<PAGE>
                                                                  Exhibit 4.b.1

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

                             ROCKWELL COLLINS, INC.

                                       AND

                                 CITIBANK, N.A.,
                                   as Trustee

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

                                    INDENTURE

                                   Dated as of
                                November 1, 2001

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

                             Senior Debt Securities


--------------------------------------------------------------------------------
<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE


ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...........1
     Section 1.01.   Definitions...............................................1
     Section 1.02.   Compliance Certificates and Opinions.....................13
     Section 1.03.   Form of Documents Delivered to Trustee...................14
     Section 1.04.   Acts of Securityholders..................................15
     Section 1.05.   Notices, etc., to Trustee and Company....................17
     Section 1.06.   Notices to Securityholders; Waiver.......................17
     Section 1.07.   Conflict with Trust Indenture Act........................18
     Section 1.08.   Effect of Headings and Table of Contents.................18
     Section 1.09.   Successors and Assigns...................................19
     Section 1.10.   Separability Clause......................................19
     Section 1.11.   Benefits of Indenture....................................19
     Section 1.12.   Governing Law............................................19
     Section 1.13.   Payments Due on Non-Business Days........................19

ARTICLE TWO  FORMS OF SECURITIES..............................................19
     Section 2.01.   Forms Generally..........................................19
     Section 2.02.   Form of Trustee's Certificate of Authentication..........20
     Section 2.03.   Global Securities........................................20

ARTICLE THREE  THE SECURITIES.................................................21
     Section 3.01.   Amount Unlimited; Issuable in Series.....................21
     Section 3.02.   Denominations............................................26
     Section 3.03.   Execution, Authentication, Delivery and Dating...........27
     Section 3.04.   Temporary Securities.....................................29
     Section 3.05.   Registration, Registration of Transfer and Exchange......32
     Section 3.06.   Mutilated, Destroyed, Lost and Stolen Securities.........37
     Section 3.07.   Payment of Interest; Interest Rights Preserved;
                     Optional Interest Reset .................................38
     Section 3.08.   Persons Deemed Owners....................................42
     Section 3.09.   Cancellation.............................................42
     Section 3.10.   Currency and Manner of Payments in Respect of
                     Securities...............................................43
     Section 3.11.   Appointment and Resignation of Successor Exchange
                     Rate Agent...............................................47
     Section 3.12.   Optional Extension of Maturity...........................48
     Section 3.13.   CUSIP Numbers............................................49

                                       i
<PAGE>

ARTICLE FOUR  SATISFACTION AND DISCHARGE......................................49
     Section 4.01.   Satisfaction and Discharge of Indenture..................49
     Section 4.02.   Application of Trust Money...............................51
     Section 4.03.   Defeasance and Discharge of Securities of any Series.....52

ARTICLE FIVE  REMEDIES........................................................54
     Section 5.01.   Events of Default........................................54
     Section 5.02.   Acceleration of Maturity; Rescission and Annulment.......55
     Section 5.03.   Collection of Indebtedness and Suits for
                     Enforcement by Trustee...................................56
     Section 5.04.   Trustee May File Proofs of Claim.........................57
     Section 5.05.   Trustee May Enforce Claims Without Possession of
                     Securities or Coupons ...................................58
     Section 5.06.   Application of Money Collected...........................58
     Section 5.07.   Limitation on Suits......................................59
     Section 5.08.   Unconditional Right of Securityholders to
                     Receive Principal, Premium and Interest and to
                     Convert Securities ..................................... 59
     Section 5.09.   Restoration of Rights and Remedies.......................60
     Section 5.10.   Rights and Remedies Cumulative...........................60
     Section 5.11.   Delay or Omission Not Waiver.............................60
     Section 5.12.   Control by Securityholders...............................60
     Section 5.13.   Waiver of Past Defaults..................................61
     Section 5.14.   Undertaking for Costs....................................61
     Section 5.15.   Waiver of Stay or Extension Laws.........................62
     Section 5.16.   Judgment Currency........................................62

ARTICLE SIX  THE TRUSTEE......................................................63
     Section 6.01.   Certain Duties and Responsibilities......................63
     Section 6.02.   Notice of Default........................................64
     Section 6.03.   Certain Rights of Trustee................................64
     Section 6.04.   Not Responsible for Recitals or Issuance of
                     Securities.............................................. 66
     Section 6.05.   May Hold Securities......................................66
     Section 6.06.   Money Held in Trust......................................66
     Section 6.07.   Compensation and Reimbursement...........................66
     Section 6.08.   Disqualification; Conflicting Interests..................67
     Section 6.09.   Corporate Trustee Required; Eligibility..................67
     Section 6.10.   Resignation and Removal; Appointment of Successor........67
     Section 6.11.   Acceptance of Appointment by Successor...................69

                                       ii
<PAGE>
     Section 6.12.   Merger, Conversion, Consolidation or Succession
                     to Business of Trustee ..................................70
     Section 6.13.   Preferential Collection of Claims Against Company........71
     Section 6.14.   Appointment of Authenticating Agent......................71

ARTICLE SEVEN  SECURITYHOLDERS LIST AND REPORTS BY TRUSTEE AND COMPANY........73
     Section 7.01.   Company to Furnish Trustee Names and Addresses
                     of Securityholders ......................................73
     Section 7.02.   Preservation of Information; Communications to
                     Securityholders..........................................73
     Section 7.03.   Reports by Trustee.......................................74
     Section 7.04.   Reports by Company.......................................75

ARTICLE EIGHT  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER..................76
     Section 8.01.   Company May Consolidate, etc., Only on Certain Terms.....76
     Section 8.02.   Successor Corporation Substituted........................76
     Section 8.03.   Securities to be Secured in Certain Events...............76

ARTICLE NINE  SUPPLEMENTAL INDENTURES.........................................77
     Section 9.01.   Supplemental Indentures Without Consent of
                     Securityholders..........................................77
     Section 9.02.   Supplemental Indentures with Consent of
                     Securityholders..........................................78
     Section 9.03.   Execution of Supplemental Indentures.....................79
     Section 9.04.   Effect of Supplemental Indentures........................80
     Section 9.05.   Conformity with Trust Indenture Act......................80
     Section 9.06.   Reference in Securities to Supplemental Indentures.......80

ARTICLE TEN  COVENANTS........................................................80
     Section 10.01.  Payment of Principal, Premium and Interest...............80
     Section 10.02.  Maintenance of Offices or Agencies.......................81
     Section 10.03.  Money for Securities Payments to be Held in Trust........82
     Section 10.04.  Statement as to Compliance...............................84
     Section 10.05.  Limitations on Liens.....................................84
     Section 10.06.  Limitations on Sale and Lease-Back.......................87
     Section 10.07.  Limitations on Change in Subsidiary Status...............88
     Section 10.08.  Waiver of Covenants......................................89
     Section 10.09.  Defeasance of Certain Obligations........................89
     Section 10.10.  Additional Amounts.......................................90

                                      iii
<PAGE>
     Section 10.11.  Calculation of Original Issue Discount...................91

ARTICLE ELEVEN  REDEMPTION OF SECURITIES......................................92
     Section 11.01.  Right of Redemption......................................92
     Section 11.02.  Applicability of Article.................................92
     Section 11.03.  Election to Redeem; Notice to Trustee....................92
     Section 11.04.  Selection by Trustee of Securities to be Redeemed........92
     Section 11.05.  Notice of Redemption.....................................93
     Section 11.06.  Deposit of Redemption Price..............................94
     Section 11.07.  Securities Payable on Redemption Date....................94
     Section 11.08.  Securities Redeemed in Part..............................95

ARTICLE TWELVE  SINKING FUNDS.................................................95
     Section 12.01.  Applicability of Article.................................95
     Section 12.02.  Satisfaction of Sinking Fund Payments with Securities....96
     Section 12.03.  Redemption of Securities for Sinking Fund................96

ARTICLE THIRTEEN  MEETINGS OF HOLDERS OF SECURITIES...........................97
     Section 13.01.  Purposes for Which Meetings May Be Called................97
     Section 13.02.  Call, Notice and Place of Meetings.......................97
     Section 13.03.  Persons Entitled to Vote at Meetings.....................97
     Section 13.04.  Quorum; Action...........................................98
     Section 13.05.  Determination of Voting Rights; Conduct and
                     Adjournment of Meetings .................................99
     Section 13.06.  Counting Votes and Recording Action of Meetings.........100

ARTICLE FOURTEEN  REPAYMENT AT THE OPTION OF HOLDERS.........................100
     Section 14.01.  Applicability of Article................................100
     Section 14.02.  Repayment of Securities.................................100
     Section 14.03.  Exercise of Option; Notice..............................101
     Section 14.04.  Election of Repayment by Remarketing Entities...........102
     Section 14.05.  Securities Payable on the Repayment Date................102

ARTICLE FIFTEEN  IMMUNITY OF INCORPORATORS, SHAREOWNERS,
                 OFFICERS AND DIRECTORS......................................103
     Section 15.01.  Exemption from Individual Liability.....................103

ARTICLE SIXTEEN  CONVERSION..................................................103
     Section 16.01.  Conversion of Securities................................103

                                       iv
<PAGE>
    TABLE SHOWING REFLECTION IN THE INDENTURE OF CERTAIN PROVISIONS OF TRUST
                             INDENTURE ACT OF 1939*

TIA                                     Indenture Section

Section 310(a)(1)..................      6.09
         (a)(2)....................      6.09
         (a)(3)....................      Not Applicable
         (a)(4)....................      Not Applicable
         (a)(5)....................      Not Applicable
         (b).......................      6.08
         (c).......................      Not Applicable
Section 311(a).....................      6.13
         (b).......................      6.13
         (c).......................      Not Applicable
Section 312(a).....................      7.01, 7.02(a)
         (b).......................      7.02(b)
         (c).......................      7.02(c)
Section 313(a).....................      7.03
         (b).......................      7.03
         (c).......................      7.03
         (d).......................      7.03
Section 314(a).....................      7.04
         (b).......................      Not Applicable
         (c)(1)....................      1.02
         (c)(2)....................      1.02
         (c)(3)....................      Not Applicable
         (d).......................      Not Applicable
         (e).......................      1.02
Section 315(a).....................      6.01(a), 6.01(c)
         (b).......................      6.02, 7.03
         (c).......................      6.01(b)


--------
* This Table is not part of the Indenture.

                                        v
<PAGE>
TIA                                      Indenture Section

         (d).......................      6.01
         (d)(1)....................      6.01(a)
         (d)(2)....................      6.01(c)(2)
         (d)(3)....................      6.01(c)(3)
         (e).......................      5.14
Section 316(a).....................      1.01 ("Outstanding")
         (a)(1)(A).................      5.12
         (a)(1)(B).................      5.13
         (a)(2)....................      Not Applicable
         (b).......................      5.08
         (c).......................      1.04(f)
Section 317(a)(1)..................      5.03
         (a)(2)....................      5.04
         (b).......................      10.03
Section 318(a).....................      1.07

                                       vi
<PAGE>
           INDENTURE dated as of November 1, 2001 between ROCKWELL COLLINS,
INC., a Delaware corporation (hereinafter called the "Company") having its
principal office at 400 Collins Road NE, Cedar Rapids, Iowa 52498, and CITIBANK,
N.A., a national banking association, as trustee (hereinafter called the
"Trustee") having its principal corporate trust office at 111 Wall Street, 14th
Floor, New York, New York 10005.

                             RECITALS OF THE COMPANY

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

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

           NOW, THEREFORE, THIS INDENTURE WITNESSETH:

           For and in consideration of the premises and the purchase of the
Securities by the Holders (as defined below) thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of 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 by Section 3.01;

           (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 as originally executed. The
      words "herein", "hereof" and "hereunder" and other words of similar import
      refer to this Indenture as a whole and not to any particular Article,
      Section or other subdivision;
<PAGE>
           (3)    the terms defined in this Article have the meanings assigned
      to them in this Article and include the plural as well as the singular;

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

           (5)    all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles, and, except as otherwise herein expressly provided, the term
      "generally accepted accounting principles" with respect to any computation
      required or permitted hereunder shall mean such accounting principles as
      are generally accepted at the date of such computation;

           (6)    certain terms, used principally in Article Three, are defined
      in that Article; and

           (7)    the following terms shall have the following meanings:

           "Act" when used with respect to any Securityholder 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.

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

           "Authorized Newspaper" means a newspaper, in the English language or
      in an official language of the country of publication, customarily
      published on each Business Day, whether or not published on Saturdays,
      Sundays or holidays, and of general circulation in each place in
      connection with which the term is used or in the financial community of
      each such place.

           "Bearer Security" means any Security that is not a Registered
      Security.

           "Board of Directors" means the Board of Directors of the Company or
      any committee of that Board duly authorized to act for it hereunder.

                                       2
<PAGE>
           "Board Resolution" means a copy of a resolution certified by the
      Secretary or an Assistant Secretary of the Company to have been duly
      adopted by the Board of Directors and to be in full force and effect on
      the date of such certification, and delivered to the Trustee.

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

           "capital stock" means stock of any class of a corporation.

           "Clearstream" means Clearstream Banking, S.A., or the successor to
      its securities clearance and settlement operations.

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

           "Common Stock" means the Common Stock of the Company.

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

           "Company Request", "Company Order" and "Company Consent" mean,
      respectively, a written request, order or consent signed in the name of
      the Company by its Chief Executive Officer, 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.

           "Consolidated Funded Debt" means the Funded Debt of the Company and
      its Restricted Subsidiaries, as consolidated and determined in accordance
      with generally accepted accounting principles.

           "Conversion Agent" has the meaning set forth in Section 16.01(b).

           "Conversion Date" has the meaning specified in Section 3.10(d).

                                       3
<PAGE>
           "Conversion Event" means the cessation of use of (i) a Foreign
      Currency both by the government of the country which issued such Currency
      and for the settlement of transactions by a central bank or other public
      institutions of or within the international banking community, (ii) the
      ECU both within the European Monetary System and for the settlement of
      transactions by public institutions of or within the European Communities
      or (iii) any Currency unit (or composite Currency) other than the ECU for
      the purposes for which it was established.

           "corporation" includes corporations, associations, companies and
      business trusts.

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

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

           "Defaulted Interest" has the meaning specified in Section 3.07(a).

           "Depositary" means, with respect to the Securities of any series
      issuable or issued in the form of a Global Security, the Person designated
      as Depositary by the Company pursuant to Section 3.01 until a successor
      Depositary shall have become such as provided pursuant to the applicable
      provisions of this Indenture, and thereafter "Depositary" shall mean or
      include each Person which is then a Depositary hereunder with respect to
      any Securities of such series. If at any time there is more than one such
      Person which is then a Depositary with respect to the Securities of any
      series, "Depositary" as used with respect to any Securities of such series
      shall mean each Person which is then a Depositary with respect to such
      Securities.

           "Designated Currency" has the meaning specified in Section 5.16.

           "Dollar" or "$" means a dollar or other equivalent unit in such coin
      or Currency of the United States as at the time shall be legal tender for
      the payment of public and private debts.

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

           "Euroclear" means Euroclear Bank S.A./N.V., or any successor thereof,
      as operator of the Euroclear System.

                                       4
<PAGE>
           "European Communities" means the European Economic Community, the
      European Coal and Steel Community and the European Atomic Energy
      Community.

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

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

           "Exchange Date" has the meaning specified in Section 3.04(b).

           "Exchange Rate Agent" means, with respect to Securities of or within
      any series, unless otherwise specified with respect to any Securities
      pursuant to Section 3.01, a New York Clearing House bank, designated
      pursuant to Section 3.01 or Section 3.11.

           "Exchange Rate Officer's Certificate" means a certificate setting
      forth (i) the applicable Market Exchange Rate and (ii) the Dollar or
      Foreign Currency amounts of principal (and premium, if any) and interest,
      if any (on an aggregate basis and on the basis of a Security having the
      lowest denomination principal amount determined in accordance with Section
      3.02 in the relevant Currency), payable with respect to a Security of any
      series on the basis of such Market Exchange Rate, signed by the Treasurer,
      any Vice President or any Assistant Treasurer of the Company.

           "Foreign Currency" means any Currency other than Currency of the
      United States.

           "Funded Debt" of any corporation means, at any date of computation,
      all indebtedness for money borrowed of such corporation which by its terms
      matures more than 12 months after such date or which is extendible or
      renewable at the option of the obligor on such indebtedness to a time more
      than 12 months after such date; provided, however, that (i) Funded Debt
      shall include all obligations in respect of lease rentals which, under
      generally accepted accounting principles, appear on a balance sheet of the
      obligor as a liability item other than a current liability, (ii) in the
      case of the Company, Funded Debt shall not include Subordinated Debt, and
      (iii) outstanding preferred stock of a Restricted Subsidiary that is not
      owned by the Company or a Wholly-owned Restricted Subsidiary shall be
      deemed to constitute a principal amount of Funded Debt equal to the par
      value or involuntary liquidation value, whichever amount is higher, of
      such preferred stock.

                                       5
<PAGE>
           "Global Security" means, with respect to any series of Securities
      issued hereunder, a Security, which may be a Registered Security or a
      Bearer Security, executed by the Company and authenticated and delivered
      by the Trustee pursuant to Section 3.03, 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 a portion thereof
      having the same terms, including, without limitation, the same date or
      dates on which principal is due, the same interest rate or method of
      determining interest and, in the case of Original Issue Discount
      Securities, the same issue price (except that such Outstanding Securities
      of such series or portion thereof need not have the same issue date) and
      which shall be a temporary Global Security or a Permanent Global Security.

           "Holder" or "Securityholder" when used with respect to a Registered
      Security, means the Person in whose name such Security is registered on
      the Security Register and, when used with respect to a Bearer Security,
      means the bearer thereof and when used with respect to any coupon, means
      the bearer thereof.

           "indebtedness" of any corporation shall include all indebtedness, as
      determined in accordance with generally accepted accounting principles,
      created, incurred or assumed by such corporation or guaranteed by such
      corporation or indebtedness for which it is otherwise liable (such as by
      agreement to purchase indebtedness of, or to supply funds to or invest in,
      others), all amounts owing by such corporation under purchase money
      mortgages or other purchase money liens or conditional sale or other title
      retention agreements, and all indebtedness secured by any mortgage,
      security interest, pledge, lien or encumbrance upon property owned by such
      corporation, even though such corporation has not assumed or become liable
      for the payment of such indebtedness; provided, that, in computing the
      "indebtedness" of any corporation, there shall be excluded any particular
      indebtedness if, upon or prior to the maturity thereof, there shall have
      been deposited with the proper depository in trust money (or evidences of
      indebtedness if permitted by the instrument creating such indebtedness) in
      the necessary amount to pay, redeem or satisfy such indebtedness, and
      thereafter such money and evidences of indebtedness so deposited shall not
      be included in any computation of the assets of such corporation.

           "Indexed Security" means a Security as to which all or certain
      interest payments and/or the principal amount payable at Maturity are
      determined by reference to prices, changes in prices, or differences
      between prices, or Securities or Currencies as specified pursuant to
      Section 3.01.

           "interest" when used with respect to a non-interest bearing Security
      means interest payable after Maturity.

                                       6
<PAGE>
           "Interest Payment Date" with respect to any Security means the Stated
      Maturity of an installment of interest on such Security.

           "mandatory sinking fund payment" has the meaning specified in Section
      12.01.

           "Market Exchange Rate" means, unless otherwise specified with respect
      to any Securities pursuant to Section 3.01, (i) for any conversion
      involving a Currency unit on the one hand and Dollars or any Foreign
      Currency on the other, the exchange rate between the relevant Currency
      unit and Dollars or such Foreign Currency calculated by the method
      specified pursuant to Section 3.01 for the Securities of the relevant
      series, (ii) for any conversion of Dollars into any Foreign Currency, the
      noon buying rate for such Foreign Currency for cable transfers quoted in
      New York City as certified for customs purposes by the Federal Reserve
      Bank of New York and (iii) for any conversion of one Foreign Currency into
      Dollars or another Foreign Currency, the spot rate at noon local time in
      the relevant market at which, in accordance with normal banking
      procedures, the Dollars or Foreign Currency into which conversion is being
      made could be purchased with the Foreign Currency from which conversion is
      being made from major banks located in either New York City, London or any
      other principal market for Dollars or such purchased Foreign Currency, in
      each case determined by the Exchange Rate Agent. Unless otherwise
      specified with respect to any Securities pursuant to Section 3.01, in the
      event of the unavailability of any of the exchange rates provided for in
      the foregoing Clauses (i), (ii) and (iii), the Exchange Rate 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, London or any other principal market for such Currency or Currency
      unit in question, or such other quotations as the Exchange Rate Agent
      shall deem appropriate. Unless otherwise specified by the Exchange Rate
      Agent, if there is more than one market for dealing in any Currency or
      Currency unit by reason of foreign exchange regulations or otherwise, the
      market to be used in respect of such Currency or Currency unit shall be
      that upon which a nonresident issuer of securities designated in such
      Currency or Currency unit would purchase such Currency or Currency unit in
      order to make payments in respect of such securities.

           "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 at the Stated Maturity or by declaration of
      acceleration, call for redemption or otherwise.

                                       7
<PAGE>
           "Officers' Certificate" means a certificate signed by the Chief
      Executive Officer, 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, and
      delivered to the Trustee.

           "Opinion of Counsel" means a written opinion of legal counsel, who
      may (except as otherwise expressly provided in this Indenture) be counsel
      for the Company.

           "optional sinking fund payment" has the meaning specified in Section
      12.01.

           "Original Issue Discount Security" means any Security that provides
      for an amount less than the principal amount thereof to be due and payable
      upon a declaration of acceleration of the Maturity thereof pursuant to
      Section 5.02.

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

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

                  (ii)  Securities of such series for whose payment or
           redemption money in the necessary amount has been theretofore
           deposited with the Trustee or any Paying Agent (other than the
           Company) in trust or set aside and segregated in trust by the Company
           (if the Company shall act as its own Paying Agent) for the Holders of
           such Securities in accordance with Section 4.01; provided, that, if
           such Securities are to be redeemed, notice of such redemption has
           been duly given pursuant to this Indenture or provision therefor
           satisfactory to the Trustee has been made;

                  (iii) Securities as to which defeasance has been effected
           pursuant to Section 4.03; and

                  (iv)  Securities which have been paid pursuant to Section 3.06
           or in exchange for or in lieu of which other Securities have been
           authenticated and delivered pursuant to this Indenture;

      provided, however, that in determining whether the Holders of the
      requisite principal amount of Outstanding Securities have given any
      request, demand, authorization, direction, notice, consent or waiver
      hereunder or are present at a meeting of Holders for quorum purposes, and
      for the purpose of making the

                                       8
<PAGE>
      calculations required by TIA Section 313, (a) the principal amount of an
      Original Issue Discount Security that shall be deemed to be Outstanding
      for such purposes shall be the amount of the principal thereof that would
      be due and payable as of the date of such determination upon acceleration
      of the Maturity thereof pursuant to Section 5.02, (b) the principal amount
      of a Security denominated in a Foreign Currency or Currencies that shall
      be deemed to be Outstanding for such purposes shall be the Dollar
      equivalent of the principal amount (or, in the case of a Security that is
      an Original Issue Discount Security or Indexed Security, the principal
      amount deemed to be Outstanding pursuant to Clause (a) above or Clause (c)
      below of this proviso) of such Security (or, as the case may be, any
      Predecessor Security) determined upon original issuance thereof as
      provided pursuant to Section 3.01(3) with respect to the Securities of
      such series, (c) the principal amount of any Indexed Security that may be
      counted in making such determination or calculation and that shall be
      deemed Outstanding for such purpose shall be equal to the principal face
      amount of such Indexed Security at original issuance unless otherwise
      provided with respect to such Security pursuant to Section 3.01 and (d)
      Securities of such series owned by the Company or any other obligor upon
      such Securities or 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 a Responsible Officer of the Trustee actually 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 such Securities or any Affiliate of the
      Company or such other obligor.

