<PAGE>

                                                                    EXHIBIT 4(a)

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

                        UNITED TECHNOLOGIES CORPORATION

                                      TO

                             THE BANK OF NEW YORK,

                                    Trustee

                           _________________________

                        Amended and Restated Indenture

                            Dated as of May 1, 2001

                           _________________________

-------------------------------------------------------------------------------
<PAGE>

                        UNITED TECHNOLOGIES CORPORATION

               Reconciliation and tie between Trust Indenture Act
of 1939, as amended, and Amended and Restated Indenture, dated as of May 1, 2001

                                Trust Indenture
                         Act Section Indenture Section



<TABLE>
<S>                                                                     <C>
(S)310(a)*(1)........................................................                609
      (a)(2).........................................................                609
      (a)(3).........................................................     Not Applicable
      (a)(4).........................................................     Not Applicable
      (a)(5).........................................................                608
      (b)............................................................           608, 610
(S)311(a)............................................................              613(a)
      (b)............................................................              613(b)
      (b)(2).........................................................   703(a)(2), 703(b)
(S)312(a)............................................................         701, 702(a)
      (b)............................................................              702(b)
      (c)............................................................              702(c)
(S)313(a)............................................................              703(a)
      (b)............................................................              703(b)
      (c)............................................................      703(a), 703(b)
      (d)............................................................              703(c)
(S)314(a)............................................................          704, 1004
      (b)............................................................     Not Applicable
      (c)(1).........................................................                102
      (c)(2).........................................................                102
      (c)(3).........................................................     Not Applicable
      (d)............................................................     Not Applicable
      (e)............................................................                102
(S)315(a)............................................................              601(a)
      (b)............................................................      602, 703(a)(6)
      (c)............................................................              601(b)
      (d)............................................................              601(c)
      (d)(1).........................................................           601(a)(1)
      (d)(2).........................................................           601(c)(2)
      (d)(3).........................................................           601(c)(3)
      (e)............................................................                514
(S)316(a)*(1)(A).....................................................           502, 512
      (a)(1)(B)......................................................                513
      (a)(2).........................................................     Not Applicable
      (b)............................................................                508
      (c)............................................................               1501
</TABLE>

                                       1
<PAGE>

<TABLE>
<S>                                                                                 <C>
(S)317(a)*(1)........................................................                503
      (a)(2).........................................................                504
      (b)............................................................               1003
(S)318(a)............................................................                107
</TABLE>

Note:  This reconciliation and tie shall not, for any purpose, be deemed to be a
       part of the Indenture.

                                       2
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 Page
     <S>                                                                                                         <C>
     PARTIES................................................................................................        1
     RECITALS OF THE COMPANY................................................................................        1

                                                            ARTICLE ONE

                                      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 101.    Definitions............................................................................        1
     Section 102.    Compliance Certificates and Opinions...................................................       11
     Section 103.    Form of Documents Delivered to Trustee.................................................       11
     Section 104.    Acts of Holders........................................................................       12
     Section 105.    Notices, Etc.  to Trustee and Company..................................................       13
     Section 106.    Notice to Holders; Waiver..............................................................       13
     Section 107.    Conflict with Trust Indenture Act......................................................       14
     Section 108.    Effect of Headings and Table of Contents...............................................       14
     Section 109.    Successors and Assigns.................................................................       14
     Section 110.    Separability Clause....................................................................       14
     Section 111.    Benefits of Indenture..................................................................       14
     Section 112.    Governing Law..........................................................................       15
     Section 113.    Legal Holidays.........................................................................       15

                                                            ARTICLE TWO

                                                          SECURITY FORMS

     Section 201.    Forms Generally........................................................................       15
     Section 202.    Form of Trustee's Certificate of Authentication........................................       15
     Section 203.    Securities Issuable in Global Form.....................................................       16

                                                           ARTICLE THREE

                                                          THE SECURITIES

     Section 301.    Amount Unlimited; Issuable in Series...................................................       17
     Section 302.    Denominations..........................................................................       20
     Section 303.    Execution, Authentication, Delivery and Dating.........................................       20
     Section 304.    Temporary Securities...................................................................       22
     Section 305.    Registration, Registration of Transfer and Exchange....................................       24
</TABLE>

                                      -i-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                 Page
     <S>                                                                                                         <C>
     Section 306.    Mutilated, Destroyed, Lost and Stolen Securities.......................................       27
     Section 307.    Payment of Interest; Interest Rights Preserved; Optional Interest Reset................       28
     Section 308.    Optional Extension of Maturity.........................................................       30
     Section 309.    Persons Deemed Owners..................................................................       31
     Section 310.    Cancellation...........................................................................       32
     Section 311.    Computation of Interest................................................................       32
     Section 312.    Currency and Manner of Payments in Respect of Securities...............................       32
     Section 313.    Appointment and Resignation of Successor Exchange Rate Agent...........................       36

                                                           ARTICLE FOUR

                                                    SATISFACTION AND DISCHARGE

     Section 401.    Satisfaction and Discharge of Indenture................................................       36
     Section 402.    Application of Trust Money.............................................................       38

                                                           ARTICLE FIVE

                                                             REMEDIES

     Section 501.    Events of Default......................................................................       38
     Section 502.    Acceleration of Maturity; Rescission and Annulment.....................................       39
     Section 503.    Collection of Indebtedness and Suits for Enforcement by Trustee........................       40
     Section 504.    Trustee May File Proofs of Claim.......................................................       41
     Section 505.    Trustee May Enforce Claims Without Possession of Securities............................       41
     Section 506.    Application of Money Collected.........................................................       42
     Section 507.    Limitation on Suits....................................................................       42
     Section 508.    Unconditional Right of Holders to Receive Principal, Premium and Interest..............       43
     Section 509.    Restoration of Rights and Remedies.....................................................       43
     Section 510.    Rights and Remedies Cumulative.........................................................       43
     Section 511.    Delay or Omission Not Waiver...........................................................       43
     Section 512.    Control By Holders.....................................................................       44
</TABLE>

                                     -ii-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                 Page
     <S>                                                                                                         <C>
     Section 513.    Waiver of Past Defaults................................................................       44
     Section 514.    Undertaking for Costs..................................................................       44
     Section 515.    Waiver of Stay or Extension Laws.......................................................       45

                                                            ARTICLE SIX

                                                            THE TRUSTEE

     Section 601.    Certain Duties and Responsibilities....................................................       45
     Section 602.    Notice of Defaults.....................................................................       46
     Section 603.    Certain Rights of Trustee..............................................................       46
     Section 604.    Trustee Not Responsible for Recitals or Issuance of Securities.........................       47
     Section 605.    May Hold Securities....................................................................       48
     Section 606.    Money Held in Trust....................................................................       48
     Section 607.    Compensation and Reimbursement.........................................................       48
     Section 608.    Disqualification; Conflicting Interests................................................       48
     Section 609.    Corporate Trustee Required; Eligibility................................................       53
     Section 610.    Resignation and Removal; Appointment of Successor......................................       54
     Section 611.    Acceptance of Appointment by Successor.................................................       55
     Section 612.    Merger, Conversion, Consolidation or Succession to Business............................       56
     Section 613.    Preferential Collection of Claims Against Company......................................       56
     Section 614.    Appointment of Authenticating Agent....................................................       60

                                                           ARTICLE SEVEN

                                         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 701.    Company to Furnish Trustee Names and Addresses of Holders..............................       61
     Section 702.    Preservation of Information; Communications to Holders.................................       62
     Section 703.    Reports by Trustee.....................................................................       63
     Section 704.    Reports by Company.....................................................................       64

                                                           ARTICLE EIGHT

                                       CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     Section 801.    Company May Consolidate, Etc., Only on Certain Terms...................................       65
     Section 802.    Successor Corporation Substituted......................................................       66
</TABLE>

                                     -iii-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                 Page
     <S>                                                                                                         <C>
     Section 803.    Securities to be Secured in Certain Events.............................................       66

                                                           ARTICLE NINE

                                                      SUPPLEMENTAL INDENTURES

     Section 901.    Supplemental Indentures Without Consent of Holders.....................................       66
     Section 902.    Supplemental Indentures with Consent of Holders........................................       68
     Section 903.    Execution of Supplemental Indentures...................................................       69
     Section 904.    Effect of Supplemental Indentures......................................................       69
     Section 905.    Conformity with Trust Indenture Act....................................................       69
     Section 906.    Reference in Securities to Supplemental Indentures.....................................       69

                                                            ARTICLE TEN

                                                             COVENANTS

     Section 1001.   Payment of Principal, Premium and Interest.............................................       69
     Section 1002.   Maintenance of Office or Agency........................................................       70
     Section 1003.   Money for Securities Payments to Be Held in Trust......................................       71
     Section 1004.   Statement as to Compliance.............................................................       72
     Section 1005.   Payment of Taxes and Other Claims......................................................       73
     Section 1006.   Maintenance of Principal Properties....................................................       73
     Section 1007.   Corporate Existence....................................................................       73
     Section 1008.   Limitation upon Liens..................................................................       73
     Section 1009.   Limitations upon Sales and Leasebacks..................................................       76
     Section 1010.   Additional Amounts.....................................................................       77
     Section 1011.   Waiver of Certain Covenants............................................................       78

                                                          ARTICLE ELEVEN

                                                     REDEMPTION OF SECURITIES

     Section 1101.   Applicability of Article...............................................................       78
     Section 1102.   Election to Redeem; Notice to Trustee..................................................       79
     Section 1103.   Selection by Trustee of Securities to Be Redeemed......................................       79
     Section 1104.   Notice of Redemption...................................................................       79
     Section 1105.   Deposit of Redemption Price............................................................       80
</TABLE>

                                     -iv-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                 Page
     <S>                                                                                                         <C>
     Section 1106.   Securities Payable on Redemption Date..................................................       80
     Section 1107.   Securities Redeemed in Part............................................................       81

                                                          ARTICLE TWELVE

                                                           SINKING FUNDS

     Section 1201.   Applicability of Article...............................................................       81
     Section 1202.   Satisfaction of Sinking Fund Payments with Securities..................................       82
     Section 1203.   Redemption of Securities for Sinking Fund..............................................       82

                                                         ARTICLE THIRTEEN

                                                  REPAYMENT AT OPTION OF HOLDERS

     Section 1301.   Applicability of Article...............................................................       83
     Section 1302.   Repayment of Securities................................................................       83
     Section 1303.   Exercise of Option.....................................................................       83
     Section 1304.   When Securities Presented for Repayment Become Due and Payable.........................       84
     Section 1305.   Securities Repaid in Part..............................................................       84

                                                         ARTICLE FOURTEEN

                                                DEFEASANCE AND COVENANT DEFEASANCE

     Section 1401.   Applicability of Article; Company's Option to Effect Defeasance
                     or Covenant Defeasance.................................................................       85
     Section 1402.   Defeasance and Discharge...............................................................       85
     Section 1403.   Covenant Defeasance....................................................................       85
     Section 1404.   Conditions to Defeasance or Covenant Defeasance........................................       86
     Section 1405.   Deposited Money and Government Obligations to be Held in Trust;
                     Other Miscellaneous Provisions.........................................................       87

                                                          ARTICLE FIFTEEN

                                                 MEETINGS OF HOLDERS OF SECURITIES

     Section 1501.   Purposes for which Meetings May be Called..............................................       88
     Section 1502.   Call, Notice and Place of Meetings.....................................................       89
     Section 1503.   Persons Entitled to Vote at Meetings...................................................       89
</TABLE>

                                      -v-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                 Page
     <S>                                                                                                        <C>
     Section 1504.   Quorum; Action.........................................................................       89
     Section 1505.   Determination of Voting Rights; Conduct and Adjournment of Meetings....................       90
     Section 1506.   Counting Votes and Recording Action of Meetings........................................       91

                                                          ARTICLE SIXTEEN

                                        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS,
                                                      DIRECTORS AND EMPLOYEES

     Section 1601.   Exemption from Individual Liability....................................................       91

EXHIBIT A. Forms of Certification...........................................................................    A-1-1
</TABLE>

                                     -vi-
<PAGE>

          AMENDED AND RESTATED INDENTURE, dated as of May 1, 2001, between
UNITED TECHNOLOGIES CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company"), having its
principal office at United Technologies Building, Hartford, Connecticut 06101,
and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (herein
called the "Trustee"), amending and restating the Indenture, dated April 1,
1990, between the Company and The Connecticut National Bank.

                            RECITALS OF THE COMPANY

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

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

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 101.  Definitions.  For all purposes of this Indenture,
                        -----------
except as otherwise expressly provided or unless the context otherwise requires:

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

          (2)  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;

          (3)  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; and
<PAGE>

          (4)  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.

          Certain terms, used principally in Articles Six and Fourteen are
defined in those Articles.

          "Act," when used with respect to any Holder, has the meaning specified
in Section 104.

          "Additional Amounts" has the meaning specified in Section 1010.

          "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.

          "Attributable Debt" means, as to any particular lease under which any
Person is at the time liable for a term of more than 12 months, at any date as
of which the amount thereof is to be determined, the total net amount of rent
required to be paid by such Person under such lease during the remaining term
thereof (excluding any subsequent renewal or other extension options held by the
lessee), discounted from the respective due dates thereof to such date at the
rate of 15% per annum, compounded monthly.  The net amount of rent required to
be paid under any such lease for any such period shall be the aggregate amount
of the rent payable by the lessee with respect to such period after excluding
amounts required to be paid on account of maintenance and repairs, services,
insurance, taxes, assessments, water rates and similar charges and contingent
rents (such as those based on sales).  In the case of any lease which is
terminable by the lessee upon the payment of a penalty in an amount which is
less than the total discounted net amount of rent required to be paid from the
later of the first date upon which such lease may be so terminated or the date
of the determination of such net amount of rent, as the case may be, such net
amount shall also include the amount of such penalty, but no rent shall be
considered as required to be paid under such lease subsequent to the first date
upon which it may be so terminated.

          "Authenticating Agent" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate 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.  Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.

          "Bearer Security" means any Security except a Registered Security.

                                       2
<PAGE>

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

          "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 or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment or other location are
authorized or obligated by law or executive order to close.

          "Clearstream" means Clearstream Banking, societe anonyme, 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, 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 Depositary" has the meaning specified in Section 304.

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

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

          "Consolidated Net Tangible Assets" means the total amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities (excluding any thereof which are by their
terms extendible or renewable at the option of the obligor thereon to a time
more than 12 months after the time as of which the amount thereof is being
computed), and (ii) all good will, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangibles, all as set forth on the
most recent balance sheet of the Company and its consolidated Subsidiaries and
computed in accordance with generally accepted accounting principles.

          "Conversion Date" has the meaning specified in Section 312(d).

          "Conversion Event" means the cessation of use of (i) a Foreign
Currency 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 Euro both within the
European Monetary Union and for the settlement of transactions by public
institutions of or within the European Union or (iii) any currency unit (or
composite currency) for the purposes for which it was established.

                                       3
<PAGE>

          "Corporate Trust Office" means the principal corporate trust office of
the Trustee, at which at any particular time its corporate trust business shall
be administered, which, at the date hereof is 101 Barclay Street, Floor 21W, New
York, NY  10286.

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

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

          "Debt" has the meaning specified in Section 1008.

          "Defaulted Interest" has the meaning specified in Section 307.

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

          "Dollar Equivalent of the Currency Unit" has the meaning specified in
Section 312(g).

          "Dollar Equivalent of the Foreign Currency" has the meaning specified
in Section 312(f).

          "Election Date" has the meaning specified in Section 312(h).

