<PAGE>




                                                                     EXHIBIT 4.6




                                    INDENTURE



                                     BETWEEN



                       THE GOODYEAR TIRE & RUBBER COMPANY



                                       AND



                              JPMORGAN CHASE BANK,
                                   AS TRUSTEE


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


                            DATED AS OF JUNE 15, 2002


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


                          SUBORDINATED DEBT SECURITIES




<PAGE>





                       THE GOODYEAR TIRE & RUBBER COMPANY
                 Certain Sections of This Indenture Relating to
                 ----------------------------------------------
                   Sections 310 Through 318, Inclusive, of the
                   -------------------------------------------
                          Trust Indenture Act of 1939.
                          ----------------------------


Trust Indenture Act Section                           Indenture Section
---------------------------                           -----------------

   310        (a)(1)                                            6.09
              (a)(2)                                            6.09
              (a)(3)                                       Not Applicable
              (a)(4)                                            6.08
              (b)                                               6.11

   311             (a)                                          6.13
                   (b)                                          6.13

   312             (a)                                          7.01
                                                               7.02(a)
                   (b)                                         7.02(b)
                   (c)                                         7.02(c)

   313             (a)                                         7.03(a)
                   (b)                                         7.03(a)
                   (c)                                         7.03(a)
                   (d)                                         7.03(b)

   314             (a)                                          7.04
                 (a)(4)                                         1.01
                                                                10.05
                   (b)                                     Not Applicable
                 (c)(1)                                         1.02
                 (c)(2)                                         1.02
                 (c)(3)                                    Not Applicable
                   (d)                                     Not Applicable
                   (e)                                          1.02
   315             (a)                                          6.01
                   (b)                                          6.02
                   (c)                                          6.01
                   (d)                                          6.01
                   (e)                                          5.14

   316             (a)                                          1.01
                (a)(1)(A)                                       5.02
                                                                5.12
                (a)(2)(B)                                       5.13
                 (a)(2)                                    Not Applicable
                   (b)                                          5.08
                   (c)                                         1.04(c)

<PAGE>



   317           (a)(1)                                         5.03
                 (a)(2)                                         5.04
                   (b)                                          10.04

   318             (a)                                          1.07


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


<PAGE>




                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----


                                                ARTICLE ONE

                                     DEFINITIONS AND OTHER PROVISIONS
                                          OF GENERAL APPLICATION

<S>               <C>                                                                                   <C>
SECTION 1.01.     Definitions............................................................................1
SECTION 1.02.     Compliance Certificates and Opinions...................................................6
SECTION 1.03.     Form of Documents Delivered to Trustee.................................................7
SECTION 1.04.     Acts of Holders; Record Dates..........................................................7
SECTION 1.05.     Notices, etc., to Trustee and Company..................................................9
SECTION 1.06.     Notice to Holders; Waiver..............................................................9
SECTION 1.07.     Conflict with Trust Indenture Act......................................................9
SECTION 1.08.     Effect of Headings and Table of Contents..............................................10
SECTION 1.09.     Successors and Assigns................................................................10
SECTION 1.10.     Separability Clause...................................................................10
SECTION 1.11.     Benefits of Indenture.................................................................10
SECTION 1.12.     Governing Law.........................................................................10
SECTION 1.13.     Legal Holidays........................................................................10


                                                ARTICLE TWO

                                              SECURITY FORMS


SECTION 2.01.     Forms Generally.......................................................................10
SECTION 2.02.     Form of Face of Security..............................................................11
SECTION 2.03.     Form of Reverse of Security...........................................................12
SECTION 2.04.     Form of Legend for Global Securities..................................................16
SECTION 2.05.     Form of Trustee's Certificate of Authentication.......................................16



                                               ARTICLE THREE

                                              THE SECURITIES


SECTION 3.01.     Amount of Securities Issuable Unlimited; Issuable in Series...........................16
SECTION 3.02.     Denominations.........................................................................19
SECTION 3.03.     Execution, Authentication, Delivery and Dating........................................19
SECTION 3.04.     Temporary Securities..................................................................20
SECTION 3.05.     Registration, Registration of Transfer and Exchange...................................20
SECTION 3.06.     Mutilated, Destroyed, Lost and Stolen Securities......................................22
SECTION 3.07.     Payment of Interest; Interest Rights Preserved........................................23
SECTION 3.08.     Persons Deemed Owners.................................................................23
SECTION 3.09.     Cancellation..........................................................................24
SECTION 3.10.     Computation of Interest...............................................................24
</TABLE>


                                      (i)

<PAGE>




<TABLE>
<CAPTION>
                                               ARTICLE FOUR

                                        SATISFACTION AND DISCHARGE

<S>               <C>                                                                                   <C>
SECTION 4.01.     Satisfaction and Discharge of Indenture...............................................24
SECTION 4.02.     Application of Trust Money............................................................25



                                               ARTICLE FIVE

                                                 REMEDIES


SECTION 5.01.     Events of Default.....................................................................25
SECTION 5.02.     Acceleration of Maturity; Rescission and Annulment....................................26
SECTION 5.03.     Collection of Indebtedness and Suits for Enforcement by Trustee.......................27
SECTION 5.04.     Trustee May File Proofs of Claim......................................................27
SECTION 5.05.     Trustee May Enforce Claims Without Possession of Securities...........................28
SECTION 5.06.     Application of Money Collected........................................................28
SECTION 5.07.     Limitation on Suits ..................................................................28
SECTION 5.08.     Unconditional Right of Holders to Receive Principal,
                           Premium and Interest and to Convert..........................................29
SECTION 5.09.     Restoration of Rights and Remedies....................................................29
SECTION 5.10.     Rights and Remedies Cumulative........................................................29
SECTION 5.11.     Delay or Omission Not Waiver..........................................................29
SECTION 5.12.     Control by Holders....................................................................29
SECTION 5.13.     Waiver of Past Defaults ..............................................................30
SECTION 5.14.     Undertaking for Costs.................................................................30
SECTION 5.15.     Waiver of Usury, Stay or Extension Laws...............................................30



                                                ARTICLE SIX

                                                THE TRUSTEE

SECTION 6.01.     Certain Duties and Responsibilities...................................................30
SECTION 6.02.     Notice of Defaults....................................................................31
SECTION 6.03.     Certain Rights of Trustee.............................................................31
SECTION 6.04.     Not Responsible for Recitals or Issuance of Securities................................32
SECTION 6.05.     May Hold Securities...................................................................32
SECTION 6.06.     Money Held in Trust...................................................................32
SECTION 6.07.     Compensation and Reimbursement........................................................33
SECTION 6.08.     Disqualification; Conflicting Interests...............................................33
SECTION 6.09.     Corporate Trustee Required; Eligibility...............................................33
SECTION 6.10.     Resignation and Removal; Appointment of Successor.....................................33
SECTION 6.11.     Acceptance of Appointment by Successor................................................35
SECTION 6.12.     Merger, Conversion, Consolidation or Succession to Business...........................35
SECTION 6.13.     Preferential Collection of Claims Against Company.....................................36
SECTION 6.14.     Appointment of Authenticating Agent...................................................36
</TABLE>


                                      (ii)

<PAGE>

<TABLE>
<CAPTION>
                                               ARTICLE SEVEN

                                        HOLDERS' LISTS AND REPORTS
                                          BY TRUSTEE AND COMPANY


<S>               <C>                                                                                   <C>
SECTION 7.01.     Company to Furnish Trustee Names and Addresses of Holders.............................37
SECTION 7.02.     Preservation of Information; Communications to Holders................................37
SECTION 7.03.     Reports by Trustee....................................................................37
SECTION 7.04.     Reports by Company....................................................................38



                                               ARTICLE EIGHT

                                    CONSOLIDATION, MERGER, CONVEYANCE,
                                             TRANSFER OR LEASE


SECTION 8.01.     Company May Consolidate, etc., Only on Certain Terms..................................38
SECTION 8.02.     Successor Corporation to be Substituted...............................................38
SECTION 8.03.     Opinion of Counsel to be Given Trustee................................................39



                                               ARTICLE NINE

                                          SUPPLEMENTAL INDENTURES


SECTION 9.01.     Supplemental Indentures Without Consent of Holders....................................39
SECTION 9.02.     Supplemental Indentures With Consent of Holders.......................................40
SECTION 9.03.     Execution of Supplemental Indentures..................................................40
SECTION 9.04.     Effect of Supplemental Indentures.....................................................41
SECTION 9.05.     Conformity with Trust Indenture Act...................................................41
SECTION 9.06.     Reference in Securities to Supplemental Indentures....................................41
SECTION 9.07.     Subordination Unimpaired..............................................................41


                                                ARTICLE TEN

                                                 COVENANTS


SECTION 10.01.    Payment of Principal, Premium and Interest............................................41
SECTION 10.02.    Maintenance of Office or Agency.......................................................41
SECTION 10.03.    Vacancy in the Office of Trustee......................................................42
SECTION 10.04.    Money for Securities Payments to be Held in Trust.....................................42
SECTION 10.05.    Existence.............................................................................42
SECTION 10.06.    Statement by Officers as to Default...................................................43
SECTION 10.07.    Waiver of Certain Covenants...........................................................43
</TABLE>


                                     (iii)

<PAGE>




<TABLE>
<CAPTION>
                                              ARTICLE ELEVEN

                                         REDEMPTION OF SECURITIES

<S>            <C>                                                                                      <C>
SECTION 11.01. Applicability of Article.................................................................43
SECTION 11.02. Election to Redeem; Notice to Trustee....................................................43
SECTION 11.03. Selection by Trustee of Securities to be Redeemed........................................43
SECTION 11.04. Notice of Redemption.....................................................................44
SECTION 11.05. Deposit of Redemption Price..............................................................44
SECTION 11.06. Securities Payable on Redemption Date....................................................44
SECTION 11.07. Securities Redeemed in Part..............................................................45



                                              ARTICLE TWELVE

                                               SINKING FUNDS


SECTION 12.01. Applicability of Article.................................................................45
SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities....................................45
SECTION 12.03. Redemption of Securities for Sinking Fund................................................45



                                             ARTICLE THIRTEEN

                                    DEFEASANCE AND COVENANT DEFEASANCE


SECTION 13.01. Applicability of Article; Company's Option to Effect
                    Defeasance or Covenant Defeasance...................................................46
SECTION 13.02. Defeasance and Discharge.................................................................46
SECTION 13.03. Covenant Defeasance......................................................................46
SECTION 13.04. Conditions to Defeasance or Covenant Defeasance..........................................47
SECTION 13.05. Deposited Money and U.S. Government Obligations to be
                    Held in Trust; Other Miscellaneous Provisions.......................................49
SECTION 13.06. Reinstatement............................................................................49


                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES


SECTION 14.01. Securities Subordinate to Senior Indebtedness............................................49
SECTION 14.02. No Payment on Securities if Senior Indebtedness in Default...............................50
SECTION 14.03. Priority of Senior Indebtedness..........................................................50
SECTION 14.04  Payment Permitted in Certain Situations..................................................52
SECTION 14.05. Notice to Trustee of Facts Prohibiting Payment and Certain Events;
                  Reliance by Trustee...................................................................53
SECTION 14.06. Trustee Not Fiduciary to Holders of Senior Indebtedness .................................54
SECTION 14.07. Trustee and Holders of Securities May Rely on Certificate of
                  Liquidating Agent; Trustee May Require Further Evidence as to
                  Ownership of Senior Indebtedness......................................................54
SECTION 14.08. Subrogation of Securities................................................................54
</TABLE>


                                      (iv)

<PAGE>





<TABLE>
<S>            <C>                                                                                      <C>
SECTION 14.09. Trustee to Effectuate Subordination......................................................55
SECTION 14.10. No Waiver of Subordination Provisions....................................................55
SECTION 14.11. Company Obligation to Pay Unconditional..................................................55
SECTION 14.12. Rights of Trustee as Holder of Senior Indebtedness.......................................55
SECTION 14.13. Article Applicable to Paying Agents......................................................55
SECTION 14.14. Subordination Rights Not Impaired by Acts or Omissions of the Company
                  or Holders of Senior Indebtedness.....................................................56
SECTION 14.15. All Indenture Provisions Subject to this Article.........................................56


                                              ARTICLE FIFTEEN

                                    IMMUNITY OF SHAREHOLDERS, OFFICERS
                                               AND DIRECTORS


SECTION 15.01. Exemption from Individual Liability......................................................56


Testimonium.............................................................................................57
Signatures and Seals....................................................................................57
Acknowledgements........................................................................................58
</TABLE>


NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.


