<PAGE>
                                                                      Exhibit 4a

                              HUBBELL INCORPORATED


                                       and

                                 CHEMICAL BANK,


                                     Trustee





                                    Indenture

                         Dated as of September 15, 1995







                             Senior Debt Securities

<PAGE>
                                TABLE OF CONTENTS


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION
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<CAPTION>

                                                                              Page
                                                                              ----
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Section 1.01.  Definitions..................................................    1
Section 1.02.  Compliance Certificates and Opinions.........................   12
Section 1.03.  Form of Documents Delivered to Trustee.......................   12
Section 1.04.  Notices, etc., to Trustee and Company........................   13
Section 1.05.  Notice to Holders; Waiver....................................   13
Section 1.06.  Conflict with Trust Indenture Act............................   14
Section 1.07.  Effect of Headings and Table of Contents.....................   15
Section 1.08.  Successors and Assigns.......................................   15
Section 1.09.  Separability Clause..........................................   15
Section 1.10.  Benefits of Indenture........................................   15
Section 1.11.  Governing Law................................................   15
Section 1.12.  Legal Holidays...............................................   15
Section 1.13.  No Security Interest Created.................................   15
Section 1.14.  Liability Solely Corporate...................................   16

                                   ARTICLE TWO

                               DEBT SECURITY FORMS

Section 2.01.  Forms Generally..............................................   16
Section 2.02.  Form of Trustee's Certificate of Authentication..............   17
Section 2.03.  Securities in Global Form....................................   17

                                  ARTICLE THREE

                               THE DEBT SECURITIES

Section 3.01.  Amount Unlimited; Issuable in Series.........................   18
Section 3.02.  Denominations................................................   22
Section 3.03.  Execution, Authentication, Delivery and Dating...............   22
Section 3.04.  Temporary Debt Securities; Exchange of Temporary
               Global Notes for Definitive Bearer Securities;
               Global Notes Representing Registered Securities .............   25
Section 3.05.  Registration, Transfer and Exchange..........................   31
Section 3.06.  Mutilated, Destroyed, Lost and Stolen Debt Securities........   33
Section 3.07.  Payment of Interest; Interest Rights Preserved...............   34
Section 3.08.  Cancellation.................................................   36
Section 3.09.  Computation of Interest......................................   36
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                                      -i-
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Section 3.10.  Currency of Payments in Respect of Debt securities...........   36
Section 3.11.  Judgments....................................................   39
Section 3.12.  CUSIP Numbers................................................   40

                                 A ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 4.01.  Satisfaction and Discharge of Indenture......................   40
Section 4.02.  Application of Trust Money...................................   42

                                  ARTICLE FIVE

                                    REMEDIES

Section 5.01.  Events of Default............................................   43
Section 5.02.  Acceleration of Maturity; Rescission and Annulment...........   44
Section 5.03.  Collection of Indebtedness and Suits for
               Enforcement by Trustee ......................................   45
Section 5.04.  Trustee May File Proofs of Claim.............................   46
Section 5.05.  Trustee May Enforce Claims Without Possession of
               Debt Securities .............................................   47
Section 5.06.  Application of Money Collected...............................   47
Section 5.07.  Limitation on Suits..........................................   48
Section 5.08.  Unconditional Right of Holders to Receive Principal,
               Premium and Interest ........................................   48
Section 5.09.  Restoration of Rights and Remedies...........................   49
Section 5.10.  Rights and Remedies Cumulative...............................   49
Section 5.11.  Delay or Omission Not Waiver.................................   49
Section 5.12.  Control by Holders...........................................   49
Section 5.13.  Waiver of Past Defaults......................................   50
Section 5.14.  Undertaking for Costs........................................   50
Section 5.15.  Waiver of Stay or Extension Laws.............................   50

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 6.01.  Certain Duties and Responsibilities..........................   51
Section 6.02.  Notice of Defaults...........................................   52
Section 6.03.  Certain Rights of Trustee....................................   53
Section 6.04.  Not Responsible for Recitals or Issuance of Debt Securities..   54
Section 6.05.  May Hold Debt Securities.....................................   54
Section 6.06.  Money Held in Trust..........................................   54
Section 6.07.  Compensation and Reimbursement...............................   54
Section 6.08.  Disqualification; Conflicting Interests......................   55
Section 6.09.  Corporate Trustee Required; Eligibility......................   56
Section 6.10.  Resignation and Removal; Appointment of Successor............   56
Section 6.11.  Acceptance of Appointment by Successor.......................   58
Section 6.12.  Merger, Conversion, Consolidation or Succession to Business..   59
</TABLE>
                                       -ii-
<PAGE>

<TABLE>
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Section 6.13.  Preferential Collection of Claims Against Company............   59
Section 6.14.  Appointment of Authenticating Agent..........................   59