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

           "Permanent Global Security" means a permanent Global Security
      representing Securities of a series or a portion thereof.

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

           "Place of Payment" means a city or any political subdivision thereof
      designated as such as provided in Section 3.01.


                                       9
<PAGE>
           "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.

           "preferred stock" as applied to the stock of any corporation means
      any class of stock of such corporation which has a preference in respect
      of dividends or other distributions of assets, or in respect of amounts
      payable in the event of any voluntary or involuntary liquidation,
      dissolution and winding up of such corporation, over any class of stock of
      such corporation.

           "Principal Property" means any real property (including buildings and
      other improvements) of the Company or any Restricted Subsidiary whether
      currently owned or hereafter acquired (other than any property hereafter
      acquired for the control or abatement of atmospheric pollutants or
      contaminants or water, noise, odor or other pollution, or for purposes of
      developing a cogeneration facility or a small power production facility as
      such terms are defined in the Public Utility Regulatory Policies Act of
      1978, as amended) which (i) has, at any date of determination, a book
      value in excess of 5% of Shareowners' Equity and (ii) in the opinion of
      the Board of Directors is of material importance to the total business
      conducted by the Company and its Restricted Subsidiaries as a whole.

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

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

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

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

           "Remarketing Entity" when used with respect to Securities of any
      series which are repayable at the option of the Holders thereof before
      their Stated Maturity means any person designated by the Company to
      purchase any such Securities.

                                       10
<PAGE>
           "Repayment Date" when used with respect to any Security to be repaid
      upon exercise of an option for repayment by the Holder means the date
      fixed for such repayment pursuant to this Indenture.

           "Repayment Price" when used with respect to any Security to be repaid
      upon exercise of an option for repayment by the Holder means the price at
      which it is to be repaid pursuant to this Indenture.

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

           "Restricted Subsidiary" means any Subsidiary of the Company other
      than an Unrestricted Subsidiary.

           "Sale and Lease-Back Transaction" has the meaning specified in
      Section 10.06.

           "Secured Debt" means indebtedness for money borrowed by the Company
      or a Restricted Subsidiary (other than indebtedness owed by a Restricted
      Subsidiary to the Company, by a Restricted Subsidiary to another
      Restricted Subsidiary or by the Company to a Restricted Subsidiary), which
      is secured by (a) a mortgage or other lien on any Principal Property of
      the Company or a Restricted Subsidiary, or (b) a pledge, lien or other
      security interest on any shares of stock or indebtedness of a Restricted
      Subsidiary. The amount of Secured Debt at any time outstanding shall be
      the amount then owing thereon by the Company or a Restricted Subsidiary.

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

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

           "Shareowners' Equity" means, at any date of computation, the
      aggregate of capital stock, capital surplus and earned surplus, after
      deducting the cost of shares of capital stock of the Company held in its
      treasury, of the Company and its Restricted Subsidiaries, as consolidated
      and determined in accordance with generally accepted accounting
      principles.

                                       11
<PAGE>
           "Special Record Date" for the payment of any Defaulted Interest means
      the date fixed by the Trustee pursuant to Section 3.07.

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

           "Subordinated Debt" means any unsecured indebtedness of the Company
      which: (1) has a final maturity subsequent to the latest final Maturity of
      the Outstanding Securities of any series; (2) does not provide for
      mandatory payment or retirement prior to said date, whether by means of
      serial maturities or sinking fund or other analogous provisions or plan,
      fixed or contingent, requiring, or which on the happening of a contingency
      may require, the payment or retirement of such indebtedness in amounts
      which as of any particular time would aggregate more than such portion of
      the original principal amount thereof as is obtained by multiplying such
      original principal amount by a fraction the numerator of which shall be
      the number of months elapsed from the date of creation of such
      indebtedness to such time and the denominator of which shall be the number
      of months from the date of creation thereof to the final maturity thereof;
      and (3) is expressly made subordinate and junior in right of payment to
      the Securities and such other indebtedness of the Company (except other
      Subordinated Debt) as may be specified in the instruments evidencing the
      Subordinated Debt or the indenture or other similar instrument under which
      it is issued (which indenture or other instrument shall be binding on all
      holders of such Subordinated Debt).

           "Subsidiary" means any corporation of which the Company, or the
      Company and one or more Subsidiaries, or any one or more Subsidiaries,
      directly or indirectly own outstanding shares of capital stock having
      voting power sufficient to elect, under ordinary circumstances (not
      dependent upon the happening of a contingency), a majority of the
      directors.

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

           "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
      as amended, as in force at the date as of which this Indenture was
      executed, except as otherwise provided in Section 9.05.

                                       12
<PAGE>
           "United States" means the United States of America (including the
      District of Columbia) and its possessions and territories and other areas
      subject to its jurisdiction (including the Commonwealth of Puerto Rico,
      the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
      Northern Mariana Islands).

           "United States Alien" means any Person who, for United States Federal
      income tax purposes, is a foreign corporation, a non-resident alien
      individual, a non-resident alien fiduciary of a foreign estate or trust,
      or a foreign partnership one or more of the members of which is, for
      United States Federal income tax purposes, a foreign corporation, a
      non-resident alien individual or a non-resident alien fiduciary of a
      foreign estate or trust.

           "Unrestricted Subsidiary" means (a) any Subsidiary which, in
      accordance with the provisions of this Indenture, has been designated by
      the Company as an Unrestricted Subsidiary, unless and until such
      Subsidiary shall, in accordance with the provisions of this Indenture, be
      designated by the Company as a Restricted Subsidiary; and (b) any
      corporation of which any one or more Unrestricted Subsidiaries directly or
      indirectly own outstanding shares of capital stock having voting power
      sufficient to elect, under ordinary circumstances (not dependent upon the
      happening of a contingency), a majority of the directors.

           "Valuation Date" has the meaning specified in Section 3.10(c).

           "Wholly-owned Restricted Subsidiary" means a Restricted Subsidiary
      all of the outstanding capital stock of which, other than directors'
      qualifying shares, and all of the Funded Debt of which, shall at the time
      be owned by the Company or by one or more Wholly-owned Restricted
      Subsidiaries, or by the Company in conjunction with one or more
      Wholly-owned Restricted Subsidiaries.

           "Yield to Maturity" when used with respect to an Original Issue
      Discount Security means the yield to Maturity on such Security calculated
      at the time of issuance thereof, or, if applicable, at the most recent
      redetermination of interest on such Security, and calculated in accordance
      with either the constant interest method or such other accepted financial
      practice as is specified in the terms of such Security established
      pursuant to Section 3.01.

           Section 1.02. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the

                                       13
<PAGE>
case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or request, no additional certificate or opinion
need be furnished.

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

           (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;

           (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 the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

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

                                       14
<PAGE>
           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 Securityholders.

           (a)    Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be made, given or
taken by Securityholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Securityholders in
person or by agent duly appointed in writing. If Securities of a series are
issuable in whole or in part as Bearer Securities, any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Securityholders may, alternatively, be
embodied in and evidenced by the record of Securityholders voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Securityholders duly called and held in accordance with the
provisions of Article Thirteen, or a combination of such instrument or
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee, and, where it is hereby expressly
required, to the Company. 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 Securityholders signing such instrument or
instruments or 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 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section. The
record of any meeting of Securityholders shall be proved in the manner provided
in Section 13.06.

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

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

                                       15
<PAGE>
           (d)    The ownership, principal amount and serial numbers of Bearer
Securities held by any Person, and the date of holding the same, may be proved
by the production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities in the amount and with the
serial numbers therein described; or such facts may be proved by the certificate
or affidavit of the Person holding such Bearer Securities, if such certificate
or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(1) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding. The ownership, principal amount and serial numbers of Bearer
Securities held by any Person, and the date of holding the same, may also be
proved in any other manner which the Company and the Trustee deem sufficient.

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

           (f)    If the Company shall solicit from the Holders of Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
provided, that, no such authorization,

                                       16
<PAGE>
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than eleven months after the record date.

           Section 1.05. Notices, etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of
Securityholders 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 Securityholder or by the Company shall be
      sufficient for every purpose hereunder if made, given, furnished or filed
      in writing (which may be via facsimile) to or with the Trustee at its
      principal corporate trust office, or

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

           Section 1.06. Notices to Securityholders; Waiver. Where this
Indenture provides for notice to Securityholders of any event, such notice shall
be sufficiently given (unless otherwise herein expressly provided) (a) to
Holders of Registered Securities, if in writing and mailed, first-class, postage
prepaid, to each Holder of Registered Securities affected by such event, at such
Holder's address as it appears on the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice and (b) except as otherwise specified with respect to any
Securities pursuant to Section 3.01, to Holders of Bearer Securities, if
published in an Authorized Newspaper in the City of New York and, if the
Securities of such series are then listed on the London Stock Exchange Limited
and such stock exchange shall so require, in London, and, if the Securities of
such series are then listed on the Luxembourg Stock Exchange and such stock
exchange shall so require, in Luxembourg, and, if the Securities of such series
are then listed on any other stock exchange outside the United States and such
stock exchange shall so require, in any other required city outside the United
States or, if not practicable, in Europe, on a Business Day at least twice, the
first such publication to be not later than the latest date and not earlier than
the earliest date prescribed for the giving of such notice. Any such notice
shall be deemed to have been given on the date of such publication or, if
published more than once, on the date of the first publication.

           In any case where notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any

                                       17
<PAGE>
particular Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency
of any notice by publication to Holders of Bearer Securities given as provided
herein. Any notice mailed to a Holder in the manner prescribed herein shall be
conclusively deemed to have been given to such Holder whether or not received by
such Holder. In case, by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible or impracticable to give
notice to Holders of Registered Securities by mail, then such notification as
shall be made with the approval of the Trustee shall constitute sufficient
notification to Holders for every purpose hereunder.

           Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

           In case, by reason of the suspension of publication of any Authorized
Newspaper, or by reason of any other cause, it shall be impossible or
impracticable to make publication of any notice to Holders of Bearer Securities
in an Authorized Newspaper or Authorized Newspapers as required by this
Indenture, then such method of publication or notification to Holders of Bearer
Securities as shall be made with the approval of the Trustee shall constitute a
sufficient publication of such notice. Neither the failure to give notice by
publication, nor any defect in any notice so given, to any particular Holder of
a Bearer Security as provided herein shall affect the sufficiency of such notice
with respect to other Holders of Bearer Securities or the sufficiency of any
notice given to Holders of Registered Securities as provided herein.

           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 Securityholders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

           Section 1.07. Conflict with Trust Indenture Act. If any provision of
this Indenture limits, qualifies or conflicts with another provision hereof
which is required or deemed to be included in this Indenture by any of the
provisions of TIA, such required or deemed included provision 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.

                                       18
<PAGE>
           Section 1.09. Successors and Assigns. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

           Section 1.10. Separability Clause. In case any provision in this
Indenture or in the Securities of any series or in 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 in any coupons appertaining thereto, express or implied, shall
give to any Person, other than the parties hereto, any Authentication Agent, any
Paying Agent, any Security Registrar and their successors hereunder and the
Securityholders, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

           Section 1.12. Governing Law. This Indenture and the Securities and
any coupons appertaining thereto shall be governed by and construed in
accordance with the internal laws of the State of New York, without regard to
its conflicts of law principles.

           Section 1.13. Payments Due on Non-Business Days. If any Stated
Maturity, Redemption Date, Repayment Date, Interest Payment Date or other day on
which payment of any principal, premium or interest is required to be made in
respect of a Security of any series shall not be a Business Day with respect to
the Securities of such series, then (notwithstanding any other provision of this
Indenture or of such Security or any coupon appertaining thereto) payment of the
principal (and premium, if any) and interest, if any, otherwise due in respect
of such Security need not be made at such Stated Maturity or on such Redemption
Date, Repayment Date, Interest Payment Date or other day, as the case may be,
but may be made on the next succeeding Business Day with the same force and
effect as if made at such Stated Maturity or on such Redemption Date, Repayment
Date, Interest Payment Date or other day, as the case may be, and no interest
shall accrue for the period from and after such Stated Maturity, Redemption
Date, Repayment Date, Interest Payment Date or other day, as the case may be.

                                  ARTICLE TWO

                               FORMS OF SECURITIES

           Section 2.01. Forms Generally. The Registered Securities, if any, of
each series and the Bearer Securities, if any, of each series and the coupons,
if any, appertaining thereto shall be in substantially the form or forms
(including temporary or permanent global form) as shall be established by or
pursuant to a Board Resolution (and set forth in a Board Resolution or, to the
extent established pursuant to rather than set

                                       19
<PAGE>
forth in such Board Resolution, in an Officers' Certificate as to such
establishment) or in one or more supplemental indentures hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon, as may be required to comply with any law or with any rules or
regulations pursuant thereto, or with the rules of any securities exchange, or
as may, consistently herewith, be determined by the officers executing such
Securities or coupons, as evidenced by their execution of such Securities or
coupons.

           The Securities of each series shall be issuable as Registered
Securities without coupons or as Bearer Securities with or without coupons.
Unless otherwise specified with respect to the Securities of a series as
contemplated by Section 3.01, Bearer Securities (other than Global Securities)
will have coupons attached and Bearer Securities that are Global Securities will
not have coupons attached. Registered Securities and Bearer Securities of a
series may, to the extent specified with respect to the Securities of such
series, as contemplated by Section 3.01, be issued as Global Securities.

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

           Section 2.02. Form of Trustee's Certificate of Authentication.

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

                         "CERTIFICATE OF AUTHENTICATION

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

                                            Citibank, N.A., as Trustee

                                            By  _______________________________
                                                   Authorized Signatory

                                            Dated:  ___________________________"

           Section 2.03. Global Securities. If the Securities of or within a
series are issuable as a Global Security, such Global Security may provide that
it shall represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent Outstanding Securities
of such series from time to time

                                       20
<PAGE>
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or decreased
to reflect exchanges. Any endorsement of a Global Security to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee and in such manner as shall be
specified in such Global Security. Any instructions by the Company with respect
to a Global Security, after its initial issuance, other than a change in the
terms of the Global Security, shall be in writing but need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel.

           Unless otherwise provided with respect to the Securities of any
series in accordance with Section 3.01, payment of principal of (and premium, if
any, on) a Permanent Global Security of such series in bearer form shall be made
by the Depositary to each of Euroclear and Clearstream with respect to the
portion of such Permanent Global Security held for each of their respective
accounts by the Depositary. Each of Euroclear and Clearstream will in such
circumstances credit the payment of principal (or premium, if any) received by
it in respect of such Permanent Global Security to the accounts of the
beneficial owners thereof. Payment of interest, if any, on such Permanent Global
Security shall be made as provided in Section 3.07.

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

           Notwithstanding the provisions of Section 3.08 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company or the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a Permanent Global Security (i) in the
case of a Permanent Global Security in registered form, the Holder of such
Permanent Global Security in registered form, or (ii) in the case of a Permanent
Global Security in bearer form, Euroclear or Clearstream.

                                 ARTICLE THREE

                                 THE SECURITIES

           Section 3.01. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

                                       21
<PAGE>
           The Securities may be issued at any time and from time to time in one
or more series. There shall be established, at the Company's option, (i) in or
pursuant to one or more Board Resolutions and set forth in an Officers'
Certificate or (ii) in one or more supplemental indentures hereto, in each case,
prior to the issuance of Securities of any series, any or all of the following,
as applicable:

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

           (2)    any limit upon the aggregate principal amount of the
      Securities of the series which may be authenticated and delivered under
      this Indenture (except for Securities authenticated and delivered upon
      registration of transfer of, or in exchange for, or in lieu of, other
      Securities of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06,
      11.08 or 14.03 and except for any Securities which, pursuant to Section
      3.03, are deemed never to have been authenticated and delivered
      hereunder);

           (3)    if the Securities of the series are not denominated in
      Dollars, the Foreign Currency or Foreign Currencies in which such
      Securities are denominated, the manner in which the Dollar equivalent of
      the principal amount of each such Security is to be determined upon
      original issuance and, if any payment of principal of (or premium, if any)
      or interest, if any, on or any other amount in respect of the Securities
      of the series is not payable in Dollars, the Foreign Currency or Foreign
      Currencies in which such payment shall be payable and the particular
      provisions applicable thereto;

           (4)    the date or dates, or the method by which such date or dates
      will be determined or extended, on which the principal of (and premium, if
      any, on) the Securities of the series is payable;

           (5)    the rate or rates at which the Securities of the series shall
      bear interest, if any, or the method by which such rate or rates shall be
      determined, the date or dates from which such interest shall accrue, or
      the method by which such date or dates shall be determined, the Interest
      Payment Dates on which such interest shall be payable and the Regular
      Record Date, if any, for the interest payable on any Registered Security
      on any Interest Payment Date, or the method by which such date or dates
      shall be determined and the manner of computing interest, if any, if other
      than as specified in the last paragraph of Section 3.07;

           (6)    the place or places where, subject to Section 10.02, the
      principal of (and premium, if any) and interest, if any, on Securities of
      the series shall be payable, any Registered Securities of the series may
      be surrendered for registration

                                       22
<PAGE>
      of transfer, Securities of the series may be surrendered for exchange
      and notices and demands to or upon the Company in respect of the
      Securities of the series and this Indenture may be served and where
      notices to Holders pursuant to Section 1.06 will be published;

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

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

           (9)    if other than denominations of $1,000 and any integral
      multiple thereof, the denominations in which Registered Securities of the
      series shall be issuable; and the denominations in which Bearer Securities
      of such series shall be issuable if other than $10,000 and any integral
      multiple thereof;

           (10)    if other than the principal amount thereof, the portion of
      the principal amount of Securities of the series that shall be payable
      upon declaration of acceleration of the Maturity thereof pursuant to
      Section 5.02 or the method by which such portion shall be determined;

           (11)    whether Securities of the series are to be issuable as
      Registered Securities, Bearer Securities or both, whether Bearer
      Securities of the series are to be issuable with or without coupons or
      both, whether and the terms upon which Bearer Securities of the series may
      be exchanged for Registered Securities of the series, if other than as
      provided herein, and, in the case of Bearer Securities (or any temporary
      Global Security representing the same), the date as of which such Bearer
      Securities shall be dated if other than the date of original issuance of
      the first Security of such series of like tenor and term to be issued;

           (12)    whether the Securities of the series shall be issued in whole
      or in part in the form of a Global Security or Securities and, in such
      case, the Depositary for such Global Security or Securities, whether such
      global form shall be permanent or temporary and, if so, whether beneficial
      owners of interests in any such Permanent Global Security may exchange
      such interests for Securities of such series in certificated form and of
      like tenor of any authorized form and denomination and the

                                       23
<PAGE>
      circumstances under which any such exchanges may occur, if other than
      in the manner provided in this Article Three, and, if applicable, the
      Exchange Date;

           (13)    whether and under what circumstances, and the terms and
      conditions on which, the Company will pay additional amounts on the
      Securities of the series in respect of any tax, assessment or governmental
      charge withheld or deducted and whether the Company will have the option
      to redeem such Securities rather than pay such additional amounts or to
      redeem such Securities in the event of the imposition of any
      certification, documentation, information or other reporting requirement
      and, if so, under what circumstances and the terms and conditions on which
      the Company may exercise such option;

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

           (15)    the Person to whom interest, if any, on any Registered
      Security of the series shall be payable, if other than the Person in whose
      name such Security (or one or more Predecessor Securities) is registered
      at the close of business on the Regular Record Date for such interest
      payment, the manner in which, or the Person to whom, interest, if any, on
      any Bearer Security of the series shall be payable, if other than upon
      presentation and surrender of the coupons appertaining thereto as they
      severally mature, and the extent to which, or the manner in which, any
      interest payable on a temporary Global Security on an Interest Payment
      Date will be paid if other than in the manner provided in Section 3.04;

           (16)    any additions to or changes in any Events of Default or
      covenants set forth herein with respect to the Securities of the series;

           (17)    the application, if any, of Section 4.03 or Section 10.09 to
      the Securities of the series;

           (18)    the designation of the initial Exchange Rate Agent, if any;

           (19)    if the Securities of the series are to be convertible into or
      exchangeable for any securities of any Person (including the Company), the
      terms and conditions upon which such Securities will be so convertible or
      exchangeable;

           (20)    the Trustee with respect to the series, if other than the
      Trustee named in this Indenture and the identity of each Authenticating
      Agent, Security Registrar and/or Paying Agent, if other than the Trustee;
      and

                                       24
<PAGE>
            (21)    any other terms of the series (which terms shall not be
      inconsistent with the provisions of this Indenture).

            All Securities of any one series and the coupons, if any,
appertaining to any Bearer Securities of such series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to such Board Resolution and set forth in such Officers' Certificate
or in any such supplemental indenture hereto. Securities of any particular
series may be issued at various times, with different dates on which the
principal or any installment of principal is payable, with different rates of
interest, if any, or different methods by which rates of interest may be
determined, with different dates on which such interest may be payable and with
different Redemption Dates or Repayment Dates and may be denominated in
different Currencies or payable in different Currencies.

            Prior to the issuance of Securities of any series the Trustee shall
have received and (subject to Section 6.01) shall be fully protected in relying
upon:

            (a)   the Board Resolution, Officers' Certificate or supplemental
      indenture hereto establishing the form of the Securities of the series
      pursuant to Section 2.01 and the terms of the Securities of the series
      pursuant to this Section;

            (b)   an Officers' Certificate; and

            (c)   an Opinion of Counsel stating:

                  (i)   that the form or forms of the Securities of the series
            and any coupons appertaining thereto has been established by or
            pursuant to a Board Resolution or by a supplemental indenture hereto
            as provided by Section 2.01 in conformity with the provisions of
            this Indenture;

                  (ii)  that the terms of the Securities of the series and any
            coupons appertaining thereto have been established by or pursuant to
            a Board Resolution or by a supplemental indenture hereto as provided
            by this Section in conformity with the provisions of this Indenture;

                  (iii) that the Securities of the series and the coupons, if
            any, appertaining thereto, when authenticated and delivered by the
            Trustee and issued by the Company in the manner and subject to any
            conditions specified in such Opinion of Counsel, will constitute
            valid and legally binding obligations of the Company, enforceable in
            accordance with their terms, subject to bankruptcy, insolvency,
            reorganization and other laws of general applicability relating to
            or affecting the enforcement of creditors' rights and to general
            equity principles and except further as enforcement thereof may be


                                       25
<PAGE>
            limited by (1) requirements that a claim with respect to any
            Securities denominated other than in Dollars (or a Foreign Currency
            or Currency unit judgment in respect of such claim) be converted
            into Dollars at a rate of exchange prevailing on a date determined
            pursuant to applicable law or (2) governmental authority to limit,
            delay or prohibit the making of payments in Foreign Currencies or
            Currency units or payments outside the United States; and

                  (iv)  that all laws and requirements in respect of the
            execution and delivery by the Company of the Securities of the
            series and the coupons, if any, appertaining thereto have been
            complied with and that authentication and delivery of the Securities
            of the series and any coupons appertaining thereto by the Trustee
            will not violate the terms of the Indenture.

