, President or one of its
Executive Vice Presidents or Senior Vice Presidents under its corporate seal,
which may be in facsimile form and may be imprinted or otherwise reproduced
thereon and attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities and Coupons, if any,
appertaining thereto, may be manual or facsimile. 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 or Coupon that
has been duly authenticated and delivered by the Trustee.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities, and Coupons, if any,
appertaining thereto, of any series executed by the Company to the Trustee for
authentication; and the Trustee shall authenticate and deliver such Securities,
and Coupons, if any, appertaining thereto, to or upon a Company Order, an
Officers' Certificate and an Opinion of Counsel without any further action by
the Company.

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

         All Registered Securities shall be dated the date of their
authentication, provided, however, that if provided for in the form of Security,
interest may accrue from a date other than the authentication date.

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

         Notwithstanding the provisions of Section 3.01 and of this Section
3.03, if all Securities of a series are not to be originally issued at one time,
it shall not be necessary to deliver the Officers' Certificate or supplemental
indenture otherwise required pursuant to Section 3.01 or the Company Order,
Officers' Certificate and Opinion of Counsel required



                                       21
<PAGE>

pursuant to this Section 3.03 at or prior to the time of authentication of each
Security of such series if such documents are delivered at or prior to the time
of authentication upon original issuance of the first Security of such series to
be issued; provided, however, that any subsequent request by the Company to the
Trustee to authenticate Securities of such series shall constitute a
representation and warranty by the Company that as of the date of such request
the statements made in the Officers' Certificate delivered pursuant to Section
3.01 shall be true and correct on the date thereof as if made on and as of the
date thereof and that the Opinion of Counsel delivered at or prior to such time
of authentication shall relate to all subsequent issuances of Securities of such
series that are identical to the Securities issued in the first issuance of
Securities of such series.

         SECTION 3.04      Temporary Securities. Pending the preparation of
definitive Securities for any series, the Company may execute and upon Company
Order the Trustee shall authenticate and deliver temporary Securities for such
series (printed, lithographed, typewritten or otherwise reproduced, in each case
in form satisfactory to the Trustee). Temporary Securities of any series shall
be issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series in lieu of which they are issued 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. Temporary Securities may be issued as Registered Securities, or
Unregistered Securities, with or without one or more Coupons attached. 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 to a Holder at the Corporate
Trust Office of the Trustee, or, in the case of temporary Securities issued in
respect of Unregistered Securities of any series, at the Corporate Trust Office
of the Trustee located in a city specified elsewhere in this Indenture or
pursuant to Section 3.01, and the Trustee shall authenticate and deliver in
exchange for such temporary Securities an equal aggregate principal amount of
definitive Securities of the same series with appropriate Coupons, if any,
attached. Such exchange shall be made by the Company at its own expense and
without any charge therefor to a Holder except that in case of any such exchange
involving any registration of transfer the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto. Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series authenticated and delivered hereunder.

         SECTION 3.05      Registration, Registration of Transfer and Exchange.
Subject to the conditions set forth below, Securities of any series may be
exchanged for a like aggregate principal amount of Securities of the same series
of other authorized denominations. Securities to be exchanged shall be
surrendered together, in the case of Coupon Securities, with all unmatured
Coupons and matured Coupons in default appertaining thereto, at the offices or
agencies to be maintained by the Company for such purposes as provided in
Section 5.02, and the Company shall execute and register and the Trustee shall
authenticate and deliver in exchange therefor the Security or Securities which
the Holder making the exchange shall be entitled to receive.


                                       22
<PAGE>

         The Company shall keep or cause to be kept, at one of its said offices
or agencies, a register for each series of Securities issued hereunder which may
include Registered Securities (hereinafter collectively referred to as the
"Securities Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Registered
Securities of such series and shall register the transfer of Registered
Securities of such series as in this Article Three provided. The Securities
Register shall be in written form or in any other form capable of being
converted into written form within a reasonable time. The Trustee is hereby
appointed "Securities Registrar" for the purpose of registering Registered
Securities and registering transfers of Registered Securities as herein
provided. Subject to the provisions of Section 2.04, upon due presentment for
registration of transfer of any Security of any series at any such office or
agency, the Company shall execute and register, and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Registered Security or Securities of the same series for an equal aggregate
principal amount.

         At the option of the Holder thereof, Securities of any series, whether
Registered Securities or Unregistered Securities, which by their terms are
registrable as to principal only or as to principal and interest, may, to the
extent and under the circumstances specified pursuant to Section 3.01, be
exchanged for such Registered Securities with Coupons or Fully Registered
Securities of such series, as may be issued by the terms thereof. Securities of
any series, whether Registered Securities or Unregistered Securities, which by
their terms provide for the issuance of Unregistered Securities, may not, except
to the extent and under the circumstances specified pursuant to Section 3.01, be
exchanged for Unregistered Securities of such series. Unregistered Securities of
any series issued in exchange for Registered Securities of such series between
the record date for such Registered Securities 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 and interest will not be payable on such Interest Payment
Date in respect of the Registered Security issued in exchange for such
Unregistered Security, but will be payable only to the Holder of such Coupon
when due in accordance with the provisions of this Indenture.

         Upon presentation for registration of any Unregistered Security of any
series which by its terms is registrable as to principal, at the office or
agency of the Company to be maintained as provided in Section 5.02, 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 Securities Register of the Company upon
presentation of such Security at such office or agency for similar notation
thereon, but, to the extent permitted by law, such Security may be discharged
from registration by being in a like manner transferred to bearer, whereupon
transferability by delivery shall be restored. To the extent permitted by law,
Unregistered Securities shall continue to be subject to successive registrations
and discharges from registration at the option of the Holders thereof.

         Unregistered Securities and Coupons shall be transferred by delivery.
All Securities presented for registration of transfer or for exchange,
redemption or payment shall (if so required by the Company or the Securities
Registrar) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the


                                       23
<PAGE>

Company and the Securities Registrar duly executed by, the Holder thereof or his
attorney duly authorized in writing.

         Each Security issued upon registration of transfer or exchange of
Securities pursuant to this Section 3.05 shall be the valid obligation of the
Company, evidencing the same indebtedness and entitled to the same benefits
under this Indenture as the Security or Securities surrendered upon registration
of such transfer or exchange.

         No service charge shall be made to a Holder for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.04, 4.03 or 9.06 not involving any
transfer.

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

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

         SECTION 3.06      Mutilated, Defaced, Destroyed, Lost and Stolen
Securities or Coupons. In case any temporary or definitive Security or Coupon
shall become mutilated or defaced or be destroyed, lost or stolen, and in the
absence of notice to the Company or the Trustee that such Security or Coupon has
been acquired by a bona fide purchaser, the Company in the case of a mutilated
Security or Coupon shall, and in the case of a lost, stolen or destroyed
Security or Coupon may in its discretion, execute, and upon a Company Request,
the Trustee shall authenticate and deliver, a new Security with like Coupons, if
any, as those attached to the mutilated, destroyed, lost or stolen Security (so
that neither gain nor loss in interest shall result), of the same series, with a
duly executed Guarantee thereon, of like tenor and principal amount, and bearing
a number, letter or other distinguishing symbol not contemporaneously
outstanding, or a new Coupon, as appropriate, in exchange and substitution for
the mutilated Security or Coupon, or in lieu of and in substitution for the
Security or Coupon so destroyed, lost or stolen, or if any such Security or
Coupon shall have matured or shall be about to mature, instead of issuing a
substituted Security or Coupon, the Company in its discretion may pay or
authorize the payment of the same without surrender thereof (except in the case
of a mutilated Security or Coupon) instead of issuing a new Security or Coupon;
provided, however, that 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, unless otherwise provided pursuant to Section
3.01. In every case the applicant for a substituted Security or Coupon shall
furnish to the Company and the Trustee such security or indemnity as may be
required by them 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 evidence to their


                                       24
<PAGE>

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 under this
Section 3.06, 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.

         Every substitute Security or Coupon of any series issued pursuant to
the provisions of this Section 3.06 by virtue of the fact that any such Security
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 and Coupons of such series duly authenticated and delivered
hereunder. All Securities and Coupons shall be held and owned upon the express
condition that, to the extent permitted by law, the foregoing provisions of this
Section 3.06 are exclusive with respect to the replacement or payment of
mutilated, defaced or destroyed, lost or stolen Securities and Coupons and
shall, to the fullest extent permitted under applicable law, preclude any and
all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

         SECTION 3.07      Payment of Interest; Interest Rights Preserved.
Unless otherwise specified as contemplated by Section 3.01, interest on any
Fully Registered Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest if provided for
in the Board Resolution pursuant to Section 3.01. In the case of a Security
issued between a record date and the initial Interest Payment Date relating to
such record date, interest for the period beginning on the date of issue and
ending on such initial Interest Payment Date shall be paid to the person to whom
such Security shall have been originally issued. In the case of Coupon
Securities, the Holder of any Coupon shall be entitled to receive the interest,
if any, payable on such Interest Payment Date, upon surrender on such Interest
Payment Date of the Coupon appertaining thereto in respect of such interest.

         Any interest on any Fully Registered Security which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder; and
such Defaulted Interest may be paid by the Company at its election in each case,
as provided in Clause (1) or Clause (2) below:

                  (1)      The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names such Fully 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


                                       25
<PAGE>

Defaulted Interest proposed to be paid on each Fully Registered Security and the
date of the proposed payment, and at the same time the Company hall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be paid
in respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this Clause provided. Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 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 therefor to be mailed, first class, postage prepaid,
to each Holder of a Fully Registered Security at his address as it appears in
the Security Register, not less than 10 days prior to such Special Record Date.
The Trustee may, in its discretion, in the name and at the expense of the
Company or the Guarantor, as the case may be, cause a similar notice to be
published at least once in an Authorized Newspaper in the Place of Payment, but
such publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been given as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names the Fully
Registered Securities (or their respective Predecessor Securities) are
registered on such Special Record Date and shall no longer be payable pursuant
to the following Clause (2).

                  (2)      The Company may make payment of any Defaulted
Interest on any such Fully Registered Security in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Fully
Registered 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 manner of payment
shall be deemed practicable by the Trustee.