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01.  Company to Furnish Trustee Names and Addresses of Holders....   61
Section 7.02.  Preservation of Information; Communication to Holders........   61
Section 7.03.  Reports by Trustee...........................................   63
Section 7.04.  Reports by Company...........................................   63

                                 ARTICLE EIGHT

                             CONCERNING THE HOLDERS

Section 8.01.  Acts of Holders..............................................   64
Section 8.02.  Proof of Ownership; Proof of Execution of
               Instruments by Holders ......................................   64
Section 8.03.  Persons Deemed Owners........................................   65
Section 8.04.  Revocation of Consents; Future Holders Bound.................   65

                                  ARTICLE NINE

                                HOLDERS' MEETINGS

Section 9.01.  Purposes of Meetings.........................................   66
Section 9.02.  Call of Meetings by Trustee..................................   66
Section 9.03.  Call of Meetings by Company or Holders.......................   66
Section 9.04.  Qualifications for Voting....................................   67
Section 9.05.  Quorum; Regulations..........................................   67
Section 9.06.  Voting.......................................................   69
Section 9.07.  No Delay of Rights by Meeting................................   69

                                   ARTICLE TEN

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 10.01. Company May Consolidate, etc., Only on Certain Terms.........   69
Section 10.02. Successor Corporation Substituted............................   70

                                 ARTICLE ELEVEN

                             SUPPLEMENTAL INDENTURES

Section 11.01. Supplemental Indentures Without Consent of Holders...........   70
Section 11.02. Supplemental Indentures With Consent of Holders..............   72
Section 11.03. Execution of Supplemental Indentures.........................   73
Section 11.04. Effect of Supplemental Indentures............................   73
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                                       -iii-

<PAGE>
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Section 11.05. Conformity with Trust Indenture Act..........................   73
Section 11.06. Reference in Debt securities to Supplemental Indentures......   73
Section 11.07. Notice of Supplemental Indenture.............................   74

                                 ARTICLE TWELVE

                                    COVENANTS

Section 12.01. Payment of Principal, Premium and Interest...................   74
Section 12.02. Officer's Certificate as to Default..........................   74
Section 12.03. Maintenance of Office or Agency..............................   75
Section 12.04. Money for Debt Securities; Payments to Be Held in Trust......   76
Section 12.05. Corporate Existence..........................................   77
Section 12.06. Purchase of Debt Securities by Company.......................   77
Section 12.07. Limitation on Liens..........................................   78
Section 12.08. Limitation on Sale and Leaseback Transactions................   80
Section 12.09. Waiver of Certain Covenants..................................   80

                                ARTICLE THIRTEEN

                          REDEMPTION OF DEBT SECURITIES

Section 13.01. Applicability of Article.....................................   81
Section 13.02. Election to Redeem; Notice to Trustee........................   81
Section 13.03. Selection by Trustee of Debt securities to Be Redeemed.......   81
Section 13.04. Notice of Redemption.........................................   82
Section 13.05. Deposit of Redemption Price..................................   83
Section 13.06. Debt Securities Payable on Redemption Date...................   83
Section 13.07. Debt Securities Redeemed in Part.............................   84

                                ARTICLE FOURTEEN

                                  SINKING FUNDS

Section 14.01. Applicability of Article.....................................   84
Section 14.02. Satisfaction of Mandatory Sinking Fund Payments with
               Debt Securities .............................................   85
Section 14.03. Redemption of Debt Securities for Sinking Fund...............   85

                                 ARTICLE FIFTEEN

                                   DEFEASANCE

Section 15.01. Applicability of Article.....................................   86
Section 15.02. Defeasance Upon Deposit of Moneys or U.S.
               Government Obligations ......................................   87
Section 15.03. Deposited Moneys and U.S. Government
               Obligations to Be Held in Trust .............................   89
Section 15.04. Repayment to Company.........................................   89
Section 15.05. Further Assurances...........................................   89
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                                       -iv-
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Section 15.06. Reinstatement................................................   89
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                                      -v-
<PAGE>




           Reconciliation and tie between Trust Indenture Act of 1939
                  and Indenture, dated as of September 15, 1995

<TABLE>
<CAPTION>
Trust Indenture Act Section                              Indenture Section
<S>                                                        <C>
Section 310 (a)(1)...................................      6.09
      (a)(2).........................................      6.09
      (a)(3).........................................      Not Applicable
      (a)(4).........................................      Not Applicable
      (a)(5).........................................      6.09
      (b)............................................      6.08, 6.10
      (c)............................................      Not Applicable
Section 311 (a)......................................      6.13
      (b)............................................      6.13
      (c)............................................      Not Applicable
Section 312 (a)......................................      7.01. 7.02(a)
      (b)............................................      7.02(b)
      (c)............................................      7.02(c)
Section 313 (a)......................................      7.03(a)
      (b)                                                  7.03(a)
      (c)............................................      7.03(a)
      (d)............................................      7.03(b)
Section 314 (a)......................................      7.04. 12.02
      (b)............................................      Not Applicable
      (c)(1).........................................      1.02
      (c)(2).........................................      1.02
      (c)(3).........................................      Not Applicable
      (d)............................................      Not Applicable
      (e)............................................      1.02
Section 315 (a)......................................      6.01(a), 6.01(c)
      (b)............................................      6.02, 7.03(a)
      (c)............................................      6.01(b)
      (d)(1).........................................      6.01(a)
      (d)(2).........................................      6.01(c)(2)
      (d)(3).........................................      6.01(c)(3)
      (e)............................................      5.14
Section 316 (a)(1)(A)................................      5.02, 5.12
      (a)(1)(H)......................................      5.13
      (a)(2).........................................      Not Applicable
      (b)............................................      5.08
      (c)............................................      Not Applicable
Section 317 (a)(1)...................................      5.03
      (a)(2).........................................      5.04
      (b)............................................      12.04
Section 318 .........................................      1.06
</TABLE>