                                       (v)

<PAGE>


         INDENTURE dated as of June 15, 2002, between THE GOODYEAR TIRE & RUBBER
COMPANY, a corporation duly organized and existing under the laws of the State
of Ohio (herein called the "Company"), having its principal offices at 1144 East
Market Street, Akron, Ohio 44316-0001, and JPMORGAN CHASE BANK, a banking
corporation duly organized and existing under the laws of the State of New York,
as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

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

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


                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

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

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

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

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

                  (d) Unless the context otherwise requires, any reference to an
         "Article" or "Section" refers to an Article or a Section, as the case
         may be, of this Indenture; and

                  (e) 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.

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

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this




                                       1
<PAGE>


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

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

                  "Board of Directors" means either the Board of Directors of
the Company or any duly authorized committee of that board or any directors or
officers of the Company to whom such board of directors shall have delegated its
authority to act hereunder.

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

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

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

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

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

                  "Company Sale" has the meaning specified in Section 8.01.

                  "Consolidated Assets of the Company and Subsidiaries" means,
as at the date as of which any determination is being or to be made, the total
consolidated assets of the Company and Subsidiaries as shown on the consolidated
balance sheet of the Company for the then most recently ended fiscal quarter of
the Company (as such consolidated balance sheet is filed with the Securities and
Exchange Commission pursuant to the Exchange Act).

                  "Consolidated Subsidiary" means, as at the date as of which
any determination is being or to be made, each Subsidiary included in the
Company's consolidated statement of income and consolidated balance sheet for
the then most recently completed fiscal quarter of the Company.

                  "Corporate Trust Office" means the office of the Trustee in
the Borough of Manhattan, the City of New York, at which at any particular time
its corporate trust business shall be principally administered.

                  "corporation" means a corporation, association, company,
limited liability company, joint-stock company or business trust.

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



                                       2
<PAGE>


                  "Defeasible Covenant" has the meaning specified in Section
13.03.

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

                  "Dollars", "dollars", "U.S.$", or "$" shall mean lawful money
of the United States of America.

                  "Dollar Equivalent" shall mean, in respect of any amount of
any currency, and as at the date and time as of which any determination thereof
is being or to be made, that number of Dollars into which such amount of
currency may be converted on such date, which shall be equal to the product of
(a) the principal amount of such currency (expressed in standard units of such
currency) multiplied by (b) the prevailing spot rate for exchanging such
currency into Dollars as quoted on page "Spot" of the Reuter System (or on a
comparable page of the Telerate System or the Bloomberg Business Information
System) as at such date and time as of which the determination of Dollar
Equivalent is being or to be made, or, if no rate is quoted in respect of such
currency on the Reuter System (or the Telerate System or the Bloomberg Business
Information System, as applicable) display designated page "Spot" (or such
comparable page, as applicable) as at such date and time, the prevailing spot
rate for exchanging such currency into Dollars in the New York City foreign
currency exchange market (or, if a more substantial and liquid market for the
exchange of such currency, the London currency exchange market or the currency
exchange market in the principal financial center of such currency) as at such
date and time.

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

                  "Exchange Act" means the Securities Exchange Act of 1934 and
any successor act thereto, in each case as amended from time to time.

                  "Expiration Date" has the meaning specified in Section
1.04(c).

                  "Foreign Government Obligation" has the meaning specified in
Section 13.04.

                  "GAAP" means generally accepted accounting principles in the
United States.

                  "Global Security" means a Security bearing the legend
prescribed in Section 2.04 (or such legend as may be specified as contemplated
by Section 3.01 for such Securities) evidencing all or part of a series of
Securities, authenticated and delivered to the Depositary for such series or its
nominee and registered in the name of such Depositary or nominee.

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

                  "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 3.01.

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

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

                                       3
<PAGE>




                  "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.

                  "Notice of Default" means a written notice of the kind
specified in Section 5.01(d).

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, any President or any Vice President, the chief financial
officer or the chief accounting officer of the Company and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee. One of the officers signing an Officers' Certificate
given pursuant to Section 10.08 shall be the principal executive, financial or
accounting officer of the Company.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company.

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

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

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

                  (b) Securities for whose payment or redemption money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its own
         Paying Agent) for the Holders of such Securities; 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;

                  (c) Securities as to which defeasance has been effected
         pursuant to Section 13.02; and

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

provided, however, that, in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder, (i) the principal amount of an Original Issue Discount
Security that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof pursuant to Section
5.02, (ii) the principal amount of a Security denominated in one or more foreign
currencies or currency units shall be the Dollar Equivalent, determined in the
manner provided as contemplated by Section 3.01 on the date of original issuance
of such Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar Equivalent on the date of original issuance of
such Security of the amount determined as provided in (i) above) of such
Security and (iii) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee



                                       4
<PAGE>


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 any premium or interest on any Securities on behalf of
the Company.

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

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

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

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

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

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

                  "Responsible Officer", when used with respect to the Trustee,
means any officer in the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Indenture 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.

                  "Securities Act" means the Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time.

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

                  "Senior Indebtedness" means (a) the principal of premium, if
any, and interest on, any of the following, whether outstanding at the date
hereof or thereafter created, issued or assumed by the Company: (i) indebtedness
of the Company for money borrowed; (ii) obligations of the Company evidenced by
securities (other than the Securities), letters of credit or acceptances made or
issued by banks; (iii) obligations of the Company to pay the deferred purchase
price of property or services; (iv) obligations of the Company as lessee under
capitalized leases (as determined in accordance with GAAP) and under leases of
property made as a part of any sale and lease-back transaction; (v) obligations
under performance guarantees, support agreements and other similar agreements;
(vi) indebtedness of others of any of the kinds described in the preceding
clauses (i) through (v), inclusive, assumed or guaranteed by the Company; and
(vii) renewals, extensions, refundings, amendments and modifications of any



                                       5
<PAGE>


indebtedness and obligations of the Company or a successor company issued in
exchange for or as replacement of, any indebtedness or obligations of the kinds
described in the preceding clauses (i) through (vi), inclusive, or of the
instruments creating or evidencing such indebtedness or obligations; unless in
the case of any particular item o indebtedness or obligation, or any renewal,
extension or refunding thereof, the instrument creating or evidencing the same
or the assumption or guarantee thereof expressly provides that such item of
indebtedness or obligation, or any renewal, extension, refunding, amendment or
modification thereof, is not senior in right of payment to the Securities; and
(b) except to the extent otherwise expressly provided pursuant to, in accordance
with and as contemplated by, Section 3.01(21), all of the Company's other
general unsubordinated obligations and liabilities, including trade payables;
and (c) all amounts preferred by mandatory provisions of law.

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

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

                  "Subsidiary" means a Person (other than an individual or a
government or any agency or political subdivision thereof) more than 50% of the
outstanding voting interest of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries, or the Company, in accordance with GAAP, otherwise
consolidates as a Subsidiary of the Company.

                  "Successor Company" has the meaning specified in Section 8.01.

                  "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, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

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

                  "U.S. Government Obligations" has the meaning specified in
Section 13.04.

                  "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", but shall not
include any assistant vice president.

                  "Yield to Maturity", when used with respect to any Original
Issue Discount Security, means the yield to maturity, if any, set forth in the
prospectus supplement relating thereto, which shall be equal to the yield to
maturity, if any, set forth on the face of such Security.

                  SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act. Each
such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirements set forth in this Indenture.



                                       6
<PAGE>


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

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

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

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

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

                  SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any
case where several matters are required to be certified by, or covered by, an
opinion of any specified Person, such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in one or
several documents.

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

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

                  SECTION 1.04. ACTS OF HOLDERS; RECORD DATES. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

                  Without limiting the generality of the foregoing, a Holder,
including a Depositary that is a Holder of a Global Security, may make, give or
take, by a proxy, or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided or
permitted in this Indenture to be made, given or taken by Holders, and a
Depositary that is a Holder of a Global Security may provide its proxy or
proxies to the beneficial owners of interest in any such Global Security.



                                       7
<PAGE>


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

                  (c) The Company may, in the circumstances permitted by the
Trust Indenture Act, fix any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other Act, or to vote on any action, authorized or permitted by this Indenture
to be given, made or taken by Holders of Securities of such series, provided
that the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If not set
by the Company prior to the first solicitation of a Holder of Securities of such
series made by any Person in respect of any such action, or, in the case of any
such vote, prior to such vote, the record date for any such action or vote shall
be the 30th day (or, if later, the date of the most recent list of Holders
required to be provided pursuant to Section 7.01) prior to such first
solicitation or vote, as the case may be. With regard to any record date for
action to be taken by the Holders of one or more series of Securities, only the
Holders of Securities of such series on such date (or their duly designated
proxies) shall be entitled to give or take, or vote on, the relevant action. If
any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of any Outstanding Securities of the relevant series on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities of the relevant
series in the manner set forth in Section 1.06.

                  The Trustee may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 5.02, (iii) any request to institute
proceedings referred to in Section 5.07(b) or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 1.06.

                  With respect to any record date set pursuant to this Section,
the party hereto which set such



                                       8
<PAGE>


record date may designate any day as the "Expiration Date" and from time to time
may change the Expiration Date to any earlier or later day; provided that no
such change shall be effective unless notice of the proposed new Expiration Date
is given to the other party hereto in writing, and to each Holder of Securities
of the relevant series in the manner set forth in Section 1.06, on or prior to
the existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto which
set such record date shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject to
its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.

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

                  (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.

                  (f) Without limiting the foregoing, a Holder entitled
hereunder to give or take any action hereunder with regard to any particular
Security may do so with regard to all or any part of the principal amount of
such Security or by one or more duly appointed agents, each of which may do so
pursuant to such appointment with regard to all or any different part of such
principal amount.

                  SECTION 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with:

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

                  (b) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, or dispatched for delivery (prepaid by the sender) by an
         overnight courier service with written evidence of delivery required,
         to the Company addressed to it at the address of its principal office
         specified in the first paragraph of this instrument, marked "Attention:
         Office of the General Counsel", or at any other address previously
         furnished in writing to the Trustee by the Company.

                  SECTION 1.06. NOTICE TO HOLDERS; WAIVER. Where this Indenture
provides for any notice to Holders, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder entitled to receive such notice, at
his address as it appears in the Security Register, not later than the latest
date (if any), and not earlier than the earliest date (if any), prescribed for
the giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

                  SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT. If any
provision hereof limits, qualifies or



                                       9
<PAGE>


conflicts with a provision of the Trust Indenture Act that is required under
such Act to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

                  SECTION 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  SECTION 1.09. SUCCESSORS AND ASSIGNS. All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

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

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

                  SECTION 1.12. GOVERNING LAW. This Indenture and the Securities
shall be governed by and construed in accordance with the laws of the State of
New York.

                  SECTION 1.13. LEGAL HOLIDAYS. In any case where any Interest
Payment Date, Redemption Date or Stated Maturity of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities (other than a provision of 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.