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

         SECTION 3.08      Persons Deemed Owners. The Company, the Trustee and
any agent of the Company or the Trustee may deem and treat the Person in whose
name any Registered Security shall be registered upon the Security Register for
such series as the absolute owner of such Security (notwithstanding any notation
of ownership or other writing thereon) for the purpose of receiving payment of
principal of, premium, if any, and (subject to Section 3.07), if such registered
Security is a Fully Registered Security, interest, if any, on, such Registered
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company shall
be affected by notice to the contrary. The Company, the Trustee, and any agent
of the Company or the Trustee may treat the Holder of any Unregistered Security
and the Holder of any Coupon, whether or not the Security to which such Coupon
appertained be registered, as the absolute owner of such Security or Coupon for
the purposes of receiving payment thereof or on account thereof and for all
other purposes


                                       26
<PAGE>

whatsoever whether or not such Security or Coupon be overdue, and neither the
Company, the Trustee, any Paying Agent nor any Security Registrar shall be
affected by notice to the contrary. All such payments so made to any Holder for
the time being, 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 such Security or Coupon.

         SECTION 3.09      Cancellation of Securities; Destruction Thereof. 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, if surrendered to the
Company or any Paying Agent or any Securities Registrar, shall be delivered to
the Trustee for cancellation or, if surrendered to the Trustee, shall be
cancelled by it, and no Securities or Coupons shall be authenticated and
delivered in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. The Trustee shall destroy cancelled Securities and Coupons
held by it and deliver a certificate of destruction to the Company. If the
Company shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such
securities, unless and until the same are delivered to the Trustee for
cancellation.

         SECTION 3.10      Computation of Interest. Except as otherwise
specified in the form of Security for any series approved or established
pursuant to Section 2.03 or in the Officers' Certificate delivered pursuant to
Section 3.01 with respect to Securities of any series, interest on the
Securities of each series shall be computed on the basis of a year of twelve
30-day months.

         SECTION 3.11      Currency and Manner of Payments in Respect of
Securities.

                           (a)      With respect to Registered Securities of any
series denominated in Dollars or in Foreign Currency or in any currency unit,
which hereafter shall include without limitation ECU, with respect to which the
Holders of Securities of such series have not made the election provided for in
paragraph (b) below, the following payment provisions shall apply:

                  (1)      Except as provided in subparagraph (a)(2) or in
paragraph (e) below, payment of the principal of and premium, if any, on any
Registered Security will be made at the Place of Payment by delivery of a check
in the currency or currency unit in which the Security is payable on the payment
date against surrender of such Registered Security, and any interest on any
Fully Registered Security will be paid at the Place of Payment by mailing a
check in the currency or currency unit in which such interest is payable to the
Person entitled thereto at the address of such Person appearing on the
Securities Register.

                  (2)      Payment of the principal of, premium, if any, and
(with respect to Fully Registered Securities only) 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.


                                       27
<PAGE>

                           (b)      With respect to Registered Securities of any
series denominated in any Foreign Currency or currency unit the following
payment provisions shall apply, except as otherwise provided in paragraphs (e)
and (f) below:

                  (1)      It may be provided pursuant to Section 3.01 with
respect to the Securities of such series that Holders shall have the option to
receive payments of principal of, premium, if any, and (with respect to Fully
Registered Securities only) interest, if any, on such Securities in any of the
currencies which may be designated for such election in such Securities by
delivering to the Trustee a written election, to be in form and substance
satisfactory to the Trustee, prior to 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 prior to 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 of such series with respect to
which notice of redemption has been given by the Company pursuant to Article
Four). Any Holder of any such Security who shall not have delivered any such
election to the Trustee prior to the close of business on the applicable record
date will be paid the amount due on the applicable payment date in the relevant
currency unit as provided in paragraph (a) of this Section 3.11. Payment of
principal of and premium, if any, shall be made on the payment date against
surrender of such Security. Payment of interest, if any, shall be made at the
Place of Payment by mailing at such location a check, in the applicable currency
or currency unit, to the Person entitled thereto at the address of such Person
appearing on the Securities Register.

                  (2)      Payment of the principal of, premium, if any, and
(with respect to Fully Registered Securities only) interest, if any, 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 or Guarantor by any
appropriate method.

                           (c)      Payment of the principal of and premium, if
any, on any Unregistered Security and of interest on any Coupon Security will be
made unless otherwise specified pursuant to Section 3.01 or Section 9.01(6) by a
Paying Agent at such place or places outside the United States as may be
designated by the Company or Guarantor pursuant to any applicable laws or
regulations by any appropriate method in the currency or currency unit 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 and premium, if any, or the relevant Coupon, in the case of
payment of interest, if any. 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 3.01
and Section 9.01(6) and as shall be required under applicable laws and
regulations.

                           (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 or currency unit in which each series
of the Securities is payable, the respective aggregate amounts of principal of,
premium, if any, and interest, if any, on the Securities to be made on such
payment date, specifying the amounts so payable in


                                       28
<PAGE>

respect of Fully Registered Securities, Registered Securities with Coupons and
Unregistered Securities and in respect of the Registered Securities as to which
the Holders of Securities denominated in any currency unit shall have elected to
be paid in another currency as provided in paragraph (b) above. If the election
referred to in paragraph (b) above has been provided for pursuant to Section
3.01 and if at least one Holder has made such election, then, not later than the
second Business Day preceding each payment date the Company will deliver to the
Trustee and each Paying Agent 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
denominated in a currency unit who have elected payment in such currency as
provided in paragraph (b) above shall be determined by the Company on the basis
of the applicable Official Currency Unit Exchange Rate set forth in the
applicable Exchange Rate Officer's Certificate.

                           (e)      If a Foreign Currency in which any of the
Securities are denominated or payable ceases to be used both by the government
of the country which issued such currency and for the settlement of transactions
by public institutions of or within the international banking community, or if
the ECU ceases to be used both within the European Monetary System and for the
settlement of transactions by public institutions of or within the European
Communities, or if any other currency unit in which a Security is denominated or
payable ceases to be used for the purposes for which it was established, then
with respect to each date for the payment of principal of, or premium, if any,
and interest, if any, on the applicable Securities denominated or payable in
such Foreign Currency, the ECU or such other currency unit occurring after the
last date on which such Foreign Currency, the ECU or such other currency unit
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
or the Guarantor to the Paying Agent and by the Paying Agent to the Holders of
such Securities with respect to such payment date shall be the Dollar Equivalent
of the Foreign Currency or, in the case of a currency unit, the Dollar
Equivalent of the Currency Unit as determined by the Dollar Determination Agent
as of the record date, if any, with respect to any Interest Payment Date, or the
fifteenth day before the Maturity of an installment of principal (the "Valuation
Date"), in the manner provided in paragraph (g) or (h) below.

                           (f)      If the Holder of a Registered Security
denominated in a currency unit elects payment in a specified Foreign Currency as
provided for by paragraph (b) and such Foreign Currency ceases to be used both
by the government of the country which issued such currency and for the
settlement of transactions by public institutions of or within the international
banking community, such Holder shall receive payment in such currency unit, and
if ECU ceases to be used both within the European Monetary System and for the
settlement of transactions by public institutions of or within the European
Communities, or if any other such currency unit ceases to be used for the
purposes for which it was established, such Holder shall receive payment in
Dollars.

                           (g)      The "Dollar Equivalent of the Foreign
Currency" shall be determined by, and shall be set forth in a certificate
delivered to the Company, the Trustee and each Paying Agent of, the Dollar
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 Valuation Date.



                                       29
<PAGE>
                      (h) The "Dollar Equivalent of the Currency Unit" shall be
determined by, and shall be set forth in a certificate delivered to the Company,
the Trustee and each Paying Agent of, the Dollar 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.

                      (i) For purposes of Section 3.11 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.

                      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 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 divided by the number of currencies into which such Component Currency
was divided, and such amounts shall thereafter be Specified Amounts and such
currencies shall thereafter be Component Currencies.

                      "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
Dollar 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 Dollar Determination Agent shall deem appropriate.
Unless otherwise specified by the Dollar 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 Dollar
Determination Agent regarding the Dollar Equivalent of the Foreign Currency, the
Dollar Equivalent of


                                       30

<PAGE>


the Currency Unit and the Market Exchange Rate shall be in its sole discretion
and shall, in the absence of manifest error, be conclusive for all purposes and
irrevocably binding upon the Company, the Trustee, any Paying Agent and all
Holders of the Securities and Coupons denominated or payable in the relevant
currency or currency units. In the event that a Foreign Currency ceases to be
used both by the government of the country which issued such currency and for
the settlement of transactions by public institutions of or within the
international banking community, 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 1.06 to the Holders)
specifying the Conversion Date. In the event the ECU ceases to be used both
within the European Monetary System and for the settlement of transactions by
public institutions of or within the European Communities, or any other currency
unit in which Securities or Coupons are denominated or payable, ceases to be
used for the purposes for which it was established, 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 1.06 to
the 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
conclusively and acting upon information received by it from the Company and the
Dollar Determination Agent, if any, and shall not have any duty or obligation to
determine such information independently.

                                  ARTICLE FOUR

                            REDEMPTION OF SECURITIES

         SECTION 4.01 Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

         SECTION 4.02 Notice of Redemption; Selection of Securities. In case the
Company shall desire to exercise the right to redeem all, or, as the case may
be, any part of the Securities of any series (or all or part of the Unregistered
Securities of such series or all or any part of the Registered Securities of
such series, if the terms and conditions of redemption shall differ with respect
to Unregistered Securities and Registered Securities of such series as specified
in the terms of such Securities established pursuant to Section 3.01) in
accordance with their terms, it shall fix a Redemption Date and shall provide
notice of such redemption to the Trustee at least 60 days prior to such
Redemption Date, and at least 30 and not more than 60 days prior to such
Redemption Date to the Holders of Securities of such series so to be redeemed as
a whole or in part in the manner provided in Section 1.06.

         Each such notice of redemption shall specify the Redemption Date, the
Redemption Price, the Place or Places of Payment, that the Securities of such
series are being redeemed at the option of the Company pursuant to provisions
contained in the terms of the Securities of such series or in a supplemental
indenture establishing such series, if such be the case, together with a brief
statement of the facts permitting such redemption, that payment will be made
upon presentation and surrender of the applicable Securities, that,


                                       31

<PAGE>


unless otherwise specified in such notice, Coupon Securities of any series, if
any, surrendered for payment must be accompanied by all Coupons, if any,
maturing subsequent to the date fixed for redemption, failing which the amount
of any such missing Coupon or Coupons will be deducted from the sum due for
payment, that any interest accrued to the Redemption Date will be paid as
specified in said notice, and that on and after said Redemption Date any
interest thereon or on the portions thereof to be redeemed will cease to accrue.
If less than all the Securities of any series are 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 any
series is to be redeemed in part only, the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that on
and after the Redemption Date, 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 and with appropriate Coupons will
be issued, or, in the case of Securities providing appropriate space for such
notation, at the option of the Holders, the Trustee, in lieu of delivering a new
Security or Securities as aforesaid, may make a notation on such Security of the
payment of the redeemed portion thereof.