<PAGE>


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

<PAGE>



            INDENTURE dated as of September 15, 1995, between HUBBELL
INCORPORATED, a Connecticut corporation (hereinafter called the "Company"),
having its principal executive office at 584 Derby Milford Road, Orange,
Connecticut 06477-4024, and CHEMICAL BANK, a New York banking corporation
(hereinafter called the "Trustee"), having its Corporate Trust office at 450
West 33rd Street, New York, New York 10001.

                             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 senior unsecured
debt securities, consisting of debentures, notes, bonds and/or other unsecured
evidences of indebtedness (herein generally called the "Debt Securities"), to be
issued in one or more series, as in this Indenture provided.

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

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE.

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

            Section 1.01. Definitions.

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

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

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

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

            (4) the words "herein," "hereof" and "hereunder" and other words of
      similar import refer to this indenture as a whole and not to any
      particular Article, Section or other subdivision.

Certain terms, used principally in Article Three or Article Six, are defined in
those respective Articles.

            "Act" when used with respect to any Holder, has the meaning
specified in Section 8.01.

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

            "Affiliated Corporation" means any corporation which is controlled
      by the Company but which is not a Subsidiary of the Company pursuant to
      the definition of the term "Subsidiary".

            "Attributable Debt" means, with respect to a sale and Leaseback
      Transaction with respect to any Principal Property, the lesser of: (a) the
      fair market value of such property (as determined in good faith by the
      Board of Directors); or (b) the present value of the total net amount of
      rent required to be paid under such lease during the remaining term
      thereof (including any period for which such lease has been extended and
      excluding any unexercised renewal or other extension options exercisable
      by the lessee, and excluding amounts on account of maintenance and
      repairs, services, taxes and similar charges and contingent rents),
      discounted at the rate of interest set forth or implicit in the terms of
      such lease (or, if not practicable to determine such rate, the weighted
      average interest rate per annum borne by the Debt Securities of the
      applicable series then Outstanding) compounded semi-annually. In the case
      of any lease which is terminable by the lessee upon the payment of a
      penalty, such net amount shall be the lesser of the net amount determined
      assuming termination upon the first date such lease may be terminated (in
      which case the net amount shall also include the amount of the penalty,
      but no rent shall be considered as required to be paid under such lease
      subsequent to the first date upon which it may be so terminated) or the
      net amount determined assuming no such termination.

            "Authenticating Agent" has the meaning specified in Section 6.14.

            "Authorized Newspaper" means a newspaper in an official language of
      the country of publication customarily published at least once a day, and
      customarily published for at least five days in each calendar week, and of
      general circulation in the place in connection with which the term is used
      or in the financial community of such city. Where successive publications
      are required to be made in Authorized Newspapers,

                                       2
<PAGE>

      the successive publications may be made in the same or in different
      newspapers in the same place meeting the foregoing requirements and in
      each case on any Business Day in such place.

            "Bearer Security" means any Debt Security (whether or not interest
      thereon is evidenced by Coupons), in the form established pursuant to
      Section 2.01, which is payable to bearer (including any Global Note
      payable to bearer) and title to which passes by delivery only, but does
      not include any Coupons appertaining to such Debt Security.

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

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

            "Business Day" when used with respect to any Place of Payment or any
      other particular location referred to in this Indenture or in the Debt
      Securities means any day which is not a Saturday, a Sunday or a legal
      holiday or a day on which banking institutions or trust companies in that
      Place of Payment or other location or, in each case, the city in which the
      Corporate Trust Office is located, are authorized or obligated by law to
      close, except as otherwise specified pursuant to Section 3.01.

            "CEDEL" means Cedel, S.A.

            "Code" means the Internal Revenue Code of 1986, as amended and as in
      effect on the date hereof.

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

            "Common Depositary" has the meaning specified in Section 3.04(b).