                                   ARTICLE TWO

                                 SECURITY FORMS

                  SECTION 2.01. FORMS GENERALLY. The Securities of each series
shall be in substantially the form set forth in this Article, or in such other
form as shall be established by or pursuant to a Board Resolution or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistent herewith, be determined by the officers executing such Securities, as
evidenced by their execution of the Securities. If the form of Securities of any
series is established by action taken pursuant to a Board Resolution, a copy of
an appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

                  The Trustee's certificates of authentication shall be in
substantially the form set forth at Section 2.05.



                                       10
<PAGE>


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

                  SECTION 2.02.  FORM OF FACE OF SECURITY.

                  [Insert any legend required by the Internal Revenue Code and
the regulations thereunder.]

                       THE GOODYEAR TIRE & RUBBER COMPANY

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


CUSIP No.                                                             $
                                                                       ---------


                  THE GOODYEAR TIRE & RUBBER COMPANY, a corporation duly
organized and existing under the laws of the State of Ohio (herein called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to ______,
or registered assigns, the principal sum of [Dollars] [if other than Dollars,
substitute other currency units] on ______, ___ [if the Security is to bear
interest prior to Maturity, insert-, and to pay interest thereon from or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for], [semiannually] [if other than semi-annual interest at a fixed
rate, insert frequency of payment and payment dates] on _____ and _____  in
each year, commencing ___________, at [if the Security is to bear interest at a
fixed rate, insert- the rate of % per annum], [if the Security is to bear
interest at a rate determined with reference to one or more formula, refer to
description index below] until the principal hereof is paid or made available
for payment] [if applicable, insert-, and (to the extent that the payment of
such interest shall be legally enforceable) at [if the Security is to bear
interest at a fixed rate, insert- the rate of % per annum on any overdue
principal and premium and on any overdue installment of interest from the dates
such amounts are due until they are paid or made available for payment].
Interest shall be computed on the basis of [a 360-day year of 12 30-day months]
[if another basis of calculating interest is to be different, insert a
description of such method.] The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the ______ or  ______ (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully
provided in said Indenture].

                  [If the Securities are securities with respect to which the
principal of or any premium or interest on, may be determined with reference to
one or more indices or formulas, insert the text of such indices or formulas.]

                  [If the Security is not to bear interest prior to Maturity,
insert-- The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of __% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from




                                       11
<PAGE>


the date of such default in payment to the date payment of such principal has
been made or duly provided for. Interest on any overdue principal shall be
payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of % per annum (to the extent
that the payment of such interest shall be legally enforceable), which shall
accrue from the date of such demand for payment to the date payment of such
interest has been made or duly provided for, and such interest shall also be
payable on demand.]

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

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

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

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

Dated:                                      THE GOODYEAR TIRE & RUBBER COMPANY

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

[Seal]

Attest:

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


                  SECTION 2.03.  FORM OF REVERSE OF SECURITY.

                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of June 15, 2002 herein called the
"Indenture"), between the Company and JPMorgan Chase Bank, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert- limited in aggregate principal amount to
$ ]. [The Securities are unsecured[ general obligations of the Company].]

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




                                       12
<PAGE>


period beginning __________ of the years indicated,


            Year           Redemption               Year         Redemption
            ----              Price                 ----            Price
                           ----------                            ----------






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

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


         Year          Redemption Price          Redemption Price for
         ----          for Redemption            Redemption Otherwise
                       Through Operation         Than Through Operation
                       of the Sinking Fund       of the Sinking Fund
                       -------------------       -------------------




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

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

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



                                       13
<PAGE>


                  [If applicable, insert - The Securities are subject to
redemption, as a whole at any time or in part from time to time, at the sole
election of the Company, upon not less than 30 or more than 60 days notice by
mail to the Trustee at a Redemption Price equal to [ ].]

                  [If the Security is subject to redemption, insert--In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

                  [If applicable, insert--This Security is not subject to
redemption prior to maturity.]

                  [Insert paragraph regarding subordination of the Security.]

                  [If applicable, insert--The Indenture contains provisions for
defeasance at any time of [(a)] (the entire indebtedness evidenced by this
Security] [and (b)] [certain restrictive covenants and Events of Default with
respect to this Security,] [in each case] upon compliance by the Company with
certain conditions set forth in the Indenture, which provisions apply to this
Security.]

                  [If the Security is not an Original Issue Discount Security,
insert--If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.] [If applicable, insert - "Event of Default" means any one of the
events specified at clauses ________ and _______ of Section 5.01 of the
Indenture.]

                  [If the Security is convertible into other securities of the
Company, specify the conversion features.]

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

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

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



                                       14
<PAGE>


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

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

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

                  [If applicable, insert -- The Securities of this series are
issuable only in registered form without coupons in denominations of $_____ and
any integral multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.]

                  [If applicable, insert - The Securities of this series will be
represented by one or more global securities (collectively, the "Global
Security") registered in the name of The Depositary Trust Company, New York, New
York (the "Depositary"), or a nominee of the Depositary. So long as the
Depositary, or its nominee, is the registered holder and owner of this Global
Note, the Depositary or such nominee, as the case may be, will be considered the
sole owner and holder of the Notes for all purposes under the Indenture. The
Global Security may be transferred, in whole and not in part, only to the
Depositary or another nominee of the Depositary. The Depositary will credit, on
its book-entry registration and transfer system, the respective principal
amounts of the Notes represented by such Global Security to the accounts of
institutions that have accounts with the Depositary or its nominee
("participants"). Ownership of beneficial interests in a Global Security will be
shown on, and the transfer of those ownership interests will be effected
through, records maintained by the Depositary (with respect to participants'
interests) and such participants (with respect to the owners of beneficial
interests in such Global Security).]

                  [If applicable, insert - The Securities represented by this
Global Security are exchangeable for Securities in definitive form of like tenor
as such Global Security in denominations of $1,000 and in any greater amount
that is an integral multiple thereof if (i) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for this Global
Security or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, (ii) the
Company in its discretion at any time determines not to have all of the
Securities of this series represented by the Global Security and notifies the
Trustee thereof, or (iii) an Event of Default has occurred and is continuing
with respect to the Securities. Any Security that is exchangeable pursuant to
the preceding sentence is exchangeable only for Securities of this series.]

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



                                       15
<PAGE>


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

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

                  SECTION 2.04. FORM OF LEGEND FOR GLOBAL SECURITIES. Unless
otherwise specified as contemplated by Section 3.01 for the Securities evidenced
thereby, any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:

                  "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
       INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
       DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED,
       WHETHER IN WHOLE OR IN PART, TO, OR REGISTERED OR EXCHANGED FOR
       SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
       DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED,
       EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY
       SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR
       IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY
       SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES."

                  SECTION 2.05. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
The Trustee's certificates of authentication shall be in substantially the
following form:

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

                                                JPMORGAN CHASE BANK, as Trustee



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



                                  ARTICLE THREE

                                 THE SECURITIES

         SECTION 3.01. AMOUNT OF SECURITIES ISSUABLE UNLIMITED; ISSUABLE IN
SERIES. The aggregate principal amount of Securities which may be authenticated
and delivered on original issuance 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 3.03, set
forth, 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



                                       16
<PAGE>


applicable:

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

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

                  (3) the Person to whom any interest on a 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;

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

                  (5) the rate or rates (which may be fixed or variable) and/or
         the method of determination thereof at which the Securities of the
         series shall bear interest, if any, the date or dates from which such
         interest shall accrue, the Interest Payment Dates on which any such
         interest shall be payable and the Regular Record Date for any interest
         payable on any Interest Payment Date;

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

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

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

                  (9) any provision for the conversion or exchange of the
         Securities of the series, either at the option of the Holder thereof or
         the Company, into or for another security or securities of the Company,
         the security or securities into or for which, the period of periods
         within which, the price or prices, including any adjustments thereto,
         at which and the other terms and conditions upon which any Securties of
         the series shall be converted or exchanged, in whole or in part;

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

                  (11) if the currency, currencies or currency units in which
         payment of the principal of and any premium and interest on any
         Securities of the series shall be other than the currency of the United
         States of America, such currency, currencies or currency units and the
         manner of determining the equivalent thereof in the currency of the
         United States of America for purposes of the definition of
         "Outstanding" in Section 1.01;

                  (12) if the amount of payments of principal of or any premium
         or interest on any Securities of the series may be determined by
         reference to one or more indicies or a formula, the manner in which
         such amounts shall be determined;

                  (13) if the principal of or any premium or interest on any
         Securities of the series is to be payable,


                                       17
<PAGE>


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

                  (14) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series which shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 5.02;

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

                  (16) the application, if any, of either or both of Section
         13.02 and Section 13.03 to the Securities of the series;

                  (17) whether the Securities of the series shall be issuable in
         whole or in part in the form of one or more Global Securities and, in
         such case, the form of any legend or legends which shall be borne by
         any such Global Security or Global Securities in addition to or in lieu
         of the legend set forth in Section 2.04, the Depositary or Depositaries
         for such Global Security or Global Securities and any circumstances
         other than those set forth in Section 3.05 in which any such Global
         Security may be transferred to, and registered and exchanged for
         Securities registered in the name of, a Person other than the
         Depositary for such Global Security or a nominee thereof and in which
         any such transfer may be registered;

                  (18) if other than as specified in Section 5.01, the Events of
         Default applicable with respect to the Securities of the series;

                  (19) if other than as specified in Section 5.02, the Events of
         Default the occurrence of which would permit the declaration of the
         acceleration of maturity pursuant to Section 5.02;

                  (20) any addition to or change in the covenants set forth in
         Article Ten which applies to Securities of the series, and any other
         covenant or warranty included for the benefit of Securities of the
         series in addition to (and not inconsistent with) those included in
         this Indenture for the benefit of Securities of all series, or any
         other covenant or warranty included for the benefit of Securities of
         the series in lieu of any covenant or warranty included in this
         Indenture for the benefit of Securities of all series, or any provision
         that any covenant or warranty included in this Indenture for the
         benefit of Securities of all series shall not be for the benefit of
         Securities of such series, or any combination of such covenants,
         warranties or provisions;

                  (21) if applicable, that the subordination provisions of
         Article Fourteen shall apply to the Securities of the series or that
         any different subordination provisions, including a different
         definition of the term "Senior Indebtedness", shall apply to Securities
         of the series; and

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

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to the Board Resolution referred to above and (subject to Section
3.03) set forth, or determined in the manner provided, in the Officers'
Certificate referred to above or in



                                       18
<PAGE>


any such indenture supplemental hereto. All Securities of any one series need
not be issued at one time and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.

                  Unless otherwise provided with respect to the Securities of
any series, the Company, at its option, may pay the interest on the Securities
of any series that bears interest by mailing a check to the address of the
person entitled thereto at such address as shall appear in the Security
Register.

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

                  SECTION 3.02. DENOMINATIONS. The Securities of each series
shall be issuable in registered form without coupons in such denominations as
shall be specified as contemplated by Section 3.01. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such
series shall be issuable in denominations of $1,000 and any integral multiple
thereof.

                  SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.
The Securities shall be executed on behalf of the Company by its Chairman of the
Board, one of its Presidents 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 may be
manual or facsimile.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, in addition to the items required by
Section 1.02, and (subject to Section 6.01) shall be fully protected in relying
upon, an Opinion of Counsel stating:

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

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

                  (c) that such Securities, when authenticated and delivered by
       the Trustee and issued by the Company in the manner and subject to any
       conditions specified in such Opinion of Counsel, will constitute valid
       and legally binding obligations of the Company enforceable in accordance
       with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
       reorganization, moratorium and similar laws of general applicability
       relating to or affecting creditors' rights and to general equity
       principles and, if applicable, to provisions of law which may require
       that a judgment for money damages rendered by a court in the United
       States be expressed in United States Dollars.