         On or before (but at least one Business Day before, in the case of
payments made in a currency or currency unit other than Dollars) the Redemption
Date with respect to the Securities of any series stated in the notice of
redemption given as provided in this Section 4.02, the Company will deposit with
the Trustee or with one or more Paying Agents 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 as contemplated
by Section 3.01 for the Securities of such series and except as provided in
Sections 3.11(b), 3.11(e) and 3.11(f) of this Indenture) sufficient to redeem on
such Redemption Date all the Securities or portions thereof so called for
redemption at the applicable Redemption Price, together with accrued interest to
such Redemption Date.

         If fewer than all the Securities of a series are to be redeemed (except
in the case of a redemption in whole of the Unregistered Securities, the Coupon
Securities, the Registered Securities or the Fully Registered Securities of such
series), the Company will give the Trustee written notice not less than 60 days
prior to the Redemption Date as to the aggregate principal amount of Securities
to be redeemed and the Trustee shall select, not more than 60 days prior to the
Redemption Date and in such manner as in its sole discretion it shall deem
appropriate and fair, the Securities of such series or portions hereof (in
multiples of 1,000 in the currency or currency unit in which the Securities of
such series are denominated, except as otherwise set forth in the applicable
form of Security) to be redeemed.

         SECTION 4.03 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities of the series specified in such notice shall become due and payable
on the Redemption Date and at the place or places stated in such notice at the
applicable Redemption Price, together with any interest accrued to such
Redemption Date, and on and after said Redemption Date (unless the Company shall
default in the payment of such Securities at the applicable Redemption Price,
together with any interest accrued to said Redemption Date) any


                                       32

<PAGE>


interest on the Securities or portions of Securities of any series so called for
redemption shall cease to accrue. On presentation and surrender of such
Securities and all Coupons, if any, appertaining thereto at a Place of Payment
in such notice specified, such Securities and Coupons or the specified portions
thereof shall be paid and redeemed by the Company at the applicable Redemption
Price, together with any interest accrued thereon to the applicable Redemption
Date in the currency or currency unit in which the Securities of such series and
the Coupons, if any, appertaining thereto are payable (except as otherwise
specified as contemplated by Section 3.01 for the Securities of such series and
except as provided in Sections 3.11(b), 3.11(e) and 3.11(f) of this Indenture).

         If any Coupon Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing on or after the Redemption Date,
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 such 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 3.01 or Section 9.01(6), 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.

         Upon presentation of any Security redeemed in part only and the
Coupons, if any, 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 of such series and the
Coupons, if any, appertaining thereto, of authorized denominations, in principal
amount equal to the unredeemed portion of the Securities so presented.

         SECTION 4.04 Sinking Funds.

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

                      The minimum amount of any sinking fund payment provided
for by the terms of the Securities of any series is hereinafter referred to as a
"mandatory sinking fund payment," and any payment in excess of such minimum
amount provided for by the terms of the Securities of any series is herein
referred to as "optional sinking fund payment."

                      (b) In lieu of making all or any part of any mandatory
sinking fund payment with respect to any Securities of a series in cash, the
Company may, at its option, deliver to the Trustee Outstanding Securities of
such series (together with the unmatured Coupons, if any, appertaining thereto)
theretofore purchased or otherwise acquired by the Company, except Securities of
such series which have been redeemed or previously called for redemption through
the application of mandatory or optional sinking fund payments pursuant to the
terms of the Securities of such series, accompanied by a


                                       33

<PAGE>


Company Order instructing the Trustee to credit such obligations and stating
that the Securities of such series were originally issued by the Company by way
of bona fide sale or other negotiation for value; provided that such Securities
have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such mandatory sinking fund payment shall be reduced accordingly.

                      (c) Not less than 60 days prior to each sinking fund
payment date for any series of Securities, the Company will deliver to the
Trustee a certificate signed by the Treasurer or any Assistant Treasurer of the
Company specifying the amount of the next ensuing sinking fund payment for such
series pursuant to the terms of such series, the portion thereof, if any, which
is to be satisfied by payment of cash in the currency or currency unit in which
the Securities of such series and the Coupons, if any, appertaining thereto are
payable (except as otherwise specified as contemplated by Section 3.01 for the
Securities of such series and except as provided in Sections 3.11(b), 3.11(e)
and 3.11(f) of this Indenture) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of such series pursuant to
subsection (b) of this Section and which Securities are to be delivered and
whether the Company intends to exercise its right to make a permitted optional
sinking fund payment with respect to such series. Such certificate shall be
irrevocable and upon its delivery the Company shall be obligated to make the
cash payment or payments (in the currency or currency unit described above)
therein referred to, if any, on or before the next succeeding sinking fund
payment date. In the case of the failure of the Company to deliver such
certificate (or to deliver the Securities and Coupons, if any, specified in such
certificate within the time period specified in subsection (b) of this Section),
the sinking fund payment due on the next succeeding sinking fund payment date
for such series shall be paid entirely in cash (in the currency or currency unit
described above) and shall be sufficient to redeem the principal amount of the
Securities of such series subject to a mandatory sinking fund payment without
the right to deliver or credit Securities as provided in subsection (b) of this
Section and without the right to make any optional sinking fund payment, if any,
with respect to such series.

                      Any sinking fund payment or payments (mandatory or
optional) made in cash (in the currency or currency unit described above) plus
any unused balance of any preceding sinking fund payments made with respect to
the Securities of any particular series shall be applied by the Trustee on the
sinking fund payment date on which such payment is made (or, if such payment is
made before a sinking fund payment date, on the sinking fund payment date
following the date of such payment) to the redemption of Securities of such
series at the Redemption Price specified in such Securities with respect to the
sinking fund together with accrued interest, if any, to the applicable
Redemption Date. Any excess sinking fund moneys not so applied or allocated by
the Trustee to the redemption of Securities shall be added to the next sinking
fund payment received by the Trustee for such series and, together with such
payment (or such amount so segregated) shall be applied in accordance with the
provisions of this subsection (c) of this Section 4.04. Any and all sinking fund
moneys with respect to the Securities of any particular series held by The
Trustee on the last sinking fund payment date with respect to Securities of such
series and not held for the payment or redemption of particular Securities of
such series shall be applied by the Trustee together with other moneys, if
necessary, to be deposited (or segregated) sufficient for the purpose, to the
payment of the principal of the Securities of


                                       34

<PAGE>


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 Holders may be entitled.

                      The Trustee shall select or cause to be selected the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in the last paragraph of Section 4.02 and the Company shall cause
notice of the redemption thereof to be given in the manner provided in Section
4.02 except that the notice of redemption shall also state that the Securities
are being redeemed by operation of the sinking fund and whether the sinking fund
payment is mandatory or optional, or both, as the case may be. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 4.03.

                      On or before the opening of business on (but at least one
Business Day before, in the case of payments made in a currency or currency unit
other than Dollars) each sinking payment date, the Company shall pay to the
Trustee in cash (in the currency or currency unit described in the first
paragraph of this subsection 4.04(c)) a sum equal to the principal and any
interest accrued to the Redemption Date for Securities or portions thereof to be
redeemed on such sinking fund payment date pursuant to this Section.

                                  ARTICLE FIVE

                                    COVENANTS

         SECTION 5.01 Payment of Principal, Premium and Interest; Compliance
with Terms. With respect to each series of Securities, the Company will duly and
punctually pay the principal of, premium, if any, and interest on the Securities
of such series in accordance with the terms of the Securities of such series of
Securities, any Coupons appertaining thereto and this Indenture, net of any
taxes required to be withheld, and will duly comply with all the other terms,
agreements and conditions contained in, or made in this Indenture for the
benefit of, the Securities of such series. Each installment of interest on the
Registered Securities of any series may be paid by mailing checks for such
interest payable to or upon the written order of the Holders of Registered
Securities entitled thereto as they shall appear on the registry books of the
Company.

         The interest on Coupon 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. The interest, if any, 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 other installments of interest, if any,
only upon presentation of such Security for notation thereon of the payment of
such interest.

         SECTION 5.02 Maintenance of Agency. The Company shall maintain an
office or agency in the Borough of Manhattan, The City of New York, where
Registered Securities


                                       35

<PAGE>


may be presented or surrendered for payment and for registration of transfer or
exchange and an agency where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company hereby
respectively appoints the Trustee its initial office or agency for the purpose
of this Section 5.02. So long as any Coupon Securities or Unregistered
Securities of any series remain Outstanding, the Company will (except as
specified pursuant to Section 3.01 or Section 9.01(6)) 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 3.01, 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 3.05 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 any change in the location of any such office or agency. If at any
time the Company shall fail to maintain such agency or shall fail to furnish the
Trustee with the address thereof, presentations, surrenders, notices and demands
in respect of Registered Securities may be made or served at the Principal
Corporate Trust Office, 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 Principal Corporate Trust Office in the
other city or cities referred to above, if any; and the Company hereby appoints
the Trustee their agent to receive all such presentations, surrenders, notices
and demands. The Company agrees to appoint and continue to maintain the
appointment of a Dollar Determination Agent, if necessary, to perform the
functions set forth herein for the Dollar Determination Agent.

         The Company, by written notice to the Trustee, may also from time to
time designate one or more other offices or agencies where Securities may be
presented for any or all such purposes, and, by like notice, may from time to
time rescind such designations.

         SECTION 5.03 Money for Security Payments To Be Held in Trust. If the
Company shall at any time act as its own Paying Agent for any series of
Securities, it will, on or before each due date of the principal of, premium, if
any, or interest on any of the Securities of such series, and the Coupons, if
any, appertaining thereto, set aside, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal,
premium or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of,
premium, if any, or interest on any Securities of such series, and Coupons, if
any, appertaining thereto, deposit, subject to Section 4.04(c), with a Paying
Agent a sum sufficient to pay the principal, premium or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

         The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying


                                       36

<PAGE>


Agent shall agree with the Trustee and the Company, subject to the provisions of
this Section, that such Paying Agent will:

                      (1) hold all sums held by it for the payment of principal
of or premium, if any, or any interest on Securities of such series or any
Coupon appertaining thereto in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to said Persons or otherwise disposed of
as herein provided;

                      (2) give the Trustee notice of any default by the Company
(or any other obligor upon the Securities of such series) in the making of any
payment of principal of, premium or interest on the Securities of such series or
Coupon, if any, appertaining thereto; and

                      (3) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent.

                      The Company may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such sums.