          "Euro" means the single currency of the European Monetary Union
adopted by eleven member states of the European Union on January 1, 1999.

          "Euroclear" means Euroclear S.A./N.V., a company organized under the
laws of Belgium, as operator of the Euroclear System, or its successor in such
capacity.

          "European Monetary Union" means the Economic and Monetary Union
established by the Single European Act and the Treaty on European Union.

          "European Union" means the union established among the signatories to
the Treaty on European Union.

          "Event of Default" has the meaning specified in Section 501.

          "Exchange Date" has the meaning specified in Section 304.

          "Exchange Rate Agent," with respect to Securities of or within any
series, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, a New York Clearing House bank, designated pursuant to
Section 301 or Section 313.

          "Exchange Rate Officer's Certificate" means a tested telex or 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
302 in the relevant currency or currency unit), payable with respect to a
Security of any

                                       4
<PAGE>

series on the basis of such Market Exchange Rate, sent (in the case of a telex)
or signed (in the case of a certificate) by the Treasurer, any Vice President or
any Assistant Treasurer of the Company.

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

          "Government Obligations" means, unless otherwise specified with
respect to any series of Securities pursuant to Section 301, securities which
are (i) direct obligations of the government (including the European Union)
which issued the currency in which the Securities of a particular series are
payable or, with respect to a particular series of Securities payable in Euros,
direct obligations of the government of any of the European Union member states
which have adopted the Euro as their lawful currency or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the government or entity which issued the currency (or, in the case of a series
of Securities payable in Euros, a government of a member state of the European
Union which has adopted the Euro as its lawful currency) in which the Securities
of such series are payable, the payment of which is unconditionally guaranteed
by such government, which, in either case, are full faith and credit obligations
of such government payable in such currency and are not callable or redeemable
at the option of the issuer thereof and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of any
such Government Obligation held by such custodian for the account of the holder
of a depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest or
principal of the Government Obligation evidenced by such depository receipt.

          "Holder" means in the case of a Registered Security the Person in
whose name a Security is registered in the Security Register and in the case of
a Bearer Security the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

          "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 301; provided, however, that if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean
with respect to any one or more series of Securities for which such Person is
Trustee, 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 for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms

                                       5
<PAGE>

adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee but to which such Person, as
such Trustee, was not a party.

          "Indexed Security" means a Security the terms of which provide that
the principal amount thereof payable at Stated Maturity may be more or less than
the principal face amount thereof at original issuance.

          "Industrial Development Bonds" means obligations issued by a State, a
Commonwealth, a Territory or a possession of the United States of America, or
any political subdivision of any of the foregoing, or the District of Columbia,
the interest on which is excludable from gross income of the holders thereof
pursuant to the provisions of Section 103(a) of the Internal Revenue Code of
1986, as amended (or any similar provision), as in effect at the time of the
issuance of such obligations.

          "interest," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity at the rate prescribed in such Original Issue Discount
Security.

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

          "Lien" has the meaning specified in Section 1008.

          "Market Exchange Rate" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, (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 301 for the
Securities of the relevant series, (ii) for any conversion of Dollars into any
Foreign Currency, the noon (New York City time) 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 301, 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 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

                                       6
<PAGE>

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 or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

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

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

          "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

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

          (ii)  Securities, or portions thereof, for whose payment or redemption
     or repayment at the option of the Holder 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 and any coupons appertaining thereto; 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, except to the extent provided in Sections 1402 and
     1403, with respect to which the Company has effected defeasance and/or
     covenant defeasance as provided in Article Fourteen; and

          (iv)  Securities which have been paid pursuant to Section 306 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

                                       7
<PAGE>

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by Section 703, (i) the principal amount of an Original
Issue Discount Security that may be counted in making such determination or
calculation and that shall be deemed to be Outstanding for such purpose shall be
equal to the amount of principal thereof that would be (or shall have been
declared to be) due and payable, at the time of such determination, upon a
declaration of acceleration of the maturity thereof pursuant to Section 502,
(ii) the principal amount of any Security denominated in a Foreign Currency that
may be counted in making such determination or calculation and that shall be
deemed Outstanding for such purpose shall be equal to the Dollar equivalent,
determined as of the date such Security is originally issued by the Company as
set forth in an Exchange Rate Officer's Certificate delivered to the Trustee, of
the principal amount (or, in the case of an Original Issue Discount Security,
the Dollar equivalent as of such date of original issuance of the amount
determined as provided in clause (i) above), of such Security, (iii) 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 301, and (iv) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making such calculation or
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded.  Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor.

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

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

          "Place of Payment," when used with respect to the Securities of or
within any series, means the place or places where the principal of (and
premium, if any) and interest on such Securities are payable as specified as
contemplated by Sections 301 and 1002.

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupons
appertains, as the case may be.

                                       8
<PAGE>

          "Principal Property" means any manufacturing plant or warehouse,
together with the land upon which it is erected and fixtures comprising a part
thereof, owned by the Company or any Wholly-Owned Domestic Manufacturing
Subsidiary and located in the United States, the gross book value (without
deduction of any reserve for depreciation) of which on the date as of which the
determination is being made is an amount which exceeds 1% of Consolidated Net
Tangible Assets, other than any such manufacturing plant or warehouse or any
portion thereof or any such fixture (together with the land upon which it is
erected and fixtures comprising a part thereof) (i) which is financed by
Industrial Development Bonds or (ii) which, in the opinion of the Board of
Directors, is not of material importance to the total business conducted by the
Company and its Subsidiaries, taken as a whole.

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

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

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

          "Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301.

          "Repayment Date" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

          "Repayment Price" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

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

          "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture; provided, however, that if at any time there is more than
one Person acting as Trustee under this instrument, "Securities" with respect to
the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this instrument and shall more particularly mean
Securities authenticated and delivered under this instrument, exclusive,
however, of Securities of any series as to which such Person is not Trustee.

                                       9
<PAGE>

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

          "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Trustee
pursuant to Section 307.

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

          "Subsidiary" means any corporation of which at the time of
determination the Company, directly and/or indirectly through one or more
Subsidiaries, owns more than 50% of the shares of Voting Stock.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this instrument was executed,
except as provided in Section 905.

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

          "United States" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

          "United States person" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.

          "Valuation Date" has the meaning specified in Section 312(c).

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

                                       10
<PAGE>

          "Voting Stock" means stock of the class or classes having general
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of a corporation (irrespective of
whether or not at the time stock of any other class or classes shall have or
might have voting power by reason of the happening of any contingency).

          "Wholly-Owned Domestic Manufacturing Subsidiary" means any Subsidiary
of which, at the time of determination, all of the outstanding capital stock
(other than directors' qualifying shares) is owned by the Company directly
and/or indirectly and which, at the time of determination, is primarily engaged
in manufacturing, except a Subsidiary (a) which neither transacts any
substantial portion of its business nor regularly maintains any substantial
portion of its fixed assets within the United States, or (b) which is engaged
primarily in the finance business including, without limitation thereto,
financing the operations of, or the purchase of products which are products of
or incorporate products of, the Company and/or its Subsidiaries, or (c) which is
primarily engaged in ownership and development of real estate, construction of
buildings, or related activities, or a combination of the foregoing.  In the
event that there shall at any time be a question as to whether a Subsidiary is
primarily engaged in manufacturing or is described in the foregoing clause (a),
(b) or (c), such matter shall be determined for all purposes of this Indenture
by a Board Resolution.

          SECTION 102.  Compliance Certificates and Opinions. Upon any
                        ------------------------------------
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

          (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.


                                       11
<PAGE>

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

          SECTION 103.  Form of Documents Delivered to Trustee. In any case
                        --------------------------------------
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

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

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

          SECTION 104.  Acts of Holders.  (a)  Any request, demand,
                        ---------------
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of the Outstanding Securities of
all series or one or more series, as the case may be, may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by agents duly appointed in writing. If Securities of
a series are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of such series may, alternatively, be embodied in
and evidenced by the record of Holders of Securities of such series voting in
favor thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Fifteen, or a combination of such
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 Holders 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, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to

                                       12
<PAGE>

Section 601) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1506.

          (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of 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 principal amount and serial numbers of Registered Securities
held by any Person, and the date of holding the same, shall be proved by the
Security Register.

          (d)  The 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 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 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 Trustee deems
sufficient.

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

          SECTION 105.  Notices, Etc. to Trustee and Company. Any request,
                        ------------------------------------
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other documents provided or permitted by this Indenture to be made upon, given
or furnished to, or filed with,

                                       13
<PAGE>

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

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

          SECTION 106.  Notice to Holders; Waiver. Where this Indenture provides
                        -------------------------
for notice of any event to Holders of Registered Securities by the Company or
the Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each such Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders of Registered Securities is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders
of Registered Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided.

          In case, by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause, it shall be impractical to mail
notice of any event to Holders of Registered Securities when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be sufficient giving of such notice.

          Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given to Holders of Bearer Securities if published in an
Authorized Newspaper in the City of New York and in such other city or cities as
may be specified in such Securities on a Business Day at least twice, the first
such publication to be not earlier than the earliest date, and not later than
the latest date, prescribed for the giving of such notice.

          In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder.  Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of such notice with
respect to other Holders of Bearer Securities or the sufficiency of any notice
to Holders of Registered Securities given as provided herein.

                                       14
<PAGE>

          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.

          Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice.  Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver

          SECTION 107.  Conflict with Trust Indenture Act. If any provision
                        ---------------------------------
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

          SECTION 108.  Effect of Headings and Table of Contents. The Article
                        ----------------------------------------
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

          SECTION 109.  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 110.  Separability Clause. In case any provision in this
                        -------------------
Indenture or in any Security or coupon 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 111.  Benefits of Indenture. Nothing in this Indenture or in
                        ---------------------
the Securities or coupons, express or implied, shall give to any Person, other
than the parties hereto, any Authenticating Agent, any Paying Agent, any
Securities Registrar and their successors hereunder and the Holders of
Securities or coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

          SECTION 112.  Governing Law. This Indenture and the Securities and
                        -------------
coupons shall be governed by and construed in accordance with the law of the
State of New York.

          SECTION 113.  Legal Holidays. In any case where any Interest Payment
                        --------------
Date, Redemption Date or Stated Maturity of any Security shall not be a Business
Day at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of any Security or coupon other than a provision in the Securities
of any series which specifically states that such provision shall apply in lieu
of this Section) payment of interest or principal (and premium, if any) need not
be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity; provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.

                                       15
<PAGE>

                                  ARTICLE TWO

                                SECURITY FORMS

          SECTION 201.  Forms Generally. The Registered Securities, if any, of
                        ---------------
each series and the Bearer Securities, if any, of each series and related
coupons shall be in substantially the forms as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with 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 the Securities or coupons. If the forms of Securities or coupons of any
series are established by action taken pursuant to a Board Resolution, a copy of
an appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities or coupons.

          Unless otherwise specified as contemplated by Section 301, Securities
in bearer form shall have interest coupons attached.

          The Trustee's certificate of authentication on all Securities shall be
in substantially the form set forth in this Article.

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

          SECTION 202.  Form of Trustee's Certificate of Authentication. This is
                        -----------------------------------------------
one of the Securities of the series designated therein referred to in the within
mentioned Indenture.

                                    THE BANK OF NEW YORK,
                                      as Trustee

                                    By __________________________
                                       Authorized Signatory

          SECTION 203.  Securities Issuable in Global Form.  If Securities of or
                        ----------------------------------
of or within a series are issuable in global form, as specified as contemplated
by Section 301, then, notwithstanding clause (8) of Section 301, any such
Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities of such series from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities of such series
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee in such manner and

                                       16
<PAGE>

upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or Section 304. Subject to the provisions of Section 303 and, if applicable,
Section 304, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 or Section 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 102 and need not be accompanied by an Opinion of
Counsel.

          The provisions of the last sentence of Section 303 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 102 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 Section 303.

          Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of and any
premium and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

          Notwithstanding the provisions of Section 309 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat a Person as the Holder of such principal
amount of Outstanding Securities represented by a permanent global Security as
shall be specified in a written statement, produced to the Trustee by such
Person, or (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 301.   Amount Unlimited; Issuable in Series. The aggregate
                         ------------------------------------
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

          The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions, and subject to Section 303, set forth in, or
determined in the manner provided in, an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (18) below), if
so provided, may be determined from time to time by the Company with respect to
unissued Securities of the series and set forth in such Securities of the series
when issued from time to time):

                                       17
<PAGE>

     (1)  the title of the Securities of the series (which shall distinguish the
Securities of the series from all other series of 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 Section
304, 305, 306, 906, 1107 or 1305);

     (3)  the date or dates on which the principal of the Securities of the
series is payable or the manner in which such dates are determined or extended;

     (4)  the rate or rates, or the method by which such rate or rates shall be
determined, at which the Securities of the series shall bear interest, if any,
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 for the interest payable
on any Registered Security on any Interest Payment Date, or the method by which
such dates shall be determined, and the basis upon which interest shall be
calculated if other than on the basis of a 360-day year of twelve 30-day months;

     (5)  the place or places where the principal of (and premium, if any) and
any interest on Securities of the series shall be payable, any Registered
Securities of the series may be surrendered for registration of transfer,
Securities of the series may be surrendered for exchange and notices or demands
to or upon the Company in respect of the Securities of the series and this
Indenture may be served;

     (6)  the period or periods within which, the price or prices at which, the
currency, currencies, currency units or composite currencies in which, and other
terms and conditions upon which Securities of the series may be redeemed, in
whole or in part, at the option of the Company, if the Company is to have that
option;

     (7)  the obligation, if any, of the Company to redeem, repay 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 currency, currencies, currency units or composite
currencies in which, and other terms and conditions upon which Securities of the
series shall be redeemed, repaid or purchased, in whole or in part, pursuant to
such obligation;

     (8)  if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which any Registered Securities of the series
shall be issuable and if other than the denomination of $5,000, the denomination
or denominations in which any Bearer Securities of the series shall be issuable;

                                       18
<PAGE>

     (9)   if other than the Trustee, the identity of the Security Registrar
and/or Paying Agent;

     (10)  if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502 or
the method by which such portion shall be determined;

     (11)  if other than Dollars, the coin or currency, currencies, currency
unit or composite currency in which payment of the principal of (and premium, if
any) or interest, if any, on the Securities of the series shall be payable or in
which the Securities of the series shall be denominated and the particular
provisions applicable thereto in accordance with, in addition to or in lieu of
any of the provisions of Section 312;

     (12)  the terms, if any, upon which Securities of the series may be
convertible into the common stock of the Company and the terms and conditions
upon which the conversion shall be effected, including the initial conversion
price or rate, the conversion period, and any other additional provisions;

     (13)  if the amount of payments of principal of (and premium, if any) or
interest on the Securities of the series may be determined with reference to an
index, formula or other method (which index, formula or method may be based,
without limitation, on one or more currencies, currency units, composite
currencies, commodities, equity indices or other indices), the manner in which
such amounts shall be determined;

     (14)  if the principal of (and premium, if any) and interest, if any, on
the Securities of the series are to be payable, at the election of the Company
or a Holder thereof, in a coin or currency, currencies, currency unit or
composite currency other than that in which such Securities are denominated or
stated to be payable, the period or periods within which (including the Election
Date), and the terms and conditions upon which, such election may be made, and
the time and manner of determining the exchange rate between the coin or
currency, currencies, currency unit or composite currency in which such
Securities are denominated or stated to be payable and the coin or currency,
currencies, currency unit or composite currency in which such Securities are to
be so payable, in each case in accordance with, in addition to or in lieu of any
of the provisions of Section 312;

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

     (16)  the applicability, if at all, of Sections 1402 and/or 1403 to the
Securities of the series and any provisions in modification of, in addition to
or in lieu of the provisions of Article Fourteen;

                                       19
<PAGE>

     (17)  provisions, if any, granting special rights to the Holders of
Securities of the series upon the occurrence of such events as may be specified;

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

     (19)  whether Securities of the series are to be issuable as Registered
Securities, Bearer Securities (with or without coupons) or both, any
restrictions applicable to the offer, sale or delivery of Bearer Securities,
whether any Securities of the series are to be issuable initially in temporary
global form and whether any Securities of the series are to be issuable in
permanent global form with or without coupons and, if so, whether beneficial
owners of interests in any such permanent global Security may exchange such
interests for Securities of such series and of like tenor of any authorized form
and denomination and the circumstances under which any such exchanges may occur,
if other than in the manner provided in Section 305, and whether Registered
Securities of the series may be exchanged for Bearer Securities of the series
(if permitted by applicable laws and regulations) and the circumstances under
which and the place or places where such exchanges, if permitted, may be made
and if Securities of the series are to be issuable in global form, the identity
of any initial depository therefor;

     (20)  the date as of which any Bearer Securities of the series and any
temporary global Security representing Outstanding Securities of the series
shall be dated if other than the date of original issuance of the first Security
of the series to be issued;

     (21)  the Person to whom any interest on any Registered Security of the
series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, the manner in which, or the Person
to whom, any interest on any Bearer Security of the series shall be payable, if
otherwise 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 304;

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

     (23)  if the Securities of the series are to be issued upon the exercise of
warrants, the time, manner and place for such Securities to be authenticated and
delivered;

                                       20
<PAGE>

          (24)  whether and under what circumstances the Company will pay
     Additional Amounts as contemplated by Section 1010 on the Securities of the
     series to any Holder who is not a United States person (including any
     modification to the definition of such term) in respect of any tax,
     assessment or governmental charge and, if so, whether the Company will have
     the option to redeem such Securities rather than pay such Additional
     Amounts (and the terms of any such option); and

          (25)  any other terms, conditions, rights and preferences (or
     limitations on such rights and preferences) relating to the series (which
     terms shall not be inconsistent with the provisions of this Indenture).