                                       19
<PAGE>


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

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

                  Each Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature of an authorized officer, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.09, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

                  SECTION 3.04. TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.

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

                  SECTION 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND
EXCHANGE. The Company shall cause to the kept at the Corporate Trust Office a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed
"Security Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided.

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

                  At the option of the Holder, Securities of any series may be
exchanged for other Securities of the



                                       20
<PAGE>

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

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

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

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

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

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

                  The provisions of Clauses (1), (2), (3), (4) and (5) below
shall apply only to Global Securities:

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

                  (2) Notwithstanding any other provision in this Indenture, no
         Global Security may be exchanged in whole or in part for Securities
         registered, and no transfer of a Global Security in whole or in part
         may be registered in the name of any Person other than the Depositary
         for such Global Security or a nominee thereof unless (A) such
         Depositary (i) has notified the Company that it is unwilling or unable
         to continue as Depositary for such Global Security or (ii) has ceased
         to be a clearing agency registered under the Exchange Act, (B) there
         shall have occurred and be continuing an Event of Default with respect
         to such Global Security or (C) there shall exist such circumstances, if
         any, in addition to or in lieu of the foregoing as have been specified
         for this purpose as contemplated by Section 3.01.

                  (3) Subject to the provisions of Clause (2) above, the rights
         of holders of such Global Securities shall be exercised only through
         the Depositary and shall be limited to those established by law and
         agreements between such holders and the Depositary and or the
         Depositary participants. The initial Depositary will make book-entry
         transfers among the Depositary participants and receive and transmit



                                       21
<PAGE>


         distributions of principal and interest on the Global Securities to
         such Depositary participants. The Depositary may be treated by the
         Company and the Trustee, and any of their respective agents, employees,
         officers and directors, as the absolute owner of the Global Securities
         for all purposes whatsoever. Notwithstanding the foregoing, nothing in
         this Indenture shall prevent the Company and the Trustee, or any of
         their respective agents, from giving effect to any written
         certification, proxy or other authorization furnished by the
         Depositary, or shall impair the operation of customary practices
         governing the exercise of the rights of a holder of any Global
         Security. Subject to the foregoing provisions of this Section, any
         holder may grant proxies and otherwise authorize any person to take any
         action which a holder is entitled to take under this Indenture or the
         Global Securities.

                  (4) Subject to Clause (2) above, any exchange of a Global
         Security for other Securities may be made in whole or in part, and all
         Securities issued in exchange for a Global Security or any portion
         thereof shall be registered in such name as the Depositary for such
         Global Security shall direct.

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

                  Upon the occurrence in respect of any Global Security of any
series of any one or more of the conditions specified in clause (2) of the
preceding paragraph or such other conditions as may be specified as contemplated
by Section 3.01 for such series, such Global Security may be exchanged for
Securities registered in the names of, and the transfer of such Global Security
may be registered to, such Persons (including Persons other than the Depositary
with respect to such series and its nominees) as such Depositary shall direct.
Notwithstanding any other provision of this Indenture, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, any Global Security shall also be a Global Security and
shall bear the legend specified in Section 2.04 except for any Security
authenticated and delivered in exchange for, or upon registration of transfer
of, a Global Security pursuant to the preceding sentence.

                  SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN
SECURITIES. If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

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

                  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 issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits



                                       22
<PAGE>


of this Indenture equally and proportionately with any and all other Securities
of that series 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.

                  SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
Except as otherwise provided as contemplated by Section 3.01 with respect to any
series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

                  (a) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities of such series
         (or their respective Predecessor Securities) are registered at the
         close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security of such series and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this Clause provided. Thereupon the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment and not less than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall promptly notify the Company of such Special Record
         Date and, in the name and at the expense of the Company, shall cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to each Holder of Securities of such series at his address as it
         appears in the Security Register, not less than 10 days prior to such
         Special Record Date. Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been so mailed,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Securities of such series (or their respective Predecessor Securities)
         are registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following clause (b).

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

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

                  SECTION 3.08. PERSONS DEEMED OWNERS. Prior to due presentment
of a Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name such
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and any premium and (subject to Section 3.07)
any 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



                                       23
<PAGE>


agent of the Company or the Trustee shall be affected by notice to the contrary.

                  SECTION 3.09. CANCELLATION. All Securities surrendered for
payment, redemption, registration of transfer or exchange or for credit against
any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly canceled by it. The
Company may at any time deliver to the Trustee for cancellation any securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this section, except as expressly permitted by this
Indenture. All canceled Securities held by the Trustee shall be disposed of as
directed by a Company Order, which shall be effected consistent with such
Company Order in accordance with the standard procedures of the Trustee. The
Trustee shall deliver a certificate of each such disposal to the Company.

                  SECTION 3.10. COMPUTATION OF INTEREST. Except as otherwise
specified as contemplated by Section 3.01 for Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                  SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. This
Indenture shall upon Company Request cease to be of further effect (except as to
any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture when:

                  (a) either:

                           (i) all Securities theretofore authenticated and
                  delivered (other than (x) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 3.06 and (y) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 10.04) have been delivered to the Trustee
                  for cancellation; or

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

                                    (A) have become due and payable, or

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

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

                  and the Company, in the case of (A), (B) or (C) above, has
                  deposited or caused to be deposited with the Trustee as trust
                  funds in trust for the purpose an amount sufficient to pay and
                  discharge the entire indebtedness on such Securities not
                  theretofore delivered to the Trustee for cancellation, for
                  principal and any premium 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,



                                       24
<PAGE>


                  as the case may be;

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 6.07, the
obligations of the Trustee to any Authenticating Agent under Section 6.14 and,
if money shall have been deposited with the Trustee pursuant to subclause (ii)
of clause (a) of this Section, the obligations of the Trustee under Section 4.02
and the last paragraph of Section 10.04 shall survive.

                  SECTION 4.02. APPLICATION OF TRUST MONEY. Subject to the
provisions of the last paragraph of Section 10.04, all money deposited with the
Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for whose
payment such money has been deposited with the Trustee.


                                  ARTICLE FIVE

                                    REMEDIES

                  SECTION 5.01. EVENTS OF DEFAULT. "Event of Default", wherever
used herein with respect to Securities of any particular series, means any one
of the following events (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

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

                  (b) default in the due and punctual payment of the principal
         of (or premium, if any, on) any of the Securities of that series at
         Maturity; or

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

                  (d) failure on the part of the Company duly to observe or
         perform any of the covenants or agreements on the part of the Company
         set forth in the Securities of that series or in this Indenture (other
         than a covenant or agreement in respect of which a failure by the
         Company to duly observe or perform is specifically dealt with in this
         Section and other than those set forth exclusively in the terms of
         Securities of any series other than that series, or those which have
         been included in this Indenture for the benefit of Securities of any
         series other than that series), and the continuance of such failure 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 the
         Securities of that series at the time Outstanding, a written notice
         specifying such failure and requiring the same to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or



                                       25
<PAGE>


                  (e) the entry of a decree or order by a court having
         jurisdiction in the premises granting relief in respect of the Company
         in an involuntary case under any applicable Federal or state
         bankruptcy, insolvency, reorganization or other similar law adjudging
         the Company as being bankrupt or insolvent, or approving as properly
         filed a petition seeking reorganization, arrangement, adjustment or
         composition of or in respect of the Company under any applicable
         Federal or state law, or appointing a receiver, liquidator, custodian,
         assignee, trustee, sequestrator (or other similar official) of the
         Company, or of substantially all of its properties, or ordering the
         winding up or liquidation of the affairs of the Company, and the
         continuance of any such decree or order unstayed and in effect for a
         period of 90 consecutive days; or

                  (f) the institution by the Company of proceedings to be
         adjudicated as being bankrupt or insolvent, or the consent by the
         Company to the institution of bankruptcy or insolvency proceedings
         against it, or the filing by the Company of a petition or answer or
         consent seeking reorganization or relief under any applicable Federal
         or state bankruptcy, insolvency, reorganization or other similar law,
         or the consent by the Company to the filing of any such petition or to
         the appointment of a receiver, liquidator, custodian, assignee,
         trustee, sequestrator (or other similar official) of the Company, or of
         any substantial part of its properties, or the making by the Company of
         an assignment for the benefit of creditors, or the admission by the
         Company in writing of its inability to pay its debts generally as they
         become due, or the taking of corporate action by the Company in
         furtherance of any such action; or

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

                  SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND
ANNULMENT. If one or more of the Events of Default specified in Section 5.01
with respect to any particular series of Securities at the time Outstanding
shall have occurred and be continuing, then in each and every such case, unless
the principal of all the Securities of that series shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities of that series then Outstanding hereunder, by
notice in writing to the Company (and to the Trustee if given by Holders), may
declare the principal amount (or, if the Securities of that series are Original
Issue Discount Securities, such amount of principal as may be specified by the
terms of that series) of all the Securities of that series to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable.

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

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

                  (A) all overdue interest on all Securities of that series,

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

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

                  (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 other amounts due to Trustee under
         Section 6.07;


                                       26
<PAGE>


                  and

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

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


                  SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE. The Company covenants that if:

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

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

the Company will, upon written demand of the Trustee, pay to it, for the benefit
of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium 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, and other amounts due to Trustee under
Section 6.07.

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

                  SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of any
judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have claims of the
Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized:

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) 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




                                       27
<PAGE>

it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.07.

                  No provision of this Indenture 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;
provided, however, that the Trustee may vote on behalf of the Holders for the
election of a trustee in bankruptcy or similar official and may be a member of a
creditors' or other similar committee.

                  SECTION 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and for any
other amounts due the Trustee under Section 6.07, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

                  SECTION 5.06. APPLICATION OF MONEY COLLECTED. Any money
collected by the Trustee pursuant to this Article shall 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 any premium or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

                  (a) First: To the payment of all amounts due the Trustee under
         Section 6.07;

                  (b) Second: To the holders of Senior Indebtedness as provided
         in Article Fourteen;

                  (c) Third: Subject to Article Fourteen, to the payment of the
       amounts then due and unpaid for principal of and any premium and interest
       on the Securities in respect of which or for the benefit of which such
       money has been collected, ratably, without preference or priority of any
       kind, according to the amounts due and payable on such Securities for
       principal and any premium and interest, respectively; and

                  (d) Fourth: To the Company or any other Person or Persons
         entitled thereto.

                  SECTION 5.07. LIMITATION ON SUITS. No Holder of any Security
of any series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless

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

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

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

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



                                       28
<PAGE>



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

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

                  SECTION 5.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM AND INTEREST AND TO CONVERT. Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of and
any premium and (subject to Section 3.07) any interest on such Security on the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and, if applicable, to convert such Security
in accordance with the provisions of the Security of that series specified
pursuant to Section 3.01(9) and to institute suit for the enforcement of any
such payment and, if applicable, right to convert, and such rights shall not be
impaired without the consent of such Holder.

                  SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

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


                  SECTION 5.11. DELAY OR OMISSION NOT WAIVER. No delay or
omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.


                  SECTION 5.12. CONTROL BY HOLDERS. The Holders of a majority in
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series, provided that: (a)
such direction shall not be in conflict with any rule of law or with this
Indenture; and (b) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.


                                       29
<PAGE>


                  SECTION 5.13. WAIVER OF PAST DEFAULTS. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
may on behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default: (a) in the payment of the principal of or any premium or interest on
any Security of such series, or (b) in respect of a covenant or provision hereof
which under Article Nine cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected.