                      Any money deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the principal of or
premium, if any, or interest on any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for 2 years after such principal or
interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security or Coupon, if any, appertaining thereto shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the company cause to be published once, in an Authorized Newspaper in
the Place of Payment, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company. The Trustee may also adopt and employ, at the expense of
the Company, any other reasonable means of notification of such proposed
repayment (including, but not limited to, mailing notice of such proposed
repayment to Registered Holders whose names appear on the Security Register and
whose holdings of Registered Securities have not yet been surrendered for
redemption or whose right to interest moneys due and payable but not claimed is
determinable from the records of any Paying Agent or the Trustee, at the last
address of record for each such Holder).

         SECTION 5.04 Certification of Compliance of the Company. The Company
will promptly notify the Trustee, upon obtaining knowledge of any default under
this


                                       37

<PAGE>
Indenture and shall comply with the provisions of Section 314(a)(4) of the Trust
Indenture Act.

         SECTION 5.05 Corporate Existence. Subject to Article Ten, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its respective corporate existence, rights (charter and
statutory) and franchises and the corporate existence, rights (charter and
statutory) and franchises of all Subsidiaries other than the Company; provided,
however, that the Company shall not be required to, or to cause any such
Subsidiary to, preserve any right or franchise or to keep in full force and
effect the corporate existence of any such Subsidiary if the Company shall
determine that the keeping in existence or preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders of
Securities or Coupons, if any, appertaining thereto.

         SECTION 5.06 Waiver of Covenants. The Company may omit in respect of
any series of Securities in any particular instance to comply with any covenant
or condition set forth in Section 5.05 hereof, if before or after the time for
such compliance the Holders of a majority in principal amount of the Securities
of such series at the time Outstanding shall, by Act of such Holders of
Securities, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect.

                                   ARTICLE SIX

           SECURITY HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 6.01 Company To Furnish Trustee Names and Addresses of Security
Holders. In accordance with Section 312(a) of the Trust Indenture Act, the
Company will furnish or cause to be furnished to the Trustee (a) semiannually
and not more than 10 days after the Regular Record Date for each series, a list,
in such form as the Trustee may reasonably require, of the names and addresses
of the Holders of Registered Securities of such series as of such date, and on
dates to be determined pursuant to Section 3.01 for noninterest bearing
Securities of such series in each year, and (b) at such other times as the
Trustee may request in writing, within 30 days after receipt by the Company of
any such request, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished, except that, so long as the
Trustee is Security Registrar, no such list need be furnished.

         The Company shall also be required to furnish such information which is
known to it concerning the Holders of Coupons and Unregistered Securities;
provided, however, that the Company shall have no obligation to investigate any
matter relating to the name and address of any Holder of an Unregistered
Security or any Holder of a Coupon.

         SECTION 6.02 Preservation of Information; Communications to Security
Holders. The Trustee shall comply with the obligations imposed upon it pursuant
to


                                       38

<PAGE>


Section 312 of The Trust Indenture Act, subject to the exculpation from
liability contained in Section 312(c) of such Act.

         SECTION 6.03 Reports by Trustee. The Trustee shall comply with the
provisions of Section 313 of the Trust Indenture Act.


         SECTION 6.04 Reports by Company and Guarantor. The Company shall Comply
with the provisions of Section 314(a)(1)(2) and (3) of the Trust Indenture Act.

                                  ARTICLE SEVEN

                                    REMEDIES

         SECTION 7.01 Events of Default and Defaults.

                      (a) "Event of Default", with respect to any Senior Debt
Securities, wherever used herein, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) unless such event is either inapplicable to
a particular series or is specifically deleted or modified in the applicable
Board Resolution or in the supplemental indenture under which such series of
Securities is issued, as the case may be, as contemplated by Section 3.01:

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

                  (2) default in the payment of the principal of (including any
sinking fund payment or analogous obligation) or premium, if any, on any
Security of such series as and when the same shall become due and payable either
at Maturity, upon redemption, by declaration or otherwise;

                  (3) default in the performance, or breach, of any covenant or
warranty of the Company in respect of the Securities of such series (other than
a covenant or warranty a default in the performance of which or the breach of
which is elsewhere in this Section specifically dealt with), and continuance of
such default or breach for a period of 90 days after there has been given to the
Company by the Trustee, by registered or certified mail, or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of such series, a written notice specifying such default
or breach and requiring it to be remedied;

                  (4) the entry of a decree or order by a court having
jurisdiction in the premises for relief in respect of the Company under Title 11
of the United States Code, as now constituted or as hereafter amended, or any
other applicable Federal or State bankruptcy law or other similar law, or
appointing a receiver, trustee or other similar official of the Company or
ordering the winding-up or liquidation of its affairs and the continuance of any
such decree or order unstayed and in effect for a period of 60 consecutive days;


                                       39

<PAGE>


                  (5) the filing by the Company a petition or answer or consent
seeking relief under Title 11 of the United States Code, as now constituted or
as hereinafter amended, or any other applicable Federal or State bankruptcy law
or other similar law, or the consent by it to the institution of proceedings
thereunder or to the filing of any such petition or to the appointment or taking
possession of a receiver, trustee, custodian or other similar official of the
Company shall fail generally to pay its debts as such debts become due or shall
take any corporate action in furtherance of any such action; or

                  (6) any other Event of Default provided in the supplemental
indenture under which such series of Securities is issued or in the form of
Security for such series.

                      (b) "Event of Default," with respect to any Subordinated
Debt Securities, wherever used herein, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) unless such event is either inapplicable to
a particular series or is specifically deleted or modified in the applicable
Board Resolution or in the supplemental indenture under which such series of
Securities is issued, as the case may be, as contemplated by Section 3.01:

                  (1) the entry of a decree or order by a court having
jurisdiction in the premises for relief in respect of the Company under Title 11
of the United States Code, as now constituted or as hereafter amended, or any
other applicable Federal or State bankruptcy law or other similar law, or
appointing a receiver, trustee or other similar official of the Company or
ordering the winding-up or liquidation of its affairs and the continuance of any
such decree or order unstayed and in effect for a period of 60 consecutive days;

                  (2) the filing by the Company of a petition or answer or
consent seeking relief under Title 11 of the United States Code, as now
constituted or as hereinafter amended, or any other applicable Federal or State
bankruptcy law or other similar law, or the consent by it to the institution of
proceedings thereunder or to the filing of any such petition or to the
appointment or taking possession of a receiver, trustee, custodian or other
similar official of the Company, shall fail generally to pay its debts as such
debts become due or shall take any corporate action in furtherance of any such
action; or

                  (3) any other Event of Default provided in the supplemental
indenture under which such series of Securities is issued or in the form of
Security for such series.

                      (c) "Default" with respect to any Subordinated Debt
Securities, wherever used herein, means any one of the following events
(whatever the reason for such Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) unless such Default is either inapplicable
to a particular series or is specifically deleted or modified in the applicable


                                       40

<PAGE>

Board Resolution or in the supplemental indenture under which such series of
Securities is issued, as the case may be, as contemplated by Section 3.01:

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

                  (2) default in the payment of the principal of (including any
sinking fund payment or analogous obligation) or premium, if any, on any
Security of such series as and when the same shall become due and payable either
at Maturity, upon redemption, by declaration or otherwise;

                  (3) default in the performance, or breach, of any covenant or
warranty of the Company in respect of the Securities of such series (other than
a covenant or warranty a default in the performance of which or the breach of
which is elsewhere in this Section specifically dealt with), and continuance of
such default or breach for a period of 90 days after there has been given to the
Company by the Trustee, by registered or certified mail, or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of such series, a written notice specifying such default
or breach and requiring it to be remedied; or

                  (4) any other Default provided in the supplemental indenture
under which such series of Securities is issued or in the form of Security for
such series.

         SECTION 7.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to any series of Securities occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Securities Outstanding of such
series may declare the principal (or, if Securities of such series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of the Securities of such series) of all the Securities
of such series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders of Securities), and upon any
such declaration the same shall become immediately due and payable.

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

                  (1) the Company has paid or deposited 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 specifically contemplated by
Section 3.01 for the Securities of such series and except as provided in
Sections 3.11(b), 3.11(e) and 3.11(f) of this Indenture)

                      (A) all overdue installments of interest on all Securities
of such series,


                                       41

<PAGE>


                      (B) (in the currency or currency unit described above) the
principal of (and premium, if any, on) any Securities of such series which have
become due otherwise than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefor by the terms of the Securities
of such series,

                      (C) to the extent that payment of such interest is lawful,
interest upon overdue installments of interest at the rate or rates prescribed
therefor by the terms of the Securities of such series, and

                      (D) in Dollars all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, except as a result of negligence or bad
faith; and

                  (2) all Events of Default or Defaults, other than the
nonpayment of the principal of Securities of such series which have become due
solely by such acceleration, have been cured or waived as provided in Section
7.13.

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

                  In case the Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other 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 several
positions and rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such proceedings had been
taken.

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

         SECTION 7.03 Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

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

                  (2) default is made in the payment of the principal of
(including any sinking fund payment or analogous obligation) or premium, if any,
on any Security of any series, whether upon Maturity or upon any redemption or
by declaration or otherwise, the Company will, upon demand of the Trustee, pay
to it, for the benefit of the Holders of


                                       42

<PAGE>


Securities of such series, and Coupons, if any, appertaining thereto, the whole
amount then due and payable on Securities of such series and matured Coupons, if
any, appertaining thereto for principal, premium, if any, and interest, with
interest upon the overdue principal and premium, if any, and to the extent that
payment of such interest is lawful, upon overdue installments of interest, at
the rate or rates prescribed therefor by the terms of 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 the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

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

                  If an Event of Default or a Default with respect to any series
of Securities occurs 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 such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

         SECTION 7.04 Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities and Coupons, if any,
appertaining thereto or the property of the Company or of such other obligor or
their creditors, the Trustee (irrespective of whether the principal of any
Securities and any amounts owed pursuant to Coupons, if any, appertaining
thereto shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for payment of overdue principal, premium or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

                      (i) to file and prove a claim for the whole amount of
principal, premium, if any, and interest owing and unpaid in respect of any
Securities and Coupons, if any, appertaining thereto and to file such other
papers or documents as may be necessary or advisable in order to have the claim
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the
Holders of Securities of any series and Coupons, if any, appertaining thereto
allowed in such judicial proceeding, and

                      (ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder of
Securities or Coupons, if any, appertaining thereto to make such payments to the
Trustee, and in the event that the


                                       43

<PAGE>



Trustee shall consent to the making of such payments directly to the Security
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 8.07. To the extent
that such payment of reasonable compensation, expenses, disbursements, advances
and other amounts out of the estate in any such proceedings shall be denied for
any reason, payment of the same shall be secured by a lien on, and shall be paid
out of, any and all distributions, dividends, moneys, securities and other
property which the Holders of the Securities or Coupons may be entitled to
receive in such proceedings, whether in liquidation or under any plan of
reorganization or arrangement or otherwise.