            The Trustee shall have the right to decline to authenticate and
deliver any Securities of such series and the coupons, if any, appertaining
thereto

            (i)   if the Trustee, being advised by counsel, determines that such
      action may not lawfully be taken;

            (ii)  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 to Holders of any outstanding
      series of Securities; or

            (iii) if the issue of the Securities of such series pursuant to this
      Indenture will affect the Trustee's own rights, duties and immunities
      under the Securities and this Indenture or otherwise in a manner which is
      not reasonably acceptable to the Trustee.

            Notwithstanding the provisions of this Section 3.01 and Section
3.03, if all the Securities of any series are not to be originally issued at one
time, it shall not be necessary to deliver any Board Resolution, Officers'
Certificate or Opinion of Counsel otherwise required pursuant to this Section or
Section 3.03, prior to or at the time of authentication of each Security of such
series if such documents are delivered prior to or at the time of authentication
upon original issuance of the first Security of such series to be issued.

            Section 3.02. Denominations. Securities of each series shall be
issuable in such form and denominations as shall be specified in the form of
Security for such series approved or established pursuant to Section 2.01 or in
the Officers' Certificate or supplemental indenture delivered pursuant to
Section 3.01. In the absence of any


                                       26
<PAGE>
specification with respect to the Securities of any series, the Registered
Securities of such series, if any (other than Registered Securities in global
form, which may be in any denomination), shall be issuable in denominations of
$1,000 and any integral multiples thereof and the Bearer Securities of such
series, if any (other than Bearer Securities in global form, which may be in any
denomination), shall be issuable in denominations of $10,000 and any integral
multiple thereof.

     Section 3.03. Execution, Authentication, Delivery and Dating. The
Securities and coupons, if any, shall be executed on behalf of the Company by
its Chief Executive Officer, President or any Vice President in each case under
its corporate seal reproduced thereon, which corporate seal may be attested by
its Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities or coupons may be manual or facsimile and may be
imprinted or otherwise reproduced on the Securities or coupons. The corporate
seal of the Company may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Securities or the
coupons. Notwithstanding the foregoing, any temporary Global Security may be
executed on behalf of the Company as provided herein without any necessity of
being under its corporate seal as aforesaid.

            Securities and coupons 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 or coupons or did not hold such offices at the date
of such Securities or coupons.

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities, together with any coupons
appertaining thereto, executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities, and the Trustee, in accordance with the Company Order, shall
authenticate and deliver such Securities; provided, however, that, in connection
with its original issuance, no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and provided, further, that,
unless otherwise specified with respect to any series of Securities pursuant to
Section 3.01, a Bearer Security may be delivered in connection with its original
issuance only if the Person entitled to receive such Bearer Security shall have
furnished a certificate substantially in the form set forth in Exhibit A-1 to
this Indenture or such other certificate as may be specified with respect to any
series of Securities pursuant to Section 3.01, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer Security is delivered and
the date on which any temporary Global Security or any Permanent Global Security
first becomes exchangeable for such Bearer Security in accordance with the terms
of such temporary Global Security or Permanent Global Security and this
Indenture. If all the Securities of any one series are not to be issued at


                                       27
<PAGE>
one time and if a Board Resolution or indenture supplemental hereto relating to
the Securities of such series shall so permit, such Company Order may set forth
procedures acceptable to the Trustee for the issuance of such Securities,
including, without limitation, procedures with respect to date of issue, Stated
Maturity, rate of interest, if any, and date from which interest, if any, shall
accrue as determined by the Company as contemplated by Section 3.01. In
authenticating and delivering such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Opinion of Counsel as provided in Section
3.01.

            If the Company shall establish pursuant to Section 3.01 that the
Securities of a series are to be issued in whole or in part in the form of one
or more Global Securities, then the Company shall execute and the Trustee shall,
in accordance with this Section and Section 3.04, if and to the extent
applicable, and the Company Order with respect to such series, authenticate and
deliver one or more Global Securities in permanent or temporary form that (i)
shall represent and shall be denominated in an aggregate principal amount of the
Outstanding Securities of such series to be represented by one or more Global
Securities, (ii) shall be registered in the name of the Depositary for such
Global Security or Securities or the nominee of such Depositary and (iii) shall
be delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions.

            Unless otherwise specified with respect to the Securities of a
series as contemplated by Section 3.01, each Person designated pursuant to
Section 3.01 as a Depositary for a Global Security in registered form, at the
time of its designation and at all times while it serves as Depositary, shall be
a clearing agency registered under the Securities Exchange Act of 1934, as
amended, and any other applicable statute or regulation.

            Each Registered Security (including a Global Security) shall be
dated the date of its authentication. Each Bearer Security of a series
(including a Global Security) shall be dated as of the date of original issuance
of the first Security of such series to be issued except as otherwise
established in or pursuant to the Board Resolution or indenture supplemental
hereto referred to in Section 3.01 relating to the Securities of such series.

            No Security or coupon, if any, 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. Except as permitted by Section 3.06, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons, if
any, for interest then matured have been detached and cancelled.


                                       28
<PAGE>
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 3.09 together with a written statement (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

            Section 3.04. Temporary Securities.

            (a)   Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, either as Registered Securities without coupons, or, if authorized,
as Bearer Securities with one or more coupons or without coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities. In the case of any series of Securities,
such temporary Securities may be issued as a temporary Global Security
representing such of the Outstanding Securities of such series as shall be
specified therein.

            If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay but, in the case of Securities initially represented by a temporary Global
Security, in any event not later than the applicable Exchange Date. Except in
the case of temporary Global Securities (which shall, except as otherwise
specified with respect to the Securities of such series pursuant to Section
3.01, be exchanged in accordance with the provisions of Subsection (b) of this
Section), after the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company maintained pursuant to Section
10.02 at a Place of Payment with respect to Securities of such series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto) the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of such series of authorized denominations and of a like
Stated Maturity, with like terms and provisions, and in the case of Bearer
Securities, having attached thereto any appropriate coupons; provided, however,
that, unless otherwise specified with respect to the Securities of such series
pursuant to Section 3.01, no definitive Bearer Security shall be delivered in
exchange for a temporary


                                       29
<PAGE>
Registered Security; and provided, further, that a definitive Bearer Security
shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 3.03, this Section 3.04 and
Section 3.05. 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 and with like terms and conditions authenticated and
delivered hereunder, except as otherwise specified with respect to the
Securities of such series pursuant to Section 3.01 or as provided in Subsection
(b) of this Section as to payment of interest, if any.

            (b)   Unless otherwise provided in or pursuant to a Board Resolution
or supplemental indenture, this Section 3.04(b) shall govern the exchange of
temporary Securities issued in global form. If temporary Securities of any
series are issued in global form, any such temporary Global Security shall,
unless otherwise provided therein, be delivered to the London office of a
Depositary, for the benefit of Euroclear and Clearstream, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

            Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary Global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary Global Security, executed by the Company. On or after
the Exchange Date, such temporary Global Security shall be surrendered by the
Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary Global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary Global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary Global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 3.01, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; provided,
however, that, unless otherwise specified in such temporary Global Security,
upon such presentation by the Depositary, such temporary Global Security is
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary Global Security held for
its account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by Clearstream as to the portion of such temporary
Global Security held for its account then to be exchanged, each substantially in
the form set forth in Exhibit A-2 to this Indenture or in such other form as may
be established pursuant to Section 3.01; and provided, further, that definitive
Bearer Securities shall be delivered in


                                       30
<PAGE>
exchange for a portion of a temporary Global Security only in compliance with
the requirements of Section 3.03, this Section 3.04 and Section 3.05.

            Unless otherwise specified in such temporary Global Security, the
interest of a beneficial owner of Securities of a series in a temporary Global
Security shall be exchanged for definitive Securities of the same series and of
like tenor following the Exchange Date when the account holder instructs
Euroclear or Clearstream, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or Clearstream, as the case may be, a
certificate substantially in the form set forth in Exhibit A-1 to this Indenture
(or in such other form as may be established pursuant to Section 3.01), dated no
earlier than 15 days prior to the Exchange Date, copies of which certificate
shall be available from the officers of Euroclear and Clearstream, the Trustee,
any Authenticating Agent appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary Global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary
Global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like unless such Person
takes delivery of such definitive Securities in person at the offices of
Euroclear or Clearstream. Definitive Securities in bearer form to be delivered
in exchange for any portion of a temporary Global Security shall be delivered
only outside the United States.

            Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 3.01, interest payable on a temporary
Global Security on an Interest Payment Date for Securities of such series
occurring prior to the applicable Exchange Date shall be payable to Euroclear
and Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee of a certificate or certificates in substantially the
form set forth in Exhibit A-2 to this Indenture (or in such other forms as may
be established pursuant to Section 3.01), for credit without further interest on
or after such Interest Payment Date to the respective accounts of Persons who
are the beneficial owners of such temporary Global Security on such Interest
Payment Date and who have each delivered to Euroclear or Clearstream, as the
case may be, a certificate dated no earlier than 15 days prior to the Interest
Payment Date occurring prior to such Exchange Date in substantially the form set
forth as Exhibit A-1 to this Indenture (or in such other form as my be
established pursuant to Section 3.01). Notwithstanding anything to the contrary
herein contained, the certifications made pursuant to this paragraph shall
satisfy the certification requirements of the preceding two paragraphs of this
Section and of Section 3.03(b) and the interests of the Persons who are the
beneficial owners of the temporary Global Security with respect to which such
certification was made will be exchanged for definitive Securities of the same
series and of like tenor on the Exchange


                                       31
<PAGE>
Date or the date of certification if such date occurs after the Exchange Date,
without further act or deed by such beneficial owners. Except as otherwise
provided in this paragraph, no payments of principal (or premium, if any) or
interest, if any, owing with respect to a beneficial interest in a temporary
Global Security will be made unless and until such interest in such temporary
Global Security shall have been exchanged for an interest in a definitive
Security. Any interest so received by Euroclear and Clearstream and not paid as
herein provided shall be returned to the Trustee prior to the expiration of 2
years after such Interest Payment Date in order to be repaid to the Company.

            Section 3.05. Registration, Registration of Transfer and Exchange.
With respect to each series of Securities which are Registered Securities, the
Company shall cause to be kept at one of the offices or agencies maintained by
the Company pursuant to Section 10.02, a register (herein sometimes referred to
as the "Security Register") in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration of Registered
Securities of such series and the registration of transfers of Registered
Securities of such series. Said office or agency is hereby initially appointed
"Security Registrar" for the purpose of registering Registered Securities of
such series and transfers of Registered Securities of such series as herein
provided. The Company may from time to time change the place at which the
Security Register shall be kept. The Trustee shall have the right to examine the
Security Register for each series at any time during normal business hours.

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

            At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of such series of any authorized
denominations, of like tenor and terms and aggregate principal amount, upon
surrender of the Registered Securities to be exchanged at such office or agency.
Whenever any Registered Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Securityholder making the exchange is entitled to receive.
Unless otherwise specified pursuant to Section 3.01, Bearer Securities may not
be issued in exchange for Registered Securities.

            At the option of the Holder, Registered Securities or Bearer
Securities of any series may be issued in exchange for Bearer Securities (except
as otherwise specified as contemplated by Section 3.01 with respect to a Bearer
Security in global form) of the same series, of any authorized denominations and
of like tenor and terms and aggregate


                                       32
<PAGE>
principal amount, upon surrender of the Bearer Securities to be exchanged at any
such office or agency with all unmatured coupons and all matured coupons in
default appertaining thereto. If the Holder of a Bearer Security is unable to
produce any such unmatured coupon or coupons or matured coupon or coupons in
default, such exchange may be effected if the Bearer Securities are accompanied
by payment in funds acceptable to the Company and the Trustee in an amount equal
to the face amount of such missing coupon or 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
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise
provided in Section 10.02, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
and terms after the close of business at such office or agency of (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Securityholder making the exchange is entitled to receive.

            Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.01, any Permanent Global Security shall be
exchangeable only as provided in this paragraph. If any beneficial owner of an
interest in a Permanent Global Security is entitled to exchange such interest
for definitive Securities of such series, as specified with respect to the
Securities of such series pursuant to Section 3.01 and provided that any
applicable notice provided in the Permanent Global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such Permanent
Global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such Permanent


                                       33
<PAGE>
Global Security shall be surrendered by the Depositary or such other depositary
as shall be specified in the Company Order with respect thereto to the Trustee,
as the Company's agent for such purpose, to be exchanged, in whole or from time
to time in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver in accordance with instructions from the applicable
depositary (including instructions as to the registration of Registered
Securities), in exchange for each portion of such Permanent Global Security, an
equal aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such Permanent
Global Security to be exchanged which, unless the Securities of the series are
not issuable both as Bearer Securities and as Registered Securities, as
specified as contemplated by Section 3.01, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof or shall, if the Securities of such
series are issuable only as Registered Securities or only as Bearer Securities,
be definitive Registered Securities or definitive Bearer Securities, as the case
may be; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending on the relevant Redemption Date, if the Security for
which exchange is requested may be among those selected for redemption; and
provided, further, that no Bearer Security delivered in exchange for a portion
of a Permanent Global Security shall be mailed or otherwise delivered to any
location in the United States. If a Registered Security is issued in exchange
for any portion of a Permanent Global Security after the close of business at
the office or agency where such exchange occurs on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, interest or Defaulted Interest, as the case may be, will not
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such Permanent Global
Security is payable in accordance with the provisions of this Indenture.

            Upon the exchange of a Global Security for Securities in definitive
form, such Global Security shall be cancelled by the Trustee.

            If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series or if at any time the Depositary for the
Securities of such series shall no longer be eligible under the fifth paragraph
of Section 3.03, the Company shall appoint a successor Depositary for the
Securities of such series. If a successor Depositary for the Securities of such
series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such ineligibility, the Company's


                                       34
<PAGE>
election pursuant to Section 3.01 shall no longer be effective with respect to
the Securities of such series and the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver, Securities
of such series of like tenor and terms and in definitive form in an aggregate
principal amount equal to the principal amount of the Global Security or
Securities representing such series in exchange for such Global Security or
Securities.

            The Company may at any time and in its sole discretion determine
that the Securities of any series issued in the form of one or more Global
Securities shall no longer be represented by such Global Security or Securities.
In such event the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Securities of
such series, will authenticate and deliver, Securities of such series of like
tenor and terms and in definitive form in an aggregate principal amount equal to
the principal amount of the Global Security or Securities representing such
series in exchange for such Global Security or Securities.

            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 and such
Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

            (a)   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 denominations as requested by such Person in an aggregate
      principal amount equal to and in exchange for such Person's beneficial
      interest in the Global Security; and

            (b)   to such Depositary a new Global Security of like tenor and
      terms and in an aggregate principal amount 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 any of the preceding three
paragraphs, the Company will execute and the Trustee will authenticate and
deliver Securities (a) in definitive registered form in authorized
denominations, if the Securities of such series are issuable as Registered
Securities, (b) in definitive bearer form in authorized denominations, with
coupons attached, if the Securities of such series are issuable as Bearer
Securities or (c) as either Registered or Bearer Securities, as shall be
specified by the beneficial owner thereof, if the Securities of such series are
issuable in either form; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a


                                       35
<PAGE>
temporary Global Security unless the Company or its agent shall have received
from the Person entitled to receive the definitive Bearer Security a certificate
substantially in the form set forth in Exhibit A-1 and, if applicable, A-2
hereto; and provided, further, that delivery of a Bearer Security shall occur
only outside the United States; and provided, further, that no definitive Bearer
Security will be issued if the Company has reason to know that any such
certificate is false.

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

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

            No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer, registration of transfer or exchange of Securities, other
than exchanges or conversions of Securities expressly provided in this Indenture
to be made at the Company's own expense or without expense or without charge to
the Holders.

            The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any particular series to be redeemed for a
period beginning at the opening of business 15 days before (A) if Securities of
such series are issuable only as Registered Securities, the day of the mailing
of a notice of redemption of Securities of such series selected for redemption
under Section 11.03 and ending at the close of business on the day of such
mailing and (B) if Securities of such series are issuable as Bearer Securities,
the day of the first publication of the relevant notice of redemption or, if
earlier, and if Securities of such series are also issuable as Registered
Securities and there is no publication, the day of the mailing of the relevant
notice of redemption and in either case ending at the close of business on the
day of such publication or mailing, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in part,
except the unredeemed portion of such Registered Security being redeemed in
part, or (iii) to exchange any Bearer Security so selected for redemption except
that such a Bearer Security may be exchanged for a Registered Security of like
tenor and terms of that series, provided, that, such Registered Security shall
be simultaneously surrendered for redemption.


                                       36
<PAGE>
            Notwithstanding anything herein to the contrary, the exchange of
Bearer Securities into Registered Securities shall be subject to applicable laws
and regulations in effect at the time of exchange; none of the Company, the
Trustee or the Security Registrar shall exchange any Bearer Securities into
Registered Securities if it has received an Opinion of Counsel that as a result
of such exchanges the Company would suffer adverse consequences under the United
States Federal income tax laws and regulations then in effect and the Company
has delivered to the Trustee a Company Order directing the Trustee not to make
such exchanges thereafter unless and until the Trustee receives a subsequent
Company Order to the contrary. The Company shall deliver copies of such Company
Orders to the Security Registrar.

            Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If
any mutilated Security or a Security with a mutilated coupon is surrendered to a
Paying Agent outside the United States or in the case of a Registered Security,
to the Trustee, or if the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon, and
there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each of them and their agents harmless, then, 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 shall execute and upon
its request the Trustee shall authenticate and deliver, in exchange therefor
(together with all appurtenant coupons not destroyed, lost or stolen) a new
Security of the same series and of like tenor and principal amount, bearing a
number not contemporaneously outstanding with coupons corresponding to any
coupons appertaining to such mutilated, destroyed, lost or stolen Security;
provided, that, any such Bearer Security will be delivered only in compliance
with Sections 3.03, 3.04 and 3.05, as applicable.

            In case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, with coupons corresponding to
the coupons, if any, appertaining to such mutilated, destroyed, lost or stolen
Security or to the Security to which such mutilated, destroyed, lost or stolen
coupon appertains, pay such Security or coupon (without surrender thereof except
in the case of a mutilated Security or coupon) if the applicant for such payment
shall furnish to the Company and the Trustee such security or indemnity as may
be required by them to save each of them and their agents harmless, and in the
case of destruction, loss or theft, evidence satisfactory to the Company and the
Trustee of the destruction, loss or theft of such Security or coupon and the
ownership thereof; provided, however, that the principal of (and premium, if
any) and interest, if any, on Bearer Securities shall, except as otherwise
provided in Section 10.02, be payable only at an office or agency located
outside the United States and, unless otherwise specified as contemplated by
Section 3.01, any interest on Bearer Securities


                                       37
<PAGE>
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

            Upon the issuance of any new Security or coupon under this Section,
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 new Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security of
such series or in exchange for any mutilated Security of such series, or in
exchange for a Security to which a mutilated, destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security and coupons,
if any, or the destroyed, lost or stolen coupon shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of that series and their
coupons, if any, duly issued hereunder.

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

            Section 3.07. Payment of Interest; Interest Rights Preserved;
Optional Interest Reset.

            (a)   Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 3.01, interest, if any,
on any 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 such Registered Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
at the office or agency of the Company maintained for such purpose pursuant to
Section 10.02; provided, however, that each installment of interest, if any, on
any Registered Security may at the Company's option be paid by (i) mailing a
check for such interest, payable to or upon the written order of the Person
entitled thereto pursuant to Section 3.08, to the address of such Person as it
appears on the Security Register or (ii) transfer to an account maintained by
the payee inside the United States.

            Unless otherwise provided with respect to the Securities of any
series in accordance with Section 3.01, payment of interest, if any, may be
made, in the case of a Bearer Security, at the Holder's option by (i) check in
the Currency designated for such payment pursuant to the terms of the Bearer
Security presented or mailed to an address


                                       38
<PAGE>
outside the United States or (ii) transfer to an account in such Currency
maintained by the payee with a bank located outside the United States.

            Unless otherwise provided with respect to the Securities of any
series in accordance with Section 3.01, every Permanent Global Security of such
series will provide that interest, if any, payable on any Interest Payment Date
will be paid to each of Euroclear and Clearstream with respect to that portion
of such Permanent Global Security held for its account by the Depositary or
other depositary. Each of Euroclear and Clearstream will in such circumstances
credit the interest, if any, received by it in respect of such Permanent Global
Security to the accounts of the beneficial owners thereof.

            Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 3.01, any interest on any
Registered Security of any series which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Registered 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 the Registered Securities of such
      series (or their respective Predecessor Securities) are registered at the
      close of business on a Special Record Date for the payment of such
      Defaulted Interest, which shall be fixed in the following manner. The
      Company shall notify the Trustee in writing of the amount of Defaulted
      Interest proposed to be paid on each Registered Security of such series
      and the date of the proposed payment, and at the same time the Company
      shall deposit with the Trustee an amount of money in the Currency in which
      the Securities of such series are payable (except as otherwise specified
      pursuant to Section 3.01 for the Securities of such series and except, if
      applicable, as provided in Sections 3.10(b), 3.10(d) and 3.10(e)) 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 on or 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 (a "Special Record Date") for the payment
      of such Defaulted Interest which shall be not more than 15 days 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 Registered Securities of such


                                       39
<PAGE>
      series at such Holder's 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, cause a
      similar notice to be published at least once in an Authorized Newspaper in
      each 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 mailed as aforesaid, such Defaulted Interest shall be
      paid to the Persons in whose names the Registered Securities of such
      series (or their respective Predecessor Securities) are registered at the
      close of business on such Special Record Date and shall no longer be
      payable pursuant to the following Clause (2). In case a Bearer Security of
      any series is surrendered at the office or agency in a Place of Payment
      for such series in exchange for a Registered Security of such series after
      the close of business at such office or agency on any Special Record Date
      and before the opening of business at such office or agency on the related
      proposed date for payment of Defaulted Interest, such Bearer Security
      shall be surrendered without the coupon relating to such proposed date of
      payment and Defaulted Interest will not be payable on such proposed date
      of payment in respect of the Registered Security issued in exchange for
      such Bearer Security, but will be payable only to the Holder of such
      coupon when due in accordance with the provisions of this Indenture.