            "Company" means the Person named as the "Company" in the first
      paragraph of this instrument unless and 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" and "Company Order" mean, respectively, a written
      request or order signed in the name of the Company by the Chairman, a Vice
      Chairman, the President, the Chief Financial Officer or a Vice President
      and by the Treasurer, an


                                       3
<PAGE>
      Assistant Treasurer, the Controller, an Assistant Controller, the
      Secretary or an Assistant Secretary of the Company, and delivered to the
      Trustee.

            "Component Currency" has the meaning specified in Section 3.10(i).

            "Consolidated Net Tangible Assets" at any time, means the excess
      over current liabilities of all assets, less goodwill, trademarks,
      patents, other like intangibles and the minority interests of others in
      Subsidiaries, of the Company and its consolidated Subsidiaries, determined
      on a consolidated basis in accordance with generally accepted accounting
      principles, as of the end of the most recently completed accounting period
      of the Company for which financial information is then available.

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

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

            "Corporate Trust Office" means the principal corporate trust office
      of the Trustee at which at any particular time its corporate trust
      business shall be administered, which office at the date of execution of
      this instrument is located at 450 West 33rd Street, 15th Floor, New York,
      New York 10001.

            "Corporation" includes corporations, associations, companies
      (including joint stock companies and limited liability companies) and
      business trusts.

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

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

            "Currency" means Dollars or Foreign Currency.

            "Currency Determination Agent" means the New York Clearing House
      bank, if any, from time to time selected by the Company pursuant to
      Section 3.01; provided that such agent shall accept such appointment in
      writing and the terms of such appointment shall be acceptable to the
      Company and shall, in the opinion of the Company and the Trustee at the
      time of such appointment, require such agent to make the determinations
      required by this Indenture by a method consistent with the method provided
      in this Indenture for the making of such decision or determination.

            "Currency unit" means a composite currency or currency unit the
      value of which is determined by reference to the value of the currencies
      of any group of countries.

                                       4
<PAGE>

            "Debt Securities" has the meaning stated in the first recital of
      this Indenture and more particularly means any Debt Securities (including
      any Global Notes) authenticated and delivered under and pursuant to this
      Indenture.

             "Default Amount" has the meaning specified in Section 5.02.

            "Defaulted interest" has the meaning specified in Section 3.07(c).

            "Discharged" has the meaning specified in Section 15.02.

            "Discount Security" means any Debt Security which is issued with
      "original issue discount" within the meaning of Section 1273(a) of the
      Code and the regulations thereunder.

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

            "Dollar Equivalent of the Currency unit" has the meaning specified
      in Section 3.10(h).

            "Dollar Equivalent of the Foreign Currency" has the meaning
      specified in section 3.10(g).

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

            "Election Date" has the meaning specified in Section 3.10(i).

            "Euro-clear Operator" means Morgan Guaranty Trust Company of New
      York, Brussels office, or its successor as operator of the Euro-clear
      System.

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

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

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

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

            "Exchange Rate Officer's Certificate" means an Officers' Certificate
      setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar,
      Foreign Currency or Currency unit amounts of principal, premium, if any,
      and any interest, respectively (on an aggregate basis and on the basis of
      a Debt Security having the lowest denomination principal amount determined
      in accordance with Section 3.02 in the relevant Currency or Currency
      unit), payable on the basis of such Market Exchange Rate.

                                       5
<PAGE>

            "Fixed Rate Security" means a Debt Security which provides for the
      payment of interest at a fixed rate.

            "Floating Rate Security" means a Debt Security which provides for
      the payment of interest at a variable rate determined periodically by
      reference to an interest rate index or any other index specified pursuant
      to Section 3.01.

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

            "Fund-/2 means any indebtedness for money borrowed, created, issued,
      incurred, assumed or guaranteed which would, in accordance with generally
      accepted accounting principles, be classified as long-term debt, but in
      any event including all indebtedness for money borrowed, whether secured
      or unsecured, maturing more than one year or extendible at the option of
      the obligor to a date more than one year, after the date of determination
      thereof (excluding any amount thereof included in current liabilities).

            "Global Note" means a Registered or Bearer Security evidencing all
      or part of a series of Debt Securities, whether in temporary or permanent
      form.

            "Government" has the meaning specified in Section 12.07(d).

            "Holder" means, with respect to a Registered Security, the
      Registered Holder, and with respect to a Bearer Security or a Coupon, the
      bearer thereof.

            "Indenture" means this instrument as originally executed, or as it
      may from time to time be supplemented or amended by one or more indentures
      supplemental hereto entered into pursuant to the applicable provisions
      hereof and, unless the context otherwise requires, shall include the terms
      of a particular series of Debt Securities as established pursuant to
      Section 3.01.

            "Interest," when used with respect to a Discount Security which by
      its terms bears interest only after Maturity, means interest payable after
      Maturity, and, when used with respect to a Bearer Security, includes any
      additional amounts payable on such Bearer Security, if so provided
      pursuant to Section 3.01.