                      Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder of
Securities or Coupons, if any, appertaining thereto any plan of reorganization,
arrangement, adjustment or composition affecting the Securities and Coupons, if
any, appertaining thereto or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder of Securities or
Coupons, if any, appertaining thereto in any such proceeding.

         SECTION 7.05 Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or under the
Securities of any series or Coupons, if any, appertaining thereto may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities of such series or Coupons, if any, appertaining thereto or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities or Coupons in respect of which such judgment has been
recovered.

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

         SECTION 7.06 Application of Money Collected. Any money collected by the
Trustee pursuant to this Article with respect to a series of Securities or
Coupons, if any, appertaining thereto (other than sums held in trust for the
benefit of the Holders of particular Securities or Coupons) shall be applied in
the following order, at the date or dates fixed by the Trustee and in the case
of the distribution of such money on account of principal, premium, if any, or
interest, upon presentation (except in respect of Subdivision FIRST below) of
the Securities of such series and Coupons, if any, appertaining thereto, and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
Section 8.07.


                                       44

<PAGE>


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

                  THIRD: The balance, to the Person or Persons lawfully entitled
thereto, or as a court of competent jurisdiction may direct.

         SECTION 7.07 Limitation on Suits. No Holder of any security of any
series or Coupon, if any, appertaining thereto shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:

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

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

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

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

                  (5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of such series; it being
understood and intended that no one or more Holders of Securities of such series
or Coupons, if any, appertaining thereto shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb, or prejudice the rights of any other Holders of Securities of
such series or Coupons, if any, appertaining thereto or to obtain or to seek to
obtain priority or preference over any other such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all the Holders of Securities of such series and
Coupons, if any, appertaining thereto.

         SECTION 7.08 Unconditional Right of Security Holders To Receive
Principal, Premium and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Security or Coupon, if any, appertaining thereto
shall have the right which is absolute and unconditional to receive payment of
the principal of and premium, if any, and (subject to Section 3.07) interest on
such Security or a Coupon on the respective Stated Maturities expressed in such
Security or Coupon (or, in the case of redemption or repayment, on the
Redemption Date or Repayment Date, as the case may be) at the respective places,
at the respective times, at the respective rates, in the respective amounts


                                       45

<PAGE>


and in the coin, currency, or currency unit therein and herein prescribed, and
to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder.

         SECTION 7.09 Restoration of Rights and Remedies. If the Trustee or any
Holder of any Security or Coupon, if any, appertaining thereto has instituted
any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder of any Security or Coupon,
if any, appertaining thereto, then and in every such case the Company, the
Trustee and the Holders of any Security or Coupons, if any, appertaining thereto
shall, subject to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Trustee and such Holders shall continue as though no such
proceeding had been instituted.

         SECTION 7.10 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of any Securities or
Coupons, if any, appertaining thereto 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.

         SECTION 7.11 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security or Coupon, if any, appertaining thereto
to exercise any right or remedy accruing upon any Event of Default or any
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or Default or an acquiescence therein. Every right and remedy
given by this Article or by law to the Trustee or to the Holders of any Security
or Coupon, if any, appertaining thereto may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by such Holders, as the
case may be.

         SECTION 7.12 Control by Security Holders. The Holders of a majority in
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee under this Indenture with respect to Securities of such series,
provided that

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

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

                  (3) the Trustee need not take any action which it determines
might involve it in personal liability or would be unduly prejudicial to the
Holders of Securities of such series not joining in such direction.


                                       46

<PAGE>


         SECTION 7.13 Waiver of Past Defaults. The Holders of a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series waive any past default
hereunder and its consequences, except a default

                  (1) in the payment of the principal of or premium, if any, or
interest on any Security of such series or Coupon, if any, appertaining thereto,
or in the payment of any sinking fund installment or analogous obligation with
respect to Securities of such series, or

                  (2) in respect of a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected. Upon any such waiver, such
default shall cease to exist, and any Event of Default or Default arising
therefrom shall be deemed to have been cured, for every purpose in respect of
the Securities of such series under this Indenture; but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon.

         SECTION 7.14 Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security or Coupon, if any, appertaining thereto
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 or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder of any Security, or group of
Holders of any Security, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder of Securities or Coupons, if any, appertaining thereto for the
enforcement of the payment of the principal of, premium, if any, or interest on
any Security or Coupon, if any, appertaining thereto on or after the respective
Stated Maturities expressed in such Security or Coupon (or, in the case of
redemption or repayment, on or after the Redemption Date or Repayment Date, as
the case may be).

         SECTION 7.15 Waiver of Stay or Extension Laws. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of any stay or extension law wherever enacted, now or any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefits or advantages of any such law, and covenants that
it will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

         SECTION 7.16 Judgment Currency. If for the purpose of obtaining a
judgment in any court with respect to any obligation of the Company hereunder or
under any Security or Coupon it shall become necessary to convert into any other
currency or currency


                                       47

<PAGE>


unit any amount in the currency or currency unit due hereunder or under such
Security or Coupon, then such conversion shall be made at the Conversion Rate as
in effect on the date the Company shall make payment to any Person in
satisfaction of such judgment. If pursuant to any such judgment, conversion
shall be made on a date other than the date payment is made and there shall
occur a change between such Conversion Rate and the Conversion Rate as in effect
on the date of payment, the Company agrees to pay such additional amounts (if
any) as may be necessary to ensure that the amount paid is the amount in such
other currency or currency unit which, when converted at the Conversion Rate as
in effect on the date of payment or distribution, is the amount then due
hereunder or under such Security or Coupon. Any amount due from the Company
under this Section 7.16 shall be due as a separate debt and is not to be
affected by or merged into any judgment being obtained for any other sums due
hereunder or in respect of any Security or Coupon. In no event, however, shall
the Company be required to pay more in the currency or currency unit due
hereunder or under such Security or Coupon at the Conversion Rate as in effect
when payment is made than the amount of currency or currency unit stated to be
due hereunder or under such Security or Coupon so that in any event the
Company's obligations hereunder or under such Security or Coupon will be
effectively maintained as obligations in such currency or currency unit.

         For purposes of this Section 7.16, "Conversion Rate" shall mean the
spot rate at which in accordance with normal banking procedures the currency or
currency unit into which an amount due hereunder or under any Security or Coupon
is to be converted could be purchased with the currency or currency unit due
hereunder or under any Security or Coupon from major banks located in New York,
London or any other principal market for such purchased currency or currency
unit.

                                  ARTICLE EIGHT

                                   THE TRUSTEE

         SECTION 8.01 Certain Duties and Responsibilities.

                      (a) The Trustee shall comply with, and be subject to, the
provisions of Section 315 of the Trust Indenture Act.

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

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

         SECTION 8.02 Notice of Defaults. Within 90 days after the occurrence of
any default hereunder with respect to any series of Securities, the Trustee
shall transmit in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or


                                       48

<PAGE>


waived; provided, however, that, except in the case of a default in the payment
of the principal of or premium, if any, or interest on any Security of such
series, or in the payment of any sinking fund installment or analogous
obligation with respect to 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 and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Holders of Securities of such series and any
Coupons appertaining thereto; and provided, further, that in the case of any
default of the character specified in Section 7.01(3) no such notice to Holders
of Securities of such series shall be given until at least 60 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default or a Default.

         SECTION 8.03 Certain Rights of Trustee. Except as otherwise provided in
Section 8.01:

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

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

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

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

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

                      (f) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry


                                       49

<PAGE>


or investigation, it shall be entitled to examine the books, records and
premises of the Company and the Guarantor, personally or by agent or attorney;

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

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

         SECTION 8.04 Not Responsible for Recitals or Issuance of Securities .
The recitals contained herein and in the Securities, except the certificates of
authentication, shall be taken as the statement of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or Coupons, if any, appertaining thereto. The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

         SECTION 8.05 May Hold Securities. The Trustee, any Paying Agent,
Securities Registrar, or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities or Coupons
and, subject to Sections 8.08 and 8.13, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Paying Agent, Securities
Registrar or such other agent.

         SECTION 8.06 Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.

         SECTION 8.07 Compensation and Reimbursement. The Company jointly and
severally agrees:

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

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

                  (3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on its part, arising


                                       50

<PAGE>


out of or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

                      As security for the performance of the obligations of the
Company under this Section the Trustee shall have a lien prior to the Securities
and Coupons, if any, appertaining thereto and Guarantees upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the payment of principal of or premium or interest on particular Securities and
Coupons, if any, appertaining thereto.

         SECTION 8.08 Qualification of Trustee; Conflicting Interests. The
Trustee for the Securities of any series issued hereunder shall be subject to
the provisions of Section 310(b) of the Trust Indenture Act during the period of
time provided for therein. In determining whether the Trustee has a conflicting
interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the Securities of any series, there shall be excluded this Indenture with
respect to Securities of any particular series other than that series. Nothing
herein shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of Section 310(b) of the Trust
Indenture Act.

         SECTION 8.09 Persons Eligible for Appointment as Trustee. There shall
at all times be a Trustee for each series of Securities hereunder which shall at
all times be either

                      (i)  a corporation organized and doing business under the
laws of the United States of America or of any State or the District of Columbia
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; or

                      (ii) a corporation or other Person organized and doing
business under the laws of a foreign government that is permitted to act as
Trustee pursuant to a rule, regulation or order of the Commission, authorized
under such laws to exercise corporate trust powers, and subject to supervision
or examination by authority of such foreign government or a political
subdivision thereof substantially equivalent to supervision or examination
applicable to United States institutional trustees'

                  in either case having a combined capital and surplus of at
least $50,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
Neither the Company, nor any person directly or indirectly controlling,
controlled by, or under common control with the Company shall serve as trustee
for the Securities of any series issued hereunder. In case at any time the
Trustee for the Securities of any series 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 8.10.

         SECTION 8.10 Resignation and Removal; Appointment of Successor.

                      (a) No resignation or removal of the Trustee for the
Securities of any series and no appointment of a successor Trustee pursuant to
this Article


                                       51

<PAGE>



shall become effective until the acceptance of appointment by the successor
Trustee under Section 8.11.