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

            (b)   The provisions of this Section 3.07(b) may be made applicable
to any series of Securities pursuant to Section 3.01 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 3.01).
The interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an
"Optional Reset Date"). The Company may exercise such option with respect to
such Security by notifying the Trustee of such exercise at least 45 but not more
than 60 days prior to an Optional Reset Date for such Security. Not later than
40 days prior to each Optional Reset Date, the Trustee shall transmit, in the
manner provided for in Section 1.06, to the Holder of any such Security a notice
(the "Reset Notice") indicating whether the Company has elected to reset the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), and if so (i) such new interest rate (or such new
spread or spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset


                                       40
<PAGE>
Date to the next Optional Reset Date or, if there is not such next Optional
Reset Date, to the Stated Maturity of such Security (each such period a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period.

            Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish an interest rate (or
a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 1.06, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of any such Security. Such
notice shall be irrevocable. All Securities with respect to which the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) is reset on an Optional Reset Date, and with respect to which the
Holders of such Securities have not tendered such Securities for repayment (or
have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier,
if applicable).

            The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Fourteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender for repayment until the close of
business on the tenth day before such Optional Reset Date.

            (c)   Subject to the foregoing provisions of this Section 3.07 and
Section 3.05, each Security delivered under this Indenture upon transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

            Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 3.01, interest on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months.


                                       41
<PAGE>
            Section 3.08. Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Registered Security, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
any such Registered Security is registered as the owner of such Registered
Security for the purpose of receiving payment of principal of (and premium, if
any), and (subject to Sections 3.05 and 3.07) interest, if any, on such
Registered Security and for all other purposes whatsoever, whether or not such
Registered Security be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.

            Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company or
the Trustee may treat the bearer of any Bearer Security and the bearer of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

            None of the Company, the Trustee, any Paying Agent or the Security
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 interests.

            Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any Depositary, as a Holder, with respect to
such Global Security or impair, as between such Depositary and owners of
beneficial interests in such Global Security, the operation of customary
practices governing the exercise of the rights of such Depositary (or its
nominee) as Holder of such Global Security.

            Section 3.09. Cancellation. All Securities and coupons surrendered
for payment, registration of transfer, exchange, conversion, redemption or for
credit against any current or future sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee for
cancellation and shall be promptly cancelled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder or any coupon previously delivered hereunder which the
Company may have acquired in any manner whatsoever and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly cancelled by
the


                                       42
<PAGE>
Trustee. No Security shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities and coupons held by the Trustee
shall be disposed of by the Trustee in its customary manner and the Trustee
shall, if requested by the Company, deliver a certificate of such disposal to
the Company, unless by a Company Order the Company shall direct the cancelled
Securities to be returned to it. In the case of any temporary Global Security,
which shall be destroyed if the entire aggregate principal amount of the
Securities represented thereby has been exchanged, the certificate of such
destruction shall state that all certificates required pursuant to Section 3.04,
substantially in the form of Exhibit A-2, to be given by Euroclear or
Clearstream, have been duly presented to the Trustee by Euroclear or
Clearstream, as the case may be. Permanent Global Securities shall not be
cancelled until exchanged in full for other Permanent Global Securities or
definitive Securities or until payment thereof is made in full.

            Section 3.10. Currency and Manner of Payments in Respect of
Securities.

            (a)   Unless otherwise specified with respect to any Securities
pursuant to Section 3.01, with respect to Registered Securities of any series
not permitting the election provided for in paragraph (b) below or the Holders
of which have not made the election provided for in paragraph (b) below, and
with respect to Bearer Securities of any series, except as provided in paragraph
(d) below, payment of the principal of (and premium, if any) and interest, if
any, on any Registered or Bearer Security of such series will be made in the
Currency in which such Registered Security or Bearer Security, as the case may
be, is payable. The provisions of this Section may be modified or superseded
with respect to any Securities pursuant to Section 3.01.

            (b)   It may be provided pursuant to Section 3.01 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee for such series of Registered Securities a written election with
signature guarantees and in the applicable form established pursuant to Section
3.01, not later than the close of business on the Election Date (as defined
below) immediately preceding the applicable payment date. If a Holder so elects
to receive such payments in any such Currency, such election will remain in
effect for such Holder or any transferee of such Holder until changed by such
Holder or such transferee by written notice to the Trustee for such series of
Registered Securities (but any such change must be made not later than the close
of business on the Election Date immediately preceding the next payment date to
be effective for the payment to be made on such payment date and no such change
of election may be made with respect to payments to be made on any Registered
Security of such series with respect to which an Event of Default has occurred
or with respect to which the Company has deposited funds pursuant to Article
Four or


                                       43
<PAGE>
Section 10.09 or with respect to which a notice of redemption has been given by
the Company or a notice of option to elect repayment has been sent by such
Holder or such transferee). Any Holder of any such Registered Security who shall
not have delivered any such election to the Trustee of such series of Registered
Securities not later than the close of business on the applicable Election Date
will be paid the amount due on the applicable payment date in the relevant
Currency as provided in Section 3.10(a). The Trustee for each such series of
Registered Securities shall notify the Exchange Rate Agent as soon as
practicable after the Election Date of the aggregate principal amount of
Registered Securities for which Holders have made such written election.

            (c)   If the election referred to in paragraph (b) above has been
provided for pursuant to Section 3.01, then, unless otherwise specified pursuant
to Section 3.01, not later than the fourth Business Day after the Election Date
for each payment date for Registered Securities of any series, the Exchange Rate
Agent will deliver to the Company a written notice specifying the Currency or
Currencies in which Registered Securities of such series are payable, the
respective aggregate amounts of principal of (and premium, if any) and interest,
if any, on the Registered Securities to be paid on such payment date, specifying
the amounts in such Currency so payable in respect of the Registered Securities
as to which the Holders of Registered Securities denominated in any Currency
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, unless otherwise specified pursuant to Section 3.01, on the second
Business Day preceding such payment date the Company will deliver to the Trustee
for such series of Registered Securities an Exchange Rate Officer's Certificate
in respect of the Dollar or Foreign Currency or Currencies amount receivable by
Holders of Registered Securities who have elected payment in a Currency as
provided in paragraph (b) above. Such amounts shall be determined by the Company
on the basis of the applicable Market Exchange Rate in effect on the second
Business Day (the "Valuation Date") immediately preceding each payment date, and
such determination shall be conclusive and binding for all purposes, absent
manifest error.

            (d)   If a Conversion Event occurs with respect to a Foreign
Currency in which any of the Securities are denominated or payable other than
pursuant to an election provided for pursuant to paragraph (b) above, then with
respect to each date for the payment of principal of (and premium, if any) and
interest, if any, on the applicable Securities denominated or payable in such
Foreign Currency occurring after the last date on which such Foreign Currency
was used (the "Conversion Date"), the Dollar shall be the Currency of payment
for use on each such payment date. Unless otherwise specified pursuant to
Section 3.01, the Dollar amount to be paid by the Company to the Trustee for
each such series of Securities and by such Trustee or any Paying Agent to the
Holders of such Securities with respect to such payment date shall be, in the
case of a Foreign Currency other than a Currency unit, the Dollar Equivalent (as
defined below) of the


                                       44
<PAGE>
Foreign Currency or, in the case of a Currency unit, the Dollar Equivalent of
the Currency unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.

            (e)   Unless otherwise specified pursuant to Section 3.01, if the
Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) of
this Section.

            (f)   "Dollar Equivalent" when used with respect to any Foreign
Currency shall be determined by the Exchange Rate Agent and shall be obtained
for each subsequent payment date by converting the specified Foreign Currency
into Dollars at the Market Exchange Rate on the Conversion Date.

            (g)   "Dollar Equivalent" when used with respect to any Currency
unit shall be determined by the Exchange Rate Agent and subject to the
provisions of paragraph (h) below shall be the sum of each amount obtained by
converting the Specified Amount (as defined below) of each Component Currency
(as defined below) into Dollars at the Market Exchange Rate for such Component
Currency on the Valuation Date with respect to each payment.

            (h)   For purposes of this Section, the following terms shall have
the following meanings:

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

            A "Specified Amount" of a Component Currency shall mean the number
      of units of such Component Currency or fractions thereof which were
      represented in the relevant Currency unit, including, but not limited to,
      the ECU, 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


                                       45
<PAGE>
      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 amounts of such two or more
      Currencies, having an aggregate Dollar Equivalent value at the Market
      Exchange Rate on the date of such replacement equal to the Dollar
      Equivalent of the Specified Amount of such former Component Currency at
      the Market Exchange Rate immediately before such division, and such
      amounts shall thereafter be Specified Amounts and such Currencies shall
      thereafter be Component Currencies. If, after the Conversion Date of the
      relevant Currency unit, including, but not limited to, the ECU, a
      Conversion Event (other than any event referred to above in this
      definition of "Specified Amount") occurs with respect to any Component
      Currency of such Currency unit and is continuing on the applicable
      Valuation Date, the Specified Amount of such Component Currency shall, for
      purposes of calculating the Dollar Equivalent of the Currency unit, be
      converted into Dollars at the Market Exchange Rate in effect on the
      Conversion Date of such Component Currency.

            "Election Date" shall mean the Regular Record Date for the
      applicable series of Registered Securities or at least 16 days prior to
      Maturity, as the case may be, or such other prior date for any series of
      Registered Securities as specified pursuant to Section 3.01 by which the
      written election referred to in Section 3.10(b) may be made.

            All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above 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 for the appropriate series of Securities
and all Holders of such Securities denominated or payable in the relevant
Currency. The Exchange Rate Agent shall promptly give written notice to the
Company and the Trustee for the appropriate series of Securities of any such
decision or determination.

            In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 1.06 to the
affected Holders) specifying the Conversion Date. In the event the Company so
determines that a Conversion Event has occurred with respect to the ECU or any
other Currency unit in which Securities are denominated or payable, the Company
will immediately give written notice thereof to the Trustee of the


                                       46
<PAGE>
appropriate series of Securities and to the Exchange Rate Agent (and such
Trustee will promptly thereafter give notice in the manner provided in Section
1.06 to the affected Holders) specifying the Conversion Date and the Specified
Amount of each Component Currency on the Conversion Date. In the event the
Company determines in good faith that any subsequent change in any Component
Currency as set forth in the definition of Specified Amount above has occurred,
the Company will similarly give written notice to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 1.06 to the
affected Holders).

            The Trustee of the appropriate series of Securities shall be fully
justified and protected in relying and acting upon information received by it
from the Company and the Exchange Rate Agent and shall not otherwise have any
duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.

            Section 3.11. Appointment and Resignation of Successor Exchange Rate
Agent.

            (a)   Unless otherwise specified pursuant to Section 3.01, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency
or (ii) may be payable in a Foreign Currency, or so long as it is required under
any other provision of this Indenture, then the Company will maintain with
respect to each such series of Securities, or as so required, at least one
Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the
necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 3.01 for the purpose of determining the applicable
rate of exchange and, if applicable, for the purpose of converting the issued
Foreign Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 3.10.

            (b)   No resignation of the Exchange Rate Agent and no appointment
of a successor Exchange Rate Agent pursuant to this Section shall become
effective until the acceptance of appointment by the successor Exchange Rate
Agent as evidenced by a written instrument delivered to the Company and the
Trustee of the appropriate series of Securities accepting such appointment
executed by the successor Exchange Rate Agent.

            (c)   If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause, with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect


                                       47
<PAGE>
to the Securities of one or more or all of such series and that, unless
otherwise specified pursuant to Section 3.01, at any time there shall only be
one Exchange Rate Agent with respect to the Securities of any particular series
that are originally issued by the Company on the same date and that are
initially denominated and/or payable in the same Currency).

            Section 3.12. Optional Extension of Maturity. The provisions of this
Section 3.12 may be made applicable to any series of Securities pursuant to
Section 3.01 (with such modifications, additions or substitutions as may be
specified pursuant to Section 3.01). The Stated Maturity of any Security of such
series may be extended at the option of the Company for the period or periods
specified on the face of such Security (each an "Extension Period") up to but
not beyond the date (the "Final Maturity") set forth on the face of such
Security. The Company may exercise such option with respect to any Security by
notifying the Trustee of such exercise at least 45 but not more than 60 days
prior to the Stated Maturity of such Security in effect prior to the exercise of
such option (the "Original Stated Maturity"). If the Company exercises such
option, the Trustee shall transmit, in the manner provided for in Section 1.06,
to the Holder of any such Security not later than 40 days prior to the Original
Stated Maturity a notice provided to the Trustee by the Company (the "Extension
Notice") indicating (i) the election of the Company to extend the Stated
Maturity, (ii) the new Stated Maturity, (iii) the interest rate, if any,
applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period. Upon the Trustee's transmittal of the
Extension Notice, the Stated Maturity of such Security shall be extended
automatically and, except as modified by the Extension Notice and as described
in the next paragraph, such Security will have the same terms as prior to the
transmittal of such Extension Notice.

            Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in Section 1.06, notice of such higher
interest rate to the Holder of any such Security. Such notice shall be
irrevocable. All Securities with respect to which the Stated Maturity is
extended will bear such higher interest rate.

            If the Company extends the Stated Maturity of any Security, the
Holder will have the option to elect repayment of such Security by the Company
on the Original Stated Maturity at a price equal to the principal amount
thereof, plus interest accrued to such date. In order to obtain repayment on the
Original Stated Maturity once the Company has extended the Stated Maturity
thereof, the Holder must follow the procedures set forth in Article Fourteen for
repayment at the option of Holders, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity and except that, if the Holder has


                                       48
<PAGE>
tendered any Security for repayment pursuant to an Extension Notice, the Holder
may by written notice to the Trustee revoke such tender for repayment until the
close of business on the tenth day before the Original Stated Maturity.

            Section 3.13. CUSIP Numbers. The Company in issuing any series of
Securities may use "CUSIP" numbers and, if so, the Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such "CUSIP" numbers. The Company will notify
the Trustee of any change in any applicable "CUSIP" numbers within a reasonable
time after such change.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

            Section 4.01. Satisfaction and Discharge of Indenture. This
Indenture upon Company Request shall cease to be of further effect with respect
to any series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or pursuant hereto), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to such series when

            (1)   either

            (A)   all Securities of such series theretofore authenticated,
      issued and delivered and all coupons, if any, appertaining thereto (other
      than (i) coupons appertaining to Bearer Securities surrendered in exchange
      for Registered Securities and maturing after such exchange, the surrender
      of which is not required or has been waived as provided in Section 3.05,
      (ii) any Securities or coupons, if any, appertaining thereto which have
      been destroyed, lost or stolen and which have been replaced or paid as
      provided in Section 3.06, (iii) coupons appertaining to Bearer Securities
      called for redemption or surrendered for payment and maturing after the
      relevant Redemption Date or Repayment Date, as appropriate, the surrender
      of which has been waived as provided in Section 11.07 or Section 14.03,
      and (iv) Securities and 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 Section 10.03) have been delivered to the Trustee for
      cancellation; or


                                       49
<PAGE>
            (B)   all such Securities of such series and all coupons, if any,
      appertaining thereto not theretofore delivered to the Trustee for
      cancellation have become due and payable, or will become due and payable
      at their Stated Maturity within 1 year, or, if redeemable at the option of
      the Company are to be called for redemption within 1 year under
      arrangements satisfactory to the Trustee for the giving of notice of
      redemption by the Trustee in the name, and at the expense, of the Company,
      and the Company has deposited or caused to be deposited with the Trustee,
      as trust funds in trust for the purpose,

                  (i)   moneys, or

                  (ii)  securities evidencing direct general obligations of, or
            obligations the payment of the principal and interest of which are
            unconditionally guaranteed by, the United States, which obligations,
            or the guaranty of which, constitutes the full faith and credit
            obligation of the United States, which securities shall not be
            callable at the option of the issuer and which securities mature and
            bear interest in such amount and at such times as will provide
            moneys, or

                  (iii) a combination thereof,

      in an amount sufficient to pay and discharge the entire indebtedness on
      such Securities of such series and the coupons, if any, appertaining
      thereto not theretofore delivered to the Trustee for cancellation, for
      principal (and premium, if any) and interest, if any, to the date of such
      deposit (in the case of Securities which have become due and payable) or
      to the Stated Maturity or Redemption Date or any Repayment Date, as the
      case may be;

            (2)   the Company has paid or caused to be paid all other sums
payable hereunder by the Company in respect of the Securities of such series and
the coupons, if any, appertaining thereto; and

            (3)   the Company has delivered to the Trustee (i) an Officers'
Certificate and an Opinion of Counsel each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture
in respect of such series of Securities and coupons, if any, have been complied
with and (ii) if securities have been deposited pursuant to Clause (1)(B) of
this Section, a certificate of independent certified public accountants stating
that such securities mature and bear interest in such amount and at such times
as will (together with any moneys otherwise provided pursuant to Clause (1)(B)
of this Section) provide sufficient moneys as provided in Clause (1)(B) of this
Section.


                                       50
<PAGE>
            Notwithstanding the satisfaction and discharge of this Indenture in
respect of such series of Securities, the obligations of the Company to the
Trustee under Section 6.07, the obligations of the Trustee to any Authenticating
Agent under Section 6.14 and if moneys or securities shall have been deposited
with the Trustee pursuant to Clause (1)(B) of this Section, Section 4.03 or
Section 10.09, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive such satisfaction and discharge and the
remaining rights of conversion of any Securities of such series, if convertible,
shall continue in full force and effect pursuant to terms set forth in Article
Sixteen.

            Section 4.02. Application of Trust Money.

            (a)   Subject to the provisions of Section 4.02(c) and the last
paragraph of Section 10.03, all money or securities deposited with the Trustee
pursuant to Section 4.01, 4.03 or 10.09 (or the principal of or interest on such
securities) shall be held in trust and applied by the Trustee, in accordance
with the provisions of this Indenture and of such series of Securities and
coupons, if any, to which such money or securities relate, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent), as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest, if any, for whose
payment such money or securities have been deposited with the Trustee or to make
mandatory sinking fund payments or analogous payments as contemplated by Section
4.03 or 10.09, but such money or proceeds need not be segregated from other
funds except to the extent required by law.

            (b)   The Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or securities (or the principal of or
interest on such securities) held by it as provided in Section 4.01, 4.03 or
10.09 which, in the opinion of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, are then
in excess of the amount thereof which then would have been required to be
deposited for the purpose for which such money or securities were deposited or
received. The principal of and interest on the securities deposited in trust
pursuant to Sections 4.03(1) and 10.09(1), to the extent that such principal and
interest are not required for a period of time for the payment of the principal
of (and premium, if any) and interest, if any, on the Securities of such series
and the coupons, if any, with respect to which such securities relate, shall, so
far as practicable, upon a Company Order be invested by the Trustee in like
securities of such maturities (6 months or less) such that the funds are
available on the applicable payment date to pay the principal of (and premium,
if any) and interest, if any, on such Securities and coupons, if any, and the
Trustee, upon receipt thereof, shall pay to the Company the income from such
investments.


                                       51
<PAGE>
            Section 4.03. Defeasance and Discharge of Securities of any Series.

            (a)   If this Section 4.03 has been specified in accordance with
Section 3.01 to be applicable to Securities of any series, then notwithstanding
Section 4.01, the Company shall be deemed to have paid and discharged the entire
indebtedness on all Outstanding Securities of that series and the coupons, if
any, appertaining thereto, the provisions of this Indenture as it relates to
such Outstanding Securities and coupons (except as to (i) the rights of Holders
of Securities of such series and coupons, if any, appertaining thereto, to
receive, solely from the trust fund described in Clause (1) of this Section
4.03(a), payment of the principal of (and premium, if any) and any installment
of principal of (and premium, if any) or interest, if any, on such Securities on
the Stated Maturity of such principal or installment of principal or interest or
any mandatory sinking fund payments or analogous payments applicable to the
Securities of that series on the day on which such payments are due and payable
in accordance with the terms of this Indenture and of such Securities, (ii) the
Company's obligations with respect to such Securities under Sections 3.05, 3.06,
6.07, 10.02, 10.03 and 16.01 and (iii) the rights, powers, trusts, duties and
immunities of the Trustee hereunder) shall no longer be in effect, and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same, when

            (1)   with reference to this Section 4.03, the Company has deposited
      or caused to be deposited with the Trustee (or another trustee that
      satisfies the requirements of Section 6.09 and agrees to comply with the
      provisions of this Section 4.03 applicable to it), irrevocably
      (irrespective of whether the conditions in Clauses (2), (3), (4) and (5)
      below have been satisfied, but subject to the provisions of Section
      4.02(b) and the last paragraph of Section 10.03), as trust funds in trust
      for the purpose,

                  (A)   moneys, or

                  (B)   securities evidencing direct general obligations of, or
            obligations the payment of the principal and interest of which are
            unconditionally guaranteed by, the United States, which obligations,
            or the guaranty of which, constitutes the full faith and credit
            obligation of the United States, which securities shall not be
            callable or redeemable at the option of the issuer and which
            securities mature and bear interest in such amount and at such times
            as will provide moneys, or

                  (C)   a combination thereof,

      in an amount sufficient to pay and discharge the principal of (and
      premium, if any) and each installment of principal of (and premium, if
      any) and interest, if any, on


                                       52
<PAGE>
      such Outstanding Securities and any coupons appertaining thereto on the
      Stated Maturity of such principal or installment of principal or interest,
      if any, or any mandatory sinking fund payments or analogous payments
      applicable to Securities of such series on the day on which such payments
      are due and payable in accordance with the terms of the Indenture and of
      such Securities and the coupons, if any, appertaining thereto;

            (2)   the Company has paid or caused to be paid all other sums
      payable hereunder by the Company in respect of the Securities of such
      series and the coupons, if any, appertaining thereto;

            (3)   no Event of Default or event which with the giving of notice
      or lapse of time, or both, would become an Event of Default with respect
      to the Securities of that series shall have occurred or be continuing on
      the date of such deposit and no Event of Default under Section 5.01(d) or
      5.01(e) or an event which with the giving of notice or lapse of time, or
      both, would become an Event of Default under Section 5.01(d) or 5.01(e)
      shall have occurred and be continuing on the 91st day after such date;

            (4)   the Company has delivered to the Trustee an Opinion of Counsel
      to the effect that (A) the Company has received from, or there has been
      published by, the Internal Revenue Service a ruling, or (B) since the date
      of this Indenture there has been a change in the applicable Federal income
      tax law, in either case to the effect that Holders of the Securities of
      such series and the coupons, if any, appertaining thereto will not
      recognize income, gain or loss for Federal income tax purposes as a result
      of such deposit, defeasance and discharge and will be subject to Federal
      income tax on the same amount and in the same manner and at the same times
      as would have been the case if such deposit, defeasance and discharge had
      not occurred; and

            (5)   the Company has delivered to the Trustee (A) an Officers'
      Certificate and an Opinion of Counsel each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture in respect of the Securities of such series contemplated
      by this Section have been complied with and (B) if securities have been
      deposited pursuant to Clause (1) of this Section 4.03(a), a certificate of
      independent certified public accountants stating that such securities
      mature and bear interest in such amount and at such times as will
      (together with any moneys otherwise provided pursuant to Clause (1) of
      this Section 4.03(a)) provide sufficient moneys as provided in Clause (1)
      of this Section 4.03(a).

            (b)   The Company shall pay and shall indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against securities deposited
pursuant to


                                       53
<PAGE>
this Section 4.03 or Section 10.09 or the principal of or interest on such
securities other than any payable by or on behalf of the Holders.