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

                  SECTION 5.14. UNDERTAKING FOR COSTS. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit in the manner and to the extent provided in the Trust
Indenture Act, having due regard to the merits and good faith of the claims or
defenses made by such party; provided that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company.

                  SECTION 5.15. WAIVER OF USURY, 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 usury, 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.


                                   ARTICLE SIX

                                   THE TRUSTEE

                  SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES. The duties
and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act. The Trustee, prior to the occurrence of an Event of Default and after the
curing or waiving of all Events of Default which may have occurred, undertakes
to perform such duties and only such duties as are specifically set forth in
this Indenture. In case an Event of Default to the actual knowledge of a
Responsible Officer of the Trustees has occurred, has not been waived and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

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

                  (a) prior to the occurrence of an Event of Default and after
         the curing or waiving of all such Events of Default which may have
         occurred;

                  (i) the duties and obligations of the Trustee shall be
         determined solely by the express provisions of this Indenture, and the
         Trustee shall not be liable except for the performance of such duties
         and obligations as are specifically set forth in this Indenture, and no
         implied covenants or obligations



                                       30
<PAGE>


         shall be read into this Indenture against the Trustee; and

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

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

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

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

                  This Section is in furtherance of and subject to Sections 315
and 316 of the Trust Indenture Act.

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

                  SECTION 6.02. NOTICE OF DEFAULTS. If, to the knowledge of the
Trustee, a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
5.01(d) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

                  SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE. Subject to the
provisions of Section 6.01:

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

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

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



                                       31
<PAGE>


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

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

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

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

                  (h) the Trustee shall not be charged with knowledge of any
         default or Event of Default with respect to the Securities of any
         series for which it is acting as Trustee unless either (1) a
         Responsible Officer shall have actual knowledge of such default or
         Event of Default or (2) written notice of such default or Event of
         Default shall have been given to the Trustee by the Company or any
         other obligor on such Securities or by any Holder of such Securities;

                  (i) in the even the Trustee also acts as Paying Agent,
         Authenticating Agent or Security Registrar in respect of Securities of
         any series issued hereunder, the rights and protections afforded the
         Trustee pursuant to this Indenture shall also be afforded the Trustee
         pursuant to this Indenture shall also be afforded to the Trustee acting
         in its capacity as Paying Agent, Authenticating Agent or Security
         Registrar;

                  (j) if the Trustee incurs expenses or renders services in
         connection with an Event of Default specified in Section 5.01(e) or
         Section 5.01(f), such expenses and the compensation for such services
         and intended to constitute expenses of administration under any
         bankruptcy or governing law; and

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

                  SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES. The recitals contained in this Indenture and in the Securities,
except the Trustee's certificates of authentication, shall be taken as the
statements of the Company, and the Trustee or any Authenticating Agent assumes
no responsibility for their correctness. Neither the Trustee nor the
Authenticating Agent makes any representation as to the validity or sufficiency
of this Indenture or of the Securities. The Trustee or any Authenticating Agent
shall not be accountable for the use or application by the Company of Securities
or the proceeds thereof.

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




                                       32
<PAGE>


Registrar or such other agent.

                  SECTION 6.06. MONEY HELD IN TRUST. Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed in writing with the
Company.

                  SECTION 6.07. COMPENSATION AND REIMBURSEMENT. The Company
agrees: (a) to pay to the Trustee from time to time reasonable compensation for
all services rendered by it hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust); (b) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and (c) to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.

                  As security for the performance of the obligations of the
Company under this Section 6.07, the Trustee shall have a lien prior to the
Securities upon all funds held by the Trustee as such, except for funds held in
trust for the payment of the principal of, and interest, premium and other
amounts on, the Securities. The provisions of this Section 6.07 shall survive
the resignation or removal of the Trustee and the termination of this Indenture.

                  SECTION 6.08. DISQUALIFICATION; CONFLICTING INTERESTS. If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture. To the extent permitted by the Trust
Indenture Act, the Trustee shall not be deemed to have a conflicting interest by
virtue of being a trustee under this Indenture with respect to Securities of
more than one series or by virtue of being the trustee under that certain
indenture, dated as of March 15, 1996, between the Company and the Trustee under
which the Company's 6 5/8% Notes due 2006, 7% Notes due 2028 and 6 3/8% Notes
due 2008 were issued and are outstanding and the trustee under that certain
indenture, dated as of March 1, 1999, between the Company and the Trustee under
which the Company's 8.125% Notes due 2003, 8.50% Notes due 2007 and 7.857% Notes
due 2011 were issued and are outstanding or that certain indenture dated June 1,
2002.

                  SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There
shall at all times be a Trustee hereunder which shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000 and its Corporate Trust Office is in
the Borough of Manhattan, New York, New York, or, with the written consent of
the Company, the United States or any State or Territory thereof or the District
of Columbia, and subject to supervision or examination by Federal or State
authority. If such Person 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 Person 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, with respect to the Securities of any series, cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

                  SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR. (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.



                                       33
<PAGE>


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

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

                  (d)  If at any time:

                  (1) the Trustee shall fail to comply with Section 6.08 after
       written request therefor by the Company or by any 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 6.09
       and shall fail to resign after written request therefor by the Company or
       by any such Holder, or

                  (3) the Trustee shall become incapable of acting or shall be
       adjudged as being 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
       purposes 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 5.14, 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.

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

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


                                       34
<PAGE>


                  SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

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

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

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

                  (e) No Trustee hereunder shall be liable for the acts or
omissions of any successor Trustee.

                  SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.



                                       35
<PAGE>


                  SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
COMPANY. If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

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

                  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or 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 mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

                  The 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
alternative certificate of authentication in the following form:

                           This is one of the Securities of the series
designated therein referred to


                                       36
<PAGE>


in the within-mentioned Indenture.

                                    JPMORGAN CHASE BANK, as Trustee

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

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


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES
OF HOLDERS. The Company will furnish or cause to be furnished to the Trustee:

                  (a) semi-annually, not later than 15 days after each Regular
       Record Date for each series of Securities at the time outstanding, a list
       for each series of Securities, in such form as the Trustee may reasonably
       require, of the names and addresses of the Holders of Securities of such
       series on such Regular Record Date (or on a date to be determined
       pursuant to Section 3.01 for any series of Original Issue Discount
       Securities); and

                  (b) at such other times as the Trustee may request in writing,
       within 15 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 10 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, if it is acting as such.

                  SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO
HOLDERS. (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar, if it is acting as such. The Trustee may destroy any list furnished
to it as provided in Section 7.01 upon receipt of a new list so furnished.

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

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

                  SECTION 7.03. REPORTS BY TRUSTEE. (a) The Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under
this Indenture as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto. To the extent that any such
report is required by the Trust Indenture Act with respect to any 12-month
period, such report shall cover the 12-month period ending May 15 and shall be
transmitted by the next succeeding July 15.



                                       37
<PAGE>



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

                  SECTION 7.04. REPORTS BY COMPANY. The Company shall file with
the Trustee and the Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to such Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS. Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other
Person, or successive consolidations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any
conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety to any other Person authorized to acquire and
operate the same (with each of the foregoing transactions referred to as a
"Company Sale"); provided, however, (a) the Person 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 (the "Successor Company") shall be a corporation,
shall be organized and validly existing under the laws of the United States of
America, any state thereof or the District of Columbia, and (b) the Company
hereby covenants and agrees that, as a condition precedent to any such
consolidation, merger, sale or conveyance, the due and punctual payment of the
principal of (and premium, if any) and interest, if any, on all of the
Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed by the Company shall be expressly assumed by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee, by
the Successor Company.

                  Nothing contained in this Indenture or in any of the
Securities shall prevent the Company from merging into itself any other Person
or acquiring by purchase or otherwise all or any part of the property of any
other Person.

                  SECTION 8.02. SUCCESSOR CORPORATION TO BE SUBSTITUTED. In case
of any such Company Sale, such Successor Company shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein
as the Company. Such Successor Company thereupon may cause to be signed, and may
issue either in its own name or in the name of The Goodyear Tire & Rubber
Company or in the name of any corporation which previously shall have become the
Company in accordance with the provisions of this Article any or all of the
Securities issuable hereunder, which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such Successor
Company instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver, any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such Successor Company thereafter shall cause to be signed
and delivered to the Trustee for that purpose; and, thereafter the predecessor
Person shall be relieved of all obligations and covenants under this Indenture
and the Securities. All of the Securities of a particular series so issued shall
in all respects have the same legal rank and benefit under this Indenture as the
Securities of such series theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date or the execution hereof.



                                       38
<PAGE>


                  SECTION 8.03. OPINION OF COUNSEL TO BE GIVEN TRUSTEE. The
Trustee, subject to Sections 6.01 and 6.03, may receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale or conveyance and
any such assumption complies with the provisions of this Article.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

                  SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS. Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

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

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

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

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

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

                  (f) to secure the Securities pursuant to the requirements of
         Section 10.05; or

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

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

                  (i) to make any provisions with respect to the conversion
         rights of Holders, including providing for the conversation of the
         Securities into any other security or securities of the Company; or

                  (j) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or



                                       39
<PAGE>


         questions arising under this Indenture, provided that such action
         pursuant to this clause (i) shall not adversely affect the interests of
         the Holders of Securities of any series in any material respect.

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

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

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

                  (c) modify any of the provisions of this Section or Section
         5.13 or Section 10.09, 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 10.09, or the deletion of this
         proviso, in accordance with the requirements of Sections 6.11(b) and
         9.01(h).

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

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

                  SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, in addition
to the documents required by Section 1.02, and (subject to Section 6.01) shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.


                                       40
<PAGE>



                  SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes, and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

                  SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.

                  SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL
INDENTURES. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                  SECTION 9.07. SUBORDINATION UNIMPAIRED. No provision in any
supplemental indenture that affects the superior position of the holders of
Senior Indebtedness shall be effective against the holders of Senior
Indebtedness.

                                   ARTICLE TEN

                                    COVENANTS

                  SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay or cause to be paid the principal of and any
premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture. Interest on Securities shall be
payable without presentment of such Securities and only to the registered
Holders thereof determined as provided in Section 3.07. The Company shall have
the right to require a Holder, in connection with the payment of the principal
of and any premium and interest on a Security, to present at the office or
agency of the Company at which such payment is made a certificate, in such form
as the Company may from time to time prescribe, to enable the Company to
determine its duties and liabilities with respect to any taxes, assessments or
governmental charges which it may be required to deduct or withhold therefrom
under any present or future law of the United States of America or of any state,
county, municipality or taxing or withholding authority therein, and the Company
shall be entitled to determine its duties and liabilities with respect to such
deduction or withholding on the basis of information contained in such
certificate or, if no such certificate shall be so presented, on the basis of
any presumption created by any such law and shall be entitled to act in
accordance with such determination.

                  SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY. So long as any
Securities remain outstanding, 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. 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, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

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



                                       41
<PAGE>


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

                  SECTION 10.03. VACANCY IN THE OFFICE OF TRUSTEE. The Company,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will
appoint, in the manner provided in Article Six, a Trustee, so that there shall
at all times be a Trustee hereunder.

                  SECTION 10.04. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN
TRUST. If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sum shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, prior to each due date of the principal of or
any premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

                  The Company shall cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (a) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (b)
during the continuance of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment in respect of the
Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

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

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

                  SECTION 10.05. 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 existence, rights (charter and statutory) and
franchises to carry on its business; provided, however, that nothing in this
Section 10.05 shall prevent (a) any



                                       42
<PAGE>


consolidation or merger of the Company, or any conveyance, transfer or lease of
its property and assets substantially as an entirety, permitted by Article
Eight, or (b) the liquidation or dissolution of the Company after such
conveyance, transfer or lease of its property and assets substantially as an
entirety permitted by Article Eight.