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

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

                      (d) It at any time

                  (1) the Trustee shall fail to comply with Section 8.08 with
respect to any series of Securities after written request therefor by the
Company or by any Security Holder who has been a bona fide Holder of a Security
of such series for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 8.09
with respect to any series of Securities and shall fail to resign after written
request therefor by the Company or the Guarantor or by any such Security Holder,
or

                  (3) the Trustee shall become incapable of acting with respect
to any series of Securities or shall be adjudged a bankrupt or insolvent or a
receiver 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, (i) the Company, by a Board
Resolution, may remove the Trustee with respect to such series or (ii) subject
to Section 7.14, any Holder of a Security who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee with
respect to such series.

                      (e) If the Trustee shall resign, be removed or become
incapable of acting with respect to any series of Securities, or if a vacancy
shall occur in the office of Trustee with respect to any series of Securities
for any cause, the Company or the Guarantor, by a Board Resolution, shall
promptly appoint a successor Trustee with respect to such series of Securities.
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to such series of
Securities shall be appointed by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Company,
the Guarantor and the retiring Trustee with respect to such series, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to such series and
supersede the successor Trustee appointed by the


                                       52

<PAGE>


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

                      (f) The Company shall give notice of each resignation and
each removal of the Trustee with respect to any series and each appointment of a
successor Trustee with respect to any series, in the manner specified in Section
1.06, to the Holders of Securities, and Coupons, if any, appertaining thereto,
of such series. Each notice shall include the name of the successor Trustee and
the address of its Principal Corporate Trust Office.

         SECTION 8.11 Acceptance of Appointment by Successor. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective with respect to all series as to which it is thereby resigning as
Trustee and such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
resigning Trustee with respect to all or any such series; but, on request of the
Company or such successor Trustee, such resigning Trustee shall, upon payment of
its outstanding charges and expenses, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee with respect to all or any such series, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to all or any such series, subject
nevertheless to its lien, if any, provided for in Section 8.07. Upon request of
any such successor Trustee, the Company shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts.

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
any applicable series may execute and deliver an indenture supplemental hereto
containing such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of any series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and adding to or
changing any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in any such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be Trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee.

         No successor Trustee with respect to any series of Securities shall
accept its appointment unless at the time of such acceptance such successor
Trustee shall be qualified and eligible with respect to such series under this
Article.


                                       53


<PAGE>


         SECTION 8.12 Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee for the Securities
of any series 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 of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

         SECTION 8.13 referential Collection of Claims Against Company . The
Trustee shall comply with the requirements of Section 311 of the Trust Indenture
Act and any rules or regulations promulgated by the Commission thereunder.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         SECTION 9.01 Supplemental Indentures Without Consent of Security
Holders. Without the consent of the Holders of any Securities, the Company, when
authorized by a Board Resolution, and the Trustee for the Securities of any or
all series, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

                  (1) to evidence the succession of another corporation to the
Company, and the assumption by any such successor of the covenants and
obligations of the Company herein and in the Securities contained;

                  (2) to evidence and provide for the acceptance of appointment
by another corporation as a successor Trustee hereunder with respect to one or
more series of Securities and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to Section 8.11;

                  (3) to add to the covenants and agreements of the Company for
the benefit of the Holders of all or any series of Securities and the Coupons,
if any, appertaining thereto (if such covenants are for less than all series,
stating that such covenants are for the benefit of such series), or to surrender
any right or power herein conferred upon the Company provided that such action
shall not adversely affect the interests of the Holders of Securities of any
series then Outstanding and the Holders of the Coupons, if any, appertaining
thereto;

                  (4) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions
arising under this Indenture


                                       54


<PAGE>


provided such other provisions shall not adversely affect the interests of the
Holders of Securities of any series then Outstanding and Coupons, if any,
appertaining thereto;

                  (5) to establish any additional form of Security, as permitted
by Section 2.03, and to provide for the issuance of any additional series of
Securities and Coupons, if any, appertaining thereto as permitted by Section
3.01, and to set forth the terms thereof;

                  (6) to permit payment in the United States of principal,
premium or interest on Unregistered Securities or of interest on Coupon
Securities; or

                  (7) to provide for the issuance of uncertificated Securities
of one or more series in the place of certificated Securities. The Trustee with
respect to any series of Securities affected by such supplemental indenture 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.

         SECTION 9.02 Supplemental Indentures with Consent of Security Holders.
With the consent of the Holders of not less than a majority in principal amount
of the Outstanding Securities of all series (voting as one class) affected by
such supplemental indenture or indentures, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of the Securities of each such series under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected thereby,

                  (1) change the Maturity of the principal of, or the Stated
Maturity of, or any installment of interest on, any Security, or reduce the
principal amount thereof (including in the case of an Original Issue Discount
Security the amount payable upon acceleration of the Maturity thereof) or any
premium thereon or the rate of interest thereon, or change the method of
computing the amount of principal thereof on any date, or eliminate a Place of
Payment where, or the coin or currency in which, any Security or any premium
thereon or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Maturity or the
Stated Maturity, as the case may be, thereof (or, in the case of redemption or a
repayment, on or after the Redemption Date or the Repayment Date, as the case
may be);

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


                                       55


<PAGE>


                  (3) modify any of the provisions of this Section, Section 5.06
or Section 7.13, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Security affected thereby; or

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

         SECTION 9.03 Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall receive, and (subject to Section 8.01) shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that the execution and delivery of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

         SECTION 9.04 Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture pursuant to the provisions of this Article Nine, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith, but only with regard to the Securities of each series affected by
such supplemental indenture, and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee for the
Securities of such series, the Company and the Holders of any Securities of such
series or any Coupons appertaining thereto 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 with regard to the
Securities of such series and Coupons, if any, appertaining thereto.

         SECTION 9.05 Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
TIA as then in effect.

         SECTION 9.06 Reference in Securities to Supplemental Indentures.
Securities of any series (including any Coupons appertaining thereto)
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities of any
series and any Coupons appertaining thereto so modified as to conform, in the
opinion of the Trustee or the Boards of Directors of the Company to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for the Securities of
such series and any Coupons appertaining thereto then Outstanding.


                                       56


<PAGE>


                                   ARTICLE TEN

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

         SECTION 10.01 Company May Consolidate, etc., Only on Certain Terms. The
Company shall not consolidate with or merge into any other corporation or convey
or transfer its properties and assets substantially as an entirety, to any
Person, unless:

                  (1) the corporation formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer the
properties and assets of the Company substantially as an entirety shall be a
corporation organized and existing under the laws of the United States of
America or any State or the District of Columbia, and shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
and premium, if any, and interest on all the Securities of each series and the
Coupons, if any, appertaining thereto and the performance of every covenant of
this Indenture on the part of the Company to be performed or observed;

                  (2) immediately after giving effect to such transaction, no
Event of Default or Default, and no event which, after notice or lapse of time
or both, would become an Event of Default or a Default, shall have happened and
be continuing;

                  (3) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel each stating that such
consolidation, merger, conveyance or transfer and such supplemental indenture
comply with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with; and

         SECTION 10.02 Successor Corporation Substituted for Company. Upon any
consolidation or merger, or any conveyance or transfer of the properties and
assets of the Company substantially as an entirety in accordance with Section
10.01, the successor corporation formed by such consolidation or into which the
Company is merged or to which such conveyance or transfer is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein.

         In the event of any such conveyance or transfer, the Person named as
the "Company" in the first paragraph of this instrument or any successor which
shall theretofore have become such in the manner prescribed in this Article may
be dissolved, wound-up and liquidated at any time thereafter, and such Person
thereafter shall be released from its liabilities as obligor and maker of all
the securities and from its obligations under this Indenture.

                                 ARTICLE ELEVEN

                     SATISFACTION AND DISCHARGE OF INDENTURE

         SECTION 11.01 Satisfaction and Discharge of Securities of Any Series.
Except as otherwise provided for the Securities of any series established
pursuant to Section


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3.01(18), the Company shall be deemed to have satisfied and discharged the
entire indebtedness on all the Outstanding Securities of any particular series
and the Coupons, if any, appertaining thereto, and the Trustee, at the expense
of the Company upon Company Request, shall execute proper instruments
acknowledging satisfaction and discharge of such indebtedness, when

                  (1) either

                      (A) all Outstanding Securities of such series theretofore
authenticated and delivered and the Coupons, if any, appertaining thereto (other
than (i) any Securities of such series or Coupons which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 3.06
and (ii) Outstanding Securities of such series or Coupons for whose payment
money has theretofore been deposited in trust or segregated and held in trust by
the Company and thereafter repaid to the Company or discharged from such trust,
as provided in Sections 5.03 and 11.04) have been delivered to the Trustee for
cancellation; or

                      (B) with respect to all Outstanding Securities of such
series and the Coupons, if any, appertaining thereto, described in (A) above not
theretofore delivered to the Trustee for cancellation:

                          (i) the Company has deposited or caused to be
deposited with the Trustee as trust funds in trust an amount in the currency or
currency unit in which the Securities of such series are denominated (except as
otherwise specified pursuant to Section 3.01 for the Securities of such series
and except as provided in Sections 3.11(b), 3.11(e) and 3.11(f) hereof)
sufficient to pay and discharge the entire indebtedness on all such Outstanding
Securities of such series for principal (and premium, if any) and interest to
the Stated Maturity or any Redemption Date as contemplated by Section 11.03, as
the case may be; or

                          (ii) the Company has deposited or caused to be
deposited with the Trustee as obligations in trust such amount of Government
Obligations as will, in a written opinion of independent public accountants
delivered to the Trustee, together with the predetermined and certain income to
accrue thereon (without consideration of any reinvestment thereof), be
sufficient to pay and discharge when due the entire indebtedness on all such
Outstanding Securities of such series and the Coupons, if any, appertaining
thereto, for unpaid principal (and premium, if any) and interest to the Stated
Maturity or any Redemption Date as contemplated by Section 11.03, as the case
may be;

                  (2) the Company has paid or caused to be paid all other sums
payable with respect to the Outstanding Securities of such series and the
Coupons, if any, appertaining thereto;

                  (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to due satisfaction and discharge of the
entire indebtedness on all Outstanding Securities of any such series and the
Coupons, if any, appertaining thereto, have been complied with; and


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                  (4) if the Securities of such series and the Coupons, if any,
appertaining thereto, are not to become due and payable at their Stated Maturity
within one year of the date of such deposit or are not to be called for
redemption within one year of the date of such deposit under arrangements
satisfactory to the Trustee as of the date of such deposit, then the Company
shall have given, not later than the date of such deposit, notice of such
deposit to the Holders of the Securities of such series and the Coupons, if any,
appertaining thereto.