                                  ARTICLE FIVE

                                    REMEDIES

            Section 5.01. Events of Default.

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

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

            (b)   default in the due and punctual payment of the principal of
      (or premium, if any, on) any Securities of such series as and when the
      same shall become due and payable at Maturity; or

            (c)   failure on the part of the Company to duly observe or perform
      any other of the covenants or agreements on the part of the Company in the
      Securities of such series or in this Indenture contained (other than a
      covenant or agreement a default in whose performance or whose breach is
      elsewhere in this Section specifically dealt with or which has expressly
      been included in this Indenture solely for the benefit of a series of
      Securities other than such series) for a period of 90 days after the date
      on which written notice of such failure, requiring the same to be
      remedied, shall have been given to the Company by the Trustee, or to the
      Company and the Trustee by the Holders of at least 25% in principal amount
      of the Securities of such series at the time Outstanding; or

            (d)   the entry of a decree or order for relief by a court having
      jurisdiction in the premises in respect of the Company in an involuntary
      case under the Federal bankruptcy laws, as now constituted or hereafter
      amended, or any other applicable Federal or State bankruptcy, insolvency
      or other similar law, or appointing a receiver, liquidator, assignee,
      custodian, trustee, sequestrator (or similar official) of the Company or
      of any substantial part of its property, or ordering the winding up or


                                       54
<PAGE>
      liquidation of its affairs, and the continuance of any such decree or
      order unstayed and in effect for a period of 90 consecutive days; or

            (e)   the commencement by the Company of a voluntary case under the
      Federal bankruptcy laws, as now constituted or hereafter amended, or any
      other applicable Federal or State bankruptcy, insolvency or other similar
      law, or the consent by it to the appointment of or taking possession by a
      receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
      similar official) of the Company or of any substantial part of its
      property, or the making by it of an assignment for the benefit of
      creditors, or the admission by it in writing of its inability to pay its
      debts generally as they become due, or the taking of corporate action by
      the Company in furtherance of any such action; or

            (f)   any other Event of Default provided with respect to Securities
      of such series.

            Section 5.02. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of such series may declare the principal of all the Securities of
such series (or, in the case of Securities of such series that are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
of such Securities as may be specified in the terms thereof) to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Securityholders), and upon any such declaration such principal (or,
as the case may be, such portion thereof) shall become immediately due and
payable.

            At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of 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 in which the Securities of that series
      are payable (except as may otherwise be specified pursuant to Section 3.01
      for such series and except as may be provided in Section 3.10, if and to
      the extent applicable)

                  (A)   all overdue installments of interest, if any, on all
            Outstanding Securities of such series, and the coupons, if any,
            appertaining thereto,


                                       55
<PAGE>
                  (B)   the principal of (and premium, if any, on) any
            Outstanding Securities of such series which have become due
            otherwise than by such declaration of acceleration and interest
            thereon at the rate or rates borne by such Securities (or, in the
            case of Securities of such series that are Original Issue Discount
            Securities, the Yield to Maturity in respect thereof),

                  (C)   to the extent that payment of such interest is lawful,
            interest upon overdue installments of interest, if any, at the rate
            or rates borne by such Securities (or, in the case of Securities of
            such series, and the coupons, if any, appertaining thereto that are
            Original Issue Discount Securities, the Yield to Maturity in respect
            thereof), and

                  (D)   all sums paid or advanced by the Trustee hereunder and
            the reasonable compensation, expenses, disbursements and advances of
            the Trustee, its agents and counsel; and

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

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

            Section 5.03. Collection of Indebtedness and Suits for Enforcement
by Trustee. The Company covenants that if an Event of Default specified in
Section 5.01(a) or 5.01(b) occurs, the Company will, upon demand of the Trustee,
pay to the Trustee, for the benefit of the Holders of the Securities of such
series and the coupons, if any, appertaining thereto, the whole amount then due
and payable on such Securities and coupons for principal (and premium, if any)
and interest, if any, with interest upon the overdue principal (and premium, if
any) and, to the extent that payment of such interest shall be legally
enforceable, upon overdue installments of interest, if any, at the rate or rates
borne by such Securities (or, in the case of Securities of such series that are
Original Issue Discount Securities, the Yield to Maturity in respect thereof);
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


                                       56
<PAGE>
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 with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of the Securities of such
series and the coupons, if any, appertaining thereto 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 5.04. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities of
any series or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
of any series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal, premium, if any,
or interest, if any) 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
      (or, in the case of Securities of such series that are Original Issue
      Discount Securities or Indexed Securities, such portion of the principal
      of such Securities as may be specified in the terms thereof) (and premium,
      if any) and interest, if any, owing and unpaid in respect of the
      Securities of such series and the coupons, if any, appertaining thereto
      and to file such other papers or documents as may be necessary or
      advisable in order to have the claims of the Trustee (including any claim
      for the reasonable compensation, expenses, disbursements and advances of
      the Trustee, its agents and counsel) and of the Holders of the Securities
      of such series and the 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 of such series and coupons to make such payments to the Trustee, and
in the event that the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses,


                                       57
<PAGE>
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or 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 a Security or coupon in any such proceeding, provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

            Section 5.05. Trustee May Enforce Claims Without Possession of
Securities or Coupons. All rights of action and claims under this Indenture or
the Securities of any series or the coupons, if any, appertaining thereto may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities of any series or the 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 and coupons in respect of which such judgment has been
recovered.

            Section 5.06. Application of Money Collected. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, if any, upon
presentation of the Securities or coupons, or both, and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:

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

            SECOND: To the payment of the amounts then due and unpaid upon the
      Securities of any series or the coupons, if any, appertaining thereto for
      principal (and premium, if any) and interest, if any, 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 and coupons, for principal (and premium, if
      any) and interest, if any, respectively. The Holders of each series of
      Securities denominated in ECU, any other composite Currency or a Foreign
      Currency and any matured coupons relating thereto shall be entitled to
      receive a ratable portion of the amount determined by the Exchange Rate
      Agent by converting the principal amount Outstanding of such series of
      Securities and


                                       58
<PAGE>
      matured but unpaid interest on such series of Securities in the Currency
      in which such series of Securities is denominated into Dollars at the
      Exchange Rate as of the date of declaration of acceleration of the
      Maturity of the Securities; and

            THIRD: The balance, if any, to the Company or such other Person or
      Persons as the Company may specify to the Trustee in writing.

            Section 5.07. Limitation on Suits. No Holder of any Security of any
series or any coupon 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 continuing Event of 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
      in its own name as Trustee hereunder;

            (3)   such Holder or Holders have offered to the Trustee indemnity
      reasonably satisfactory to it 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
      proceeding; 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 of such Holders of
Securities of any 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 of such
Holders of Securities or coupons or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all of such Holders of Securities of such series and coupons, if any,
appertaining thereto.

            Section 5.08. Unconditional Right of Securityholders to Receive
Principal, Premium and Interest and to Convert Securities. Notwithstanding any
other provision in


                                       59
<PAGE>
this Indenture, the Holder of any Security or coupon shall have the right which
is absolute and unconditional to receive payment of the principal of (and
premium, if any) and (subject to Section 3.05 or 3.07) interest, if any, on such
Security or 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), to require conversion of such Security, if
convertible, and to institute suit for the enforcement of any such payment on
and after the respective Stated Maturities or applicable Redemption Date or
Repayment Date and any such right shall not be impaired without the consent of
such Holder.

            Section 5.09. Restoration of Rights and Remedies. If the Trustee or
any Holder of any Security or coupon 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 Securityholder, then and in every such case the Company,
the Trustee and the Holders 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 the Holders
of any Security or coupon shall continue as though no such proceeding had been
instituted.

            Section 5.10. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Securities or coupons is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

            Section 5.11. Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder of any Security or coupon to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

            Section 5.12. Control by Securityholders. The Holders of not less
than 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


                                       60
<PAGE>
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to Securities of such series, provided, that,

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

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

            This Section 5.12 shall be in lieu of Section 316(a)(1)(A) of the
Trust Indenture Act and such Section 316(a)(1)(A) is hereby expressly excluded
from this Indenture, as permitted by the Trust Indenture Act.

            Section 5.13. Waiver of Past Defaults. The Holders of not less than
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 and all coupons,
if any, appertaining thereto 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, if any, on any Security of such series or the coupons, if any,
      appertaining thereto, 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 or coupons affected.

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

            This Section 5.13 shall be in lieu of Section 316(a)(1)(B) of the
Trust Indenture Act and such Section 316(a)(1)(B) is hereby expressly excluded
from this Indenture, as permitted by the Trust Indenture Act.

            Section 5.14. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security of any series or any coupon appertaining
thereto by such Holder's 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 and expenses, against any party litigant in such suit, having due


                                       61
<PAGE>
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Securityholder or group
of Securityholders holding in the aggregate more than 10% in principal amount of
the Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest, if any, on any Security of any series or any
coupon appertaining thereto on or after the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date, or, in the case of repayment, on or after the Repayment Date).

            Section 5.15. 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 at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

            Section 5.16. Judgment Currency. The Company may provide, pursuant
to Section 3.01, for the Securities of any series that, to the fullest extent
possible under applicable law and except as may otherwise be specified as
contemplated in Section 3.01, (a) the obligation, if any, of the Company to pay
the principal of (and premium, if any) and interest, if any, on the Securities
of any series and the coupons, if any, appertaining thereto in a Foreign
Currency, composite Currency or Dollars (the "Designated Currency") as may be
specified pursuant to Section 3.01 is of the essence and that judgments in
respect of such Securities shall be given in the Designated Currency; (b) the
obligation of the Company to make payments in the Designated Currency of the
principal of (and premium, if any) and interest, if any, on such Securities and
the coupons, if any, appertaining thereto shall notwithstanding any payment in
any other Currency (whether pursuant to a judgment or otherwise), be discharged
only to the extent of the amount in the Designated Currency that the Holder
receiving such payment may, in accordance with normal banking procedures,
purchase with the sum paid in such other Currency (after any premium and cost of
exchange) in the country of issue of the Designated Currency in the case of
Foreign Currency or Dollars or in the international banking community in the
case of a composite Currency on the Business Day immediately following the day
of such payment; (c) if the amount in the Designated Currency that may be
purchased falls short of the amount originally due for any reason, the Company
shall pay such additional amounts needed to compensate for any short- fall; and
(d) any obligation of the Company not discharged by such payment shall be due as
a separate and independent obligation and, until discharged as provided herein,
shall continue in full force and effect.


                                       62
<PAGE>
                                   ARTICLE SIX

                                   THE TRUSTEE

            Section 6.01. Certain Duties and Responsibilities. The duties and
responsibilities of the Trustee shall be as provided by Section 315 of the Trust
Indenture Act and this Indenture.

            (a)   Except during the continuance of an Event of Default in
respect of the Securities of any series,

                  (1)   the Trustee undertakes to perform such duties and only
            such duties as are specifically set forth in this Indenture, and no
            implied covenants or obligations shall be read into this Indenture
            against the Trustee; and

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

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

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

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

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


                                       63
<PAGE>
                  (3)   the Trustee shall not be liable with respect to any
            action taken or omitted to be taken by it in good faith in
            accordance with the direction of the Holders of not less than a
            majority in principal amount of the Outstanding Securities of any
            series relating to the time, method and place of conducting any
            proceeding for any remedy available to the Trustee, or exercising
            any trust or power conferred upon the Trustee, under this Indenture
            with respect to Securities of such series.

            (d)   Except as required by applicable law (including the
Trust Indenture Act) and except with respect to mailings, notices and other
ministerial duties, no provisions 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.

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

            Section 6.02. Notice of Default. Within 90 days after the occurrence
of any default hereunder with respect to the Securities of any series, the
Trustee shall give or transmit, in the manner and to the extent provided in
Section 1.06, to the Holders of Securities of such series notice of such default
hereunder actually known to a Responsible Officer of the Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest, if any, on any Security of such series when due, the Trustee shall be
protected in withholding such notice if and so long as a trust committee of
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of Securities of
such series; and provided, further, that in the case of any default of the
character specified in Section 5.01(c) with respect to Securities of such series
no such notice to Holders of Securities of such series shall be given until at
least 90 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.

            Section 6.03. Certain Rights of Trustee. Subject to the provisions
of Section 6.01:

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


                                       64
<PAGE>
            (b)   any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order and any
      resolution of the Board of Directors may be sufficiently evidenced by a
      Board Resolution;

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

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

            (e)   the Trustee shall be under no obligation to exercise any of
      the rights or powers vested in it by this Indenture at the request or
      direction of any of the Holders of Securities of any series and the
      coupons, if any, appertaining thereto pursuant to this Indenture, unless
      such Holders shall have offered to the Trustee security or indemnity
      reasonably satisfactory to it 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 or investigation, it shall be entitled to examine the
      books, records and premises of the Company, personally or by agent or
      attorney at the reasonable expense of the Company and shall incur no
      liability of any kind by reason of such inquiry or investigation;

            (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;

            (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;
      and


                                       65
<PAGE>
            (i)   the rights, privileges, protections, immunities and benefits
      given to the Trustee, including, without limitation, its right to be
      indemnified, are extended to, and shall be enforceable by, the Trustee in
      each of its capacities hereunder.

            Section 6.04. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities of any series,
except for the certificates of authentication, and in the coupons, if any,
appertaining thereto shall be taken as the statements of the Company, and the
Trustee and any Authentication Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility on Form T-1 supplied to the
Company are true and accurate, subject to the qualifications set forth therein.
The Trustee or any Authenticating Agent shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

            Section 6.05. May Hold Securities. The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the
Company or the Trustee, in its individual or any other capacity, may become the
owner or pledgee of Securities and coupons and, subject to Sections 6.08 and
6.13, may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.

            Section 6.06. Money Held in Trust. Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law. Neither the Trustee nor any Paying Agent shall be under any
liability for interest on any money received by it hereunder except as provided
in Section 4.02 or as otherwise agreed to with the Company.

            Section 6.07. Compensation and Reimbursement. The Company agrees:

            (1)   to pay to the Trustee as agreed upon in writing by the Company
      and the Trustee from time to time reasonable compensation in Dollars 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)   except as otherwise expressly provided herein, to reimburse
      the Trustee upon its request in Dollars 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


                                       66
<PAGE>
      advance as shall have been determined to have been caused by its own
      negligence or bad faith; and

            (3)   to indemnify the Trustee for, and to hold it harmless against,
      any and all loss, liability, claim, damage or expense incurred without
      negligence or bad faith on its part, arising out of or in connection with
      the acceptance or administration of the trust or trusts hereunder,
      including the costs and expenses of defending itself against any claim or
      liability in connection with the exercise or performance of any of its
      powers or duties hereunder.

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

            Section 6.08. Disqualification; Conflicting Interests. The Trustee
shall comply with the terms of Section 310(b) of the Trust Indenture Act.

            Section 6.09. Corporate Trustee Required; Eligibility. There shall
at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States or any State or the District
of Columbia, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000, and subject to
supervision or examination by Federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.

            Section 6.10. Resignation and Removal; Appointment of Successor.

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

            (b)   The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If 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 at


                                       67
<PAGE>
the expense of the Company any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

            (c)   The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of not less than a majority in
principal amount of the Outstanding Securities of such series, delivered to the
Trustee and to the Company.

            (d)   If at any time:

            (1)   the Trustee shall fail to comply with Section 6.08 after
      written request therefor by the Company or by any Securityholder who has
      been a bona fide Holder of a Security for at least 6 months, or

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

            (3)   the Trustee shall become incapable of acting or a decree or
      order for relief under the Federal bankruptcy laws shall be entered
      against it or it 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, or

            (4)   the Trustee shall commence a voluntary case under the Federal
      bankruptcy laws, as now or hereafter constituted, or any other applicable
      Federal or State bankruptcy, insolvency or similar law or shall consent to
      the appointment of or taking possession by a receiver, custodian,
      liquidator, assignee, trustee, sequestrator (or other similar official) of
      the Trustee or its property or affairs, or shall make an assignment for
      the benefit of creditors, or shall admit in writing its inability to pay
      its debts generally as they become due, or shall take corporate action in
      furtherance of any such action,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 5.14, any
Securityholder who has been a bona fide Holder of a Security for at least 6
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or Trustees.

            (e)   If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the


                                       68
<PAGE>
Securities of one or more series, the Company by a Board Resolution shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of any one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series). If within 1 year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Securityholders and accepted appointment in the
manner hereinafter provided, any Securityholder who has been a bona fide Holder
of a Security of such series for at least 6 months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

            (f)   The Company shall give notice of each resignation and each
removal of the Trustee in respect of the Securities of any series and each
appointment of a successor Trustee in respect of the Securities of any series in
the manner and to the extent set forth in Section 1.06. Each notice shall
include the name of the successor Trustee with respect to the Securities of such
series and the address of its principal corporate trust office.

            Section 6.11. Acceptance of Appointment by Successor.

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

            (b)   In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series (including
any initial


                                       69
<PAGE>
appointment by the Company in connection with the establishment of the terms of
a series as provided in Section 3.01), the Company, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more series
shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

            (c)   Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts.

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

            Section 6.12. Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided, such corporation shall be otherwise qualified and


                                       70
<PAGE>
eligible under this Article and under the Trust Indenture Act, 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 6.13. Preferential Collection of Claims Against Company. If
and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
Section 311(a) of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor), excluding any creditor
relationships described in Section 311(b) of the Trust Indenture Act. A Trustee
who resigned or has been removed shall be subject to Section 311(a) of the Trust
Indenture Act to the extent indicated therein.

            Section 6.14. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue and exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.06, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States or any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

            Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party,


                                       71
<PAGE>
or any corporation succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided that such corporation shall be otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the
part of the Trustee or the Authenticating Agent.

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give written notice of
such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, in the manner provided for in
Section 1.06. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

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

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

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



                                                  _____________________________
                                                                 , as Trustee

                                                  By __________________________,
                                                      as Authenticating Agent

                                                  By __________________________
                                                         Authorized Officer"


                                       72
<PAGE>
                                  ARTICLE SEVEN

             SECURITYHOLDERS LIST AND REPORTS BY TRUSTEE AND COMPANY

            Section 7.01. Company to Furnish Trustee Names and Addresses of
Securityholders. The Company will furnish or cause to be furnished to the
Trustee (a) semi-annually, not more than 15 days after each Regular Record Date
with respect to the Securities of each series at the time Outstanding, 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 the preceding Regular
Record Date (or a date to be determined pursuant to Section 3.01 for Original
Issue Discount Securities), 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; provided, however, that so long as the
Trustee is the Security Registrar with respect to the Securities of any series,
no such list shall be required to be furnished with respect to Securities of
such series.

            Section 7.02. Preservation of Information; Communications to
Securityholders.

            (a)   The Trustee shall preserve, in as current a form as is
reasonably practicable, (i) the names and addresses of Holders of Registered
Securities of any series contained in the most recent list furnished to the
Trustee as provided in Section 7.01, (ii) the names and addresses of Holders of
Registered Securities received by the Trustee in its capacity as Security
Registrar and (iii) the names and addresses of Holders of Bearer Securities of
such series received by the Trustee or filed with it within the 2 preceding
years.

            The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

            (b)   If 3 or more Holders of Securities of any series (hereinafter
referred to as "applicants") apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Security of such
series for a period of at least 6 months preceding the date of such application,
and such application states that the applicants desire to communicate with other
Holders of Securities of such series with respect to their rights under this
Indenture or under the Securities of such series and is accompanied by a copy of
the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within 5 Business Days after the receipt of
such application, at its election, either


                                       73
<PAGE>
            (i)   afford such applicants access to the information preserved at
      the time by the Trustee with respect to such series in accordance with
      Section 7.02(a), or

            (ii)  inform such applicants as to the approximate number of Holders
      of Securities of such series whose names and addresses appear in the
      information preserved at the time by the Trustee with respect to such
      series in accordance with Section 7.02(a), and as to the approximate cost
      of mailing to such Securityholders the form of proxy or other
      communication, if any, specified in such application.

            If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of such series whose name and
address appear in the information preserved at the time by the Trustee with
respect to such series in accordance with Section 7.02(a), a copy of the form of
proxy or other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within 5 days after such tender, the Trustee shall mail to such
applicants and file with the Commission together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Securities of such series or would be in violation of applicable law. Such
written statement shall specify the basis of such opinion. If the Commission,
after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such
Securityholders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

            (c)   Every Holder of Securities or coupons, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Securities in accordance with Section 7.02(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 7.02(b).

            Section 7.03. Reports by Trustee. Within 60 days after May 15 in
each year, commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit to Holders
such reports concerning the Trustee and


                                       74
<PAGE>
its actions under this Indenture in accordance with and to the extent required
under Section 313 of the Trust Indenture Act.

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

            Section 7.04. Reports by Company. The Company will:

            (1)   file with the Trustee, within 15 days after the Company is
      required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which the Company is required to
      file with the Commission pursuant to Section 13 or Section 15(d) of the
      Securities Exchange Act of 1934, as amended; or, if the Company is not
      required to file information, documents or reports pursuant to either of
      such Sections, then it will file with the Trustee and the Commission, in
      accordance with rules and regulations prescribed from time to time by the
      Commission, such of the supplementary and periodic information, documents
      and reports which may be required pursuant to Section 13 of the Securities
      Exchange Act of 1934, as amended, in respect of a security listed and
      registered on a national securities exchange as may be prescribed from
      time to time in such rules and regulations. Delivery of such reports,
      information and documents to the Trustee pursuant to this Subsection (1)
      shall be for informational purposes only and the Trustee's receipt of such
      shall not constitute notice of any information contained therein for any
      other purposes under this Indenture;

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

            (3)   transmit to all Holders of Securities, within 30 days after
      the filing thereof with the Trustee, such summaries of any information,
      documents and reports required to be filed by the Company pursuant to
      Subsections (1) and (2) of this Section as may be required by rules and
      regulations prescribed from time to time by the Commission.


                                       75
<PAGE>
                                  ARTICLE EIGHT

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

            Section 8.01. 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 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, if any, on all the
      Securities and 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, and no event which, after notice or lapse of time, or both,
      would become an Event of Default, shall have happened and be continuing;
      and

            (3)   the Company has 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.

            Section 8.02. Successor Corporation Substituted. 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
8.01, 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, and thereafter the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture, the Securities and any coupons and may be liquidated and dissolved.