          All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 303) and
set forth in such Officers' Certificate or in any such indenture supplemental
hereto. Not all Securities of any one series need be issued at the same time,
and, unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series.

          If any of the terms of the series are established by action taken
pursuant to one or more Board Resolutions, such Board Resolutions shall be
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

          SECTION 302.  Denominations.  All Securities shall be issuable in such
                        -------------
denominations as shall be specified as contemplated by Section 301.  With
respect to Securities denominated in Dollars, in the absence of any such
provisions, the Registered Securities, other than Registered Securities issued
in global form (which may be of any denomination) shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer
Securities other than the Bearer Securities issued in global form (which may be
of any denomination) of such series shall be issuable in a denomination of
$5,000.

          SECTION 303.  Execution, Authentication, Delivery and Dating. The
                        ----------------------------------------------
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its Chairman, its President or one of its Vice Presidents, under
its corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities
or coupons may be the manual or facsimile signatures of the present or any
future such authorized officer and may be imprinted or otherwise reproduced on
the Securities.

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

                                       21
<PAGE>

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series together with
any coupon 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 301, 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 in the form set forth in Exhibit A
to this Indenture, 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 Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture.  If any
Security shall be represented by a permanent global Bearer Security, then, for
purposes of this Section and Section 304, the notation of a beneficial owner's
interest therein upon original issuance of such Security or upon exchange of a
portion of a temporary global Security shall be deemed to be delivery in
connection with its original issuance of such beneficial owner's interest in
such permanent global Security.  Except as permitted by Section 306, the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and cancelled.  If not all
the Securities of any series are to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining terms of particular Securities of
such series such as interest rate, maturity date, date of issuance and date from
which interest shall accrue.

          In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating:

          (a)   that the form or forms of such Securities and any coupons have
     been established in conformity with the provisions of this Indenture;

          (b)   that the terms of such Securities and any coupons have been
     established in conformity with the provisions of this Indenture;

          (c)   that such Securities, together with any coupons appertaining
     thereto, when completed by appropriate insertions and executed and
     delivered by the Company to the Trustee for authentication in accordance
     with this Indenture, authenticated and delivered by the Trustee in
     accordance with this Indenture and issued by the Company in the manner and
     subject to any conditions specified in such Opinion of Counsel, will
     constitute the legal, valid and binding obligations of the Company,
     enforceable in accordance with their terms, subject to applicable
     bankruptcy, insolvency, reorganization and other similar laws of general
     applicability relating to or affecting the enforcement of creditors'
     rights, to general equitable principles and to such other qualifications as
     such counsel shall conclude do not materially affect the rights of Holders
     of such Securities and any coupons;

                                       22
<PAGE>

          (d)   that all laws and requirements in respect of the execution and
     delivery by the Company of the Securities, any coupons and of the
     supplemental indentures, if any, have been complied with and that
     authentication and delivery of the Securities and any coupons and the
     execution and delivery of the supplemental indenture, if any, by the
     Trustee will not violate the terms of the Indenture;

          (e)   that the Company has the corporate power to issue such
     Securities and any coupons, and has duly taken all necessary corporate
     action with respect to such issuance; and

          (f)   that the issuance of such Securities and any coupons will not
     contravene the articles of incorporation or by-laws of the Company or
     result in any violation of any of the terms or provisions of any law or
     regulation or of any indenture, mortgage or other agreement known to such
     Counsel by which the Company is bound.

          Notwithstanding the provisions of Section 301 and of the preceding two
paragraphs, if not all the Securities of any series are to be issued at one
time, it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to the preceding two paragraphs prior to or at the
time of issuance of each Security, but such documents shall be delivered prior
to or at the time of issuance of the first Security of such series.

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

          Each Registered Security shall be dated the date of its
authentication; and each Bearer Security shall be dated as of the date specified
as contemplated by Section 301.

          No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein, executed by the Trustee by manual signature, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, 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 310 together with a written statement (which
need not comply with Section 102 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.

                                       23
<PAGE>

          SECTION 304.   Temporary Securities. Pending the preparation of
                         --------------------
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, in registered form or, if authorized, in
bearer form with one or more coupon or without coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities. In the case of Securities of any series, such
temporary Securities may be in global form.

          Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay.  After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series, upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series (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 the same series of
authorized denominations; provided, however, that no definitive Bearer Security
                          --------  -------
shall be delivered in exchange for a temporary 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 303.  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.

          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 or common depositary (the "Common
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
Common 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 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof;

                                       24
<PAGE>

provided, however, that, unless otherwise specified in such temporary global
--------  -------
Security, upon such presentation by the Common 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 in the
form set forth in Exhibit B to this Indenture (or in such other form as may be
established pursuant to Section 301); and provided, further, that definitive
                                          --------  -------
Bearer Securities shall be delivered in exchange for a portion of a temporary
global Security only in compliance with the requirements of Section 303.

          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 in the form set forth in Exhibit A to this Indenture (or in such
other form as may be established pursuant to Section 301), dated no earlier than
15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices 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 in the event that
such Person does not take 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 301, 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 the form set
forth in Exhibit B to this Indenture (or in such other form as may be
established pursuant to Section 301), for credit without further interest on or
after such Interest Payment Date to the respective accounts of the 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 in the form set forth in Exhibit A to this Indenture
(or in such other form as may be established pursuant to Section 301).  Any
interest so received by Euroclear and Clearstream  and not paid as herein
provided shall be returned to the Trustee immediately prior to the expiration of
two years after such Interest Payment Date in order to be repaid to the Company
in accordance with Section 404.

                                       25
<PAGE>

          SECTION 305.  Registration, Registration of Transfer and Exchange. The
                        ---------------------------------------------------
Company shall cause to be kept a register for each series of Securities (the
registers maintained in the Corporate Trust Office of the Trustee or in any
other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and of transfers of Registered
Securities. The Security Register shall be in written form or any other form
capable of being converted into written form within a reasonable time. At all
reasonable times, the Security Register shall be open to inspection by the
Trustee. The Trustee is hereby initially appointed "Security Registrar" for the
purpose of registering Registered Securities and transfers of Registered
Securities as herein provided.

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

          At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series, of any
authorized denominations and of a like 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 Holder making the exchange is entitled to receive.  Unless
otherwise specified with respect to any series of Securities as contemplated by
Section 301, Bearer Securities may not be issued in exchange for Registered
Securities.

          If (but only if) expressly permitted in or pursuant to the applicable
Board Resolution and (subject to Section 303) set forth in the applicable
Officers' Certificate, or in any indenture supplemental hereto, delivered as
contemplated by Section 301, at the option of the Holder, Bearer Securities of
any series may be exchanged for Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor,
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 thereto
appertaining.  If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in default, any such
permitted exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company 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 is 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 1002 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

                                       26
<PAGE>

tenor after the close of business at such office or agency 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, 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 Holder making the exchange is entitled to receive.

          Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, 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 Securities
of such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 301 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 global Security shall
be surrendered by the Common 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 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 301, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; 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 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

                                       27
<PAGE>

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.

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

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

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

          The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the selection for redemption of Securities
of that series under Section 1103 or 1203 and ending at the close of business on
(A) if Securities of the series are issuable only as Registered Securities, the
day of the mailing of the relevant notice of redemption and (B) if Securities of
the series are issuable as Bearer Securities, the day of the first publication
of the relevant notice of redemption or, if Securities of the series are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption, or (ii) to register the transfer of or
exchange of any Registered Security so selected for redemption in whole or in
part, except the unredeemed portion of any 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 that series
and like tenor; provided that such Registered Security shall be simultaneously
                --------
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

          SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities. If any
                        ------------------------------------------------
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to the surrendered Security, or, in case any such mutilated
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 the surrendered Security,
pay such Security or coupon.

                                       28
<PAGE>

          If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or coupon and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security 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 lieu of any such
destroyed, lost or stolen Security or in exchange for the Security for which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously outstanding,
with coupons corresponding to the coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen coupon appertains, or, in case any such 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 destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
coupon appertains, pay such Security or coupon.

          Upon the issuance of any new Security 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 or in
exchange for a Security to which a 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 its 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 307.  Payment of Interest; Interest Rights Preserved; Optional
                        --------------------------------------------------------
Interest Reset. (a) Unless otherwise provided as contemplated by Section 301
--------------
with respect to any series of Securities, interest 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 that 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 1002; provided, however, that
                                                      --------  -------
each installment of interest 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 309, to the
address of such Person as it appears on the Security Register or (ii) transfer
to an account maintained by the payee located inside the United States.

                                       29
<PAGE>

          Unless otherwise provided as contemplated by Section 301 with respect
to the Securities of any series, payment of interest may be made, in the case of
a Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States.

          Unless otherwise provided as contemplated by Section 301, every
permanent global Security 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 Common Depositary, for the purpose of permitting each of Euroclear and
Clearstream  to credit the interest received by it in respect of such permanent
global Security to the accounts of the beneficial owners thereof.

          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 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 (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 or currency unit in which the
     Securities of such series are payable (except as otherwise specified
     pursuant to Section 301 for the Securities of such series and except, if
     applicable, as provided in Sections 312(b), 312(d) and 312(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 for the payment of such Defaulted Interest which shall
     be not more than 15 days and not less than 10 days prior to the date of the
     proposed payment and not less than 10 days after the receipt by the Trustee
     of the notice of the proposed payment. The Trustee shall promptly notify
     the Company of such Special Record Date and, in the name and at the expense
     of the Company, shall cause notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor to be mailed,
     first-class postage prepaid, to each Holder of Registered Securities of
     such series at his address as it appears in the Security Register, not less
     than 10 days prior to such Special Record Date. Notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor
     having been so mailed, such Defaulted Interest shall be paid to the Persons
     in whose name 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).

                                       30
<PAGE>

          (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 manner of payment shall be
     deemed practicable by the Trustee.

          (b)  The provisions of this Section 307(b) may be made applicable to
any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The interest rate 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 a Note by
notifying the Trustee of such exercise at least 50 but not more than 60 days
prior to an Optional Reset Date for such Note. Not later than 40 days prior to
each Optional Reset Date, the Trustee shall transmit, in the manner provided for
in Section 106, to the Holder of any such Security a notice (the "Reset Notice")
indicating whether the Company has elected to reset the interest rate, and if so
(i) such new interest rate and (ii) the provisions, if any, for redemption
during the period from such Optional Reset Date to the next Optional Reset Date
or if there is no such next Optional Reset Date, to the Stated Maturity Date 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
provided for in the Reset Notice and establish a higher interest rate for the
Subsequent Interest Period by causing the Trustee to transmit, in the manner
provided for in Section 106, notice of such higher interest rate to the Holder
of such Security.  Such notice shall be irrevocable.  All Securities with
respect to which the interest rate is reset on an Optional Reset Date will bear
such higher interest rate.

          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
Thirteen 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 or repayment until the
close of business on the tenth day before such Optional Reset Date.

          Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

                                       31
<PAGE>

          SECTION 308.  Optional Extension of Maturity. The provisions of this
                        ------------------------------
Section 308 may be made applicable to any series of Securities pursuant to
Section 301 (with such modifications, additions or substitutions as may be
specified pursuant to such Section 301). The Stated Maturity Date 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 50 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 106, to the Holder of such Security not later than 40 days prior to the
Original Stated Maturity a notice (the "Extension Notice") indicating (i) the
election of the Company to extend the Maturity, (ii) the new Stated Maturity
Date, (iii) the interest rate 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 Date 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 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 106, notice of such higher
interest rate to the Holder of such Security.  Such notice shall be irrevocable.
All Securities with respect to which the Stated Maturity Date is extended will
bear such higher interest rate.

          If the Company extends the 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 Maturity thereof, the Holder
must follow the procedures set forth in Article Thirteen 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 Date and except that, if the Holder has 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 Date.

          SECTION 309.  Persons Deemed Owners. Prior to due presentment of a
                        ---------------------
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
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 305 and 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

                                       32
<PAGE>

          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 coupons 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 Security in global form 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 310.  Cancellation. All Securities and coupons surrendered for
                        ------------
payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange 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. All Securities and coupons so delivered to the Trustee shall be
promptly canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered, shall be promptly
canceled by the Trustee. If the Company shall so acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. Unless by
Company Order the Company directs the return of any canceled Securities to it,
all canceled Securities shall be disposed of by the Trustee in accordance with
its customary procedures.

          SECTION 311.  Computation of Interest. Except as otherwise specified
                        -----------------------
as contemplated by Section 301 with respect to any Securities, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

                                       33
<PAGE>

          SECTION 312.  Currency and Manner of Payments in Respect of
                        ---------------------------------------------
Securities. (a) Unless otherwise specified with respect to any Securities
----------
pursuant to Section 301, 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, currencies or currency unit in which such Registered Security or
Bearer Security, as the case may be, is payable. The provisions of this Section
312 may be modified or superseded with respect to any Securities pursuant to
Section 301.