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

            "Market Exchange Rate" means (i) far any conversion involving a
      Currency unit on the one hand and Dollars or any Foreign Currency on the
      other, the exchange rate between the relevant Currency unit and Dollars or
      such Foreign Currency calculated by the method specified pursuant to
      Section 3.01 for the securities of the relevant series, (ii) for any
      conversion of Dollars into any Foreign Currency, the noon (New York City
      time) buying rate for such Foreign Currency for cable transfers quoted in
      New York City as certified for customs purposes by the Federal Reserve
      Bank of New York, and (iii) for any conversion of one Foreign Currency
      into Dollars or another Foreign Currency, the spot rate at noon local time
      in the relevant market at which, in accordance with normal


                                       6
<PAGE>
      banking procedures, the Dollars or Foreign Currency into which conversion
      is being made could be purchased with the Foreign Currency from which
      conversion is being made from major banks located in New York City or if
      such Dollars or Foreign Currency could not be so purchased in New York
      City, in London or, if such Dollars or Foreign Currency could not be so
      purchased in London, in any other principal market for Dollars or such
      purchased Foreign Currency designated by the Currency Determination Agent.
      In the event of the unavailability of any of the exchange rates provided
      for in the foregoing clauses (i), (ii) and (iii), the Currency
      Determination Agent shall use, in its sole discretion and without
      liability on its part, such quotation of the Federal Reserve Bank of New
      York as of the most recent available date, or quotations from one or more
      major banks in New York City, London or other principal market for such
      Currency or Currency unit in question, or such other quotations as the
      Currency Determination Agent shall deem appropriate. Unless otherwise
      specified by the Currency Determination Agent, if there is more than one
      market for dealing in any Currency or Currency unit by reason of foreign
      exchange regulations or otherwise, the market to be used in respect of
      such Currency or Currency unit shall be that upon which a nonresident
      issuer of securities designated in such Currency or Currency unit would
      purchase such Currency or currency unit in order to make payments in
      respect of such securities.

            "Maturity" when used with respect to any Debt Security means the
      date on which the principal of such Debt Security or an installment of
      principal thereon becomes due and payable as therein or herein provided,
      whether at the Stated Maturity or by declaration of acceleration, call for
      redemption, repayment at the option of the Holder thereof or otherwise.

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

            "Opinion of Counsel" means a written opinion of counsel, who may be
      counsel to the Company (including an employee of the Company) and who
      shall be reasonably satisfactory to the Trustee, which is delivered to the
      Trustee.

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

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

            (ii) Debt 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 or its Affiliates) in trust or set
      aside and segregated in trust by the Company or an Affiliate of the
      Company (if the Company or an Affiliate of the Company shall act as the
      Paying Agent) for the Holders of such Debt Securities and any Coupons
      thereto pertaining; provided, however, that if such Debt Securities are to
      be redeemed, notice of


                                       7
<PAGE>
      such redemption has been duly given pursuant to this Indenture or
      provision therefor satisfactory to the Trustee has been made; and

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

      provided, however, that in determining whether the Holders of the
      requisite principal amount of Debt Securities Outstanding have performed
      any Act hereunder, Debt Securities owned by the Company or any other
      obligor upon the Debt 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 Act, only Debt Securities which the Trustee knows to
      be so owned shall be so disregarded. Debt Securities so owned which have
      been pledged in good faith may be regarded as Outstanding if the pledgee
      establishes to the satisfaction of the Trustee the pledgee's right to act
      with respect to such Debt Securities and that the pledgee is not the
      Company or any other obligor upon the Debt Securities or any Affiliate of
      the Company or of such other obligor. In determining whether the Holders
      of the requisite principal amount of Outstanding Debt Securities have
      performed any Act hereunder, the principal amount of a Discount Security
      that shall be deemed to be Outstanding for such purpose shall be the
      amount of the principal thereof that would be due and payable as of the
      date of such determination upon a declaration of acceleration of the
      Maturity thereof pursuant to Section 5.02 and the principal amount of a
      Debt Security denominated in a Foreign Currency that shall be deemed to be
      Outstanding for such purpose shall be the amount calculated pursuant to
      Section 3.10(k).

            "Overdue Rate" when used with respect to any series of the Debt
      Securities, means the rate designated as such in or pursuant to the Board
      Resolution or the supplemental indenture, as the case may be, relating to
      such series as contemplated by Section 3.01.

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

            "Periodic Offering" means an offering of Debt Securities of a series
      from time to time the specific terms of which Debt Securities, including,
      without limitation, the rate or rates of interest or formula for
      determining the rate or rates of interest thereon, if any, the Stated
      Maturity or Maturities thereof and the redemption provisions, if any, with
      respect thereto, are to be determined by the Company upon the issuance of
      such Debt Securities.

            "permanent Global Note" shall have the meaning given such term in
      Section 3.04(b).

                                       8
<PAGE>

            "Person" means any individual, Corporation, partnership, joint
      venture, association, trust, estate, unincorporated organization or
      government or any agency or political subdivision thereof.