            Section 8.03. Securities to be Secured in Certain Events. If, upon
any consolidation or merger of the Company with or into any corporation, or upon
the conveyance or transfer by the Company of its properties and assets
substantially as an


                                       76
<PAGE>
entirety in accordance with Section 8.01 hereof to any Person, any Principal
Property owned by the Company or a Restricted Subsidiary immediately prior
thereto would thereupon become subject to any mortgage, security interest,
pledge, lien or encumbrance not permitted by Section 10.05, the Company will,
prior to such consolidation, merger, conveyance or transfer, by indenture
supplemental hereto, secure the due and punctual payment of the principal of
(and premium, if any) and interest, if any, on the Outstanding Securities and
coupons, if any, appertaining thereto (equally and ratably with any other
indebtedness of the Company then entitled to be so secured) by a direct lien on
such Principal Property, together with any other properties and assets of the
Company or of any such Restricted Subsidiary, whichever shall be the owner of
any such Principal Property, which would thereupon become subject to any such
mortgage, security interest, pledge, lien or encumbrance, prior to all liens
other than any theretofore existing thereon.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

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

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

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

            (3)   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, which shall not adversely affect
      the interests of the Holders of Outstanding Securities of any series or
      any coupons appertaining thereto; or

            (4)   to secure payment of the Outstanding Securities equally and
      ratably with certain other liens as and to the extent required by this
      Indenture; or


                                       77
<PAGE>
            (5)   to add to or change or eliminate any of the provisions of this
      Indenture to provide that Bearer Securities may be registrable as to
      principal, to change or eliminate any restrictions on the payment of
      principal of (or premium, if any) or interest, if any, on Registered
      Securities or of principal of (or premium, if any) or any interest on
      Bearer Securities, to permit Bearer Securities to be issued in exchange
      for Registered Securities of other authorized denominations or to permit
      or facilitate the issuance of Securities in uncertificated form, provided,
      that, any such action shall not adversely affect the interests of the
      Holders of Outstanding Securities of any series or any coupons
      appertaining thereto; or

            (6)   to add any additional Events of Default (and if such Events of
      Default are to be for the benefit of less than all series of Securities
      stating that such Events of Default are expressly being included solely
      for the benefit of such series); or

            (7)   to make any change not otherwise permitted by this Section
      that does not adversely affect the rights of any Securityholder; or

            (8)   to add or change or eliminate any provisions of this Indenture
      as shall be necessary or desirable in accordance with the Trust Indenture
      Act; or

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

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

            (11)  to change or eliminate any of the provisions of this
      Indenture, provided, that, any such change or elimination shall become
      effective only when there is no Outstanding Security of any series created
      prior to the execution of such indenture supplemental hereto which is
      entitled to the benefit of such provision.

            Section 9.02. Supplemental Indentures with Consent of
Securityholders. With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by or pursuant to 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 such series under this Indenture;


                                       78
<PAGE>
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby:

            (1)   change (except for extensions pursuant to Section 3.12) the
      Stated Maturity of the principal of, or any installment of interest, if
      any, on, any Security of such series, or reduce the principal amount
      thereof or the rate of interest, if any, thereon or any premium payable
      upon the redemption thereof, or reduce the amount of principal of an
      Original Issue Discount Security that would be due and payable upon a
      declaration of acceleration of Maturity thereof pursuant to Section 5.02,
      or change the Currency in which any Security (or premium, if any) or the
      interest, if any, thereon is payable, or impair the right to institute
      suit for the enforcement of any such payment on or after the Stated
      Maturity thereof (or, in the case of redemption or repayment, on or after
      the Redemption Date or Repayment Date) or impair the right of conversion,
      if any, of any Security of such series at the option of the Holder thereof
      or the right to institute suit for the enforcement of any such right of
      conversion; or

            (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 applicable to such series hereunder and their
      consequences) provided for in this Indenture or reduce the quorum or
      voting requirements of Section 13.04; or

            (3)   modify any of the provisions of this Section or Section 5.13,
      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 Outstanding Security of such series affected
      thereby.

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

            It shall not be necessary for any Act of Securityholders 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


                                       79
<PAGE>
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

            Section 9.04. Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities of any
series affected thereby theretofore or thereafter authenticated and delivered
hereunder and of any coupons appertaining thereto shall be bound thereby.

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

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

                                   ARTICLE TEN

                                    COVENANTS

            Section 10.01. Payment of Principal, Premium and Interest. The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay the principal of (and premium, if any) and
interest, if any, on the Securities of such series in accordance with the terms
of the Securities and any coupons appertaining thereto and this Indenture.
Unless otherwise specified as contemplated by Section 3.01 with respect to any
series of Securities, any interest due on Bearer Securities on or before
Maturity shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature. Except as otherwise specified with respect to the Securities
of a series as contemplated by Section 3.01, the interest, if any, due in
respect of any temporary Global


                                       80
<PAGE>
Security or any Permanent Global Security shall be payable only upon
presentation thereof to the Trustee for notation thereon of the payment of such
interest. Unless otherwise specified with respect to Securities of any series
pursuant to Section 3.01, at the option of the Company, all payments of
principal may be paid by check to the registered Holder of the Registered
Security or other person entitled thereto against surrender of such Security.

            Section 10.02. Maintenance of Offices or Agencies. The Company will
maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series (but, except as otherwise provided below,
unless such Place of Payment is located outside the United States, not Bearer
Securities) may be presented or surrendered for payment, where Securities of
that series may be surrendered for registration of transfer or exchange, where
the Securities of that series, if convertible, may be surrendered for conversion
and where notices and demands to or upon the Company in respect of the
Securities of such series and this Indenture may be served. The Company
initially designates the office of the Trustee at 111 Wall Street, 14th Floor,
Citibank Agency & Trustee, New York, New York 10005, in the Borough of
Manhattan, the City of New York, as its agency, and the Trustee is hereby
appointed initially as its agent thereat, for such purposes. If Securities of a
series are issuable as Bearer Securities, the Company will maintain, subject to
any laws or regulations applicable thereto, an office or agency in a Place of
Payment for such series which is located outside the United States where
Securities of such series and the coupons, if any, appertaining thereto may be
presented and surrendered for payment and where Securities of such series, if
convertible, may be surrendered for conversion; provided, however, that if the
Securities of such series are listed on the London Stock Exchange Limited or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a
Paying Agent in London or Luxembourg or any other required city located outside
the United States, as the case may be, so long as the Securities of such series
are listed on such exchange. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of any such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
principal corporate trust office of the Trustee, and the Company hereby appoints
the Trustee, as its agent to receive all such presentations, surrenders, notices
and demands, except that Bearer Securities of that series and the coupons, if
any, appertaining thereto may be presented and surrendered for payment and
Bearer Securities of that series, if convertible, may be surrendered for
conversion at the place specified for the purpose pursuant to Section 3.01.

            No payment of principal of (or premium, if any), or interest, if
any, on Bearer Securities shall be made at any office or agency of the Company
in the United States or by check mailed to an address in the United States or


                                       81
<PAGE>
by transfer to an account maintained with a bank located in the United States
except as may be permitted by United States tax laws and regulations at the time
of such payment without detriment to the Company; provided, however, payment of
principal of and any premium and interest denominated in Dollars on any Bearer
Security may be made at an office or agency of, and designated by, the Company
located in the United States if (but only if) payment of the full amount of such
principal, premium and interest in Dollars at all offices outside the United
States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions and the Trustee receives an Opinion of Counsel that such
payment within the United States is legal. Unless otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities, at the
option of the Holder of any Bearer Security or related coupon, payment may be
made by check in the Currency designated for such payment pursuant to the terms
of such Bearer Security presented or mailed to an address outside the United
States or by transfer to an account in such Currency maintained by the payee
with a bank located outside the United States.

            The Company may from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

            Section 10.03. Money for Securities Payments to be Held in Trust. If
the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest, if any, on any of the Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest,
if any, 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 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 (and
premium, if any) or interest, if any, on, any Securities of such series and the
coupons, if any, appertaining thereto, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest, if any, 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 failure so
to act.


                                       82
<PAGE>
            The Company will cause each Paying Agent for any series of
Securities, other than the Trustee, to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

            (1)   hold all sums held by it for the payment of principal of (and
      premium, if any) or interest, if any, on Securities of such series and the
      coupons, if any, appertaining thereto in trust for the benefit of the
      Persons entitled thereto until such sums shall be paid to such 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 (and premium, if any) or interest, if any, on the
      Securities of such series and the coupons, 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 money.

            Any money deposited with the Trustee or any Paying Agent or then
held by the Company in trust for the payment of the principal of (and premium,
if any) or interest, if any, on any Security of any series and the coupons, if
any, appertaining thereto and remaining unclaimed for 2 years after such
principal (and premium, if any) or interest, if any, 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
coupons 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 mail to each such Holder or cause to be published once in
an Authorized Newspaper in each Place of Payment with respect to Securities of
such series, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days


                                       83
<PAGE>
from the date of such mailing or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

            Section 10.04. Statement as to Compliance.

            The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year (which at the date hereof ends on September 30), a
written statement signed by the principal executive officer, the principal
financial officer or the principal accounting officer of the Company, stating
that

            (1)   a review of the activities of the Company during such year and
      of performance under this Indenture has been made under his supervision
      and

            (2)   to the best of his knowledge, based on such review, the
      Company has fulfilled all its obligations under this Indenture throughout
      such year, or, if there has been a default in the fulfillment of any such
      obligation, specifying each such default known to him and the nature and
      status thereof.

            Section 10.05. Limitations on Liens. The Company shall not at any
time create, incur, assume or suffer to exist, and shall not cause, suffer or
permit a Restricted Subsidiary to create, incur, assume or suffer to exist, any
Secured Debt without making effective provision (and the Company covenants that
in such case it will make or cause to be made effective provision) whereby the
Securities then outstanding shall be secured equally and ratably with such
Secured Debt, so long as such Secured Debt shall exist; provided, however, that
this Section 10.05 shall not prevent any of the following:

            (a)   Secured Debt existing at the date of this Indenture;

            (b)   (i) any mortgage, security interest, pledge, lien or
      encumbrance on any property hereafter acquired (including acquisition
      through merger or consolidation) or constructed by the Company or a
      Restricted Subsidiary and created contemporaneously with, or within twelve
      months after, such acquisition or the completion of construction to secure
      or provide for the payment of all or any part of the purchase price of
      such property or the cost of construction thereof, as the case may be; or
      (ii) any mortgage on property (including any unimproved portion of
      partially improved property) of the Company or a Restricted Subsidiary
      created within twelve months of completion of construction of a new plant
      or plants on such property to secure all or part of the cost of such
      construction; or (iii) the acquisition of property subject to any
      mortgage, security interest, pledge, lien or encumbrance upon such
      property existing at the time of acquisition thereof, whether or not
      assumed by the Company or such Restricted Subsidiary;


                                       84
<PAGE>
            (c)   liens on capital stock hereafter acquired by the Company or
      any Restricted Subsidiary, provided, that, the aggregate cost to the
      Company and its Restricted Subsidiaries of all capital stock subject to
      such liens does not exceed 10% of Shareowners' Equity;

            (d)   any mortgage, security interest, pledge, lien or encumbrance:
      (i) securing indebtedness of a corporation which is a successor to the
      Company to the extent permitted by Article Eight; or (ii) securing
      indebtedness of a Restricted Subsidiary outstanding at the time it became
      a Restricted Subsidiary; or (iii) securing indebtedness of any Person
      outstanding at the time it is merged with, or all or substantially all of
      its properties are acquired by, the Company or any Restricted Subsidiary,
      provided, that, in the case of Clauses (i), (ii) and (iii), such mortgage,
      security interest, pledge, lien or encumbrance does not extend to any
      other properties of the Company or any Restricted Subsidiary; or (iv)
      existing on the property or on the outstanding shares or indebtedness of a
      corporation at the time it becomes a Restricted Subsidiary; or (v)
      created, incurred or assumed in connection with any industrial revenue
      bond, pollution control bond or similar financing arrangement between the
      Company or any Restricted Subsidiary and any Federal, State or municipal
      government or other governmental body or agency;

            (e)   any mortgage, security interest, pledge, lien or encumbrance
      created in connection with any extension, renewal or refunding (or
      successive extensions, renewals or refundings), in whole or in part, of
      any indebtedness secured by a mortgage, security interest, pledge, lien or
      encumbrance permitted by the foregoing provisions of this Section 10.05
      upon the same property theretofore subject thereto (plus improvements on
      such property), provided, that, the amount of such indebtedness
      outstanding at that time shall not be increased;

            (f)   liens, pledges or deposits made in connection with contracts
      (which term includes subcontracts under such contracts) with or made at
      the request of the United States or any department or agency thereof,
      insofar as such liens, pledges or deposits relate to property
      manufactured, installed or constructed by or to be supplied by, or
      property furnished to, the Company or a Restricted Subsidiary pursuant to,
      or to enable the performance of, such contracts, or property the
      manufacture, installation, construction or acquisition of which is
      financed pursuant to, or to enable the performance of, such contracts; or
      deposits or liens, made pursuant to such contracts, of or upon moneys
      advanced or paid pursuant to, or in accordance with the provisions of,
      such contracts, or of or upon any materials or supplies acquired for the
      purpose of the performance of such contracts; or the assignment or pledge,
      to the extent permitted by law, of the right, title and interest of the
      Company or a Restricted Subsidiary in and to any such contract, or in and
      to any payments due or to become due thereunder, to secure indebtedness
      incurred for funds or other property supplied,


                                       85
<PAGE>
      constructed or installed for or in connection with the performance by the
      Company or such Restricted Subsidiary of its obligations under such
      contracts;

            (g)   mechanics', materialmen's, carriers' or other like liens, and
      pledges or deposits made in the ordinary course of business to obtain the
      release of any such liens or the release of property in the possession of
      a common carrier; good faith deposits in connection with tenders, leases
      of real estate or bids or contracts (other than contracts involving the
      borrowing of money); pledges or deposits to secure public or statutory
      obligations; deposits to secure (or in lieu of) surety, stay, appeal or
      customs bonds; and deposits to secure the payment of taxes, assessments,
      customs duties or other similar charges;

            (h)   any mortgage, security interest, pledge, lien or encumbrance
      arising by reason of deposits with, or the giving of any form of security
      to, any governmental agency or any body created or approved by law or
      governmental regulation, which is required by law or governmental
      regulation as a condition to the transaction of any business, or the
      exercise of any privilege or license, or to enable the Company or a
      Restricted Subsidiary to maintain self-insurance or to participate in any
      arrangements established by law to cover any insurance risks or in
      connection with workmen's compensation, unemployment insurance, old age
      pensions, social security or similar matters;

            (i)   the liens of taxes, assessments or other governmental charges
      or levies not at the time due, or the validity of which is being contested
      in good faith;

            (j)   judgment liens, so long as the finality of such judgment is
      being contested in good faith and execution thereon is stayed;

            (k)   easements or similar encumbrances, the existence of which does
      not impair the use of the property subject thereto for the purposes for
      which it is held or was acquired;

            (l)   the landlord's interest under any lease of property;

            (m)   leases granted to others in the ordinary course of business;

            (n)   Sale and Lease-Back Transactions (as defined in Section 10.06)
      to the extent permitted by Section 10.06; and

            (o)   contracts for the manufacture, construction, installation or
      supply of property, products or services providing for a mortgage,
      security interest, pledge, lien or encumbrance upon advance, progress or
      partial payments made pursuant to such


                                       86
<PAGE>
      contracts and upon any material or supplies acquired, manufactured,
      constructed, installed or supplied in connection with the performance of
      such contracts to secure such advance, progress or partial payments.

            Notwithstanding the foregoing provisions of this Section 10.05, the
Company and any one or more Restricted Subsidiaries may create, incur, assume or
suffer to exist Secured Debt which would otherwise be subject to the foregoing
restrictions in an aggregate amount which, together with all other Secured Debt
of the Company and its Restricted Subsidiaries which would otherwise be subject
to the foregoing restrictions (not including Secured Debt permitted under
subparagraphs (a) through (o) above) and the aggregate value of the Sale and
Lease-Back Transactions in existence at such time (not including Sale and
Lease-Back Transactions the proceeds of which have been or will be applied in
accordance with Clause (b) of Section 10.06), does not at the time exceed 10% of
Shareowners' Equity.

            Section 10.06. Limitations on Sale and Lease-Back. The Company will
not, and will not permit any Restricted Subsidiary to, sell or transfer (except
to the Company or one or more Restricted Subsidiaries, or both) any Principal
Property owned by it and which has been in full operation for more than 180 days
prior to such sale or transfer with the intention (i) of taking back a lease on
such property, except a lease for a temporary period (not exceeding 36 months),
and (ii) that the use by the Company or such Restricted Subsidiary of such
property will be discontinued on or before the expiration of the term of such
lease (any such transaction being herein referred to as a "Sale and Lease-Back
Transaction"), unless

            (a)   the Company or such Restricted Subsidiary would be entitled,
      pursuant to the provisions of Section 10.05 hereof, to incur Secured Debt
      equal in amount to the amount realized or to be realized upon such sale or
      transfer secured by a mortgage on the property to be leased without
      equally and ratably securing the Securities; or

            (b)   the Company or a Restricted Subsidiary shall, within 180 days
      of the effective date of any such transaction, apply an amount equal to
      the value of the property so leased (i) to the retirement (other than any
      mandatory retirement) of Consolidated Funded Debt or indebtedness then
      outstanding of the Company or any Restricted Subsidiary that was Funded
      Debt at the time it was created (other than Consolidated Funded Debt or
      such other indebtedness owned by the Company or any Restricted
      Subsidiary), or (ii) to the purchase of Principal Property having a value
      at least equal to the value of such property; provided, however, that the
      amount to be so applied pursuant to the preceding Clause (i) or (ii) shall
      be reduced by (A) the principal amount of any Securities delivered within
      180 days of the effective date of any such transaction to the Trustee for
      retirement and cancellation, and (B) the principal amount of Consolidated
      Funded Debt or indebtedness that was Funded Debt


                                       87
<PAGE>
      at the time it was created (other than Securities) retired by the Company
      or a Restricted Subsidiary within 180 days of the effective date of any
      such transaction; or

            (c)   the Sale and Lease-Back Transaction involved was an industrial
      revenue bond, pollution control bond or similar financing arrangement
      between the Company or any Restricted Subsidiary and any Federal, State or
      municipal government or other governmental body or agency.

            The term "value" shall mean, with respect to a Sale and Lease-Back
Transaction, as of any particular time, the amount equal to the greater of (i)
the net proceeds of the sale of the property leased pursuant to such Sale and
Lease-Back Transaction or (ii) the fair value of such property at the time of
entering into such Sale and Lease-Back Transaction, as determined by the Board
of Directors, in either case divided first by the number of full years of the
term of the lease and then multiplied by the number of full years of such term
remaining at the time of determination, without regard to any renewal or
extension options contained in the lease.

            Section 10.07. Limitations on Change in Subsidiary Status. The
Company may designate any Subsidiary as an Unrestricted Subsidiary or as a
Restricted Subsidiary, subject to the provisions set forth below:

            (a)   the Company will not permit any Subsidiary to be designated as
      an Unrestricted Subsidiary unless at the time of such designation the
      Subsidiary so designated does not own, directly or indirectly, any capital
      stock of any Restricted Subsidiary or any Funded Debt or Secured Debt of
      the Company or any Restricted Subsidiary;

            (b)   the Company will not permit any Restricted Subsidiary to be
      designated as, or otherwise to become, an Unrestricted Subsidiary unless
      immediately after such Restricted Subsidiary becomes an Unrestricted
      Subsidiary, no Event of Default, and no event which, after notice or lapse
      of time or both, would become an Event of Default, shall exist;

            (c)   the Company will not permit any Unrestricted Subsidiary to be
      designated as a Restricted Subsidiary unless immediately after such
      Unrestricted Subsidiary becomes a Restricted Subsidiary, no Event of
      Default, and no event which, after notice or lapse of time or both, would
      become an Event of Default, shall exist; and

            (d)   promptly after the designation of any Subsidiary as an
      Unrestricted Subsidiary or as a Restricted Subsidiary, there shall be
      filed with the Trustee, an


                                       88
<PAGE>
      Officers' Certificate stating that the provisions of this Section have
      been complied with in connection with such designation.

            Section 10.08. Waiver of Covenants. The Company may omit in any
particular instance to comply with any covenant or condition set forth in
Sections 10.05, 10.06 and 10.07 with respect to the Securities of any series, if
before or after the time for such compliance the Holders of at least a majority
in principal amount of the Securities of such series at the time Outstanding
shall, by Act of such Holders, 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.

            Section 10.09. Defeasance of Certain Obligations. If this Section
10.09 has been specified in accordance with Section 3.01 to be applicable to
Securities of any series, the Company may omit to comply with any term,
provision or condition set forth in Sections 10.05, 10.06 and 10.07, and Section
5.01(c) with respect to Sections 10.05, 10.06 and 10.07 shall be deemed not to
be an Event of Default, in each case with respect to the Securities of that
series, when

            (1)   with reference to this Section 10.09, the Company has
      deposited or caused to be deposited with the Trustee irrevocably
      (irrespective of whether the conditions in Clauses (2), (3), (4), (5) and
      (6) below have been satisfied, but subject to the provisions of Section
      4.02(b) and the last paragraph of Section 10.03) as trust funds in trust
      for the purpose,

                  (A)   moneys, or

                  (B)   securities evidencing direct general obligations of, or
            obligations the payment of the principal and interest of which are
            unconditionally guaranteed by, the United States, which obligations,
            or the guaranty of which, constitutes the full faith and credit
            obligation of the United States, which securities shall not be
            callable or redeemable at the option of the issuer and which
            securities mature and bear interest in such amount and at such times
            as will provide moneys, or

                  (C)   a combination thereof,

      in an amount sufficient to pay and discharge the principal of (and
      premium, if any) and each installment of principal of (and premium, if
      any) and interest, if any, on such Outstanding Securities and any coupons
      appertaining thereto on the Stated


                                       89
<PAGE>
      Maturity of such principal or installment of principal or interest, if
      any, or any mandatory sinking fund payments or analogous payments
      applicable to Securities of such series on the day on which such payments
      are due and payable in accordance with the terms of the Indenture and of
      such Securities and the coupons, if any, appertaining thereto;

            (2)   the Company has paid or caused to be paid all other sums
      payable hereunder by the Company in respect of the Securities of such
      series and the coupons, if any, appertaining thereto;

            (3)   such deposit shall not cause the Trustee with respect to the
      Securities of that series to have a conflicting interest for purposes of
      the TIA with respect to the Securities of any series;

            (4)   no Event of Default or event which with the giving of notice
      or lapse of time, or both, would become an Event of Default with respect
      to the Securities of that series shall have occurred or be continuing on
      the date of such deposit and no Event of Default under Section 5.01(d) or
      5.01(e) or an event which with the giving of notice or lapse of time, or
      both, would become an Event of Default under Section 5.01(d) or 5.01(e)
      shall have occurred and be continuing on the 91st day after such date;

            (5)   the Company has delivered to the Trustee an Opinion of Counsel
      to the effect that Holders of the Securities of such series and the
      coupons, if any, appertaining thereto will not recognize income, gain or
      loss for Federal income tax purposes as a result of such deposit and
      defeasance of certain obligations and will be subject to Federal income
      tax on the same amount and in the same manner and at the same times as
      would have been the case if such deposit and defeasance had not occurred;
      and

            (6)   the Company has delivered to the Trustee (A) an Officers'
      Certificate and an Opinion of Counsel each stating that all conditions
      precedent herein provided for relating to the defeasance in respect of the
      Securities of such series contemplated by this Section have been complied
      with and (B) if securities have been deposited pursuant to Clause (1) of
      this Section, a certificate of independent certified public accountants
      stating that such securities mature and bear interest in such amounts and
      at such times as will (together with any moneys otherwise provided
      pursuant to Clause (1) of this Section) provide sufficient moneys as
      provided in Clause (1) of this Section.