          (b)  It may be provided pursuant to Section 301 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 (and
premium, if any) or interest, if any, on such Registered Securities in any of
the currencies or currency units 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 301, not later than the close of business on the Election
Date immediately preceding the applicable payment date. If a Holder so elects to
receive such payments in any such currency or currency unit, 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 Articles Four or Fourteen or with respect to which a notice of redemption has
been given by the Company). 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, currencies or currency unit as provided in Section 312(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)  Unless otherwise specified pursuant to Section 301, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, 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, in the currency, currencies or currency
unit 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, currencies or currency unit so payable in respect of
the Registered Securities as to which the Holders of Registered Securities
denominated in any currency, currencies or currency unit shall have elected to
be paid in another currency or currency unit as provided in paragraph (b) above.
If the election referred to in paragraph (b) above has been provided for
pursuant to Section 301 and if at least one Holder has

                                       34
<PAGE>

made such election, then, unless otherwise specified pursuant to Section 301, 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 Officers'
Certificate in respect of the Dollar, Foreign Currency or currencies, or
currency unit payments to be made on such payment date. Unless otherwise
specified pursuant to Section 301, the Dollar, Foreign Currency or currencies,
or currency unit amount receivable by Holders of Registered Securities who have
elected payment in a currency or currency unit as provided in paragraph (b)
above shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the third Business Day (the "Valuation Date")
immediately preceding each payment date.

          (d)  If a Conversion Event occurs with respect to a Foreign Currency
or any other currency unit 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 or such other currency unit occurring after
the last date on which such Foreign Currency or such other currency unit 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
301, the Dollar amount to be paid by the Company to the Trustee of 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 of the
Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of
the Currency Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.

          (e)  Unless otherwise specified pursuant to Section 301, if the Holder
of a Registered Security denominated in any currency, currencies or currency
unit shall have elected to be paid in another currency, currencies or currency
unit as provided in paragraph (b) above, and a Conversion Event occurs with
respect to such elected currency or currency unit, such Holder shall receive
payment in the currency or currency unit in which payment would have been made
in the absence of such election; and if a Conversion Event occurs with respect
to the currency, currencies or currency unit 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 312.

          (f)  The "Dollar Equivalent of the 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.

                                       35
<PAGE>

          (g)  The "Dollar Equivalent of the 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 of
each Component Currency 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 312 the following terms shall have
the following meanings:

          A "Component Currency" shall mean any currency which, on the
Conversion Date, was a component currency of the relevant currency unit.

          A "Specified Amount" of a Component Currency shall mean the number of
units of such Component Currency or fractions thereof which were represented in
the relevant currency unit on the Conversion Date.  If after the Conversion Date
the official unit of any Component Currency is altered by way of combination or
subdivision, the Specified Amount of such Component Currency shall be divided or
multiplied in the same proportion.  If after the Conversion Date two or more
Component Currencies are consolidated into a single currency, the respective
Specified Amounts of such Component Currencies shall be replaced by an amount in
such single currency equal to the sum of the respective Specified Amounts of
such consolidated Component Currencies expressed in such single currency, and
such amount shall thereafter be a Specified Amount and such single currency
shall thereafter be a Component Currency.  If after the Conversion Date any
Component Currency shall be divided into two or more currencies, the Specified
Amount of such Component Currency shall be replaced by amounts of such two or
more currencies, having an aggregate Dollar Equivalent value at the Market
Exchange Rate on the date of such replacement shall be 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, 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 date for any series of Registered
Securities as specified pursuant to Section 301(13) by which the written
election referred to in Section 312(b) may be made.

                                       36
<PAGE>

          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, currencies or
currency units.  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 106 to the
affected Holders) specifying the Conversion Date.  In the event the Company so
determines that a Conversion Event has occurred with respect to any currency
unit in which Securities are denominated or payable, 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 106 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.

          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 313.  Appointment and Resignation of Successor Exchange Rate
                        ------------------------------------------------------
Agent. (a) Unless otherwise specified pursuant to Section 301, if and so long as
-----
the Securities of any series (i) are denominated in a currency other than
Dollars or (ii) may be payable in a currency other than Dollars, 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 301 for the purpose of determining the
applicable rate of exchange and, if applicable, for the purpose of converting
the issued currency or currency unit into the applicable payment currency or
currency unit for the payment of principal (and premium, if any) and interest,
if any, pursuant to Section 312.

                                       37
<PAGE>

          (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 to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to
Section 301, 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, currencies or currency units).

                                 ARTICLE FOUR

                          SATISFACTION AND DISCHARGE

          SECTION 401.  Satisfaction and Discharge of Indenture. This Indenture
                        ---------------------------------------
shall upon Company Request cease to be of further effect with respect to any
series of Securities (except as to any surviving rights of registration of
transfer or exchange of Securities of such series herein expressly provided for
and the obligation of the Company to pay any Additional Amounts as contemplated
by Section 1010) and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture as
to such series when:

          (1)  either

               (A) all Securities of such series theretofore authenticated and
          delivered and all coupons, if any, appertaining thereto (other than
          (i) coupons appertaining to Bearer Securities surrendered for exchange
          for Registered Securities and maturing after such exchange, whose
          surrender is not required or has been waived as provided in Section
          305, (ii) Securities and coupons of such series which have been
          destroyed, lost or stolen and which have been replaced or paid as
          provided in Section 306, (iii) coupons appertaining to Securities
          called for redemption and maturing after the relevant Redemption Date,
          whose surrender has been waived as provided in Section 1106, and (iv)
          Securities and coupons of such series for whose payment money has
          theretofore been deposited with the Trustee or any Paying Agent and
          thereafter repaid to the Company, as provided in Section 1003) have
          been delivered to the Trustee for cancellation; or

                                       38
<PAGE>

               (B) all Securities of such series and, in the case of (i) or (ii)
          below, any coupons appertaining thereto not theretofore delivered to
          the Trustee for cancellation

               (i)    have become due and payable, or

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

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

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

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

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

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Company to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

          SECTION 402.  Application of Trust Money. Subject to the provisions of
                        --------------------------
the last paragraph of Section 1003, all money deposited with the Trustee
pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.

                                       39
<PAGE>

                                 ARTICLE FIVE

                                   REMEDIES

          SECTION 501.  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):

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

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

          (3)  default in the performance, or breach, of any covenant or
     warranty of the Company in this Indenture (other than a covenant or
     warranty a default in whose performance or whose breach is elsewhere in
     this Section specifically dealt with or which has expressly been included
     in this Indenture solely for the benefit of one or more series of
     Securities other than that series), and continuance of such default or
     breach for a period of 60 days after there has been given, by registered or
     certified mail, to the Company by the Trustee or to the Company and the
     Trustee by the Holders of at least 25% in principal amount of all
     Outstanding Securities a written notice specifying such default or breach
     and requiring it to be remedied and stating that such notice is a "Notice
     of Default" hereunder; or

          (4)  the entry of a decree or order by a court having jurisdiction in
     the premises adjudging the Company a bankrupt or insolvent, or approving as
     properly filed a petition seeking reorganization, arrangement, adjustment
     or composition of or in respect of the Company under the Federal Bankruptcy
     Code or any other applicable Federal or State law, or appointing a
     receiver, liquidator, assignee, trustee, sequestrator (or other similar
     official) of the Company or of any substantial part of its property, or
     ordering the winding up or liquidation of its affairs, and the continuance
     of any such decree or order unstayed and in effect for a period of 90
     consecutive days; or

          (5)  the institution by the Company of proceedings to be adjudicated a
     bankrupt or insolvent, or the consent by it to the institution of
     bankruptcy or insolvency proceedings against it, or the filing by it of a
     petition or answer or consent seeking reorganization or relief under the
     Federal Bankruptcy Code or any other applicable Federal or State law, or
     the consent by it to the filing of any such petition or to the appointment
     of a receiver, liquidator, assignee, trustee, 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


                                       40
<PAGE>

          (6)  any other Event of Default provided with respect to Securities of
that series.

          SECTION 502.  Acceleration of Maturity; Rescission and Annulment. If
                        --------------------------------------------------
an Event of Default described in clause (1), (2) or (6) of Section 501 with
respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of that series may declare
the principal amount (or, if the Securities of that series are Original Issue
Discount Securities or Indexed Securities, such portion of the principal amount
as may be specified in the terms of that series) of all of the Securities of
that series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified portion thereof) shall become immediately
due and payable. If an Event of Default described in clause (3), (4) or (5) of
Section 501 occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of all the Securities then
Outstanding may declare the principal amount (or, if any such Securities are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal amount as may be specified in the terms of that series) of all of the
Outstanding Securities to be due and payable immediately, by a notice in writing
to the Company (and to the Trustee if given by the Holders) and upon any such
declaration such principal amount (or specified portion thereof) shall become
immediately due and payable.

          At any time after such a declaration of acceleration with respect to
Securities of any series (or of all series, as the case may be) has been made
and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a
majority in principal amount of the Outstanding Securities of that series (or of
all series, as the case may be), 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, currency unit or composite currency in
     which the Securities of such series are payable (except as otherwise
     specified pursuant to Section 301 for the Securities of such series and
     except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)),

               (A)  all overdue interest on all Outstanding Securities of that
          series (or of all series, as the case may be) and any related coupons,

               (B)  the principal of (and premium, if any, on) any Outstanding
          Securities of that series (or of all series, as the case may be) which
          has become due otherwise than by such declaration of acceleration and
          interest thereon at the rate or rates prescribed therefor in such
          Securities,

                                       41
<PAGE>

               (C)  to the extent that payment of such interest is legally
          enforceable, interest upon overdue interest at the rate or rates
          prescribed therefor in such Securities, 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 that series
     (or of all series, as the case may be), other than the non-payment of the
     principal of Securities of that series (or of all series, as the case may
     be) which have become due solely by such declaration of acceleration, have
     been cured or waived as provided in Section 513.

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

          SECTION 503.  Collection of Indebtedness and Suits for Enforcement by
                        -------------------------------------------------------
Trustee. The Company covenants that if
-------

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

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

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

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

                                       42
<PAGE>

          If an Event of Default with respect to Securities of any series (or of
all series, as the case may be) occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series (or of all series, as the case may be) 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 504.  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 or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal, premium, if any, or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

          (i)  to file and prove a claim for the whole amount of principal (and
     premium, if any), or such portion of the principal amount of any series of
     Original Issue Discount Securities or Indexed Securities as may be
     specified in the terms of such series, and interest owing and unpaid in
     respect of the Securities 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 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 custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

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

                                       43
<PAGE>

          SECTION 505.  Trustee May Enforce Claims Without Possession of
                        ------------------------------------------------
Securities. All rights of action and claims under this Indenture or the
----------
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons 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 506.  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, upon
presentation of the Securities or coupons, or both, as the case may be, 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
     607;

          SECOND: To the payment of the amounts then due and unpaid for
     principal of (and premium, if any) and interest on the Securities and
     coupons 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, respectively; and

          THIRD: The balance, if any, to the Person or Persons entitled thereto.

          SECTION 507.  Limitation on Suits. No Holder of any Security of any
                        -------------------
series or any related coupons 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 the Securities of that
     series;

          (2)  the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that series in the case of any Event of Default
     described in clause (1), (2) or (6) of Section 501, or, in the case of any
     Event of Default described in clause (3), (4) or (5) of Section 501, the
     Holders of not less than 25% in principal amount of all Outstanding
     Securities, 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;

                                       44
<PAGE>

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

          (4)  the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such 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 not less
     than a majority in principal amount of the Outstanding Securities of that
     series in the case of any Event of Default described in clause (1), (2) or
     (6) of Section 501, or, in the case of any Event of Default described in
     clause (3), (4) or (5) of Section 501, by the Holders of not less than a
     majority in principal amount of all Outstanding Securities;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Securities of the same series, in the case of any Event of Default
described in clause (1), (2) or (6) of Section 501, or of Holders of all
Securities in the case of any Event of Default described in clause (3), (4) or
(5) of Section 501, 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 Holders of Securities of the same series, in the case of any Event of
Default described in clause (1), (2) or (6) of Section 501, or of Holders of all
Securities in the case of any Event of Default described in clause (3), (4) or
(5) of Section 501.

          SECTION 508.  Unconditional Right of Holders to Receive Principal,
                        ----------------------------------------------------
Premium and Interest. Notwithstanding any other provision in this Indenture, the
--------------------
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment, as provided herein (including, if applicable,
Article Fourteen) and in such Security, of the principal of (and premium, if
any) and (subject to Section 1307) interest on such Security on the Stated
Maturity or Maturities expressed in such Security or coupon (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

          SECTION 509.  Restoration of Rights and Remedies. If the Trustee or
                        ----------------------------------
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders of Securities and coupons shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

                                       45
<PAGE>

          SECTION 510.  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 306, 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 511.  Delay or Omission Not Waiver. No delay or omission of
                        ----------------------------
the Trustee or of any Holder of any Securities or coupons 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 512.  Control By Holders. With respect to the Securities of
                        ------------------
any series, the Holders of not less than a majority in principal amount of the
Outstanding Securities of such series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, relating to
or arising under clause (1), (2) or (6) of Section 501, and, with respect to all
Securities, the Holders of not less than a majority in principal amount of all
Outstanding Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, not relating to or
arising under clause (1), (2) or (6) of Section 501, provided that in each case

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

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

          SECTION 513.  Waiver of Past Defaults. Subject to Section 502, 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 waive any past default described in clause (1), (2) or (6) of
Section 501 (or, in the case of a default described in clause (3), (4) or (5) of
Section 501, the Holders of not less than a majority in principal amount of all
Outstanding Securities may waive any such past default), and its consequences,
except a default

          (1)  in respect of the payment of the principal of (or premium, if
     any) or interest on any Security or any related coupon, or

                                       46
<PAGE>

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

          Upon any such waiver, any 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 Event of Default or impair any right consequent thereon.

          SECTION 514.  Undertaking for Costs. All parties to this Indenture
                        ---------------------
agree, and each Holder of any Security or coupon by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit relating to or arising under clause (6)
of Section 501 and instituted by any Holder of Securities of the affected
series, or group of such Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities of such series (or, in the case
of any suit relating to or arising under clause (3), (4) or (5) of Section 501,
10% in principal amount of all Outstanding Securities), or to any suit
instituted by any Holder of any Security or coupon for the enforcement of the
payment of the principal of (or premium, if any) or interest on any Security or
the payment of any coupon on or after the Stated Maturity or Maturities
expressed in such Security or coupon (or, in the case of redemption, on or after
the Redemption Date).

          SECTION 515.  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.

                                       47
<PAGE>

                                  ARTICLE SIX

                                  THE TRUSTEE

          SECTION 601.  Certain Duties and Responsibilities. (a) Except during
                        -----------------------------------
the continuance of an Event of Default with respect to the Securities of a
series,

          (1)  the Trustee undertakes to perform such duties and only such
     duties with respect to such series as are specifically set forth in this
     Indenture, and no implied covenants or obligations with respect to such
     series 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, with respect to such series, as to the truth of the
     statements and the correctness of the opinions expressed therein, upon
     certificates or opinions furnished to the Trustee and conforming to the
     requirements of this Indenture; but in the case of any such certificates or
     opinions which by any provision hereof are specifically required to be
     furnished to the Trustee, the Trustee shall be under a duty to examine the
     same to determine whether or not they conform to the requirements of this
     Indenture.

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

          (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 a direction
     of Holders, given as provided in Section 512, 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; and

                                       48
<PAGE>

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

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

          SECTION 602.  Notice of Defaults. Within 90 days after the occurrence
                        ------------------
of any default hereunder with respect to the Securities of any series, the
Trustee shall transmit in the manner and to the extent provided in Section 106,
notice of such default hereunder known to 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 on
any Security of such series or in the payment of any sinking fund installment
with respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Securities of such series and any related coupons;
and provided, further, that in the case of any default of the character
specified in Section 501(3) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

          SECTION 603.  Certain Rights of Trustee.  Subject to the provisions of
                        -------------------------
Section 601:

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

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

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

                                       49
<PAGE>

          (d)  the Trustee may consult with counsel of its 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 or any related coupons
     pursuant to this Indenture, unless such Holders shall have offered to the
     Trustee reasonable security or indemnity against the costs, expenses and
     liabilities which might be incurred by it in compliance with such request
     or direction;

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

          (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.