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

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

            "Principal Property" means any parcel of real property and related
      fixtures or improvements owned by the Company or any Restricted Subsidiary
      and located in the United States, the aggregate book value of which, less
      accumulated depreciation, on the date of determination exceeds $5 million,
      other than any such real property and related fixtures or improvements
      which, as determined in good faith by the Board of Directors, is not of
      material importance to the total business conducted by the Company and its
      Subsidiaries, taken as a whole.

            "Redemption Date" means the date fixed for redemption of any Debt
      Security pursuant to this Indenture which, in the case of a Floating Rate
      Security, unless otherwise specified pursuant to Section 3.01, shall be an
      Interest Payment Date only.

            "Redemption Price" means, in the case of a Discount Security, the
      amount of the principal thereof that would be due and payable as of the
      Redemption Date upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 5.02, and in the case of any other Debt Security, the
      principal amount thereof, plus, in each case, premium, if any, and accrued
      and unpaid interest, if any, to the Redemption Date.

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

            "Registered Security" means any Debt Security in the form
      established pursuant to Section 2.01 which is registered as to principal
      and interest in the Security Register.

            "Regular Record Date" for the interest payable on the Registered
      Securities of any series on any Interest Payment Date means the date
      specified for such purpose pursuant to Section 3.01.

            "Responsible Officer" when used with respect to the Trustee means
      any officer of the Trustee with direct responsibility for the
      administration of this indenture and also


                                       9
<PAGE>
      means, with respect to a particular corporate trust matter, any other
      officer to whom such matter is referred because of his knowledge of and
      familiarity with the particular subject.

            "Restricted Subsidiary" means, with respect to the Company, any
      "significant subsidiary" as such term is defined in Rule 1-02(w) of
      Regulation S-X under the Securities Act of 1933, as amended (the
      "Securities Act"); provided, however, that a Subsidiary shall be
      considered not to be a Restricted Subsidiary if (a) it is principally
      engaged in the business of finance, banking, credit, leasing, insurance,
      investments, financial services or other similar operations, or any
      combination thereof; (b) it is principally engaged in financing the
      Company's operations outside the continental United States of America; (c)
      substantially all of its assets consist of the capital stock of one or
      more of the Subsidiaries engaged in the operations described in the
      preceding clause (a) or (b) or any combination thereof; (d) a majority of
      its voting stock shall at the time be owned directly or indirectly by one
      or more Subsidiaries which are not Restricted Subsidiaries; or (e) (i) it
      has issued and sold either (x) equity securities with aggregate net
      proceeds in excess of $10,000,000 or (y) debt securities aggregating
      $10,000,000 or more in principal amount, or (ii) the Company has sold
      equity securities of such Subsidiary with aggregate net proceeds to the
      Company in excess of $10,000,000; provided, however, that the securities
      referred to in this clause (e) were issued under a registration statement
      filed with the Commission pursuant to the provisions of Section 6 of the
      Securities Act.

            "Sale and Leaseback Transaction" means any arrangement with any
      Person providing for the leasing by the Company or any Restricted
      Subsidiary of any Principal Property which has been or is to be sold or
      transferred by the Company or such Restricted Subsidiary to such Person;
      provided, however, that "Sale and Leaseback Transaction" shall not include
      such arrangements that were existing on the date of this Indenture or at
      the time any Person owning a Principal Property shall become a Restricted
      Subsidiary.

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

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

            "Specified Amount" has the meaning specified in Section 3.10(i).

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

            "Subsidiary" means any Corporation of which at least a majority of
      the outstanding stock having by the terms thereof ordinary voting power to
      elect a majority of the directors of such Corporation, irrespective of
      whether or not, at the time, stock of any other class or classes of such
      Corporation shall have or might have voting power by


                                       10
<PAGE>
      reason of the happening of any contingency, is at the time, directly or
      indirectly, owned or controlled by the Company or by one or more
      Subsidiaries thereof, or by the Company and one or more Subsidiaries
      thereof.

            "temporary Global Note" shall have the meaning given such term in
      Section 3.04(b).

            "Trade Payables" means accounts payable or any other indebtedness or
      monetary obligations to trade creditors created or assumed in the ordinary
      course of business in connection with the obtaining of materials or
      services.

            "Trustee" means the Person named as the "Trustee" in the first
      paragraph of this instrument unless and 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 Debt Securities of any series shall
      mean the Trustee with respect to Debt Securities of such series.

            "Trust Indenture Act" means the Trust Indenture Act of 1939 as
      amended and as in force at the date as of which this instrument was
      executed, except as provided in Section 11.05.

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

            "U.S. Depositary" means a clearing agency registered under the
      Securities Exchange Act of 1934, as amended, or any successor thereto,
      which shall in either case be designated by the Company pursuant to
      Section 3.01 until a successor U.S. Depositary shall have become such
      pursuant to the applicable provisions of this Indenture, and thereafter
      "U.S. Depositary" shall mean or include each Person who is then a U.S.
      Depositary hereunder, and if at any time there is more than one such
      Person, "U.S. Depositary" as used with respect to the Debt Securities of
      any series shall mean the U.S. Depositary with respect to the Debt
      Securities of that series.