            Section 10.10. Additional Amounts. If the Securities of a series
provide for the payment of additional amounts as contemplated by Clause (13) of
Section 3.01, the


                                       90
<PAGE>
Company will pay to the Holder of any Security of such series or any coupon
appertaining thereto additional amounts upon the terms and subject to the
conditions provided therein. Whenever in this Indenture there is mentioned, in
any context, the payment of the principal of (or premium, if any) or interest,
if any, on or in respect of, any Security of any series or the payment of any
coupon appertaining thereto or the net proceeds received at Maturity or on the
sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided for in this
Section to the extent that, in such context, additional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.

            If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to such series (or if the Securities of such series will not bear interest prior
to Maturity, the first day on which a payment of principal (and premium, if any)
is made), and at least 10 days prior to each date of payment of principal (and
premium, if any) or interest, if any, if there has been any change with respect
to the matters set forth in the below-mentioned Officers' Certificate, the
Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of (or premium, if any) or interest, if any, on the
Securities of such series shall be made to Holders of Securities of such series
or any coupons appertaining thereto who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding shall
be required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities or coupons and the Company will pay to the Trustee or such Paying
Agent the additional amounts, if any, required by this Section. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section.

            Section 10.11. Calculation of Original Issue Discount. If any
Original Issue Discount Securities are issued hereunder, the Company shall, upon
written request by the Trustee, provide to the Trustee within a reasonable time
after such request such information as the Trustee reasonably requires to enable
the Trustee to prepare and file any form required to be submitted by the Company
with the Internal Revenue Service and the Holders of Outstanding Securities
relating to original issue discount.


                                       91
<PAGE>
                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

            Section 11.01. Right of Redemption. The Securities of each series
shall be subject to such optional redemption or mandatory redemption, or both,
as shall be set forth in the Board Resolution or supplemental indenture in or
pursuant to which such series is established.

            Section 11.02. Applicability of Article. Redemption of Securities of
any series at the election of the Company or otherwise, as permitted or required
by their terms, shall be made in accordance with such terms and, except as
otherwise specified pursuant to Section 3.01 for the Securities of such series,
this Article Eleven.

            Section 11.03. Election to Redeem; Notice to Trustee. In case of any
redemption at the election of the Company of less than all the Securities of any
series, the Company shall, at least 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee)
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed.

            Section 11.04. Selection by Trustee of Securities to be Redeemed.
Except as otherwise provided pursuant to Section 3.01, if less than all the
Securities of any series are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem appropriate and
which may provide for the selection for redemption of portions of the principal
of Securities of such series of a denomination larger than $1,000. The portions
of the principal of Securities so selected for partial redemption shall be equal
to $1,000 or the smallest authorized denomination of the Securities of such
series, whichever is greater, or an integral multiple thereof.

            The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Security selected for
partial redemption, the principal amount thereof to be redeemed.

            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal of such Security which has been or is to be redeemed.


                                       92
<PAGE>
            Section 11.05. Notice of Redemption. Notice of redemption shall be
in the manner provided in Section 1.06 not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be redeemed.

            All notices of redemption shall state:

            (1)   the Redemption Date,

            (2)   the Redemption Price,

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

            (4)   that on the Redemption Date the Redemption Price will become
      due and payable upon each such Security, and that interest, if any,
      thereon shall cease to accrue from and after said date,

            (5)   the place or places where such Securities, together in the
      case of Bearer Securities with all coupons, if any, appertaining thereto
      maturing after the Redemption Date are to be surrendered for payment of
      the Redemption Price and accrued interest, if any, which shall be the
      office or agency of the Company in each Place of Payment with respect to
      Securities of such series,

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

            (7)   that Bearer Securities may be surrendered for payment only at
      such place or places outside the United States, except as otherwise
      specified in Section 10.02, and unless otherwise specified in such notice,
      Bearer Securities of any series, if any, surrendered for redemption must
      be accompanied by all coupons maturing subsequent to the date fixed for
      redemption or the amount of any such missing coupon or coupons will be
      deducted from the Redemption Price, unless security or indemnity
      satisfactory to the Company, the Trustee for such series and any Paying
      Agent is furnished,

            (8)   if Bearer Securities of any series are to be redeemed and any
      Registered Securities of such series are not to be redeemed, and if such
      Bearer Securities may be exchanged for Registered Securities not subject
      to redemption on the Redemption Date pursuant to Section 3.05 or
      otherwise, the last date, as determined by the Company, on which such
      exchanges may be made, and

            (9)   applicable CUSIP numbers.


                                       93
<PAGE>
            Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name of and at the expense of the Company.

            Failure to give such notice to the Holder of any Security or any
defect in such notice given to the Holder of any Security shall not affect the
validity of the proceedings for any other Security or part thereof.

            Section 11.06. Deposit of Redemption Price. Prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the Redemption
Price of and (except if the Redemption Date shall be an Interest Payment Date),
accrued interest, if any, to the Redemption Date on all the Securities which are
to be redeemed on that date.

            Section 11.07. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, together with accrued interest, if any, to the Redemption
Date, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest, if any) such Securities
shall cease to bear interest and the coupons for such interest appertaining to
any Bearer Security so to be redeemed, except to the extent provided below,
shall be void. Upon surrender of such Securities for redemption in accordance
with said notice together with all coupons, if any, appertaining thereto
maturing after the Redemption Date, such Securities shall be paid by the Company
at the Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that installments of any interest on Bearer Securities of
such series the Stated Maturity of which interest is on or prior to the
Redemption Date shall be payable (but without interest thereon, unless the
Company shall default in the payment thereof) only at an office or agency
outside the United States (except as otherwise provided in Section 10.02) and,
unless otherwise specified with respect to the Securities of such series
pursuant to Section 3.01, only upon presentation and surrender of coupons for
such interest; and provided, further, that, unless otherwise specified with
respect to the Securities of such series pursuant to Section 3.01, installments
of any interest on Registered Securities of such series the Stated Maturity of
which interest is on or prior to the Redemption Date shall be payable (but
without interest thereon, unless the Company shall default in the payment
thereof) to the Holders of such Registered Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Regular Record Dates according to their terms and the provisions of
Section 3.07.

            If a Bearer Security of any series surrendered for redemption shall
not be accompanied by all coupons, if any, appertaining thereto maturing after
the Redemption


                                       94
<PAGE>
Date, such Bearer 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 if there is
furnished to the Company and the Trustee such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Bearer Security shall surrender to the Trustee or any Paying
Agent in respect of such series 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 without interest thereon; provided,
however, that interest represented by coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 10.02) and, unless otherwise specified with respect to the Securities of
such series pursuant to Section 3.01, only upon presentation and surrender of
those coupons.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate borne by the
Security (or, in the case of any Original Issue Discount Security, such
Security's Yield to Maturity).

            Section 11.08. Securities Redeemed in Part. Any Registered Security
which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Registered
Security or Registered Securities of the same series and of like tenor, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Registered Security so surrendered. Any Permanent Global Security which is
to be redeemed only in part shall be so surrendered, and the Company shall
execute, and the Trustee shall authenticate and deliver to the depositary for
such Permanent Global Security, without service charge, a new Permanent Global
Security in a denomination equal to and in exchange for the unredeemed portion
of the principal of the Permanent Global Security so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

            Section 12.01. Applicability of Article. Redemption or retirement of
Securities of any series through operation of a sinking fund, as permitted or
required by


                                       95
<PAGE>
their terms, shall be made in accordance with such terms and, except as
otherwise specified as contemplated by Section 3.01 for the Securities of such
series, this Article.

            The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 12.02. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of the
Securities of such series.

            Section 12.02. Satisfaction of Sinking Fund Payments with
Securities. The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption), together in the case of any
Bearer Securities of such series with all unmatured coupons, if any,
appertaining thereto, and (2) may apply as a credit Securities of a series which
have been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of
such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided, however, 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 sinking fund payment shall be reduced accordingly.

            Section 12.03. Redemption of Securities for Sinking Fund. Not less
than 60 days prior to each sinking fund payment date for any series of
Securities or such shorter period as shall be satisfactory to the Trustee, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for Securities of such series
pursuant to the terms of such Securities, the portion thereof, if any, which is
to be satisfied by payment of cash and the portion thereof, if any, which is to
be satisfied by delivering and crediting Securities of such series pursuant to
Section 12.02 and will also deliver to the Trustee any Securities to be so
delivered. The Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.04 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.05. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.07 and 11.08.


                                       96
<PAGE>
                                ARTICLE THIRTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

            Section 13.01. Purposes for Which Meetings May Be Called. If
Securities of a series are issuable in whole or in part as Bearer Securities, a
meeting of Holders of Securities of such series may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

            Section 13.02. Call, Notice and Place of Meetings.

            (a)   The Trustee may at any time call a meeting of Holders of
Securities of any series issuable in whole or in part as Bearer Securities for
any purpose specified in Section 13.01, to be held at such time and at such
place in the Borough of Manhattan, the City of New York, or in London as the
Trustee shall determine. Notice of every meeting of 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, in the
manner provided in Section l.06, not less than 21 nor more than 180 days prior
to the date fixed for the meeting.

            (b)   In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 13.01, by written request setting forth in reasonable detail the action
proposed to be taken at such meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, the City of New York, or in London for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in Subsection (a) of this Section.

            Section 13.03. Persons Entitled to Vote at Meetings. To be entitled
to vote at any meeting of Holders of Securities of any series, a Person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more Outstanding Securities of such series by such Holder or Holders. The
only Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled


                                       97
<PAGE>
to vote at such meeting and their counsel, any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.

            Section 13.04. Quorum; Action. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which is required to be given by the Holders of
not less than a greater percentage in such principal amount as this Indenture
expressly specifies or as shall have been specified with respect to the
Securities of such series pursuant to Section 3.01, the Persons entitled to vote
such greater percentage in principal amount of the Outstanding Securities of
such series shall constitute a quorum. In the absence of a quorum within 30
minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In the absence of a quorum in any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairperson of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairperson of the meeting prior
to the adjournment of such adjourned meeting. Subject to Section 13.05, notice
of the reconvening of any adjourned meeting shall be given as provided in
Section 13.02(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

            Except as limited by the proviso to Section 9.02, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 9.02, any
resolution with respect to any consent or waiver which is required to be given
by the Holders of not less than a greater percentage in such principal amount as
shall have been specified with respect to the Securities of such series pursuant
to this Indenture or Section 3.01 may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid only by
the affirmative vote of the Holders of such greater percentage in principal
amount of the Outstanding Securities of that series; and provided, further,
that, except as limited by the proviso to Section 9.02, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less than a
majority in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a


                                       98
<PAGE>
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of that
series.

            Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the coupons, if any,
appertaining thereto, whether or not present or represented at the meeting.

            Section 13.05. Determination of Voting Rights; Conduct and
Adjournment of Meetings.

            (a)   Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of 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 deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section
l.04 and the appointment of any proxy shall be proved in the manner specified in
Section l.04 or, in the case of Bearer Securities, by having the signature of
the person executing the proxy witnessed or guaranteed by any trust company,
bank or banker authorized by Section l.04 to certify to the holding of Bearer
Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section l.04 or other proof.

            (b)   The Trustee shall, by an instrument in writing, appoint a
temporary chairperson of the meeting, unless the meeting shall have been called
by the Company or by Holders of Securities as provided in Section 13.02(b), in
which case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary
chairperson. A permanent chairperson and a permanent secretary of the meeting
shall be elected by vote of the Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the meeting.

            (c)   At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount (or, in
case the Securities of such series are denominated in a Foreign Currency, the
equivalent thereof) of Securities of such series held or represented by such
Person; provided, however, that no vote shall be cast or counted at any meeting
in respect of any Security challenged as not Outstanding and ruled by the
chairperson of the meeting to be not Outstanding. The chairperson of


                                       99
<PAGE>
the meeting shall have no right to vote, except as a Holder of a Security of
such series or proxy.

            (d)   Any meeting of Holders of Securities of any series duly called
pursuant to Section 13.02 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

            Section 13.06. Counting Votes and Recording Action of Meetings. The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairperson of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting. A record, at least in triplicate,
of the proceedings of each meeting of Holders of Securities of any series 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 given as provided in Section 13.02 and, if applicable, Section 13.04.
Each copy shall be signed and verified by the affidavits of the permanent
chairperson and secretary of the meeting and one such copy shall be delivered to
the Company and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.

                                ARTICLE FOURTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

            Section 14.01. Applicability of Article. Securities of any series
which are repayable at the option of the Holders thereof before their Stated
Maturity shall be repaid in accordance with their terms and (except as otherwise
specified pursuant to Section 3.01 for Securities of such series) in accordance
with this Article.

            Section 14.02. Repayment of Securities. Each Security which is
subject to repayment in whole or in part at the option of the Holder thereof on
a Repayment Date shall, unless otherwise provided in its terms, be repaid at the
applicable Repayment Price


                                      100
<PAGE>
together with interest accrued to such Repayment Date as specified pursuant to
Section 3.01.

            Section 14.03. Exercise of Option; Notice. Each Holder desiring to
exercise such Holder's option for repayment shall, as conditions to such
repayment, surrender the Security to be repaid in whole or in part together with
written notice of the exercise of such option at any office or agency of the
Company in the Place of Payment, not less than 30 nor more than 45 days prior to
the Repayment Date; provided, however, that surrender of Bearer Securities
together with written notice of exercise of such option shall be made at an
office or agency located outside the United States except as otherwise provided
in Section 10.02. Such notice, which shall be irrevocable, shall specify the
principal amount of such Security to be repaid, which shall be equal to the
minimum authorized denomination for such Security or an integral multiple
thereof, and shall identify the Security to be repaid and, in the case of a
partial repayment of the Security, shall specify the denominations of the
Security or Securities of the same series to be issued to the Holder for the
portion of the principal of the Security surrendered which is not to be repaid.

            If any Bearer Security surrendered for repayment shall not be
accompanied by all unmatured coupons and all matured coupons in default, such
Bearer Security may be paid after deducting from the Repayment 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 Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Repayment
Price, such Holder shall be entitled to receive the amount so deducted without
interest thereon; provided, however, that interest represented by coupons shall
be payable only at an office or agency located outside the United States except
as otherwise provided in Section 10.02.

            The Company shall execute and the Trustee shall authenticate and
deliver without service charge to the Holder of any Registered Security so
surrendered a new Registered Security or Securities of the same series, of any
authorized denomination specified in the foregoing notice, in an aggregate
principal amount equal to any portion of the principal of the Registered
Security so surrendered which is not to be repaid.

            The Company shall execute and the Trustee shall authenticate and
deliver without service charge to the Holder of any Bearer Security so
surrendered a new Registered Security or Securities or a new Bearer Security or
Securities (and all appurtenant unmatured coupons and matured coupons in
default) or any combination thereof of the same series, of any authorized
denomination or denominations specified in


                                      101
<PAGE>
the foregoing notice, in an aggregate principal amount equal to any portion of
the principal of the Security so surrendered which is not to be paid; provided,
however, that the issuance of a Registered Security therefor shall be subject to
applicable laws and regulations in effect at the time of the exchange; neither
the Trustee nor the Security Registrar shall issue Registered Securities for
Bearer Securities if it has received an Opinion of Counsel that as a result of
such issuance the Company would suffer adverse consequences under the United
States Federal income tax laws then in effect and the Company has delivered to
the Trustee a Company Order directing the Trustee not to make such issuances
thereafter unless and until the Trustee receives a subsequent Company Order to
the contrary. The Company shall deliver copies of such Company Order to the
Security Registrar.

            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the repayment of Securities shall relate,
in the case of any Security repaid or to be repaid in part, to the portion of
the principal of such Security which has been or is to be repaid.

            Section 14.04. Election of Repayment by Remarketing Entities. The
Company may elect with respect to Securities of any series which are repayable
at the option of the Holders thereof before their Stated Maturity, at any time
prior to any Repayment Date to designate one or more Remarketing Entities to
purchase, at a price equal to the Repayment Price, Securities of such series
from the Holders thereof who give notice and surrender their Securities in
accordance with Section 14.03.

            Section 14.05. Securities Payable on the Repayment Date. Notice of
exercise of the option of repayment having been given and the Securities so to
be repaid having been surrendered as aforesaid, such Securities shall, unless
purchased in accordance with Section 14.04, on the Repayment Date become due and
payable at the price therein specified and from and after the Repayment Date
such Securities shall cease to bear interest and shall be paid on the Repayment
Date, and the coupons for such interest appertaining to Bearer Securities so to
be repaid, except to the extent provided above, shall be void, unless the
Company shall default in the payment of such price in which case the Company
shall continue to be obligated for the principal amount of such Securities and
shall be obligated to pay interest on such principal amount at the rate borne by
such Securities from time to time until payment in full of such principal
amount.


                                      102
<PAGE>

                                ARTICLE FIFTEEN

                     IMMUNITY OF INCORPORATORS, SHAREOWNERS,
                             OFFICERS AND DIRECTORS

            Section 15.01. Exemption from Individual Liability. No recourse
under or upon any obligation, covenant or agreement of this Indenture, or of any
Security or the coupons, if any, appertaining thereto, or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator,
shareowner, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company,
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 that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, shareowners, officers or
directors, as such, of the Company or of any 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 the coupons, if any, appertaining
thereto 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, shareowner, 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 Securities of any series or any coupon
appertaining thereto or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of such Securities and coupons.

                                ARTICLE SIXTEEN

                                   CONVERSION

            Section 16.01. Conversion of Securities.


            (a)    If the terms of any series of Securities provide for any
Securities of such series to be convertible into shares of Common Stock issued
by the Company as contemplated by Section 3.01, then, subject to and upon
compliance with (i) the provisions of this Section 16.01, if and to the extent
such provisions are specified as contemplated by Section 3.01 to be applicable
to the Securities of such series, and (ii) such other provisions, if any, as
shall be so specified, the Holder of any Security or Securities of such series
shall have the right, at such Holder's option, to convert the principal amount
of such Security or Securities, or any portion of such principal amount which is
$1,000 or such other minimum amount (in Dollars or a Foreign Currency) as


                                      103
<PAGE>
may be specified with respect to the Securities of such series, or any integral
multiple thereof, into that number of fully paid and nonassessable shares of
Common Stock (as such shares shall then be constituted) obtained by dividing the
aggregate principal amount of the Security or Securities or portion thereof
surrendered for conversion by the conversion price in effect at such time, by
surrender of the Securities to be so converted in whole or in part in the manner
provided in Subsection (b) below or as otherwise provided with respect to the
Securities of such series as contemplated by Section 3.01. A Holder of
Securities is not entitled to any rights of a holder of Common Stock until such
Holder has converted such Holder's Securities.

            (b)    In order to exercise a conversion privilege, the Holder of
any Security or Securities to be converted in whole or in part shall surrender
such Security or Securities at an office or agency maintained by the Company for
such purpose as provided in Section 10.02, together with, if such Securities are
Bearer Securities, all unmatured coupons and any matured coupons in default
appertaining thereto or, if such Securities are Registered Securities, the
funds, if any, required by the penultimate paragraph of this Subsection (b), and
with the conversion notice thereon (or such other notice which is acceptable to
the Company, the Trustee, any agent appointed by the Company as a conversion
agent in respect of such Securities (each, a "Conversion Agent") and, if such
Securities are Registered Securities, the Security Registrar) duly executed, to
the Company at the office or agency of any Conversion Agent maintained for such
purpose as provided in Section 10.02 at which the Holder elects to convert such
Security or Securities or the portion thereof specified in said notice;
provided, however, that any Bearer Securities may be surrendered for conversion
only at an office or agency of any Conversion Agent maintained by the Company
pursuant to Section 10.02 which is outside the United States, except that, if
conversion thereof at each such office or agency outside the United States is
illegal or effectively precluded by exchange controls or other similar
restrictions, such Bearer Securities may be surrendered for conversion at such
an office or agency in the City of New York. Such notice shall be accompanied by
such transfer taxes and duties, or funds therefor, as are required pursuant to
Subsection (f) below. Convertible Registered Securities surrendered for
conversion shall, unless the shares of Common Stock issuable on conversion are
to be issued in the name of the Holder of such Registered Securities, be duly
endorsed by, or be accompanied by instruments of transfer in form satisfactory
to the Company, the Trustee and the applicable Security Registrar duly executed
by, the Holder or his duly authorized attorney.

         As promptly as practicable after the surrender for conversion of any
such Security or Securities as aforesaid and the receipt of such coupons, if
any, and notice as aforesaid (accompanied by the funds, if any, required by the
penultimate paragraph of this Subsection (b)), the Company shall deliver or
cause to be delivered at such office or agency to or upon written order of the
Holder thereof a certificate or certificates


                                      104
<PAGE>
representing the number of full shares of Common Stock issuable upon the
conversion of such Security or Securities or portion thereof issued in such name
or names as such Holder may direct and a check or cash in respect of any
fractional share of Common Stock arising upon such conversion, as provided in
Subsection (c) below. In case any Security or Securities of a denomination
greater than the minimum amount for conversion referred to in Subsection (a)
above shall be surrendered for conversion in part only, the Company shall
execute and the Trustee shall authenticate and deliver to or upon the written
order of the Holder of such Security or Securities so surrendered, without
charge to such Holder, and at the expense of the Company, if any, a new Security
or Securities in authorized denominations in an aggregate principal amount equal
to the unconverted portion of the surrendered Security or Securities. All shares
of Common Stock delivered upon conversion of any Security or Securities shall be
duly authorized, validly issued, fully paid and nonassessable.

         Each conversion of a convertible Security or Securities as aforesaid
shall be deemed to have been effected at the close of business on the date such
Security or Securities, coupons, if any, and notices shall have been surrendered
as aforesaid (accompanied by the funds, if any, required by the penultimate
paragraph of this Subsection (b)), and at such time the rights of the Holder of
such Security or Securities as Holder of the principal amount thereof so
surrendered for conversion shall cease and the person or persons in whose name
or names the certificate or certificates for shares of Common Stock are to be
issued upon such conversion shall be treated for all purposes as having become
the holder or holders of record of the shares represented thereby at such time
and such conversion shall be at the conversion price in effect at such time;
provided, however, that any such surrender and payment on any date when the
stock transfer books of the Company shall be closed shall constitute the Person
or Persons in whose name or names the certificates for such shares of Common
Stock are to be issued as the record holder or holders thereof for all purposes
at the close of business on the next succeeding day on which such stock transfer
books are opened and such conversion shall be at the conversion price in effect
at such time on such succeeding day.

         If the conversion date in respect of any convertible Registered
Securities or portion thereof is during the period from the close of business on
any Regular Record Date to the opening of business on the next succeeding
Interest Payment Date, such Registered Securities shall (unless such Registered
Securities or portion thereof being converted shall have been called for
redemption on a date during such period) be accompanied by payment in funds
acceptable to the Company of an amount equal to the interest otherwise payable
on such Interest Payment Date to the Holder thereof at the close of business on
the Regular Record Date for such Interest Payment Date with respect to the
principal amount being converted; provided, however, that no such payment need
be made if there shall exist at the time of conversion a default in the payment
of interest on the Securities of such series. An amount equal to such payment
shall be paid by the


                                      105
<PAGE>
Company on such Interest Payment Date to the Holder of such Registered
Securities at the close of business on such Regular Record Date; provided,
however, that if the Company shall default in the payment of interest on such
Interest Payment Date, such amount shall be paid to the Person who made such
required payment. Except as provided in this paragraph, no adjustment shall be
made for any interest accrued on any Security or Securities converted or for
dividends on any shares of Common Stock issued upon the conversion of such
Security or Securities as provided in this Section 16.01.