          SECTION 604.  Trustee Not Responsible for Recitals or Issuance of
                        ---------------------------------------------------
Securities. The recitals contained herein and in the Securities, except the
----------
Trustee's certificates of authentication, and in any coupons shall be taken as
the statements of the Company, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, 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 605.  May Hold Securities.  The Trustee, any Authenticating
                        -------------------
Agent, any Paying Agent, any Security Registrar or any other agent of the
Company or of the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Securities and coupons and, subject to Sections 608 and
613, 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.

                                       50
<PAGE>

          SECTION 606.  Money Held in Trust.  Money held by the Trustee in trust
                        -------------------
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

          SECTION 607.  Compensation and Reimbursement.  The Company agrees:
                        ------------------------------

          (1)  to pay to the Trustee from time to time such compensation as
     shall be agreed in writing between the Company and the Trustee 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 for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith; and

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

          SECTION 608.  Disqualification; Conflicting Interests.  If the trustee
                        ---------------------------------------
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.

          SECTION 609.  Corporate Trustee Required; Eligibility.  There shall at
                        ---------------------------------------
all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $20,000,000
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 said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.

                                       51
<PAGE>

          SECTION 610.  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 611.

          (b)  The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 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 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 a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

          (d)  If the instrument of acceptance by a successor Trustee required
by Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of removal, the Trustee being removed may petition, at
the expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

          (e)  If at any time:

          (1)  the Trustee shall fail to comply with Section 608(a) after
     written request therefor by the Company or by any Holder who has been a
     bona fide Holder of a Security for at least six months, or

          (2)  the Trustee shall cease to be eligible under Section 609 and
     shall fail to resign after written request therefor by the Company or by
     any Holder who has been a bona fide Holder of a Security for at least six
     months, or

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

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

                                       52
<PAGE>

          (f)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, 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 Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

          (g)  The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided for in Section 106. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the
address of its Corporate Trust Office.

          SECTION 611.  Acceptance of Appointment by Successor.  (a)  In case of
                        --------------------------------------
the appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

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

                                       53
<PAGE>

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 Trustee 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
to resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.
Whenever there is a successor Trustee with respect to one or more (but less than
all) series of securities issued pursuant to this instrument, the terms
"Indenture" and "Securities" shall have the meanings specified in the provisos
to the respective definitions of those terms in Section 101 which contemplate
such situation.

          (b)  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 rights, powers and trusts referred to
in paragraph (a) or (b) of this Section, as the case may be.

          (c)  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.

          SECTION 612.  Merger, Conversion, Consolidation or Succession to
                        --------------------------------------------------
Business.  Any corporation into which the Trustee may be merged or converted or
--------
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities; and in
case at that time any of the Securities shall not have been authenticated, any
successor Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee; and in all such
cases such certificates shall have the full force which it is anywhere in the
Securities or in this Indenture provided that the certificate of the Trustee
shall have; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

                                       54
<PAGE>

          SECTION 613.  Preferential Collection of Claims Against Company.  (a)
                        -------------------------------------------------
Subject to Subsection (b) of this Section, if the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of the Company
within four months prior to a default, as defined in Subsection (c) of this
Section, or subsequent to such a default, then, unless and until such default
shall be cured, the Trustee shall set apart and hold in a special account for
the benefit of the Trustee individually, the Holders of the Securities and
coupons and the holders of other indenture securities, as defined in Subsection
(c) of this Section:

          (1)  an amount equal to any and all reductions in the amount due and
     owing upon any claim as such creditor in respect of principal or interest,
     effected after the beginning of such four months' period and valid as
     against the Company and its other creditors, except any such reduction
     resulting from the receipt or disposition of any property described in
     paragraph (2) of this Subsection, or from the exercise of any right of set-
     off which the Trustee could have exercised if a petition in bankruptcy had
     been filed by or against the Company upon the date of such default; and

          (2)  all property received by the Trustee in respect of any claims as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such four months'
     period, or an amount equal to the proceeds of any such property, if
     disposed of, subject, however, to the rights, if any, of the Company and
     its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

          (A)  to retain for its own account (i) payments made on account of any
     such claim by any Person (other than the Company) who is liable thereon,
     and (ii) the proceeds of the bona fide sale of any such claim by the
     Trustee to a third Person, and (iii) distributions made in cash, securities
     or other property in respect of claims filed against the Company in
     bankruptcy or receivership or in proceedings for reorganization pursuant to
     the Federal Bankruptcy Act or applicable State law;

          (B)  to realize, for its own account, upon any property held by it as
     security for any such claim, if such property was so held prior to the
     beginning of such four months' period;

          (C)  to realize, for its own account, but only to the extent of the
     claim hereinafter mentioned, upon any property held by it as security for
     any such claim, if such claim was created after the beginning of such four
     months' period and such property was received as security therefor
     simultaneously with the creation thereof, and if the Trustee shall sustain
     the burden of proving that at the time such property was so received the
     Trustee had no reasonable cause to believe that a default, as defined in
     Subsection (c) of this Section, would occur within four months; or

                                       55
<PAGE>

          (D)  to receive payment on any claim referred to in paragraph (B) or
     (C), against the release of any property held as security for such claim as
     provided in paragraph (B) or (C), as the case may be, to the extent of the
     fair value of such property.

          For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such four months' period for property held as security at
the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

          If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned among
the Trustee, the Holders and the holders of other indenture securities in such
manner that the Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee anything on account
of the receipt by it from the Company of the funds and property in such special
account and before crediting to the respective claims of the Trustee and the
Holders and the holders of other indenture securities dividends on claims filed
against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal Bankruptcy Act or applicable State law,
but after crediting thereon receipts on account of the indebtedness represented
by their respective claims from all sources other than from such dividends and
from the funds and property so held in such special account.  As used in this
paragraph, with respect to any claim, the term "dividends" shall include any
distribution with respect to such claim, in bankruptcy or receivership or
proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law, whether such distribution is made in cash, securities or
other property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim.  The court in which such bankruptcy,
receivership or proceedings for reorganization is pending shall have
jurisdiction (i) to apportion among the Trustee, the Holders and the holders of
other indenture securities, in accordance with the provisions of this paragraph,
the funds and property held in such special account and proceeds thereof, or
(ii) in lieu of such apportionment, in whole or in part, to give to the
provisions of this paragraph due consideration in determining the fairness of
the distributions to be made to the Trustee and the Holders and the holders of
other indenture securities with respect to their respective claims, in which
event it shall not be necessary to liquidate or to appraise the value of any
securities or other property held in such special account or as security for any
such claim, or to make a specific allocation of such distributions as between
the secured and unsecured portions of such claims, or otherwise to apply the
provisions of this paragraph as a mathematical formula.

          Any Trustee which has resigned or been removed after the beginning of
such four months' period shall be subject to the provisions of this Subsection
as though such resignation or removal had not occurred.  If any Trustee has
resigned or been removed prior to the beginning of such four months' period, it
shall be subject to the provisions of this Subsection if and only if the
following conditions exist:

                                       56
<PAGE>

          (i)  the receipt of property or reduction of claim, which would have
     given rise to the obligation to account, if such Trustee had continued as
     Trustee, occurred after the beginning of such four months' period; and

          (ii) such receipt of property or reduction of claim occurred within
     four months after such resignation or removal.

          (b)  There shall be excluded from the operation of Subsection (a) of
this Section a creditor relationship arising from:

          (1)  the ownership or acquisition of securities issued under any
     indenture, or any security or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

          (2)  advances authorized by a receivership or bankruptcy court of
     competent jurisdiction or by this Indenture, for the purpose of preserving
     any property which shall at any time be subject to the lien of this
     Indenture or of discharging tax liens or other prior liens or encumbrances
     thereon, if notice of such advances and of the circumstances surrounding
     the making thereof is given to the Holders at the time and in the manner
     provided in this Indenture;

          (3)  disbursements made in the ordinary course of business in the
     capacity of trustee under an indenture, transfer agent, registrar,
     custodian, paying agent, fiscal agent or depositary, or other similar
     capacity;

          (4)  an indebtedness created as a result of services rendered or
     premises rented; or an indebtedness created as a result of goods or
     securities sold in a cash transaction, as defined in Subsection (c) of this
     Section;

          (5)  the ownership of stock or of other securities of a corporation
     organized under the provisions of Section 25(a) of the Federal Reserve Act,
     as amended, which is directly or indirectly a creditor of the Company; and

          (6)  the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper, as defined in Subsection (c) of
     this Section.

          (c)  For the purposes of this Section only:

          (1)  the term "default" means any failure to make payment in full of
     the principal of or interest on any of the Securities or upon the other
     indenture securities when and as such principal or interest becomes due and
     payable;

          (2)  the term "other indenture securities" means securities upon which
     the Company is an obligor outstanding under any other indenture (i) under
     which the Trustee is also trustee, (ii) which contains provisions
     substantially similar to the provisions of this Section, and (iii) under
     which a default exists at the time of the apportionment of the funds and
     property held in such special account;

                                       57
<PAGE>

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

          (4)  the term "self-liquidating paper" means any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Company for the purpose of financing the purchase,
     processing, manufacturing, shipment, storage or sale of goods, wares or
     merchandise and which is secured by documents evidencing title to,
     possession of, or a lien upon, the goods, wares or merchandise or the
     receivables or proceeds arising from the sale of the goods, wares or
     merchandise previously constituting the security, provided the security is
     received by the Trustee simultaneously with the creation of the creditor
     relationship with the Company arising from the making, drawing, negotiating
     or incurring of the draft, bill of exchange, acceptance or obligation;

          (5)  the term "Company" means any obligor upon the Securities; and

          (6)  the term "Federal Bankruptcy Act" means the Bankruptcy Act of
     Title 11 of the United States Code.

          SECTION 614.  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 and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $20,000,000 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.

                                       58
<PAGE>

          Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or 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 106. 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 Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

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

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

                                        THE BANK OF NEW YORK,
                                        as Trustee

                                        By _________________________________
                                           as Authenticating Agent

                                        By _________________________________
                                           Authorized Officer

                                       59
<PAGE>

                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          SECTION 701.  Company to Furnish Trustee Names and Addresses of
                        -------------------------------------------------
Holders.  The Company will furnish or cause to be furnished to the Trustee
-------

          (a)  semiannually, not more than 15 days after each Regular Record
     Date relating to that series (or, if there is no Regular Record Date
     relating to that series, on June 30 and December 31), a list, in such form
     as such Trustee may reasonably require, containing all the information in
     the possession or control of the Company or any of its Paying Agents other
     than such Trustee as to the names and addresses of the Holders as of such
     dates,

          (b)  on semi-annual dates on each year to be determined pursuant to
     Section 301 if the Securities of any series do not bear interest, a list of
     similar form and content, and

          (c)  at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

          SECTION 702.  Preservation of Information; Communications to Holders.
                        ------------------------------------------------------
(a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
Securities (1) contained in the most recent list furnished to it as provided in
Section 701, (2) received by it in the capacity of Paying Agent or Security
Registrar (if so acting) hereunder and (3) filed with it within the two
preceding years pursuant to Section 703(c)(2).

          The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished and may destroy not earlier
than two years after filing, any information filed with it pursuant to Section
703(c)(2).

          (b)  If three or more Holders of Securities of any series (herein
referred to as "applicants") apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Security for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
of Securities of the same series or of all series with respect to their rights
under this Indenture or under the Securities of such series or of all series, as
the case may be, 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 five business days after the receipt of such application, at its
election, either

          (i)  afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 702(a), or

                                       60
<PAGE>

          (ii) inform such applicants as to the approximate number of Holders of
     Securities of such series or of all series, as the case may be, whose names
     and addresses appear in the information preserved at the time by the
     Trustee in accordance with Section 702(a), and as to the approximate cost
     of mailing to such Holders 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 or of all series,
as the case may be, whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702(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 five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
of Securities of such series or of all series, as the case may be, 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 Holders 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 in accordance with Section 702(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
702(b).

          SECTION 703.  Reports by Trustee.  (a)  The Trustee shall transmit to
                        ------------------
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. If required by Section 313(a) of the Trust
Indenture Act, the Trustee shall, within sixty days after each May 15 following
the date of this Indenture (commencing May 15, 2002) deliver to Holders a brief
report, dated as of such May 15, which complies with the provisions of such
Section 313(a).

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

                                       61
<PAGE>

          SECTION 704.  Reports by Company.  The Company shall:
                        ------------------

          (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 may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934; or, if the Company is not required to file
     information, documents or reports pursuant to either of said Sections, then
     it shall file with the Trustee and the Commission, in accordance with rules
     and regulations prescribed from time to time by the Commission, such of the
     supplementary and periodic information, documents and reports which may be
     required pursuant to Section 13 of the Securities Exchange Act of 1934 in
     respect of a security listed and registered on a national securities
     exchange as may be prescribed from time to time in such rules and
     regulations;

          (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, in the manner and to the extent provided
     in Section 703(c), 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 paragraphs (1) and (2) of this
     Section as may be required by rules and regulations prescribed from time to
     time by the Commission.

                                       62
<PAGE>

                                 ARTICLE EIGHT

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

          SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.
                        ----------------------------------------------------
The Company shall not consolidate with or merge into any other corporation or
convey, transfer or lease 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,
     or which leases, the properties and assets of the Company substantially as
     an entirety shall be a corporation organized and existing under the laws of
     the United States of America, any State thereof or the District of Columbia
     and shall expressly assume, by an indenture supplemental hereto, executed
     and delivered to the Trustee, in form satisfactory to the Trustee, the
     Company's obligation for the due and punctual payment of the principal of
     (and premium, if any) and interest (including all Additional Amounts, if
     any, payable as contemplated by Section 1010) on all the Securities 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, transfer or lease and such supplemental indenture comply with
     this Article and that all conditions precedent herein provided for relating
     to such transaction have been complied with.

          This Section shall only apply to a merger or consolidation in which
the Company is not the surviving corporation and to conveyances, leases and
transfers by the Company as transferor or lessor.

          SECTION 802.  Successor Corporation Substituted.  Upon any
                        ---------------------------------
consolidation by the Company with or merger by the Company into any other
corporation or any conveyance, transfer or lease of the properties and assets of
the Company substantially as an entirety in accordance with Section 801, the
successor corporation formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor corporation had
been named as the Company herein, and in the event of any such conveyance or
transfer, the Company (which term shall for this purpose mean the Person named
as the "Company" in the first paragraph of this Indenture or any successor
corporation which shall theretofore become such in the manner described in
Section 801), except in the case of a lease, shall be discharged of all
obligations and covenants under this Indenture and the Securities and the
coupons and may be dissolved and liquidated.