            "U.S. Government Obligations" has the meaning specified in Section
      15.02.

            "U.S. Person" means a citizen or resident of the United States, a
      Corporation, partnership or other entity created or organized in or under
      the laws of the United States, or an estate or trust the income of which
      is subject to United States Federal income taxation regardless of its
      source.

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

            "Vice President" includes with respect to the company, any Vice
      President of the Company, whether or not designated by a number or word or
      words added before or after the title "Vice President".

                                       11
<PAGE>

            "Wholly-Owned Subsidiary" means a Subsidiary of which all of the
      outstanding voting stock (other than directors' qualifying shares) is at
      the time, directly or indirectly, owned by the Company, or by one or more
      wholly-owned Subsidiaries of the Company or by the Company and one or more
      Wholly-Owned Subsidiaries of the Company.

            Section 1.02.     Compliance Certificates and Opinions.

            Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate, in form and substance reasonably satisfactory to the
Trustee, stating that all conditions precedent, if any, provided for in this
indenture relating to the proposed action have been complied with and an Opinion
of Counsel, in form and substance reasonably satisfactory to the Trustee,
stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that in the case of any such application or
request as to which the furnishing of such documents is specifically required by
any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 12.02) shall include:

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

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

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

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

            Section 1.03.     Form of Documents Delivered to Trustee.

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

            Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know that the certificate or


                                       12
<PAGE>
opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any 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 with respect to such factual matters, 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.

            The delivery to the Trustee (or any agent specified for the purpose
pursuant to Section 3.01) by the Euro-clear Operator or CEDEL of any certificate
substantially in the form of Exhibit B hereto may be relied upon by the Company
and the Trustee (and any such agent) as conclusive evidence that a corresponding
certificate or certificates has or have been delivered to the Euro-clear
Operator or CEDEL, as the case may be, pursuant to the terms of this Indenture.

            Section 1.04.     Notices, etc., to Trustee and Company.

            Any Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

            (1) the Trustee by any Holders or by the Company shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if made, given, furnished or filed in writing and delivered by mail or by
      hand delivery or by telecopy (confirmed in writing), and if mailed, then
      by first-class postage prepaid or airmail postage prepaid if sent from
      outside the United States, to or with the Trustee at its Corporate Trust
      Office, Attention: Corporate Trust Administration, or

            (2) the Company by the Trustee or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if made, given, furnished or filed in writing and delivered by mail or by
      hand delivery or by telecopy (confirmed in writing), and if mailed, then
      by first-class postage prepaid or airmail postage prepaid if sent from
      outside the United States, to the Company addressed to it at the address
      of its principal office specified in the first paragraph of this
      Indenture, to the attention of its Treasurer, or at any other address
      previously furnished in writing to the Trustee by the Company.

            Any such Act or other document shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

            Section 1.05.     Notice to Holders; Waiver.

            When this Indenture provides for notice to Holders of any event, (1)
such notice shall be sufficiently given to Registered Holders (unless otherwise
herein expressly provided) in writing and delivered by mail or by hand delivery
or by telecopy (confirmed in writing), and if mailed, then by first-class
postage prepaid or airmail postage prepaid if sent from outside the United
States, to such Registered Holders as their names and addresses appear in the
security


                                       13
<PAGE>
Register, within the time prescribed, and (2) such notice shall be sufficiently
given to Holders of Bearer Securities or Coupons (unless otherwise herein
expressly provided) if published at least twice in an Authorized Newspaper or
Newspapers designated by and at the expense of the Company in The City of New
York and, if Debt Securities of such series are then listed on The Stock
Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg
Stock Exchange or any other stock exchange located outside the United States and
such stock exchange shall so require, in a daily newspaper in London or
Luxembourg or in such other city or cities specified pursuant to Section 3.01 or
in the relevant Debt Security on Business Days, the first such publication to be
not earlier than the earliest date and not later than the latest date prescribed
for the giving of such notice; provided, however, that, in any case, any notice
to Holders of Floating Rate Securities regarding the determination of a periodic
rate of interest, if such notice is required pursuant to Section 3.01, shall be
sufficiently given if given in the manner specified pursuant to Section 3.01.

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

            In the event of suspension of publication of any Authorized
Newspapers or by reason of any other cause it shall be impracticable to give
notice by publication, such notification as shall be given with the approval of
the Trustee shall constitute sufficient notice for every purpose hereunder.

            Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance on such waiver. In any case where notice to Holders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders, and any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given. In any case
where notice to Holders is given by publication, any defect in any notice so
published as to any particular Holder shall not affect the sufficiency of such
notice with respect to other Holders, and any notice which is published in the
manner herein provided shall be conclusively presumed to have been duly given.