         If any Bearer Securities surrendered for conversion shall not be
accompanied by all related coupons maturing after the conversion date, such
Securities may be converted only if there be furnished to the Company and the
Conversion Agent such security or indemnity as may be required by them to
indemnify and hold harmless each of them and any other agent of the Company and
evidence to their satisfaction that such coupons are missing and of the
ownership thereof.

            (c)    No fractional shares of Common Stock or scrip representing
fractional shares shall be issued upon the conversion of any convertible
Securities. If more than one Security shall be surrendered for conversion at one
time by the same Holder, the number of full shares which shall be issuable upon
the conversion of such Securities shall be computed on the basis of the
aggregate principal amount of the Securities (or specified portions thereof to
the extent permitted hereby) so surrendered. If any fractional share of Common
Stock would, absent the provisions of this Subsection (c), be issuable upon the
conversion of any Security or Securities, the Company shall, in lieu of
delivering the fractional share therefor, adjust such fractional interest by
payment to the Holder of such surrendered Security or Securities of an amount in
cash equal to the current market value of such fractional interest, computed on
the basis of the closing price of the Common Stock (determined as provided in
paragraph (5) of Subsection (e) below) on the date of conversion.

            (d)    The conversion price in respect of a series of convertible
Securities shall be as specified with respect to the Securities of such series
as contemplated by Section 3.01, subject to adjustment as provided in Subsection
(e) below.

            (e)    The conversion price shall be adjusted from time to time by
the Company as follows:

            (1)    In case the Company shall (A) pay a dividend on the Common
       Stock in, or make a distribution to all holders of the Common Stock of,
       shares of its Common Stock, (B) subdivide its outstanding shares of
       Common Stock into a greater number of shares, (C) combine its outstanding
       shares of Common Stock into a smaller number of shares or (D) issue by
       reclassification of its shares of Common Stock any shares of capital
       stock of the Company, the conversion price in effect


                                      106
<PAGE>
      immediately prior to such action shall be adjusted so that the Holder of
      any Security or Securities thereafter surrendered for conversion shall be
      entitled to receive the number of shares of capital stock of the Company
      which such Holder would have owned or have been entitled to receive
      immediately following such action had such Security or Securities been
      converted immediately prior thereto. An adjustment made pursuant to this
      subparagraph (1) shall, except as provided in subparagraph (9) below,
      become effective retroactively immediately after the record date in the
      case of a dividend or distribution and shall become effective immediately
      after the effective date in the case of a subdivision, combination or
      reclassification. If, as a result of an adjustment made pursuant to this
      subparagraph (1), the Holder of any Security or Securities thereafter
      surrendered for conversion shall become entitled to receive shares of two
      or more classes of capital stock of the Company, the Company (whose
      determination shall be conclusive) shall determine the allocation of the
      conversion price between or among shares of such classes of capital stock.

            (2)    In case the Company shall issue rights (other than rights
      under a periodic dividend reinvestment plan or an employee stock purchase
      plan that are exercisable at a price per share of Common Stock of not less
      than 85% of the current market price per share (determined as provided in
      such plan) of Common Stock) or warrants to all holders of Common Stock
      entitling them (for a period expiring within 45 days after the record date
      mentioned below) to subscribe for or purchase shares of Common Stock at a
      price per share less than the current market price per share of Common
      Stock (as determined pursuant to subparagraph (5) below) on the record
      date mentioned below, the conversion price shall be adjusted so that the
      same shall equal the price determined by multiplying the conversion price
      in effect immediately prior to the date of issuance of such rights or
      warrants by a fraction of which the numerator shall be the number of
      shares of Common Stock outstanding on such date of issuance plus the
      number of shares of Common Stock which the aggregate offering price of the
      total number of shares of Common Stock so offered would purchase at such
      current market price, and of which the denominator shall be the number of
      shares of Common Stock outstanding on such date of issuance plus the
      number of additional shares of Common Stock offered for subscription or
      purchase. Such adjustment shall, except as provided in subparagraph (9)
      below, become effective retroactively immediately after the record date
      for the determination of shareowners entitled to receive such rights or
      warrants.

            (3)    In case the Company shall distribute to all holders of the
      Common Stock any shares of capital stock of the Company (other than Common
      Stock) or evidences of its indebtedness or assets (excluding any cash
      dividend paid from retained earnings of the Company or dividends payable
      in Common Stock) or rights or warrants to subscribe for securities of the
      Company (excluding (y) those referred


                                      107
<PAGE>
      to in subparagraph (2) above and (z) rights under a periodic dividend or
      interest reinvestment plan or an employee stock purchase plan that are
      exercisable at a price per share of Common Stock of not less than 85% of
      the current market price per share (determined as provided in such plan)
      of Common Stock) (any of the foregoing being hereinafter in this
      subparagraph (3) called the "Assets"), then in each such case, unless the
      Company elects to reserve such Assets for distribution to the Holders of
      Securities of such series upon conversion so that any such Holder
      converting such Securities will receive upon such conversion, in addition
      to the shares of Common Stock to which such Holder is entitled, the amount
      and kind of Assets which such Holder would have received if such Holder
      had, immediately prior to the record date for the distribution of the
      Assets, converted Securities into Common Stock, the conversion price shall
      be adjusted so that the same shall equal the price determined by
      multiplying the conversion price in effect immediately prior to the date
      of such distribution by a fraction of which the numerator shall be the
      current market price per share (determined as provided in subparagraph (5)
      below) of Common Stock less the then fair market value (as determined by
      the Board of Directors, whose determination shall be conclusive) of the
      portion of the Assets so distributed applicable to one share of Common
      Stock, and of which the denominator shall be such current market price per
      share of Common Stock on the record date mentioned below. Such adjustment
      shall, except as provided in subparagraph (9) below, become effective
      retroactively immediately after the record date for the determination of
      shareowners entitled to receive such distribution.

            (4)    If, pursuant to subparagraph (2) or (3) above, the number of
      shares of Common Stock into which a Security is convertible shall have
      been adjusted because the Company has declared a dividend, or made a
      distribution, on the outstanding shares of Common Stock in the form of any
      right or warrant to purchase securities of the Company, or the Company has
      issued any such right or warrant, then, upon the expiration of any
      unexercised right or unexercised warrant, the conversion price shall
      forthwith be adjusted to equal the conversion price that would have
      applied had such right or warrant never been declared, distributed or
      issued.

            (5)    For the purpose of any computation under subparagraphs (2)
      and (3) above, the current market price per share of Common Stock on any
      date shall be deemed to be the average of the daily closing prices for 30
      consecutive Business Days in the City of New York commencing 45 such
      Business Days before the day in question; provided, however, that if an
      issuance or distribution of the types described under subparagraphs (2)
      and (3) above is to be made, and no public announcement of such issuance
      or distribution is made by or on behalf of the Company more than 20
      trading days (as defined below) before the day in question,


                                      108
<PAGE>
      the current market price per share of Common Stock on such date shall be
      deemed to be the average of the daily closing prices for the five
      consecutive trading days selected by the Company not more than 20 trading
      days before, and ending not later than, the day in question. The closing
      price for each day shall be the last reported sales price on the New York
      Stock Exchange Consolidated Transaction Reporting System, or, if not so
      reported, or, in case no such reported sale takes place on such day, the
      average of the reported closing bid and asked quotations on the New York
      Stock Exchange, or, if the Common Stock is not at such time listed on such
      Exchange or no such quotations are available, the average of the closing
      bid and asked prices of the Common Stock on NASDAQ or any comparable
      system, or if the Common Stock is not listed on NASDAQ or a comparable
      system, the closing bid and asked prices as furnished by any member of the
      National Association of Securities Dealers, Inc. selected from time to
      time by the Company for that purpose. If on any trading day the Common
      Stock is not quoted by any organization referred to in this subparagraph
      (5), the fair value of the Common Stock on such day, as determined by the
      Board of Directors (whose determination shall be conclusive), shall be
      used. For purposes of this subparagraph (5), the term "trading day" shall
      mean each Monday, Tuesday, Wednesday, Thursday and Friday other than any
      day on which securities are not traded on any such exchange or in any such
      market referred to in this subparagraph (5).

            (6)    In the case of either (A) any consolidation or merger to
      which the Company is a party, other than a consolidation or a merger in
      which the Company is a continuing corporation and which does not result in
      any reclassification of, or change (other than a change in, from or to par
      value, or as a result of a subdivision or combination) in, outstanding
      shares of the Common Stock, or (B) any sale or conveyance to another
      corporation of the property and assets of the Company as an entirety or
      substantially as an entirety, then the successor or purchasing
      corporation, as the case may be, shall execute with the Trustee an
      indenture supplemental hereto providing that the Holder of each
      convertible Security or Securities then Outstanding shall have the right
      to convert such Security or Securities into the kind and amount of shares
      of stock and other securities and property (including cash) receivable
      upon such consolidation, merger, sale or conveyance by a holder of the
      number of shares of Common Stock issuable upon conversion of such Security
      or Securities immediately prior to such consolidation, merger, sale or
      conveyance, subject to adjustments equivalent as nearly as practicable to
      the adjustments provided for in this Section 16.01 assuming, in the case
      of any consolidation, merger, sale or conveyance, such holder of Common
      Stock of the Company (i) is not a person with or into which the Company
      consolidated or merged or which merged into the Company or to which such
      sale or conveyance was made, as the case may be ("constituent person"), or
      an affiliate of a constituent person and


                                      109
<PAGE>
      (ii) failed to exercise such holder's rights of election, if any, as to
      the kind or amount of shares of stock and other securities and property
      (including cash) receivable upon such consolidation, merger, sale or
      conveyance (provided that if the kind or amount of shares of stock and
      other securities and property (including cash) receivable upon such
      consolidation, merger, sale or conveyance is not the same for each share
      of Common Stock held immediately prior to such consolidation, merger, sale
      or conveyance by others than a constituent person or an affiliate thereof
      and in respect of which such rights of election shall not have been
      exercised ("non-electing share"), then for the purpose of this Section
      16.01 the kind and amount of shares of stock and other securities and
      property (including cash) receivable upon such consolidation, merger, sale
      or conveyance with respect to each non-electing share shall be deemed to
      be the kind and amount so receivable per share with respect to a plurality
      of the non-electing shares). The provisions of this subparagraph (6) shall
      similarly apply to successive consolidations, mergers, sales or
      conveyances.

            (7)    No adjustment in the conversion price shall be required
      unless such adjustment would require an increase or decrease of at least
      1% in such price; provided, however, that any adjustments which by reason
      of this subparagraph (7) are not required to be made shall be carried
      forward and taken into account in any subsequent adjustment; and provided,
      further, that adjustment shall be required and made in accordance with the
      provisions of this Section 16.01 (other than this subparagraph (7)) not
      later than such time as may be required in order to preserve the tax-free
      nature of a distribution to the holders of shares of Common Stock. All
      calculations under this Section 16.01 shall be made by the Company and
      shall be made to the nearest cent (or, in the case of Securities of a
      series denominated in a Foreign Currency or Foreign Currencies, such other
      nearest currency unit as may be specified with respect to the Securities
      of such series as contemplated by Section 3.01) or to the nearest
      one-hundredth of a share, as the case may be. Anything in this Section
      16.01 to the contrary notwithstanding, (i) the Company shall be permitted
      to make such adjustments in the conversion price, in addition to those
      required by this Section 16.01, as it in its discretion shall consider to
      be advisable in order that any stock dividends, subdivision of shares,
      distribution of rights to purchase stock or securities or distribution of
      securities convertible into or exchangeable for stock hereafter made by
      the Company to its shareowners shall not be taxable to the holders of the
      Common Stock and (ii) the Company may at any time decrease the conversion
      price by any amount.

            (8)    Whenever the conversion price with respect to any convertible
      Securities is adjusted as herein provided, the Company shall promptly file
      with the Trustee and any Conversion Agent other than the Trustee an
      Officers' Certificate setting forth the conversion price after such
      adjustment, a brief statement of the


                                      110
<PAGE>
      facts requiring such adjustment and, in the event the conversion price is
      adjusted other than pursuant to clause (ii) of the last sentence of
      subparagraph (7) above, the method of calculation thereof. In lieu of
      delivering such Officers' Certificate, the Company may deliver to the
      Trustee and any Conversion Agent, a certificate of any firm of independent
      public accountants selected by the Company (who may be the regular
      accountants employed by the Company) setting forth the conversion price
      and the method of calculation thereof. Any such Officers' Certificate or
      certificate of any firm of independent public accountants shall be
      evidence of the correctness of any adjustment of the conversion price made
      pursuant to this Subsection (e). Neither the Trustee nor any Conversion
      Agent shall bear any responsibility with respect to any such Officers'
      Certificate or certificate. Promptly after delivery of such Officers'
      Certificate or certificate, the Company shall, if any of such Securities
      are Bearer Securities, cause a notice stating that the conversion price
      has been adjusted and setting forth the adjusted conversion price to be
      published at least once in an Authorized Newspaper and, if any of such
      Securities are Registered Securities, to be mailed to each Holder at such
      Holder's address as it appears on the Security Register; provided,
      however, that if it shall be impractical to make publication of such
      notice as provided herein, then such publication or other notice in lieu
      thereof as shall be made to the Trustee shall constitute sufficient
      publication of such notice; and provided, further, that if within ten days
      after the publishing and mailing of such a notice an event occurs which
      would require the publishing and mailing of an additional notice, such
      additional notice shall be published and mailed as aforesaid promptly but
      in no event earlier than the tenth day after the publishing and mailing of
      the immediately prior notice.

            (9)    In any case in which this Subsection (e) shall require that
      an adjustment be made retroactively immediately following a record date
      for an event, the Company may elect to defer until the occurrence of such
      event (x) issuing to the Holder of any Security converted after such
      record date and before the occurrence of such event the additional shares
      of Common Stock issuable upon such conversion by reason of the adjustment
      required by such event over and above the Common Stock issuable upon such
      conversion before giving effect to such adjustment and (y) paying to such
      Holder any amount in cash in lieu of any fraction pursuant to Subsection
      (c).

            (f)    The issuance of certificates for shares of Common Stock on
conversion of Securities pursuant hereto shall be made at the expense of the
Company and without charge to the Holder converting a Security or Securities for
any stamp or other similar tax or duty in respect of the issue thereof;
provided, however, that if any such certificate is to be issued in a name other
than that of the Holder of the Security or Securities to be converted, the
person or persons requesting the issuance thereof shall pay to the Company the
amount of any tax or duty which may be payable in respect of any


                                      111
<PAGE>
transfer involved in such issuance or delivery or shall establish to the
satisfaction of the Company that such tax or duty has been paid. Certificates
representing shares of Common Stock will not be issued or delivered unless all
taxes and duties, if any, payable by such Holder have been paid.

            (g)    The Company covenants that it will at all times reserve and
keep available, solely for the purpose of issue upon conversion of Securities,
such number of shares of Common Stock as shall be issuable upon the conversion
of all outstanding Securities; provided, however, that nothing contained herein
shall be construed to preclude the Company from satisfying its obligations in
respect of the conversion of the Securities by delivery of purchased shares of
Common Stock which are held in the treasury of the Company. For the purposes of
this Subsection (g), the full number of shares of Common Stock issuable upon the
conversion of all outstanding Securities shall be computed as if at the time of
computation of such number of shares of Common Stock all outstanding Securities
were held by a single holder. Unless otherwise provided with respect to the
convertible Securities of any series as provided in Section 3.01, the Company
covenants that if any shares of Common Stock required to be reserved for
issuance upon conversions of such Securities hereunder require registration with
or approval of any governmental authority under any federal or state law before
such shares may be issued upon such conversions, the Company will cause such
shares to be duly registered or approved, as the case may be. Unless otherwise
provided with respect to the convertible Securities of any series as provided in
Section 3.01, the Company will endeavor to list the shares of Common Stock
required to be delivered upon conversion of such Securities hereunder prior to
such delivery on the New York Stock Exchange and any other securities exchange
on which the outstanding Common Stock is listed at the time of such delivery.
Before taking any action which would cause an adjustment reducing the then
conversion price of any convertible Securities below the then par value, if any,
of the Common Stock, the Company will take all corporate action which may, in
the opinion of its counsel, be necessary in order that the Company may validly
and legally issue shares of such Common Stock at such adjusted conversion price.
The Company covenants that all authorized but unissued shares of Common Stock
which may at any time be reserved pursuant to this Subsection (g) for issuance
upon conversions of any convertible Securities will be free from preemptive
rights and duly and validly authorized for issuance upon such conversions and
that all shares of Common Stock which may at any time be issued upon conversions
of such Securities in accordance with the terms hereof and thereof will upon
such issuance, be free from preemptive rights, duly and validly authorized and
issued, fully paid and nonassessable.

            (h)    Neither the Trustee nor any Conversion Agent shall at any
time be under any duty or responsibility to any Holder of convertible Securities
to determine whether any facts exist which may require any adjustment of the
conversion price thereof, or with respect to the nature or extent of any such
adjustment when made or with


                                      112
<PAGE>
respect to the method employed, or herein provided to be employed, in making the
same. Neither the Trustee nor any Conversion Agent shall be accountable with
respect to the validity or value (or the kind or amount) of any shares of Common
Stock, or of any securities or property (including cash) which may at any time
be issued or delivered upon the conversion of any such Security or Securities;
and neither the Trustee nor any Conversion Agent makes any representations with
respect thereto. Subject to Section 6.01, neither the Trustee nor any Conversion
Agent shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property (including cash) upon the surrender of any convertible Security for the
purpose of conversion or to comply with any of the duties, responsibilities or
covenants of the Company contained in this Section 16.01.

            (i)    In case:

            (1)    the Company shall take any action which would require an
      adjustment in the conversion price with respect to any convertible
      Securities of a series pursuant to Subsection (e) above; or

            (2)    the Company shall authorize the granting to the holders of
      the Common Stock of rights or warrants to subscribe for or purchase any
      shares of stock of any class or any other rights or warrants and notice
      thereof shall be given to holders of Common Stock; or

            (3)    there shall be any capital reorganization or reclassification
      of the Common Stock (other than a subdivision or combination of the
      outstanding Common Stock and other than a change in, from or to par value
      of the Common Stock), or any consolidation or merger to which the Company
      is a party and for which approval of any shareowners of the Company is
      required, or any sale or transfer of all or substantially all of the
      assets of the Company; or

            (4)    of the voluntary or involuntary dissolution, liquidation or
      winding up of the Company;

then the Company shall cause to be filed with the Trustee and any Conversion
Agent and, with respect to Registered Securities of such series, to be mailed to
each Holder and, with respect to Bearer Securities of such series, published as
provided in Subsection (e)(8), at least 10 days prior to the applicable date
hereinafter specified, a notice setting forth (x) the date on which a record is
to be taken for the purpose of any distribution or grant to holders of Common
Stock, or, if a record is not to be taken, the date as of which the holders of
Common Stock of record to be entitled to such distribution or grant are to be
determined or (y) the date on which such reorganization, reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up is
expected to become


                                      113
<PAGE>
effective, and the date as of which it is expected that holders of Common Stock
of record shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of the proceedings described in
paragraphs (1) through (4) of this Subsection (i).

            (j)    Notwithstanding anything else in this Section 16.01, any
funds which at any time shall have been deposited by the Company or on its
behalf with any Paying Agent for the purpose of paying interest on or the
redemption or repayment price of any convertible Securities and which shall not
be required for such purposes because of the conversion of such Securities, upon
delivery to such Paying Agent of evidence satisfactory to it of such conversion,
after such conversion, shall be repaid to the Company by such Paying Agent.

            (k)    All Securities surrendered for conversion shall, if
applicable, be delivered to the Trustee for cancellation and shall be cancelled
and disposed of by the Trustee as provided in Section 3.09, unless by Company
Order the Company shall direct the cancelled Securities to be returned to it.

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


                                      114
<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.

                                    ROCKWELL COLLINS, INC.

[CORPORATE SEAL]

                                    By:  /s/ Gary R. Chadick
                                         ---------------------------
                                         Name:  Gary R. Chadick
                                         Title: Senior Vice President,
                                                  General Counsel and
                                                  Secretary


Attest:

/s/ Lawrence A. Erickson
---------------------------
Title: Senior Vice President,
          Chief Financial Officer



                                    CITIBANK, N.A., as Trustee

[CORPORATE SEAL]

                                    By:  /s/ Nancy Forte
                                         -------------------------------
                                         Name:  Nancy Forte
                                         Title: Assistant Vice President



Attest:

/s/ P. DeFelice
---------------------------
Authorized Signatory



                                      115
<PAGE>
                                                                       EXHIBIT A
                                                          FORMS OF CERTIFICATION




                                   EXHIBIT A-1

                       FORM OF CERTIFICATE TO BE GIVEN BY
                   PERSON ENTITLED TO RECEIVE BEARER SECURITY
            OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

                     [INSERT TITLE OR SUFFICIENT DESCRIPTION
                         OF SECURITIES TO BE DELIVERED]

         This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(iv) are herein referred to as "financial institutions")
purchasing for their own account or for resale, or (b) United States person(s)
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United
States financial institution hereby agrees, on its own behalf or through its
agent, that you may advise Rockwell Collins, Inc. or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes or resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

         As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

         We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any


                                      A-1-1
<PAGE>
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.

         This certificate excepts and does not relate to [U.S.$] _______ of such
interest in the above-captioned Securities in respect of which we are not able
to certify and as to which we understand an exchange for an interest in a
Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

            We understand that this certificate may be required in connection
with certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:
        -------------------------

[To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii)
the relevant Interest Payment Date occurring prior to the Exchange Date, as
applicable]

                                    [Name of Person Making Certification]



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



(AUTHORIZED SIGNATORY)



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


                                     A-1-2
<PAGE>
                                   EXHIBIT A-2

                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                               AND CLEARSTREAM IN
                 CONNECTION WITH THE EXCHANGE OF A PORTION OF A
                 TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

                     [INSERT TITLE OR SUFFICIENT DESCRIPTION
                         OF SECURITIES TO BE DELIVERED]

         This is to certify that based solely on written certifications that we
have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$] _____ principal
amount of the above-captioned Securities (i) is owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States Federal income taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) are herein
referred to as "financial institutions") purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such financial institution has agreed, on
its own behalf or through its agent, that we may advise Rockwell Collins, Inc.
or its agent that such financial institution will comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by United States or
foreign financial institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)) and, to the further effect, that financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

         As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto


                                      A-2-1
<PAGE>
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

         We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

         We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:
        ----------------------------

[To be dated no earlier than the Exchange Date or the relevant Interest Payment
Date occurring prior to the Exchange Date, as applicable]

                                    [EUROCLEAR BANK, S.A./N.V., as
                                    Operator of the Euroclear System]
                                    [CLEARSTREAM BANKING, S.A.]



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


                                      A-2-2