                                       63
<PAGE>

          SECTION 803.  Securities to be Secured in Certain Events.  If, upon
                        ------------------------------------------
any such consolidation of the Company with or merger of the Company into any
other corporation, or upon any conveyance, lease or transfer of the property of
the Company as an entirety or substantially as an entirety to any other Person,
any Principal Property of the Company or of any Wholly-Owned Domestic
Manufacturing Subsidiary (or any shares of stock or Debt of any Wholly-Owned
Domestic Manufacturing Subsidiary) would thereupon become subject to any Lien,
then unless such Lien could be created pursuant to Section 1008 without equally
and ratably securing the Securities, the Company, prior to or simultaneously
with such consolidation, merger, conveyance, lease or transfer, will, as to such
Principal Property, shares of stock or Debt, secure the Securities Outstanding
hereunder (together with, if the Company shall so determine, any other Debt of
the Company now existing or hereafter created which is not subordinate to the
Securities) equally and ratably with (or prior to) the Debt which upon such
consolidation, merger, conveyance, lease or transfer is to become secured as to
such Principal Property, shares of stock or Debt by such Lien, or will cause
such Securities to be so secured; provided that for the purpose of providing
such equal and ratable security the principal amount of Original Issue Discount
Securities and Indexed Securities shall mean that amount which would at the time
of making such effective provision be due and payable pursuant to Section 502
and the terms of such Original Issue Discount Securities and Indexed Securities
upon a declaration of acceleration of the Maturity thereof, and the extent of
such equal and ratable security shall be adjusted, to the extent permitted by
law, as and when said amount changes over time pursuant to the terms of such
Original Issue Discount Securities and Indexed Securities.

                                 ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

          SECTION 901.  Supplemental Indentures Without Consent of Holders.
                        --------------------------------------------------
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

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

          (3)  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 being included solely for the
     benefit of such series); or

                                       64
<PAGE>

          (4)  to add to or change 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 any
     premium or interest on Bearer Securities, to permit Bearer Securities to be
     issued in exchange for Registered Securities, to permit Bearer Securities
     to be issued in exchange for Bearer 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 Securities of any series or any
     related coupons in any material respect; or

          (5)  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 Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision; or

          (6)  to secure the Securities pursuant to the requirements of Section
     803 or 1008 or otherwise; or

          (7)  to establish the form or terms of Securities of any series as
     permitted by Sections 201 and 301; or

          (8)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 611(b); or

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

          (10) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Sections 401, 1402 and
     1403; provided that any such action shall not adversely affect the
     interests of the Holders of Securities of such series and any related
     coupons or any other series of Securities in any material respect.

          SECTION 902.  Supplemental Indentures with Consent of Holders. With
                        -----------------------------------------------
the consent of the Holders of not less than a majority in principal amount of
all Outstanding Securities affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities under this

                                       65
<PAGE>

Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,

          (1)  change the Stated Maturity of the principal of, or any
     installment of interest on, any Security, or reduce the principal amount
     thereof or the rate of interest thereon or any premium payable upon the
     redemption thereof, or change any obligation of the Company to pay
     Additional Amounts contemplated by Section 1010 (except as contemplated by
     Section 801(i) and permitted by Section 901(1)), or reduce the amount of
     the principal of an Original Issue Discount Security that would be due and
     payable upon a declaration of acceleration of the Maturity thereof pursuant
     to Section 502 or the amount thereof provable in bankruptcy pursuant to
     Section 504, or change any Place of Payment where, or the coin, currency,
     currencies, currency unit or composite currency in which, any Security or
     any premium or the interest thereon is payable, or impair the right to
     institute suit for the enforcement of any such payment on or after the
     Stated Maturity thereof (or, in the case of redemption or repayment at the
     option of the Holder, on or after the Redemption Date or Repayment Date, as
     the case may be), 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 hereunder and their consequences) provided for in this
     Indenture, or

          (3)  modify any of the provisions of this Section, Section 513 or
     Section 1011, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby, provided, however, that this clause shall not be deemed to require
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 1011, or the
     deletion of this proviso, in accordance with the requirements of Sections
     611(b) and 901(8).

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

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

          SECTION 903.  Execution of Supplemental Indentures. In executing, or
                        ------------------------------------
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
601) 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

                                       66
<PAGE>

indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

          SECTION 904.   Effect of Supplemental Indentures. Upon the execution
                         ---------------------------------
of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

          SECTION 905.   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 906.   Reference in Securities to Supplemental Indentures.
                         --------------------------------------------------
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                  ARTICLE TEN

                                   COVENANTS

          SECTION 1001.  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
(including all Additional Amounts, if any, contemplated by Section 1010) on the
Securities of that series in accordance with the terms of the Securities, any
coupons appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 301 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.

          SECTION 1002.  Maintenance of Office or Agency. If the Securities of a
                         -------------------------------
series are issuable only as Registered Securities, the Company will maintain in
each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. If Securities of a
series are issuable as Bearer Securities, the Company will maintain (A) in The
City of New York, an office or agency where any Registered Securities of that
series may be presented or surrendered for payment, where any Registered
Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served

                                       67
<PAGE>

and where Bearer Securities of that series and related coupons may be presented
or surrendered for payment in the circumstances described in the following
paragraph (and not otherwise); (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the
United States, an office or agency where Securities of that series and related
coupons may be presented and surrendered for payment (including payment of any
Additional Amounts payable on Securities of that series as contemplated by
Section 1010); provided, however, that if the Securities of that series are
listed on 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 for the Securities of that series in Luxembourg or
any other required city located outside the United States, as the case may be,
so long as the Securities of that series are listed on such exchange, and (C)
subject to any laws or regulations applicable thereto, in a Place of Payment for
that series located outside the United States an office or agency where any
Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Bearer Securities of that series as contemplated by Section 1010) at the offices
specified in the Security, in London, and the Company hereby appoints the same
as its agent to receive such respective presentations, surrenders, notices and
demands.

          Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of principal, premium or interest on Bearer Securities
shall be made at any office or agency of the Company in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, that, if
the Securities of a series are payable in Dollars, payment of principal of and
any premium and interest on any Bearer Security (including any Additional
Amounts payable on Securities of such series contemplated by Section 1010) shall
be made at the office of the Company's Paying Agent in The City of New York, if
(but only if) payment in Dollars of the full amount of such principal, premium,
interest or Additional Amounts, as the case may be, at all offices or agencies
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.

          The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such 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 accordance with the requirements set forth above 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.

                                       68
<PAGE>

          Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated
in a currency other than Dollars or (ii) may be payable in a currency other than
Dollars, or so long as it is required under any other provision of the
Indenture, then the Company will maintain with respect to each such series of
Securities, or as so required, at least one Exchange Rate Agent.

          SECTION 1003.  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 and any related coupons, it will, on or before each due
date of the principal of (and premium, if any) or interest on any of the
Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum in the currency, currencies or currency unit in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay
the principal (and premium, if any) or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.

          Whenever the Company shall have one or more Paying Agents for any
series of Securities and any related coupons, it will, prior to or on each due
date of the principal of (and premium, if any) or interest on any Securities of
that series, deposit with a Paying Agent a sum (in the currency, currencies or
currency unit described in the preceding paragraph) sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

          The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying 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 the principal of
     (and premium, if any) or interest on Securities of that series 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 that series) in the making of any
     payment of principal (and premium, if any) or interest on the Securities of
     that series; 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 sums were held by

                                       69
<PAGE>

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

          SECTION 1004.  Statement as to Compliance. The Company will deliver to
                         --------------------------
the Trustee, within 120 days after the end of each fiscal year, commencing with
its fiscal year ending December 31, 1990, a written statement signed by the
principal executive officer, principal financial officer or principal accounting
officer of the Company, stating, as to each signer thereof, that

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

          (2)   to the best of his knowledge, based on such review, (a) 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, and (b) no event has occurred and is continuing which is,
     or after notice or lapse of time or both would become, an Event of Default
     under Section 501, or, if such event has occurred and is continuing,
     specifying each such event known to him and the nature and status thereof.

          SECTION 1005.  Payment of Taxes and Other Claims. The Company will pay
                         ---------------------------------
or discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all material taxes, assessments and governmental charges levied
or imposed upon the Company or any Wholly-Owned Domestic Manufacturing
Subsidiary or upon the income, profits or property of the Company or any Wholly-
Owned Domestic Manufacturing Subsidiary, and (2) all material lawful claims for
labor, materials and supplies which, if unpaid, might by law become a lien upon
any Principal Property of the Company or any Wholly-Owned Domestic Manufacturing
Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings.

                                       70
<PAGE>

          SECTION 1006.  Maintenance of Principal Properties. The Company will
                         -----------------------------------
cause all Principal Properties to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and will
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent or restrict the sale, abandonment or other disposition of
any of such properties if such action is, in the judgment of the Company,
desirable in the conduct of the business of the Company and its Subsidiaries as
a whole.

          SECTION 1007.  Corporate Existence. Subject to Article Eight, the
                         -------------------
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and the rights (charter and
statutory) and franchises of the Company and any Wholly Owned Domestic
Manufacturing Subsidiary; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries as a whole.

          SECTION 1008.  Limitation upon Liens. The Company will not itself, and
                         ---------------------
will not permit any Wholly-Owned Domestic Manufacturing Subsidiary to, create,
incur, issue or assume any notes, bonds, debentures or other similar evidences
of indebtedness for money borrowed (notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed being hereinafter in this Section,
in Section 803 and in Section 1009 called "Debt") secured by any pledge of, or
mortgage, lien, encumbrance, or security interest on (such pledges, mortgages,
liens, encumbrances and security interests being hereinafter in this Section, in
Section 803 and in Section 1009 collectively called "Liens"), any Principal
Property owned by the Company or any Wholly-Owned Domestic Manufacturing
Subsidiary, and the Company will not itself, and will not permit any Subsidiary
to, create, incur, issue or assume any Debt secured by any Lien on any shares of
stock or Debt of any Wholly-Owned Domestic Manufacturing Subsidiary, without in
any such case effectively providing that, the Securities (together with, if the
Company shall so determine, any other Debt of the Company then existing or
thereafter created which is not subordinate to the Securities) shall be secured
equally and ratably with (or prior to) such secured Debt, so long as such
secured Debt shall be so secured, unless, after giving effect thereto, the
aggregate principal amount of all such secured Debt then outstanding plus
Attributable Debt of the Company and its Wholly-Owned Domestic Manufacturing
Subsidiaries in respect of sale and leaseback transactions (as defined in
Section 1009) involving Principal Properties entered into after the date of the
first issuance by the Company of securities issued pursuant to this instrument
(other than such sale and leaseback transactions as are permitted by Section
1009(b)) would not exceed an amount equal to 10% of Consolidated Net Tangible
Assets; provided, however, that nothing contained in this Section shall prevent,
restrict or apply to, and there shall be excluded from secured Debt in any
computation under this Section, Debt secured by:

                                       71
<PAGE>

          (a)   Liens on any property or assets of the Company or any subsidiary
     (including shares of stock or Debt owned by the Company or any Subsidiary)
     existing as of the date of the first issuance by the Company of securities
     issued pursuant to this instrument;

          (b)   Liens on any property or assets of, or on any shares of stock or
     Debt of, any corporation existing at the time such corporation becomes a
     Wholly-Owned Domestic Manufacturing Subsidiary, or arising thereafter (i)
     otherwise than in connection with the borrowing of money arranged
     thereafter and (ii) pursuant to contractual commitments entered into prior
     to and not in contemplation of such corporation's becoming a Wholly-Owned
     Domestic Manufacturing Subsidiary;

          (c)   Liens on any property or assets or shares of stock or Debt
     existing at the time of acquisition thereof (including acquisition through
     merger or consolidation) or securing the payment of all or any part of the
     purchase price or construction cost thereof or securing any Debt incurred
     prior to, at the time of or within 120 days after, the acquisition of such
     property or assets or shares of stock or Debt or the completion of any such
     construction, whichever is later, for the purpose of financing all or any
     part of the purchase price or construction cost thereof (provided such
     Liens are limited to such shares of stock or Debt or such other property or
     assets, improvements thereon and the land upon which such property, assets
     and improvements are located and any other property or assets not then
     constituting a Principal Property);

          (d)   Liens on any property or assets to secure all or any part of the
     cost of exploration, drilling, development, operation, construction,
     alteration, repair or improvement of all or any part of such property or
     assets, or to secure Debt incurred prior to, at the time of or within 120
     days after, the completion of such exploration, drilling, development,
     operation, construction, alteration, repair or improvement, whichever is
     later, for the purpose of financing all or any part of such cost (provided
     such Liens are limited to such property or assets, improvements thereon and
     the land upon which such property, assets and improvements are located and
     any other property or assets not then constituting a Principal Property);

          (e)   Liens which secure Debt owing by a Subsidiary to the Company or
     to a Wholly-Owned Domestic Manufacturing Subsidiary;

          (f)   Liens arising from the assignment of moneys due and to become
     due under contacts between the Company or any Subsidiary and the United
     States of America, any State, Commonwealth, Territory or possession thereof
     or any agency, department, instrumentality or political subdivision of any
     thereof; or Liens in favor of the United States of America, any State,
     Commonwealth, Territory or possession thereof or any agency, department,
     instrumentality or political subdivision of any thereof, pursuant to the
     provisions of any contract not directly or indirectly in connection with
     securing Debt;

                                       72
<PAGE>

          (g)   any materialmen's, carriers', mechanics', workmen's, repairmen's
     or other like liens arising in the ordinary course of business in respect
     of obligations which are not overdue or which are being contested in good
     faith by appropriate proceedings; any deposit or pledge as security for the
     performance of any bid, tender, contract, lease, or undertaking not
     directly or indirectly in connection with the securing of Debt; any deposit
     or pledge with any governmental agency required or permitted to qualify the
     Company or any Subsidiary to conduct business, to maintain self-insurance
     or to obtain the benefits of any law pertaining to workmen's compensation,
     unemployment insurance, old age pensions, social security or similar
     matters, or to obtain any stay or discharge in any legal or administrative
     proceedings; deposits or pledges to obtain the release of mechanics',
     workmen's, repairmen's, materialmen's or warehousemen's liens or the
     release of property in the possession of a common carrier; any security
     interest created in connection with the sale, discount or guarantee of
     notes, chattel mortgages, leases, accounts receivable, trade acceptances or
     other paper, or contingent repurchase obligations, arising out of sales of
     merchandise in the ordinary course of business; liens permitted by Section
     1005; or other deposits or pledges similar to those referred to in this
     subdivision (g);

          (h)   Liens arising by reason of any judgment, decree or order of any
     court, so long as any appropriate legal proceedings which may have been
     initiated for the review of such judgment, decree or order shall not have
     been finally terminated or so long as the period within which such
     proceedings may be initiated shall not have expired; any deposit or pledge
     with any surety company or clerk of any court, or in escrow, as collateral
     in connection with, or in lieu of, any bond on appeal from any judgment or
     decree against the Company or any Subsidiary, or in connection with other
     proceedings or actions at law or in equity by or against the Company or any
     Subsidiary; and

          (i)   any extension, renewal, substitution or replacement (or
     successive extensions, renewals, substitutions or replacements), as a whole
     or in part, of any of the Liens referred to in subdivisions (a) through (h)
     above or the Debt secured thereby; provided that (1) such extension,
     renewal, substitution or replacement Lien shall be limited to all or any
     part of the same property or assets or shares of stock or Debt that secured
     the Lien extended, renewed, substituted or replaced (plus improvements on
     such property, and plus any other property or assets not then constituting
     a Principal Property) and (2) in the case of subdivisions (a) through (c)
     above, the Debt secured by such Lien at such time is not increased.

          For the purposes of this Section 1008 and Section 1009, the giving of
a guarantee which is secured by a Lien on a Principal Property, and the creation
of a Lien on a Principal Property or shares of stock or Debt to secure Debt
which existed prior to the creation of such Lien, shall be deemed to involve the
creation of Debt in an amount equal to the principal amount guaranteed or
secured by such Lien; but the amount of Debt secured by Liens on Principal
Properties and shares of stock and Debt shall be computed without cumulating the
underlying indebtedness with any guarantee thereof or Lien securing the same.