                  Upon the satisfaction of the conditions set forth in this
Section 11.01 with respect to all the Outstanding Securities of any series and
the Coupons, if any, appertaining thereto, the terms and conditions of such
series, including the terms and conditions with respect thereto set forth in
this Indenture, shall no longer be binding upon, or applicable to, the Company,
and the Holders of the Securities of such series shall look for payment only to
the funds or obligations deposited with the Trustee pursuant to Section
11.01(1)(B); provided, however, that the Company shall not be discharged from
(a) any payment obligations in respect of Securities of such series which are
deemed not to be Outstanding under clause (c) of the definition thereof and the
Coupons, if any, appertaining thereto, if such obligations continue to be valid
obligations of the Company under applicable law, (b) any obligations under
Sections 8.07 and 8.10 and (c) any obligations under section 3.05 or 3.06
(except that Securities of such series issued upon registration of transfer or
exchange or Securities or Coupons, if any, appertaining thereto issued in lieu
of mutilated, lost, destroyed or stolen Securities or Coupons shall not be
obligations of the Company) and Section 6.01; and provided further that in the
event a petition for relief under the Bankruptcy Reform Act of 1978 or a
successor statute is filed with respect to the Company within 91 days after the
deposit, the entire indebtedness on all Securities of such series and the
Coupons, if any, appertaining thereto shall not be discharged, and in such event
the Trustee shall return such deposited funds or obligations as it is then
holding to the Company upon Company Request, as applicable; and provided further
that if the Trustee or Paying Agent is unable to apply any money in accordance
with Section 11.03 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations of the Company under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 11.01 until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 11.03, but if the
Company makes any payment of interest on or principal of any Security following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
held by the Trustee or Paying Agent. Notwithstanding the satisfaction of the
conditions set forth in this Section 11.01 with respect to all the Securities of
any series not denominated in Dollars, upon the happening of any event specified
in Section 3.11(e) the Company shall be obligated to make the payments in
Dollars required by Section 3.11(e) to the extent that the Trustee is unable to
convert any Foreign Currency or currency unit in its possession pursuant to
Section 11.01(1) (B) into the Dollar Equivalent of the Foreign Currency or the
Dollar Equivalent of the Currency Unit, as the case may be. The Trustee shall
return to the Company any non-converted funds or securities in its possession
after such payments have been made.

         SECTION 11.02 Satisfaction and Discharge of Indenture. Upon compliance
by the Company with the provisions of Section 11.01 as to the satisfaction and
discharge of each series of Securities issued hereunder and the Coupons, if any,
appertaining thereto,


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<PAGE>


and if the Company have paid or caused to be paid all other sums payable under
this Indenture, this Indenture shall cease to be of any further effect (except
as otherwise provided herein). Upon Company Request and receipt of an Opinion of
Counsel, an Officers' Certificate and, if appropriate under the circumstances,
an opinion of independent public accountants (and at the expense of the
Company), the Trustee shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture.

         Notwithstanding the satisfaction and discharge of this Indenture, any
obligations of the Company under Sections 3.05, 3.06, 6.01, 8.07 and 8.10, any
obligations of the Company under Section 3.11(d) to deliver an Exchange Rate
Officer's Certificate and the obligations of the Trustee under Section 11.03
shall survive.

         SECTION 11.03 Application of Trust Money. All money and obligations
deposited with the Trustee pursuant to Section 11.01 shall be held irrevocably
in trust and shall be made under the terms of an escrow trust agreement in form
and substance satisfactory to the Trustee. Such money and obligations shall be
applied by the Trustee, in accordance with the provisions of the Securities,
this Indenture and such escrow trust agreement, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal of (and premium, if any) and interest, if any, on the Securities and
the Coupons, if any, appertaining thereto for the payment of which such money
and obligations have been deposited with the Trustee. If Securities of any
series are to be redeemed prior to their Stated Maturity, whether pursuant to
any optional redemption provision or in accordance with any mandatory sinking
fund requirement, the Company shall make such arrangements as are satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company.

         SECTION 11.04 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series and the Coupons, if any, appertaining thereto, all moneys with
respect to such series then held by any Paying Agent for such series under the
provisions of this Indenture with respect to such series of Securities 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.

                                 ARTICLE TWELVE

                                  SUBORDINATION

         SECTION 12.01 Subordinated Debt Securities Subordinated to Senior
Company Indebtedness. The Company, for itself, its successors and assigns,
covenants and agrees, and each Holder of Subordinated Debt Securities and
Coupons, if any, appertaining thereto by his acceptance thereof, likewise
covenants and agrees, that the payment of the principal of and interest on each
and all of the Subordinated Debt Securities and Coupons, if any, appertaining
thereto is hereby expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of all
Senior Company Indebtedness.


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<PAGE>


         SECTION 12.02 Payments upon Dissolution of the Company. Upon any
distribution of assets of the Company upon any dissolution, winding up,
liquidation or reorganization of the Company, whether in bankruptcy, insolvency,
reorganization or receivership proceedings or upon an assignment for the benefit
of creditors or any other marshalling of the assets and liabilities of the
Company or otherwise (subject to the power of a court of competent jurisdiction
to make other equitable provision reflecting the rights conferred in this
Indenture or any supplemental indenture issued pursuant to Section 3.01 upon the
Senior Company Indebtedness and the holders thereof with respect to the
Subordinated Debt Securities and Coupons, if any, appertaining thereto and the
Holders thereof by a lawful plan of reorganization under applicable bankruptcy
law),

                      (i)  the holders of all Senior Company Indebtedness shall
first be entitled to receive payment in full in accordance with the terms of
such Senior Company Indebtedness of the principal thereof, premium, if any, and
the interest due thereon (including interest accruing subsequent to the
commencement of any proceeding for the bankruptcy or reorganization of the
Company under any applicable bankruptcy, insolvency, or similar law now or
hereafter in effect) before the Holders of the Subordinated Debt Securities and
Coupons, if any, appertaining thereto are entitled to receive any payment upon
the principal of or premium, if any, or interest on indebtedness evidenced by
the Subordinated Debt Securities and Coupons, if any, appertaining thereto;

                      (ii) any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to which the
Holders of the Subordinated Debt Securities and Coupons, if any, appertaining
thereto would be entitled except for the provisions of this Article Twelve,
including any such payment or distribution which may be payable or deliverable
by reason of the payment of any other indebtedness of the Company being
subordinated to the payment of the Subordinated Debt Securities and Coupons, if
any, appertaining thereto, 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 Company Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Company Indebtedness may have been
issued, in accordance with the priorities then existing among holders of Senior
Company Indebtedness for payment of the aggregate amounts remaining unpaid on
account of the principal, premium, if any, and interest (including interest
accruing subsequent to the commencement of any proceeding for the bankruptcy or
reorganization of the Company under any applicable bankruptcy, insolvency, or
similar law now or hereafter in effect) on the Senior Company Indebtedness held
or represented by each, to the extent necessary to make payment in full of all
Senior Company Indebtedness remaining unpaid, after giving effect to any
concurrent payment or distribution to the holders of such Senior Company
Indebtedness; it being understood that if the Holders of the Subordinated Debt
Securities and Coupons, if any, appertaining thereto shall fail to file a proper
claim in the form required by any proceeding referred to in this subparagraph
(ii) prior to 30 days before the expiration of the time to file such claim or
claims, then the holders of Senior Company Indebtedness are hereby authorized to
file an appropriate claim or claims for and on behalf of the Holders of the
Subordinated Debt Securities and Coupons, if any, appertaining thereto, in the
form required in any such proceeding; and


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<PAGE>


                      (iii) in the event that, notwithstanding the foregoing,
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 indebtedness of the Company being subordinate to the payment of the
Subordinated Debt Securities and Coupons, if any, appertaining thereto shall be
received by the Trustee or Holders of the Subordinated Debt Securities and
Coupons, if any, appertaining thereto before all Senior Company Indebtedness is
paid in full, such payment or distribution shall be paid over to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment of assets of the Company for all Senior Company
Indebtedness remaining unpaid until all such Senior Company Indebtedness shall
have been paid in full, after giving effect to any concurrent payment or
distribution to the holders of such Senior Company Indebtedness.

                  Subject to the payment in full of all Senior Company
Indebtedness, the Holders of the Subordinated Debt Securities and Coupons, if
any, appertaining thereto shall be subrogated to the rights of the holders of
Senior Company Indebtedness to receive payments or distributions of cash,
property or securities of the Company applicable to the Senior Company
Indebtedness until the principal of and premium, if any, and interest on the
Subordinated Debt Securities and Coupons, if any, appertaining thereto shall be
paid in full and no such payments or distributions to holders of such Senior
Company Indebtedness to which the Holders of the Subordinated Debt Securities
and Coupons, if any, appertaining thereto would be entitled except for the
provisions hereof of cash, property or securities otherwise distributable to the
Senior Company Indebtedness shall, as between the Company, its creditors, other
than the holders of Senior Company Indebtedness, and the Holders of the
Subordinated Debt Securities and Coupons, if any, appertaining thereto, be
deemed to be a payment by the Company to or on account of the Subordinated Debt
Securities and Coupons, if any, appertaining thereto. It is understood that the
provisions of this Article Twelve are and are intended solely for the purpose of
defining the relative rights of the Holders of the Subordinated Debt Securities
and Coupons, if any, appertaining thereto, on the one hand, and the holders of
Senior Company Indebtedness, on the other hand. Nothing contained in this
Article Twelve or elsewhere in this Indenture, any supplemental indenture issued
pursuant to Section 3.01, or in the Subordinated Debt Securities and Coupons, if
any, appertaining thereto is intended to or shall impair, as between the
Company, its creditors, other than the holders of Senior Company Indebtedness,
and the Holders of the Subordinated Debt Securities and Coupons, if any,
appertaining thereto the obligation of the Company, which is unconditional and
absolute, to pay to the Holders of the Subordinated Debt Securities and Coupons,
if any, appertaining thereto the principal of, premium, if any, and interest on
the Subordinated Debt Securities and Coupons, if any, appertaining thereto as
and when the same shall become due and payable in accordance with their terms or
to affect the relative rights of the Holders of the Subordinated Debt Securities
and Coupons, if any, appertaining thereto and creditors of the Company, other
than the holders of the Senior Company Indebtedness, nor shall anything herein
or in the Subordinated Debt Securities and Coupons, if any, appertaining thereto
prevent the Trustee or the Holder of any Subordinated Debt Securities and
Coupons, if any, appertaining thereto from exercising all remedies otherwise
permitted by applicable law upon Default under this Indenture, subject to the
rights, if any, under this Article Twelve of the holders of Senior Company
Indebtedness in respect of cash, property or securities of the Company received
upon the


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<PAGE>


exercise of any such remedy. Upon any payment or distribution of assets of the
Company referred to in this Article Twelve, the Trustee and the Holders of the
Subordinated Debt Securities and Coupons, if any, appertaining thereto shall be
entitled to rely upon any order or decree of a court of competent jurisdiction
in which such dissolution, winding up, liquidation or reorganization proceeding
is pending or upon a certificate of the liquidating trustee or agent or other
Person making any distribution to the Trustee or to the Holders of the
Subordinated Debt Securities and Coupons, if any, appertaining thereto for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Company 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 Twelve. In the absence of any such liquidating trustee, agent or
other person, the Trustee shall be entitled to rely upon a written notice by a
Person representing himself to be a holder of Senior Company Indebtedness (or a
trustee or representative on behalf of such holder) as evidence that such Person
is a holder of Senior Company Indebtedness (or is such a trustee or
representative). 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 Company Indebtedness, to participate in any payment or
distribution pursuant to this Article Twelve, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Company Indebtedness held by such Person, as to the extent
to which such Person is entitled to participation in such payment or
distribution, and as to other facts pertinent to the rights of such Person under
this Article Twelve, and if such evidence is not furnished, the Trustee may
defer any payment to such Person pending judicial determination as to the right
of such Person to receive such payment.