                  SECTION 10.06. STATEMENT BY OFFICERS AS TO DEFAULT. The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of Sections 10.01 to 10.05, inclusive, and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.


                  SECTION 10.07. WAIVER OF CERTAIN COVENANTS. Except as
otherwise specified as contemplated by Section 3.01 in respect of Securities of
such series, the Company may omit in any particular instance to comply with any
term, provision or condition set forth in any covenant provided pursuant to
Section 3.01(20), Section 9.01(b) or Section 9.01(g) with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, 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.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                  SECTION 11.01. APPLICABILITY OF ARTICLE. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this Article.

                  SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or in any other manner specified, as contemplated by Section 3.01 for
such Securities or series of Securities. In the case of any redemption at the
election of the Company of less than all the Securities of any series, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date, of the principal amount of Securities of
such series to be redeemed and, if applicable, of the tenor of the Securities to
be redeemed. In the case of any redemption of Securities prior to the expiration
of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

                  SECTION 11.03. SELECTION BY TRUSTEE OF SECURITIES TO BE
REDEEMED. If less than all the Securities of any series are to be redeemed in
accordance with this Article (unless all of the Securities of such series and of
a specified tenor 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, provided
that the unredeemed portion of the principal amount of any Security shall be in
an authorized denomination or a denomination larger than the minimum authorized
denomination for Securities of that series. If less than all of the Securities
of such series and of a specified tenor are to be redeemed, the particular
Securities to be redeemed shall



                                       43
<PAGE>


be selected not more than 60 days prior to the Redemption Date by the Trustee
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

                  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.

                  The provisions of the two preceding paragraphs shall not apply
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination for such Security.

                  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.

                  SECTION 11.04. NOTICE OF REDEMPTION. Notice of redemption
shall be given by first-class mail, postage prepaid, mailed not less than 30 nor
more than 60 days prior to the Redemption Date, to each Holder of Securities to
be redeemed, at his address appearing in the Security Register.

                  All notices of redemption shall state:

                           (a) the Redemption Date,

                           (b) the Redemption Price and accrued interest, if
                  any,

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

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

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

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

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

                  SECTION 11.05. DEPOSIT OF REDEMPTION PRICE. Prior to 11:00
a.m., New York City time, on any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 10.04) an
amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.

                  SECTION 11.06. SECURITIES PAYABLE ON REDEMPTION DATE. Notice
of redemption having been



                                       44
<PAGE>


given as aforesaid, the Securities so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption Price,
together with accrued interest to the Redemption Date; provided, however, that,
unless otherwise specified as contemplated by Section 3.01, installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, required as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.07.

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

                  SECTION 11.07. SECURITIES REDEEMED IN PART. Any Security which
is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Security Registrar so requires, due
endorsement by, or 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), and the Company shall execute, and the
Security Registrar shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series and of
like tenor, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.


                                 ARTICLE TWELVE

                                  SINKING FUNDS

                  SECTION 12.01. APPLICABILITY OF ARTICLE. The provisions of
this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section
3.01 for Securities of such series.

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

                  SECTION 12.02. SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES. The Company (1) may deliver outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the term of such Securities or through the application of
permitted optional sinking fund payments pursuant to the term of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the term 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.

                  SECTION 12.03. REDEMPTION OF SECURITIES FOR SINKING FUND. Not
less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers'



                                       45
<PAGE>


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 and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 12.02 and will also deliver to the Security Registrar any
Securities to be so delivered. Not less 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 11.03 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.04. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 11.05, 11.06 and 11.07.


                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 13.01. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO
EFFECT DEFEASANCE OR COVENANT DEFEASANCE. If pursuant to Section 3.01 provision
is made for either or both of (a) defeasance of the Securities of a series under
Section 13.02, or (b) covenant defeasance of the Securities of a series under
Section 13.03, then the provisions of such Section or Sections, as the case may
be, together with the other provisions of this Article Thirteen, shall be
applicable to the Securities of such series, and the Company may at any time
elect (such election to be evidenced by a Board Resolution), with respect to the
Securities of such series, either to effect such defeasance pursuant to Section
13.02 (if applicable) or to effect such covenant defeasance pursuant to Section
13.03 (if applicable) in respect of the Outstanding Securities of such series
upon compliance with the conditions set forth below in this Article Thirteen.

                  SECTION 13.02. DEFEASANCE AND DISCHARGE. Upon the Company's
exercise of the above option applicable to this Section, the Company shall be
deemed to have been discharged from its obligations with respect to the
Outstanding Securities of such series on and after the date the conditions
precedent 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 the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities 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
outstanding Securities of such series to receive, solely from the trust fund
described in Section 13.05 as more fully set forth in such Section, payments of
the principal of (and premium, if any) and interest on such Securities when such
payments are due, (B) the Company's obligations with respect to such Securities
under Sections 3.04, 3.05, 3.06, 10.02 and 10.04 and such obligations as shall
be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and
other provisions in respect of the Trustee hereunder and (D) this Article
Thirteen. Subject to compliance with this Article Thirteen, the Company may
exercise its option under this Section 13.02 notwithstanding the prior exercise
of its option under Section 13.03 with respect to the Securities of such series.
Following a defeasance, payment of the Securities of such series may not be
accelerated because of the occurrence and continuance of an Event of Default.

                  SECTION 13.03. COVENANT DEFEASANCE. Upon the Company's
exercise of the above option applicable to this Section and after the date the
conditions set forth below are satisfied, the Company shall be released from its
obligations under any additional or substitute covenant established with respect
to the Securities of any series pursuant to Section 3.01(20), Section 9.01(b) or
Section 9.01(g) if the Securities of such series have been determined pursuant
to Section 3.01 to be subject to this provision any such additional or
substitute covenant referred to herein as a "Defeasable Covenant", and the
occurrence of an event specified in Section 5.01(d) with respect to such
Defeasable Covenant shall not be deemed to be an Event of Default with respect
to the Outstanding Securities of such series (hereinafter, "covenant
defeasance"). For this purpose, such covenant defeasance means that, with
respect to the Outstanding Securities of such series, the Company may omit to
comply with and shall



                                       46
<PAGE>


have no liability in respect of any term, condition or limitation set forth in
any such Defeasable Covenant whether directly or indirectly by reason of any
reference elsewhere herein to any such Defeasable Covenant or by reason of any
reference in any such Defeasable Covenant to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby. Following a covenant defeasance, payment of the
Securities of such series may not be accelerated because of an Event of Default
specified in Section 5.01(e) or Section 5.01(f) or by reference to Section
5.01(d) and such Defeasable Covenant.

         SECTION 13.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions precedent to application of either Section
13.02 or Section 13.03 to the Outstanding Securities of such series:

                  (1) The Company shall irrevocably have deposited or caused to
      be deposited with the Trustee (or another trustee satisfying the
      requirements of Section 6.09 who shall agree to comply with the provisions
      of this Article Thirteen 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, (A) if the Securities of such series are denominated in
      Dollars, (i) money in an amount, or (ii) U.S. Government Obligations 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, money in an amount, or (iii) a combination
      thereof, sufficient, without reinvestment, 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, the principal of (and premium, if any) and interest on the
      Outstanding Securities of such series on the Maturity of such principal,
      premium, if any, or interest and any mandatory sinking fund payments or
      analogous payments applicable to the Outstanding Securities of such series
      on the due dates thereof, in accordance with the terms of this Indenture
      and such Securities, or (B) if the Securities of such series are
      denominated in a currency or currency unit other than Dollars, (i) money
      in such currency or currency units in an amount, or (ii) foreign
      government obligations that 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, money or such
      currency or currency unit in an amount, or (iii) a combination thereof, in
      each case sufficient, without reinvestment, 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, the principal of (and premium, if any) and interest on the
      Outstanding Securities of such series on the Maturity of such principal,
      premium, if any, or interest and any mandatory sinking fund payments or
      analogous payments applicable to the Outstanding Securities of such series
      on the due dates thereof, in accordance with the terms of this Indenture
      and such Securities. Before such a deposit, the Company may make
      arrangements satisfactory to the Trustee for the redemption of Securities
      at a future date or dates in accordance with Article Eleven, which shall
      be given effect in applying the foregoing. As used herein: (a) "U.S.
      Government Obligations" means securities that are (x) direct obligations
      of the United States of America for the payment of which its full faith
      and credit is pledged or (y) obligations of Persons



                                       47
<PAGE>


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

                  (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 the
      Securities of such series shall have occurred and be continuing (A) on the
      date of such deposit or (B) insofar as subsections 5.01(e) and (f) are
      concerned, at any time during the period ending on the 91st day after the
      date of such deposit or, if longer, ending on the day following the
      expiration of the longest preference period applicable to the Company in
      respect of such deposit (it being understood that the condition in this
      Clause (B) shall not be deemed satisfied until the expiration of such
      period).

                  (3) Such defeasance or covenant defeasance shall not (A) cause
      the Trustee for the Securities of such series to have a conflicting
      interest as defined in Section 6.08 or for purposes of the Trust Indenture
      Act with respect to any securities of the Company or (B) result in the
      trust arising from such deposit constituting, unless it is qualified as, a
      regulated investment company under the Investment Company Act of 1940, as
      amended.

                  (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 agreement or instrument to which the Company is a party or by
      which it is bound.

                  (5) Such defeasance or covenant defeasance shall not cause any
      Securities of such series then listed on any registered national
      securities exchange under the Exchange Act to be delisted.

                  (6) In the case of an election to have Section 13.02 apply to
      any Securities or any series of Securities, as the case may be, 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 the date of this
      Indenture there has been a change in the applicable Federal income tax
      law, in either case to the effect that, and based thereon such opinion
      shall confirm that, the Holders of the outstanding Securities of such
      series 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.

                  (7) In the case of an election under Section 13.03, the
      Company shall have delivered to the Trustee an Opinion of Counsel to the
      effect that the Holders of the Outstanding Securities 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.

                  (8) Such defeasance or covenant defeasance shall be effected
      in compliance with any additional terms, conditions or limitations which
      may be imposed on the Company in connection therewith pursuant to Section
      3.01.

                  (9) The Company shall have delivered to the Trustee an
      Officers' Certificate and an Opinion of Counsel, each stating that all
      conditions precedent provided for relating to either the defeasance under
      Section 13.02 or the covenant defeasance under Section 13.03, as the case
      may be, have been complied with.



                                       48
<PAGE>

                  SECTION 13.05. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS
TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions
of the last paragraph of Section 10.04, all money and U.S. Government
Obligations or Foreign Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (collectively, for
purposes of this Section 13.05, the "Trustee") pursuant to Section 13.04 in
respect of the Outstanding Securities of such series shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any Paying Agent (but
not including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money held in trust need not be segregated from other funds except to the extent
required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the money or U.S.
Government Obligations or Foreign Government Obligations deposited pursuant to
Section 13.04 or the principal and interest received in respect thereof other
than any tax, fee or other charge which by law is for the account of the Holders
of Outstanding Securities.

                  Anything herein to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations or Foreign Government Obligations held by
it as provided in Section 13.04 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, as the case may be, with respect to such Securities.

                  SECTION 13.06. REINSTATEMENT. If the Trustee or the Paying
Agent is unable to apply any money in accordance with Section 13.05 by reason of
any order or judgment or any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company's
obligations under this Indenture and the Securities of such series from which
the Company has been discharged or released pursuant to Section 13.02 or Section
13.03, as the case may be, shall be revived and reinstated as though no deposit
had occurred pursuant to this Article Thirteen with respect to such Securities,
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 13.05 with respect to such Securities in
accordance with this Article Thirteen; provided, however, that, if the Company
makes any payment of principal of (and premium, if any) or interest on any such
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money so held in trust by the Trustee or the Paying Agent.