                                       73
<PAGE>

          For purposes of this Section 1008 and Section 1009, the following
shall not be deemed to be Liens securing Debt and, accordingly, nothing
contained in this Section or Section 1009 shall prevent, restrict or apply to:
(x) any acquisition by the Company or any Wholly-Owned Domestic Manufacturing
Subsidiary of any property or assets subject to any reservation or exception
under the terms of which any vendor, lessor or assignor creates, reserves or
excepts or has created, reserved or excepted an interest in oil, gas and/or any
other mineral and/or the process thereof, (y) any conveyance or assignment under
the terms of which the Company or any Wholly-Owned Domestic Manufacturing
Subsidiary conveys or assigns to any Person or Persons an interest in oil, gas
and/or any other mineral and/or the proceeds thereof, or (z) any Lien upon any
property or assets owned or leased by the Company or any Wholly-Owned Domestic
Manufacturing Subsidiary or in which the Company or any Wholly-Owned Domestic
Manufacturing Subsidiary owns an interest to secure to the Person or Persons
paying the expenses of developing and/or conducting operations for the recovery,
storage, transportation and/or sale of the mineral resources of the said
property (or property with which it is utilized) the payment to such Person or
Persons of the Company's or the Wholly-Owned Domestic Manufacturing Subsidiary's
proportionate part of such development and/or operating expense.

          SECTION 1009.  Limitations upon Sales and Leasebacks. The Company will
                         -------------------------------------
not itself, and will not permit any Wholly-Owned Domestic Manufacturing
Subsidiary to, enter into any arrangement after the date of the first issuance
by the Company of securities issued pursuant to this instrument with any bank,
insurance company or other lender or investor (other than the Company or another
Wholly-Owned Domestic Manufacturing Subsidiary) providing for the leasing by the
Company or any such Wholly-Owned Domestic Manufacturing Subsidiary of any
Principal Property (except a lease for a temporary period not to exceed three
years by the end of which it is intended that the use of such Principal Property
by the lessee will be discontinued), which was or is owned or leased by the
Company or a Wholly-Owned Domestic Manufacturing Subsidiary and which has been
or is to be sold or transferred, more than 120 days after the completion of
construction and commencement of full operation thereof by the Company or such
Wholly-Owned Domestic Manufacturing Subsidiary, to such lender or investor or to
any Person to whom funds have been or are to be advanced by such lender or
investor on the security of such Principal Property (herein referred to as a
"sale and leaseback transaction") unless, either:

          (a)   the Attributable Debt of the Company and its Wholly-Owned
     Domestic Manufacturing Subsidiaries in respect of such sale and leaseback
     transaction and all other sale and leaseback transactions entered into
     after the date of the first issuance by the Company of securities issued
     pursuant to this instrument (other than such sale and leaseback
     transactions as are permitted by Section 1009(b)), plus the aggregate
     principal amount of Debt secured by Liens on Principal Properties then
     outstanding (excluding any such Debt secured by Liens covered in
     subdivisions (a) through (i) of the first paragraph of Section 1008)
     without equally and ratably securing the Securities, would not exceed 10%
     of Consolidated Net Tangible Assets, or

                                       74
<PAGE>

          (b)   the Company, within 120 days after the sale or transfer, applies
     or causes a Wholly-Owned Domestic Manufacturing Subsidiary to apply an
     amount equal to the greater of the net proceeds of such sale or transfer or
     fair market value of the Principal Property so sold and leased back at the
     time of entering into such sale and leaseback transaction (in either case
     as determined by any two of the following: the Chairman, the President, any
     Vice President, the Treasurer and the Controller of the Company) to the
     retirement of Securities of any series or other indebtedness of the Company
     (other than indebtedness subordinated to the Securities) or indebtedness of
     a Wholly-Owned Domestic Manufacturing Subsidiary, for money borrowed,
     having a stated maturity more than 12 months from the date of such
     application or which is extendible at the option of the obligor thereon to
     a date more than 12 months from the date of such application (and, unless
     otherwise expressly provided with respect to any one or more series of
     Securities, any redemption of Securities pursuant to this provision shall
     not be deemed to constitute a refunding operation or anticipated refunding
     operation for the purposes of any provision limiting the Company's right to
     redeem Securities of any one or more such series when such redemption
     involves a refunding operation or anticipated refunding operation);
     provided that the amount to be so applied shall be reduced by (i) the
     principal amount of Securities delivered within 120 days after such sale or
     transfer to the Trustee for retirement and cancellation, and (ii) the
     principal amount of any such indebtedness of the Company or a Wholly-Owned
     Domestic Manufacturing Subsidiary, other than Securities, voluntarily
     retired by the Company or a Wholly-Owned Domestic Manufacturing Subsidiary
     within 120 days after such sale or transfer. Notwithstanding the foregoing,
     no retirement referred to in this subdivision (b) may be effected by
     payment at maturity or pursuant to any mandatory sinking fund payment or
     any mandatory prepayment provision.

          Notwithstanding the foregoing, where the Company or any Wholly-Owned
Domestic Manufacturing Subsidiary is the lessee in any sale and leaseback
transaction, Attributable Debt shall not include any Debt resulting from the
guarantee by the Company or any other Wholly-Owned Domestic Manufacturing
Subsidiary of the lessee's obligation thereunder.

          SECTION 1010.  Additional Amounts. If any Securities of a series
                         ------------------
provide for the payment of additional amounts to any Holder who is not a United
States person in respect of any tax, assessment or governmental charge
("Additional Amounts"), the Company will pay to the Holder of any Security of
such series or any coupon appertaining thereto such Additional Amounts as may be
specified as contemplated by Section 301. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of a series or payment of any
related coupon or the net proceeds received on the sale or exchange of any
security of a series, such mention shall be deemed to include mention of the
payment of Additional Amounts provided for by the terms of such series
established pursuant to Section 301 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
such terms and express mention of the payment of Additional Amounts (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

                                       75
<PAGE>

          Except as otherwise specified as contemplated by Section 301, 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 that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest 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 and any
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the 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 of that series or related coupons and the Company will pay
to the Trustee or such Paying Agent the Additional Amounts required by the terms
of such Securities. In the event that the Trustee or any Paying Agent, as the
case may be, shall not so receive the above-mentioned certificate, then the
Trustee or such Paying Agent shall be entitled to (i) assume that no such
withholding or deduction is required with respect to any payment of principal or
interest with respect to any Securities of a series or related coupons until it
shall have received a certificate advising otherwise and (ii) to make all
payments of principal and interest with respect to the Securities of a series or
related coupons without withholding or deductions until otherwise advised. 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 1011.  Waiver of Certain Covenants. The Company may omit in
                         ---------------------------
any particular instance to comply with any term, provision or condition set
forth in Section 803 or Sections 1005 to 1009, inclusive, if before the time for
such compliance the Holders of at least a majority in principal amount of all
Outstanding Securities, by Act of such Holders, waive such compliance in such
instance with such term, provision or condition, but no such waiver shall extend
to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

                                       76
<PAGE>

                                ARTICLE ELEVEN

                           REDEMPTION OF SECURITIES

          SECTION 1101.  Applicability of Article. Securities of any series
                         ------------------------
which are redeemable before their Stated Maturity shall be redeemable in
accordance with the terms of such Securities and (except as otherwise specified
as contemplated by Section 301 for Securities of any series) in accordance with
this Article.

          SECTION 1102.  Election to Redeem; Notice to Trustee. The election of
                         -------------------------------------
the Company to redeem any Securities shall be evidenced by a Board Resolution.
In case of any redemption at the election of the Company of all the Securities
of any series, the Company shall, at least 40 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. 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. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

          SECTION 1103.  Selection by Trustee of Securities to Be Redeemed. If
                         -------------------------------------------------
less than all the Securities of any series are to be redeemed, the particular
securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for securities of that series.

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

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

                                       77
<PAGE>

          SECTION 1104.  Notice of Redemption. Notice of redemption shall be
                         --------------------
given in the manner provided in Section 106 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 identify the Securities to redeemed
(including CUSIP number if any) and shall state:

          (1)   the Redemption Date,

          (2)   the Redemption Price,

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

          (4)   that on the Redemption Date the Redemption Price (together with
     accrued interest to the Redemption Date payable as provided in Section
     1106) will become due and payable upon each such Security to be redeemed
     and, if applicable, that interest thereon will cease to accrue on and after
     said date,

          (5)   the place or places where such Securities, together in the case
     of Bearer Securities with all coupons appertaining thereto, if any,
     maturing after the Redemption Date, are to be surrendered for payment of
     the Redemption Price,

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

          (7)   that, 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 or security or indemnity satisfactory to
     the Company, the Trustee for such series and any Paying Agent is furnished,
     and

          (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 this Redemption Date pursuant to Section 305 or otherwise,
     the last date, as determined by the Company, on which such exchanges may be
     made.

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

                                       78
<PAGE>

          SECTION 1105.  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 1003) an amount of money in the currency, currencies or
currency unit in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such Series
and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
sufficient to pay the Redemption Price of, and accrued interest on, all the
securities which are to be redeemed on that date.

          SECTION 1106.  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 in the currency, currencies or currency unit in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such Series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) (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) such Securities shall cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of coupons for
such interest, and provided further that installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

          If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

                                       79
<PAGE>

          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 prescribed
therefor in the Security.

          SECTION 1107.  Securities Redeemed in Part. Any Registered Security
                         ---------------------------
which is to be redeemed only in part (pursuant to the provisions of this Article
or of Article Twelve) 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 Security or Securities of
the same series, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

                                ARTICLE TWELVE

                                 SINKING FUNDS

          SECTION 1201.  Applicability of Article. Retirements of Securities of
                         ------------------------
any series pursuant to any sinking fund shall be made in accordance with the
terms of such Securities and (except as otherwise specified as contemplated by
Section 301 for Securities of any series) in accordance with 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 mandatory sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

          SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.
                         -----------------------------------------------------
The Company (1) may deliver to the Trustee Outstanding Securities of a series
(other than any previously called for redemption) theretofore purchased or
otherwise acquired by the Company together in the case of any Bearer Securities
of such series with all unmatured coupons appertaining thereto, and (2) receive
credit for Securities of a series which have been previously delivered to the
Trustee by the Company or for 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 the same series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such series; provided that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

                                       80
<PAGE>

          SECTION 1203.  Redemption of Securities for Sinking Fund. Not less
                         -----------------------------------------
than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in the currency, currencies or currency unit in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) and the portion
thereof, if any, which is to be satisfied by delivering or crediting Securities
of that series pursuant to Section 1202 (which Securities will, if not
previously delivered, accompany such certificate) and whether the Company
intends to exercise its right to make a permitted optional sinking fund payment
with respect to such series. Such certificate shall be irrevocable and upon its
delivery the Company shall be obligated to make the cash payment or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. In the case of the failure of the Company to deliver such
certificate, the sinking fund payment due on the next succeeding sinking fund
payment date for that series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of such Securities subject to a
mandatory sinking fund payment without the option to deliver or credit
Securities as provided in Section 1202 and without the right to make any
optional sinking fund payment, if any, with respect to such series.

          Not more than 60 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 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 1104.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

          Prior to any sinking fund payment date, the Company shall pay to the
Trustee in cash a sum equal to any interest accrued to the date fixed for
redemption of Securities or portions thereof to be redeemed on such sinking fund
payment date pursuant to this Section 1203.

          Notwithstanding the foregoing, with respect to a sinking fund for any
series of Securities, if at any time the amount of cash to be paid into such
sinking fund on the next succeeding sinking fund payment date, together with any
unused balance of any preceding sinking fund payment or payments for such
series, shall not exceed in the aggregate $100,000, the Trustee, unless
requested by the Company, shall not give the next succeeding notice of the
redemption of Securities of such series through the operation of the sinking
fund.  Such unused balance of moneys deposited in such sinking fund shall be
added to the sinking fund payment for such series to be made in cash in the next
succeeding year or, at the request of the Company, shall be applied at any time
or from time to time to the purchase of Securities of such series, by public or
private purchase, in the open market or otherwise, at not in excess of
(excluding accrued interest and brokerage commissions, for which the Trustee or
any paying agent will be reimbursed by the Company) the principal amount
thereof.

                                       81
<PAGE>

                               ARTICLE THIRTEEN

                        REPAYMENT AT OPTION OF HOLDERS

          SECTION 1301.  Applicability of Article. Repayment of Securities of
                         ------------------------
any series before their Stated Maturity at the option of Holders thereof shall
be made in accordance with the terms of such Securities and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.

          SECTION 1302.  Repayment of Securities. Securities of any series
                         -----------------------
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided in the terms of such Securities, be repaid at a
price equal to the principal amount thereof, together with interest thereon
accrued to the Repayment Date specified in the terms of such Securities. The
Company covenants that on or before the Repayment Date it will 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 1003) an amount of
money in the currency, currencies or currency unit in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such Series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal (or, if so
provided by the terms of the Securities of any series, a percentage of the
principal) of, and (except if the Repayment Date shall be an Interest Payment
Date) accrued interest on, all the Securities or portions thereof, as the case
may be, to be repaid on such date.

          SECTION 1303.  Exercise of Option. Securities of any series subject to
                         ------------------
repayment at the option of the Holders thereof will contain an "Option to Elect
Repayment" form on the reverse of such Securities. To be repaid at the option of
the Holder, any Security so providing for such repayment, with the "Option to
Elect Repayment" form on the reverse of such Security duly completed by the
Holder, must be received by the Company at the Place of Payment therefor
specified in the terms of such Security (or at such other place or places or
which the Company shall from time to time notify the Holders of such Securities)
not earlier than 45 days nor later than 30 days prior to the Repayment Date. If
less than the entire principal amount of such Security is to be repaid in
accordance with the terms of such security, the principal amount of such
Security to be repaid, in increments of the minimum denomination for Securities
of such series, and the denomination or denominations of the Security or
Securities to be issued to the Holder for the portion of the principal amount of
such Security surrendered that is not to be repaid must be specified. The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Company.

                                       82
<PAGE>

          If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless.  If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; 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 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.

          SECTION 1304.  When Securities Presented for Repayment Become Due and
                         ------------------------------------------------------
Payable. If Securities of any series providing for repayment at the option of
-------
the Holders thereof shall have been surrendered as provided in this Article and
as provided by the terms of such Securities, such securities or the portions
thereof, as the case may be, to be repaid shall become due and payable and shall
be paid by the Company on the Repayment Date therein specified, and on and after
such Repayment Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) interest on such securities or the portions
thereof, as the case may be, shall cease to accrue.

          SECTION 1305.  Securities Repaid in Part. Upon surrender of any
                         -------------------------
Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.

                               ARTICLE FOURTEEN

                      DEFEASANCE AND COVENANT DEFEASANCE

          SECTION 1401.  Applicability of Article; Company's Option to Effect
                         ----------------------------------------------------
Defeasance or Covenant Defeasance. If pursuant to Section 301 provision is made
---------------------------------
for either or both of (a) defeasance of the Securities of or within a series
under Section 1402 or (b) covenant defeasance of the Securities of or within a
series under Section 1403, then the provisions of such Section or Sections, as
the case may be, together with the other provisions of this Article Fourteen
(with such modifications thereto as may be specified pursuant to Section 301
with respect to any Securities), shall be applicable to such Securities and any
related coupons, and the Company may at its option by Board Resolution, at any
time, with respect to such Securities and any related coupons, elect to have
either Section 1402 (if applicable) or Section 1403 (if applicable) be applied
to such Outstanding Securities and any related coupons upon compliance with the
conditions set forth below in this Article Fourteen.