                      The obligation of the Company in respect to the
Subordinated Debt Securities and Coupons, if any, appertaining thereto shall
rank on a parity with any other obligations of the Company ranking on a parity
with the Subordinated Debt Securities.

                      With respect to the holders of Senior Company
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article, and no
implied covenants or obligations with respect to the holders of Senior Company
Indebtedness shall be read into this Article 12 against the Trustee; provided
that nothing contained herein shall derogate from covenants or obligations
contained in this Indenture, or any supplemental indenture issued pursuant to
Section 3.01, with respect to Senior Company Indebtedness that is issued as a
series of Securities under this Indenture. The Trustee, however, shall not be
deemed to owe any fiduciary duty to the holders of Senior Company Indebtedness
by reason of the execution of this Indenture, or any supplemental indenture
issued pursuant to Section 3.01, and shall not be liable to any such holders if
it shall mistakenly pay over or distribute to or on behalf of Holders of the
Subordinated Debt Securities and Coupons, if any, appertaining thereto or the
Company moneys or assets to which any holders of Senior Company Indebtedness
shall be entitled by virtue of this Article Twelve.

         SECTION 12.03 No Payment When Senior Company Indebtedness in Default.
In the event and during the continuation of any default in the payment of
principal of, or premium, if any, or interest on, any Senior Company
Indebtedness, beyond any applicable period of grace, or in the event that any
event of default with respect to any


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<PAGE>


Senior Company Indebtedness shall have occurred and be continuing, or would
occur as a result of the payment referred to hereinafter, permitting the holders
of such Senior Company Indebtedness (or a trustee on behalf of the holders
thereof) to accelerate the maturity thereof, then, unless and until such default
or event of default shall have been cured or waived or shall have ceased to
exist, no payment or principal of or interest on the Subordinated Debt
Securities and Coupons, if any, appertaining thereto, or in respect of any
retirement, purchase or other acquisition of any of the Subordinated Debt
Securities and Coupons, if any, appertaining thereto, shall be made by the
Company.

         SECTION 12.04 No Impairment of Holders' Rights. Nothing contained in
this Indenture, any supplemental indenture issued pursuant to Section 3.01, or
in any of the Subordinated Debt Securities or Coupons, if any, appertaining
thereto shall (i) impair, as between the Company and Holders of the Subordinated
Debt Securities and Coupons, if any, appertaining thereto, the obligations of
the Company to make, or prevent the Company from making, at any time except as
provided in Sections 12.02 and 12.03, payments of principal, premium, if any, or
interest (including interest accruing subsequent to the commencement of any
proceeding for the bankruptcy or reorganization of the Company under any
applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on
the Subordinated Debt Securities and Coupons, if any, appertaining thereto, as
and when the same shall become due and payable in accordance with the terms of
the Subordinated Debt Securities and Coupons, if any, appertaining thereto (ii)
affect the relative rights of the Holders of the Subordinated Debt Securities
and Coupons, if any, appertaining thereto and creditors of the Company other
than the holders of the Senior Company Indebtedness (iii) prevent the Holder of
any Subordinated Debt Securities and Coupons, if any, appertaining thereto or
the Trustee from exercising all remedies otherwise permitted by applicable law
upon default thereunder, subject to the rights, if any, under this Article
Twelve of the holders of Senior Company Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of such remedy
or (iv) prevent the application by the Trustee or any Paying Agent of any moneys
deposited with it hereunder to the payment of or on account of the principal of
or premium, if any, or interest on the Subordinated Debt Securities and Coupons,
if any, appertaining thereto or prevent the receipt by the Trustee or any Paying
Agent of such moneys, if, prior to the third Business Day prior to such deposit,
the Trustee or such Paying Agent did not have written notice of any event
prohibiting the making of such deposit by the Company.

         SECTION 12.05 Effectuation of Subordination by Trustee. Each Holder of
Subordinated Debt Securities and Coupons, if any, appertaining thereto by his
acceptance thereof authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in this Article Twelve and appoints the Trustee his attorney-in-fact
for any and all such purposes.

         SECTION 12.06 Knowledge of Trustee. Notwithstanding the provisions of
this Article or any other provisions of this Indenture or any supplemental
indenture issued pursuant to Section 3.01, neither the Trustee nor any Paying
Agent shall be charged with knowledge of the existence of any Senior Company
Indebtedness (other than Senior Company Indebtedness issued under this Indenture
or any supplemental indenture issued pursuant to Section 3.01) or of any event
which would prohibit the making of any payment or moneys to or by the Trustee or
such Paying Agent, unless and until a Responsible Officer


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<PAGE>


of the Trustee or such Paying Agent shall have received written notice thereof
from the Company or from the holder of any Senior Company Indebtedness

         SECTION 12.07 Trustee's Relation to Senior Company Indebtedness. The
Trustee shall be entitled to all of the rights set forth in this Article in
respect of any Senior Company Indebtedness at any time held by it in its
individual capacity to the same extent as any other holder of such Senior
Company Indebtedness, and nothing in this Indenture or any supplemental
indenture issued pursuant to Section 3.01 shall be construed to deprive the
Trustee of any of its rights as such holder.

         SECTION 12.08 No Waiver of Default or Event of Default. The failure to
make a payment pursuant to the Subordinated Debt Securities and Coupons, if any,
appertaining thereto by reason of any provision in this Article shall not be
construed as preventing the occurrence of a Default or any Event of Default.

         SECTION 12.09 Claims of the Trustee. Nothing contained in This Article
Twelve shall subordinate to Senior Company Indebtedness the claims of, or
payments to, the Trustee under or pursuant to Section 8.07.

                                ARTICLE THIRTEEN

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

         SECTION 13.01 Exemption from Individual Liability. No recourse under or
upon any obligation, covenant or agreement of this Indenture, or of any Security
or Coupon, or for any claim based thereon otherwise in respect thereof, shall be
had against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or the Trustee or of any predecessor or
successor corporation, either directly or through the Company or the Trustee,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood and agreed that this Indenture and the obligations issued hereunder
are solely corporate obligations of the Company and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors, as such, of the Company or
the Trustee or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom, and that any and all such
personal liability, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer or director, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or Coupons or implied therefrom, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution and delivery of this
Indenture and the issue of such Securities.


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<PAGE>



                                ARTICLE FOURTEEN

                                HOLDERS' MEETINGS

         SECTION 14.01 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 Fourteen for any of the following purposes:

                  (1) to give any notice to the Company or 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 Seven;

                  (2) to remove the Trustee for such series and nominate a
successor trustee pursuant to the provisions of Article Eight;

                  (3) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 9.02; or

                  (4) 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 other
provision of this Indenture or under applicable law.

         SECTION 14.02 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 14.01 to be held at such
time and at such place in the Borough of Manhattan, the City of New York, 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 1.06. Such
notice shall be given not less than 20 nor more than 90 days prior to the date
fixed for the meeting.

         SECTION 14.03 Call of Meetings by Company, Guarantor or Holders. In
case at any time The Company, pursuant to a Board Resolution, 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 [Borough of Manhattan] or other Place of Payment for such meeting and may
call such meeting to take any action authorized in Section 14.01 by giving
notice thereof as provided in Section 14.02.

         SECTION 14.04 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


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<PAGE>



such meeting is being held or (b) a person appointed by an instrument in writing
as proxy by such 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 provided, however, that
representatives of the Trustee shall be entitled during a meeting of Holders to
meet with the Holders outside the presence of representatives of the Company.

         SECTION 14.05 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 14.03, 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.

         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 (in the currency or currency unit in which such Securities are
denominated) principal amount (in the case of Original Issue Discount
Securities, such principal amount to be determined as provided in the definition
of "Outstanding") of Securities held or represented by him; provided, however,
that 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 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 14.02 or Section 14.03 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 14.06 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


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<PAGE>


of votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports in triplicate of all votes cast at the meeting. Two
needs of the proceedings of each meeting of Holders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 14.02. 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 records 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 14.07 No Delay of Rights by Meeting. Nothing contained in this
Article Fourteen 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.


                                       68
<PAGE>



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

                                         BANCORPSOUTH, INC.

                                         by

                                         ---------------------------------------
                                         Authorized Officer (CORPORATE SEAL)

Attest:

--------------------------------
   (Asst.) Secretary

                                         BANK OF NEW YORK

                                         by

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


(CORPORATE SEAL)

Attest:

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



                                       69

<PAGE>



STATE OF                         )
        ------------------------
                                 )  ss:
        ------------------------
COUNTY OF                        )
         -----------------------

         On this ____ day of ________, 2001, before me personally appeared
__________________, to me known, who, being by me duly sworn, did depose and say
that he resides at _____________________ ; that he is ________________ of
BANCORPSOUTH, INC., one of the corporations described in and which executed the
above instrument; that he knows the corporate seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation; and that he signed
his name thereto by like authority.


                                           ------------------------------------
                                           [NOTARY PUBLIC]

(NOTORIAL SEAL)

STATE OF                      )
        ---------------------
                              )    ss:
        ---------------------
COUNTY OF                     )
         --------------------

         On this ____ day of __________, 2001, before me personally appeared
_______________, to me known, who, being by me duly sworn, did depose and say
that he resides at ___________________________,; that he is the
_______________of BANK OF NEW YORK, one of the corporations described in and
which executed the foregoing instrument; that he knows the corporate seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.



                                           ------------------------------------
                                           [NOTARY PUBLIC]

(NOTARIAL SEAL)


                                       70