                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES

         SECTION 14.01. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS. Except to
the extent otherwise specified pursuant to, or contemplated by, Section 3.01,
the Securities shall be subordinated to Senior Indebtedness as set forth in this
Article Fourteen and the Company covenants and agrees that the indebtedness
evidenced by the Securities of each series (and any coupons appurtenant thereto)
is subordinate and junior in right of payment to the prior payment in full of
all Senior Indebtedness to the extent provided in this Article Fourteen and that
all Securities issued under this Indenture shall be issued subject to the
provisions of this Article Fourteen. Each Holder (whether upon original issue or
upon the registration of transfer or exchange of) any Security issued under this
Indenture (or any coupons appurtenant thereto) covenant and agrees to be bound
by the provisions of this Article Fourteen. All Securities issued under this
Indenture shall, to the extent and in the manner set forth in this Article
Fourteen, be subordinate and junior in right of payment to the prior payment in
full of all Senior Indebtedness.



                                       49
<PAGE>


         The provisions of this Article Fourteen are made for the benefit of the
holders of Senior Indebtedness and such holders shall, at any time, be entitled
to enforce such provisions against the Company or any Holders of Securities.
Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of the provisions of this Article Fourteen irrespective of any
amendment, modification or waiver of any term of the Senior Indebtedness or
extension or renewal of the Senior Indebtedness.

         SECTION 14.02. NO PAYMENT ON SECURITIES IF SENIOR INDEBTEDNESS IN
DEFAULT. No payment (including any payment which may be payable by reason of the
payment of any other indebtedness of the Company being subordinated to the
payment of the Securities) on account of the principal of, and premium, if any,
and interest (and any additional amounts in respect thereof that may in
accordance with the terms thereof be due and payable) on, the Securities, or on
account of the purchase or other acquisition of Securities, shall be made unless
full payment of amounts then due for the principal of and premium, if any, and
interest (and any additional amounts in respect thereof that may in accordance
with the terms thereof be due and payable) on all Senior Indebtedness has been
made or duly provided for.

         Except to the extent otherwise specified pursuant to, or contemplated
by, Section 3.01, no payment (including the making of any deposit in trust with
the Trustee in accordance with Section Section 4.01, Section 10.04, Section
11.05 or Section 13.05) on account of the principal of, and the premium, if any,
and interest (and any additional amounts in respect thereof that may be due and
payable) on, the Securities of the series shall be made if, at the time of such
payment or immediately after giving effect thereto, there shall:

         (i) exist a default in the payment of the principal of, or premium, if
         any, or interest (and any additional amounts in respect thereof that
         may be due and payable) on, any Senior Indebtedness, or

         (ii) have occurred an Event of Default (other than a default in the
         payment of the principal of, or premium, if any, or interest (or any
         additional amounts in respect thereof that may be due and payable) on,
         any Senior Indebtedness, as defined thereon or in the instrument under
         which the same is outstanding, permitting the holders thereof to
         accelerate the maturity thereof) and such event of default shall not
         have been waived or shall not have ceased to exist.

The foregoing provision shall not prevent the Trustee from making payment on the
Securities from moneys or securities deposited with the Trustee pursuant to the
terms of Section 4.01, Section 10.04, Section 11.05 or Section 13.05 if at the
same time such deposit was made or immediately after giving effect thereto the
conditions in clause (i) or (ii) of this paragraph did not exist.

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
provisions of this Section 14.02, and if such fact shall, at or prior to the
time of such payment, have been made known to the Trustee or such Holder, as the
case may be, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

         SECTION 14.03. PRIORITY OF SENIOR INDEBTEDNESS. In the event that the
Company shall default in the payment of any principal of, or premium, if any, or
interest (or any additional amounts in respect thereof that may be due and
payable) on, any Senior Indebtedness when the same become due and payable,
whether at maturity or at a date fixed for prepayment or by declaration of
acceleration or otherwise, then, upon written notice of such default to the
Company by the holders of such Senior Indebtedness or any trustee therefor,
unless and until such default shall have been cured or waived or shall have
ceased to exist, no direct or indirect payment (in cash, property, securities,
by set-off or otherwise) shall be made or agreed to be made on account of the
principal of, or premium, if any, or interest (or any additional amounts in
respect thereof that may be due and payable) on, any of the Securities, or in
respect of any redemption, repayment, defeasance, retirement, purchase or other
acquisition of any of the Securities.

         In the event of



                                       50
<PAGE>


         (a) any insolvency, bankruptcy, receivership, liquidation,
         reorganization, readjustment, composition or other similar proceeding
         relating to the Company or its property, or

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

         (c) any assignment by the Company for the benefit of creditors, or

         (d) any other marshalling of the assets of the Company,

all Senior Indebtedness (including any interest thereon accruing after the
commencement of such proceedings) shall first be paid in full before any payment
or distribution, whether in cash, securities or other property, and shall be
made to any Holder of any of the Securities or coupons appurtenant thereto on
account thereof. Any payment or distribution, whether in cash, securities or
other property (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the securities, to the payment of
all Senior Indebtedness at the time outstanding and to any securities issued in
respect thereof under any such plan of reorganization or readjustment), which
would otherwise (but for these subordination provisions) be payable or
deliverable in respect of the Securities of any series or coupons appurtenant
thereto shall be paid or delivered directly to the holders of Senior
Indebtedness in accordance with the priorities then existing among such holders
until all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall have been paid in full. In the event
of any such proceeding, after payment in full of all sums owing with respect to
Senior Indebtedness, the Holders of the Securities and coupons appurtenant
thereto, together with the Holders of any obligations of the Company ranking on
a parity with the Securities, shall be entitled to be paid from the remaining
assets of the Company the amounts at the time due and owing on account of unpaid
principal, of and premium, if any and interest (and any additional amounts in
respect thereof that may be due and payable) on, the Securities and such other
obligations before any payment or other distribution, whether in cash, property
or otherwise, shall be made on account of any capital stock or any obligations
of the Company ranking junior to the Securities and such other obligations.
Senior Indebtedness shall not be deemed to have been paid in full unless the
holders thereof shall have received cash, securities or other property equal to
the amount of such Senior Indebtedness then outstanding.

         In the event that, notwithstanding the foregoing, any payment or
distribution on any character or any security, whether in cash, securities or
other property (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness at the time outstanding with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), shall be
received by the Trustee or any Holder in contravention of any of the terms
hereof such payment, distribution or security shall be received in trust for the
benefit of, and shall be paid over or delivered and transferred to, the holders
of the Senior Indebtedness at the time outstanding in accordance with the
priorities then existing among such holders for application to the payment of
all Senior Indebtedness remaining unpaid to the extent necessary to pay all such
Senior Indebtedness in full. In the event of the failure of the Trustee or any
Holder to endorse or assign any such payment, distribution or security, each
holder of Senior Indebtedness is hereby irrevocably authorized to endorse or
assign the same.

         No present or future holder of any Senior Indebtedness shall be
prejudiced in the right to enforce subordination of the indebtedness evidenced
by the Securities by any act or failure to act on the part of the Company.
Nothing contained herein shall impair, as between the Company and the Holders of
Securities of each series, the obligation of the Company to pay to such Holders
the principal of, and premium, if any, and interest (and any additional amounts
in respect thereof that may be due and payable) on, such Securities and coupons
appurtenant thereto or prevent the Trustee or the Holder from exercising all
rights, powers and remedies otherwise



                                       51
<PAGE>


permitted by applicable law or hereunder upon a default or Event of Default
hereunder, all subject to the rights of the holders of the Senior Indebtedness
to receive cash, securities or other property otherwise payable or deliverable
to the Holders.

         The Trustee and Holders will take such action (including without
limitation, the delivery of this Indenture to any agent for the holders of
Senior Indebtedness or consent to the filing of a financing statement with
respect hereto) as may, in the opinion of counsel designated by the holders of a
majority in principal amount of the Senior Indebtedness at the time outstanding,
be necessary or appropriate to assure the effectiveness of the subordination
effected by these provisions.

         The provisions of this Section 14.03 shall not impair any rights,
interests, remedies or powers of any secured creditors of the Company in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

         The securing of any obligation of the Company otherwise ranking on a
parity with the Securities or ranking junior to the Securities shall not be
deemed to prevent such obligations from constituting obligations ranking on a
parity with the Securities or ranking junior to the Securities, respectively.

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

         In the event that any Security is declared due and payable before its
stated maturity because of the occurrence of an Event of Default (under
circumstances when the provisions of the first paragraph of this Section 14.03
shall not be applicable), the holders of the Senior Indebtedness outstanding at
the time the Securities of such series so become due and payable because of such
occurrence of such an Event of Default shall be entitled to receive payment in
full of all principal of, and premium, if any, and interest (and any additional
amounts in respect thereof that may be due and payable) on, all Senior
Indebtedness or provisions shall be made for such payment in cash before the
holders of the Securities of such series are entitled to receive any payment
(including any payment which may be payable by reason of the payment of any
other indebtedness of the Company being subordinated to the payment of the
Securities) on account of the principal of, and premium, if any, and interest
(and any additional amounts in respect thereof that may be due and payable) on,
the Securities or on account of the purchase or other acquisition of Securities,
except that Holders of Securities of such series shall be entitled to receive
payments from moneys or securities deposited with the Trustee pursuant to the
terms of Section 4.01 if at the time of such deposit no Security of such series
had been declared due and payable before its expressed maturity because of the
occurrence of an Event of Default.

         Nothing in this Section 14.03 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.07.

         SECTION 14.04. PAYMENT PERMITTED IN CERTAIN SITUATIONS. Nothing
contained in this Article Fourteen or elsewhere in this Indenture, or in any of
the Securities, shall prevent (a) the Company at any time,




                                       52
<PAGE>


except during the pendency of any dissolution, winding-up, liquidation or
reorganization proceedings referred to in, or under the conditions described in,
Section 14.02 from making payments of the principal of, or premium, if any, or
interest (or any additional amounts in respect thereof that may be due and
payable) on, the Securities or (b) the application by the Trustee or any Paying
Agent of any moneys deposited with it hereunder to payments of the principal of,
or premium, if any, or interest (and any additional amounts in respect thereof
that may be due and payable) on, the Securities, if, at the time of such
deposit, the Trustee or such Paying Agent, as the case may be, did not have the
written notice provided for in Section 14.06 of any event prohibiting the making
of such deposit, or if, at the time of such deposit (whether or not in trust) by
the Company with the Trustee or any Paying Agent (other than the Company) such
payment would not have been prohibited by the provisions of this Article, and
the Trustee or any Paying Agent shall not be affected by any notice to the
contrary received by it on or after such date.

         SECTION 14.05. NOTICE TO TRUSTEE OF FACTS PROHIBITING PAYMENT AND
CERTAIN EVENTS; RELIANCE BY TRUSTEE. Anything in this Article Fourteen or
elsewhere in this Indenture contained to the contrary notwithstanding, the
Trustee shall not at any time be charged with knowledge of the existence of any
facts which would prohibit the making of any payment of money to or by the
Trustee and shall be entitled conclusively to assume that no such facts exist
and that no event specified in Section 14.02 has occurred, until the Trustee
shall have received an Officers' Certificate to that effect or notice in writing
to that effect signed by or on behalf of one or more of the holder or holders,
or their representatives, of Senior Indebtedness who shall have been certified
by the Company or otherwise established to the reasonable satisfaction of the
Trustee to be such holder or holders or representatives or from any trustee
under any indenture pursuant to which such Senior Indebtedness shall be
outstanding; provided, that, if prior to the second business day preceding the
date upon which any such moneys become due and payable for any purpose under the
terms of this Indenture (including, without limitation, the payment of the
principal of, or premium, if any, or interest or other amount, if any, on, any
Security), the Trustee shall not have received with respect to such moneys a
notice provided for in this Section 14.05, then anything herein to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
moneys and to apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary which may be received by it
on or after such day; and, provided, further, that nothing contained in this
Article Fourteen shall prevent conversions of the Securities in accordance with
the provisions of this Indenture. The Company shall give prompt written notice
to the Trustee and to the Paying Agent of any facts which would prohibit the
payment of money to or by the Trustees or any Paying Agent.