                                       83
<PAGE>

          SECTION 1402.  Defeasance and Discharge. Upon the Company's exercise
                         ------------------------
of the above option applicable to this Section with respect to any Securities of
or within a series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any related coupons
on the date the conditions set forth below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Outstanding Securities and any related coupons, which shall thereafter be deemed
to be "Outstanding" only for the purposes of Section 1405 and the other Sections
of this Indenture referred to in (A) and (B) below, and to have satisfied all
its other obligations under such Securities and any related coupons and this
Indenture insofar as such Securities and any related coupons are concerned (and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities and any related coupons to receive, solely from the trust
fund described in Section 1404 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and interest on
such Securities and any related coupons when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 305, 306,
1002 and 1003 and with respect to the payment of Additional Amounts, if any, on
such Securities as contemplated by Section 1010, (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (D) this Article Fourteen.
Subject to compliance with this Article Fourteen, the Company may exercise its
option under this Section 1402 notwithstanding the prior exercise of its option
under Section 1403 with respect to such Securities and any related coupons.

          SECTION 1403.  Covenant Defeasance. Upon the Company's exercise of the
                         -------------------
above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be released from its obligations under
Sections 1008 and 1009, and, if specified pursuant to Section 301, its
obligations under any other covenant, with respect to such Outstanding
Securities and any related coupons on and after the date the conditions set
forth below are satisfied (hereinafter, "covenant defeasance"), and such
Securities and any related coupons shall thereafter be deemed to be not
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with
Sections 1008 and 1009, or such other covenant, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any
related coupons, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such Section or
such other covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or such other covenant or by reason of
reference in any such Section or such other covenant to any other provision
herein or in any other document and such omission to comply shall not constitute
a default or an Event of Default under Section 501(3) or Section 501(6) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and any related coupons shall be unaffected
thereby.

                                       84
<PAGE>

          SECTION 1404.  Conditions to Defeasance or Covenant Defeasance. The
                         -----------------------------------------------
following shall be the conditions to application of either Section 1402 or
Section 1403 to any Outstanding Securities and any related coupons:

          (1)  The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 609 who shall agree to comply with the provisions of this
     Article Fourteen applicable to it) as trust funds in trust for the purpose
     of making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Securities and any
     related coupons, (A) an amount (in such currency, currencies or currency
     unit in which such Securities and any related coupons are then specified as
     payable at Stated Maturity), or (B) Government Obligations applicable to
     such Securities (determined on the basis of the currency, currencies or
     currency units in which such Securities are then specified as payable at
     Stated Maturity) which through the scheduled payment of principal and
     interest in respect thereof in accordance with their terms will provide,
     not later than one day before the due date of any payment of principal
     (including any premium) and interest, if any, under such Securities and any
     related coupons, money in an amount, or (C) a combination thereof,
     sufficient, in the opinion of a nationally recognized firm of independent
     public accountants expressed in a written certification thereof delivered
     to the Trustee, to pay and discharge, and which shall be applied by the
     Trustee (or other qualifying trustee) to pay and discharge, (i) the
     principal of (and premium, if any) and interest on such Outstanding
     Securities and any related coupons on the Stated Maturity of such principal
     or installment of principal or interest and (ii) any mandatory sinking fund
     payments or analogous payments applicable to such Outstanding Securities
     and any related coupons on the day on which such payments are due and
     payable in accordance with the terms of this Indenture and of such
     Securities and any related coupons.

          (2)  No Event of Default or event which with notice or lapse of time
     or both would become an Event of Default with respect to such Securities
     and any related coupons shall have occurred and be continuing on the date
     of such deposit or, insofar as subsections 501(4) and (5) are concerned, at
     any time during the period ending on the 91st day after the date of such
     deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period).

          (3)  Such defeasance or covenant defeasance shall not cause the
     Trustee for such Securities to have a conflicting interest as defined in
     Section 608 and for purposes of the Trust Indenture Act with respect to any
     securities of the Company.

          (4)  Such defeasance or covenant defeasance shall not result in a
     breach or violation of, or constitute a default under, this Indenture or
     any other material agreement or instrument to which the Company is a party
     or by which it is bound.

          (5)  If, but only if, specified pursuant to Section 301 as being
     required with respect to the Securities and any related coupons that are
     the subject of defeasance, in the case of an election under Section 1402,
     the Company shall have delivered to the Trustee an Opinion of Counsel
     stating that (x) the Company has received from, or there has been published
     by, the Internal Revenue Service a ruling, or (y) since April 1, 1990 there
     has

                                       85
<PAGE>

     been a change in the applicable Federal income tax law, in either case to
     the effect that, and based thereon such opinion shall confirm that, the
     Holders of such Outstanding Securities and any related coupons will not
     recognize income, gain or loss for Federal income tax purposes as a result
     of such defeasance and will be subject to Federal income tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if such defeasance had not occurred.

          (6)  If, but only if, specified pursuant to Section 301 as being
     required with respect to the Securities and any related coupons that are
     the subject of covenant defeasance, in the case of an election under
     Section 1403, the Company shall have delivered to the Trustee an Opinion of
     Counsel to the effect that the Holders of such Outstanding Securities and
     any related coupons of such series will not recognize income, gain or loss
     for Federal income tax purposes as a result of such covenant defeasance and
     will be subject to Federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such covenant
     defeasance had not occurred.

          (7)  Such defeasance or covenant defeasance shall be effected in
     compliance with any additional or substitute terms, conditions or
     limitations in connection therewith pursuant to Section 301.

          (8)  The Company shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section 1402
     or the covenant defeasance under Section 1403 (as the case may be) have
     been complied with and an Opinion of Counsel to the effect that either (i)
     as a result of a deposit pursuant to Section 1404(1) and the related
     exercise of the Company's option under Section 1402 or Section 1403 (as the
     case may be), registration is not required under the Investment Company Act
     of 1940, as amended, by the Company, the trust funds representing such
     deposit or the trustee for such trust funds or (ii) all necessary
     registrations under said Act have been effected.

          SECTION 1405.  Deposited Money and Government Obligations to be Held
                         -----------------------------------------------------
in Trust; Other Miscellaneous Provisions. Subject to the provisions of the
----------------------------------------
last --paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee--collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of any Outstanding Securities and any related coupons of such series
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and any related coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities and any related coupons of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

                                       86
<PAGE>

          Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(1) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 312(b) or the terms of such
Security to receive payment in a currency or currency unit other than that in
which the deposit pursuant to Section 1404(1) has been made in respect of such
Security, or (b) a Conversion Event occurs as contemplated in Section 312(d) or
312(e) or by the terms of any Security in respect of which the deposit pursuant
to Section 1404(1) has been made, the indebtedness represented by such Security
and any related coupons shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (premium, if
any, on), and interest, if any, on such Security as they become due out of the
proceeds yielded by converting (from time to time as specified below in the case
of any such election) the amount or other property deposited in respect of such
Security into the currency or currency unit in which such Security becomes
payable as a result of such election or Conversion Event based on the applicable
Market Exchange Rate for such currency or currency unit in effect on the second
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such currency or currency unit in effect (as nearly as feasible) at
the time of the Conversion Event.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1404 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such outstanding Securities and any related
coupons.

          Anything in this Article Fourteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 1404 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance.

                                ARTICLE FIFTEEN

                       MEETINGS OF HOLDERS OF SECURITIES

          SECTION 1501.  Purposes for which Meetings May be Called. If
                         -----------------------------------------
Securities of a series are issuable 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 1502.  Call, Notice and Place of Meetings. (a) The Trustee may
                         ----------------------------------
at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1501, to be held at such time and at such place in
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

                                       87
<PAGE>

be taken at such meeting, shall be given, in the manner provided in Section 106,
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 1501, by
written request setting forth in reasonable detail the action proposed to be
taken at the 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 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 1503.  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 of 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 Person entitled 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 1504.  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 this Indenture expressly provides may be given by the Holders of
not less than a specified percentage in principal amount of the Outstanding
Securities of a series, the Persons entitled to vote such specified 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 any other case the
meeting may be adjourned for a period of not less than 10 days as determined by
the chairman 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
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1502(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 any 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.

                                       88
<PAGE>

          Except as limited by the proviso to Section 902 any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted 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 902, any
resolution with respect to any consent or waiver which this Indenture expressly
provides may be given by the Holders of not 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 convened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of a majority in principal amount of
the Outstanding Securities of that series; and provided further that, except as
limited by the proviso to Section 902, 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 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 related coupons,
whether or not present or represented at the meeting.

          SECTION 1505.  Determination of Voting Rights; Conduct and Adjournment
                         -------------------------------------------------------
of Meetings. (a) Notwithstanding any provisions of this Indenture, the Trustee
-----------
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a 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 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 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 104 or other proof.

          (b)  The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1502(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 chairman. A
permanent chairman 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.

                                       89
<PAGE>

          (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 of Outstanding
Securities of such series held or represented by him (determined as specified in
the definition of "Outstanding" in Section 101); 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 chairman of the meeting to be not Outstanding.
The chairman of 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 1502 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 1506.  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
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record, at least in duplicate, 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 1502 and, if applicable, Section 1504.
Each copy shall be signed and verified by the affidavits of the permanent
chairman 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 SIXTEEN

                   IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                       OFFICERS, DIRECTORS AND EMPLOYEES

          SECTION 1601.  Exemption from Individual Liability. No recourse under
                         -----------------------------------
or upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, stockholder, officer, director or employee, 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 of the Company, and that no
such personal liability whatever shall attach to, or is or shall be incurred by,
the incorporators, stockholders, officers, directors or employees, 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,

                                       90
<PAGE>

covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom; and that any and all such personal liability, either at
common law or in equity or by constitution or statute, of, and any and all such
rights and claims against, every such incorporator, stockholder, officer,
director or employee, as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or 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.

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

                                       91
<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.

                                       UNITED TECHNOLOGIES CORPORATION


                                       By:/s/ David J. FitzPatrick
                                          ------------------------------------
                                          Name:  David J. FitzPatrick
                                          Title: Senior Vice President, Chief
                                                 Financial Officer and Treasurer

[Corporate Seal]
Attest: /s/ Charles F. Hildebrand      THE BANK OF NEW YORK
---------------------------------
Name:  Charles F. Hildebrand           By:/s/ Geovanni Barris
Title: Assistant Secretary                ------------------------------------
                                          Name:  Geovanni Barris
                                          Title: Vice President

[Seal]
Attest: /s/ Ming Shiang



                                92
<PAGE>

STATE OF CONNECTICUT   )
                       ) ss. Hartford
COUNTY OF HARTFORD     )

          On the 4th day of May, 2001, before me, personally came David J.
FitzPatrick, to me known, who, being by me duly sworn, did depose and say that
he is Senior Vice President, Chief Financial Officer and Treasurer of UNITED
TECHNOLOGIES CORPORATION, one of the corporations described in and which
executed the foregoing instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year is this certificate first above written.


                                    By: /s/ Dolores B. Ploudre
                                        ---------------------------
                                                Notary
                                        Dolores B. Ploudre
                                        My Comission Expires January 31, 2004
[NOTARIAL SEAL]

<PAGE>

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

          On the 4th day of May, 2001, before me personally came Geovanni
Barris, to me known, who, being by me duly sworn, did depose and say that he is
Vice President of THE BANK OF NEW YORK, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

[Notarial Seal]
                                        /s/ William J. Cassels
                                        -------------------------------
                                        Notary Public

                                        [Notary Stamp]

                                         WILLIAM J. CASSELS
                                         Notary Public, State of New York
                                         No. 01CA5027729
                                         Qualified in Bronx County
                                         Commission Expires May 16, 2002
<PAGE>

                                   EXHIBIT A


                [FORM OF PARTICIPANT CERTIFICATION INCORPORATED
                  BY REFERENCE IN A CERTIFICATION INSTRUCTION]

                                  CERTIFICATE

                        UNITED TECHNOLOGIES CORPORATION

                             [Title of Securities]

                               (the "Securities")

          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 persons 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 persons"), (ii) are owned by United States person(s) that (a)
are foreign branches of a United States financial institution (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)) ("financial institutions")
purchasing for their own account or for resale, or (b) 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 the Issuer or the Issuer's agent that it 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) are owned by United
States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations Section 1.163-
5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities 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.

          If the Securities are of the category contemplated in Section
230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended (the
"Act"), then this is also to certify that, except as set forth below, (i) in the
case of debt securities, the Securities are beneficially owned by (a) non-U.S.
person(s) or (b) U.S. person(s) who purchased the Securities in transactions
which did not require registration under the Act; or (ii) in the case of equity
securities, the Securities are owned by (x) non-U.S. person(s) (and such
person(s) are not acquiring the Securities for the account or benefit of U.S.
person(s)) or (y) U.S. person(s) who purchased the Securities in a transaction
which did not require registration under the Act.  If this certification is
being delivered in connection with the exercise of warrants pursuant to Section
230.902(m) of Regulation S under the Act, then this is further to certify that,
except as set forth below, the Securities are being exercised by and on behalf
of non-U.S. person(s).  As used in this paragraph the term "U.S. person" has the
meaning given to it by Regulation S under the Act.

                                      A-1
<PAGE>

          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 Securities
held by you for our account in accordance with your Operating Procedures if any
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 certification excepts and does not relate to [$]____________ of
such interest in the above Securities in respect of which we are not able to
certify and as to which we understand exchange and delivery of definitive
Securities (or, if relevant, exercise of any rights or collection of any
interest) cannot be made until we do so certify.

          We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States.  In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.

Date: _____________________



By: _______________________
    As, or as agent for, the beneficial owner(s) of
    the Securities to which this certificate relates.

                                      A-2
<PAGE>

                                   EXHIBIT B

                       [FORM OF CERTIFICATION TO BE GIVEN
                   BY THE EUROCLEAR OPERATOR OR CLEARSTREAM]

                                 CERTIFICATION

                        UNITED TECHNOLOGIES CORPORATION

                             [Title of Securities]

                               (the "Securities")

          This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in the Fiscal Agency or other Agreement, as of the date
hereof, [$]_________________ principal amount of the above-captioned Securities
(i) is owned by persons 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 persons"), (ii) is owned by United States persons that
(a) are foreign branches of United States financial institutions (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)) ("financial institutions")
purchasing for their own account or for resale, or (b) 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 has agreed, on its own behalf or through its agent, that we may
advise the Issuer or the Issuer's agent that it 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 institutions for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations Section 1.163-
5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign
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.

          If the Securities are of the category contemplated in Section
230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended (the
"Act") then this is also to certify with respect to the principal amount of
Securities set forth above that, except as set forth below, we have received in
writing, by tested telex or by electronic transmission, from our Member
Organizations entitled to a portion of such principal amount, certifications
with respect to such portion, substantially to the effect set forth in the
Fiscal Agency or other Agreement.

          We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any interest)
any portion of the Temporary Global security excepted in such certifications and
(ii) that as of the date hereof we have not

                                      B-1
<PAGE>

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, exercise
of any rights or collection of any interest) are no longer true and cannot be
relied upon as the date hereof.

          We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States.  In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.

Dated:_________________
_______________

                                    Yours faithfully,

                                    [MORGAN GUARANTY TRUST
                                     COMPANY OF NEW YORK,
                                     Brussels office, as operator of the
                                     Euroclear System]

                                              or

                                    [CLEARSTREAM BANKING, S.A.]

                                    By: _________________________

                                      B-2