         The Company shall give prompt written notice to the Trustee of any
insolvency or bankruptcy proceedings, any receivership, liquidation,
reorganization under Title 11 of the United States Code or any other similar
applicable Federal or state law, or similar proceedings and any proceedings for
voluntary liquidation, dissolution or winding-up of the Company within the
meaning of this Article. The Trustee shall be entitled to assume that no such
event has occurred unless the Company or any one or more holders of Senior
Indebtedness or any trustee therefor has given such notice together with proof
satisfactory to the Trustee of such holding of Senior Indebtedness or the
authority of such trustee.

         Upon any payment or distribution of assets of the Company referred to
in this Article Fourteen, the Trustee, in the absence of its own negligence, bad
faith or willful misconduct, and any Holder of a Security shall be entitled to
rely conclusively upon a certificate of the receiver, trustee in bankruptcy,
liquidation trustee, agent or other person making such payment or distribution,
delivered to the Trustee or to the holders of Securities, for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Fourteen. In
the event that the Trustee determines, in good faith, that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article Fourteen, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, as to the extent to which such Person is entitled to
participate in such payment or distribution and as to other facts pertinent to
the rights of such person under this Article, and if such evidence is not
furnished, the trustee may defer any payment to such Person pending judicial
determination as



                                       53
<PAGE>


to the right of such Person to receive such payment.

         SECTION 14.06. TRUSTEE NOT FIDUCIARY TO HOLDERS OF SENIOR INDEBTEDNESS.
With respect to the holders of Senior Indebtedness, the Trustee undertakes to
perform or to observe only such covenants and obligations as are specifically
set forth in this Indenture and no implied covenants or obligations with respect
to holders of Senior Indebtedness shall be read into this Indenture against the
Trustee. The Trustee does not have, and shall not be deemed to owe, any
fiduciary duties to holders of Senior Indebtedness and shall not be liable to
any such holders if it shall in good faith pay over or distribute to holders of
Securities or the Company or any other Person, moneys or assets to which any
holder of Senior Indebtedness shall be entitled by virtue of this Article
Fourteen or otherwise.

         SECTION 14.07. TRUSTEE AND HOLDERS OF SECURITIES MAY RELY ON
CERTIFICATE OF LIQUIDATING AGENT; TRUSTEE MAY REQUIRE FURTHER EVIDENCE AS TO
OWNERSHIP OF SENIOR INDEBTEDNESS. Upon any payment or distribution of assets of
the Company referred to in this Article Fourteen, the Trustee and the Holders of
Securities shall be entitled to rely upon an order or decree made by any court
of competent jurisdiction in which such dissolution or winding-up or liquidation
or reorganization or arrangement proceedings are pending or upon a certificate
of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders, for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Fourteen. In the absence of any such bankruptcy trustee,
receiver, assignee or other Person, the Trustee shall be entitled to rely upon a
written notice by a Person representing himself or herself to be a holder of
Senior Indebtedness (or a trustee or representative on behalf of such holder) as
evidence that such person is a holder of such Senior Indebtedness (or is such a
trustee or representative). In the event that the Trustee determines, in good
faith, that further evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payments or
distributions pursuant to this Article Fourteen, the Trustee may request such
person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness held by such Person, as to the extent to which
such Person is entitled to participate in such payment or distribution, and as
to other facts pertinent to the rights of such Person under this Article
Fourteen, and if such evidence is not furnished, the Trustee may offer any
payment to such Person pending judicial determination as to the right of such
Person to receive payment.

         SECTION 14.08. SUBROGATION OF SECURITIES. Subject to the payment in
full of all Senior Indebtedness or the provision for such payment in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities of each series and coupons
appurtenant thereto, if any, shall be subrogated to the extent of the payments
or distributions made to the holders of such Senior Indebtedness pursuant to the
provisions of this Article Fourteen (equally and ratably with the holders of
indebtedness of the Company which by its express terms is subordinated to
indebtedness of the Company to substantially the same extent as the Securities
are subordinated to the Senior Indebtedness and is entitled to like rights of
subrogation) to the rights of the holders of Senior Indebtedness to receive
payments or distributions of assets of the Company made on the Senior
Indebtedness until the principal of, and premium, if any, and interest (and any
additional amounts in respect thereof that may be due and payable) on, the
Securities shall have been paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of Senior Indebtedness
of any cash, property or securities to which the Holders of the Securities or
the Trustee would be entitled except for the provisions of this Article
Fourteen, and no payment pursuant to the provisions of this Article Fourteen to
the holders of Senior Indebtedness by Holders of the Securities of any Series
(or of any coupons appurtenant thereto, or by the Trustee, shall, as between the
Company and its creditors other than the holders of Senior Indebtedness, on the
one hand, and the Holders of Securities, on the other hand, be deemed to be a
payment or distribution by the Company to or on account of Senior Indebtedness,
and no payments or distributions to the Trustee or the Holders of the Securities
of cash, property or securities payable or distributable to the holders of the
Senior Indebtedness to which the Trustee or the Holders of the Securities shall
become entitled pursuant to the provisions of this Section 14.08, shall, as
between the Company, its creditors other than the holders of a Senior
Indebtedness, on the one hand, and the



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<PAGE>


holders of the Securities, on the other hand, be deemed to be a payment by the
Company to the Holders of or on account of the Securities of such series.

         SECTION 14.09. TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of
Securities or coupons by such Holder's acceptance thereof authorizes and directs
the Trustee on such Holder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination as between such Holder and holders
of Senior Indebtedness as provided in this Article Fourteen and appoints the
Trustee its attorney-in-fact for any and all such purposes.

         SECTION 14.10. NO WAIVER OF SUBORDINATION PROVISIONS. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act, or failure to
act, in good faith by any such holder, or by any non-compliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.

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

         SECTION 14.11. COMPANY OBLIGATION TO PAY UNCONDITIONAL. The provisions
of this Article Fourteen are solely for the purpose of defining the relative
rights of the holders of Senior Indebtedness, on the one hand, and the Holders
of the Securities, on the other hand, and nothing herein or elsewhere in this
Indenture or in the Securities shall (i) impair, as between the Company and its
creditors, other than holders of Senior Indebtedness, on the one hand, and the
Holders of the Securities, on the other hand, the obligation of the Company,
which is unconditional and absolute (and which, subject to the rights under this
Article Fourteen of the holders of Senior Indebtedness, is intended to rank
equally with all other general obligations of the Company), to pay to the
Holders of the Securities the principal thereof, and premium, if any, interest
and any additional amounts with respect thereof that may be due and payable,
thereon, in accordance with the terms of the Securities and this Indenture; or
(ii) affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than the holders of the Senior
Indebtedness; or (iii) prevent the Holders of the Securities or the Trustee from
exercising all remedies otherwise permitted by applicable law or under the
Securities and this Indenture upon default under the Securities and this
Indenture, subject to the rights of holders of Senior Indebtedness under the
provisions of this Article Fourteen to receive cash, property or securities
otherwise payable or deliverable to the Holders of the Securities.

         SECTION 14.12. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS. The
Trustee shall be entitled to all the rights set forth in this Article Fourteen
with respect to any Senior Indebtedness which may at the time be held by it, to
the same extent as any other holder of Senior Indebtedness; provided that
nothing in this Article shall deprive the Trustee of any rights as such holder;
and, provided further, that nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.07.

         SECTION 14.13. ARTICLE APPLICABLE TO PAYING AGENTS. In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term "Trustee" as used in this Article
Fourteen shall in such case (unless the context shall otherwise require) be
construed as extending to an including such Paying Agent within its meaning as
fully for all intents and purposes as if the Paying Agent wee named in this
Article Fourteen in addition to or in place of the Trustee; provided, however,
that



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<PAGE>


Sections 14.05 and 14.12 shall not apply to the Company or any Affiliate of the
Company if the Company or such Affiliate acts as Paying Agent.

         SECTION 14.14. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS
OF THE COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS. No right of any present or
future holders of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof which any such holder may have or be otherwise charged with. The holders
of Senior Indebtedness may, at any time or from time to time and in their
absolute discretion, change the manner, place or terms of payment, change or
extend the time of payment of, or renew or alter, any such Senior Indebtedness,
or amend or supplement any instrument pursuant to which any such Senior
Indebtedness is issued or by such it may be secured, or release any security
therefor, or exercise or refrain from exercising any other of their rights under
the Senior Indebtedness including, without limitation, the waiver of default
thereunder, all without notice to or assent from the Holders of the Securities
or the Trustee and without affecting the obligations of the Company, the Trustee
or the Holders of the Securities under this Article Fourteen.

         SECTION 14.15. ALL INDENTURE PROVISIONS SUBJECT TO THIS ARTICLE.
Notwithstanding anything herein to the contrary, all provisions of this
Indenture shall be subject to the provisions of this Article Fourteen, so far as
the same may be applicable thereto.

                                 ARTICLE FIFTEEN

                            IMMUNITY OF SHAREHOLDERS,
                             OFFICERS AND DIRECTORS

         SECTION 15.01. EXEMPTION FROM INDIVIDUAL LIABILITY. No recourse under
or upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any shareholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or
indirectly 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, that no such
liability whatever shall attach to, or is or shall be incurred by, the
shareholders, officers or directors, as such, of the Company or of any successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom,
and that any and all such liability, either at common law or in equity or by
constitution or statute is hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issuance
of the 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.


                                       56
<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.


                                        THE GOODYEAR TIRE & RUBBER COMPANY

                                        By  /s/ Robert W. Tieken
                                          --------------------------------------
                                        Name:    Robert W. Tieken
                                        Title:   Executive Vice President
[Seal]

Attest:

/s/ C. Thomas Harvie
-----------------------------------
Name:    C. Thomas Harvie
Title:   Secretary


                                        JP MORGAN CHASE BANK

                                        By: /s/ Patrick J. Healy
                                            ------------------------------------
                                        Name:    Patrick J. Healy
                                        Title:   Vice President

[Seal]

Attest:

/s/ Walter I. Johnson III
-----------------------------------
Name:    Walter I. Johnson III
Title:   Assistant Treasurer




                                       57
<PAGE>


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


         On the 17th day of June, 2002 before me personally came Patrick J.
Healy, to me known, who, being by me duly sworn, did depose and say that he is a
Vice President of JPMorgan Chase Bank, a banking corporation 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.


                                         /s/ Francis J. Grippo
                                         ---------------------------------------
                                         Notary Public

[Notarial Seal]

                                               FRANCIS J. GRIPPO
                                       Notary Public, State of New York
                                                  No. 4522535
                                          Qualified in Orange County
                                     Commission Expires September 30, 2002


STATE OF OHIO              )
                           ) ss.:
COUNTY OF SUMMIT           )


         On the 7th day of June, 2002 before me personally came Robert W.
Tieken, to me known, who, being by me duly sworn, did depose and say that he is
an Executive Vice President of The Goodyear Tire & Rubber Company, the
corporation 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.



                                         /s/ Audrey H. Sims
                                         ---------------------------------------
[Notarial Seal]                          Notary Public

                                         Audrey H. Sims, Notary Public
                                         Residence - Summit County
                                         State Wide Jurisdiction, Ohio

                                         My Commission Expires February 1, 2004


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