            Furthermore, nothing in this indenture shall prohibit the Holders
from communicating with each other with respect to their rights under this
Indenture pursuant to Section 312(b) of the Trust Indenture Act. The Company,
the Trustee, the Security Registrar and any other Person shall be entitled to
the protection of Section 312(c) of the Trust Indenture Act.

            Section 1.06.     Conflict with Trust Indenture Act.

            If any provision hereof limits, qualifies or conflicts with the
duties imposed on any Person by the provisions of Sections 310 to 317,
inclusive, and Section 318(c) of the Trust Indenture Act, such duties imposed by
the Trust Indenture Act shall control.

                                       14
<PAGE>

            Section 1.07.     Effect of Headings and Table of Contents.

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

            Section 1.08.     Successors and Assigns.

            All covenants and agreements in this Indenture by the parties hereto
shall bind their respective successors and assigns and inure to the benefit of
their permitted successors and assigns, whether so expressed or not.

            Section 1.09.     Separability Clause.

            In case any provision in this Indenture or in the Debt Security
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 1.10.     Benefits of Indenture.

            Nothing in this Indenture or in the Debt Securities, express or
implied, shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent and their successors hereunder, and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

            Section 1.11.     Governing Law.

            This Indenture, the Debt Securities and the Coupons for all purposes
shall be governed by and construed in accordance with the laws of the State of
New York.

            Section 1.12.     Legal Holidays.

            Unless otherwise specified pursuant to Section 3.01 or in any Debt
Security, in any case where any interest Payment Date, Redemption Date, sinking
fund payment date or Stated Maturity or Maturity of any Debt Security of any
series shall not be a Business Day at any Place of Payment for the Debt
Securities of that series, then (notwithstanding any other provision of this
Indenture or of the Debt Securities or Coupons) payment of principal (and
premium, if any) or interest 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,
Redemption Date, sinking fund payment date or at the Stated Maturity or the
Maturity, as the case may be, and no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption
Date, sinking fund payment date or Stated Maturity or Maturity, as the case may
be, to such Business Day if such payment is made or duly provided for on such
Business Day.

            Section 1.13.     No Security Interest Created.

      Nothing in this Indenture or in the Debt Securities or Coupons, express or
      implied, shall be construed to constitute a security interest under the
      Uniform Commercial Code or


                                       15
<PAGE>
      similar legislation or real property laws, as now or hereafter enacted and
      in effect in any jurisdiction where property of the Company or its
      Subsidiaries is or may be located.

            Section 1.14. Liability Solely Corporate. No recourse shall be had
for the payment of the principal of (or premium, if any) or the interest on any
Debt Securities or Coupons, or any part thereof, or of the indebtedness
represented thereby, or upon any obligation, covenant or agreement of this
Indenture, against any incorporator, or against any stockholder, officer or
director, as such, past, present or future, of the Company (or any incorporator,
stockholder, officer or director of any predecessor or successor Corporation),
either directly or through the Company (or any such predecessor or successor
Corporation), 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
agreed and understood that this Indenture and all the Debt Securities and
Coupons are solely corporate obligations, and that no personal liability
whatsoever shall attach to, or be incurred by, any such incorporator,
stockholder, officer or director, past, present or future, of the Company (or
any incorporator, stockholder, officer or director of any such predecessor or
successor Corporation), either directly or indirectly through the Company or any
such predecessor or successor Corporation, because of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants, promises
or agreements contained in this Indenture or in any of the Debt Securities or
Coupons or to be implied herefrom or therefrom; and that any such personal
liability is hereby expressly waived and released as a condition of, and as part
of the consideration for, the execution of this Indenture and the issue of Debt
Securities; provided, however, that nothing herein or in the Debt Securities or
Coupons contained shall be taken to prevent recourse to and the enforcement of
the liability, if any, of any stockholder or subscriber to capital stock upon or
in respect of the shares of capital stock not fully paid.

                                   ARTICLE TWO

                               DEBT SECURITY FORMS

            Section 2.01.     Forms Generally.

            The Debt Securities and the Coupons, if any, of each series shall be
substantially in one of the forms (including global form) not inconsistent with
this Indenture established in or pursuant to a Board Resolution or one or more
indentures supplemental hereto, and shall have such, appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements placed thereon as
the Company may deem appropriate and as are not inconsistent with the provisions
of this Indenture, as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange on which any series of the Debt Securities may be listed, or
to conform to usage, all as determined by the officers executing such Debt
Securities and Coupons, if any, as conclusively evidenced by their execution of
such Debt Securities and Coupons, if any. If the form of a series of Debt
Securities or Coupons if any (or any Global Note), is established in or pursuant
to a Board Resolution, a copy of such Board Resolution shall be delivered to the
Trustee, together with an Officers' Certificate setting forth the form of such


                                       16
<PAGE>
series, at or prior to the delivery of the Company Order contemplated by Section
3.03 for the authentication and delivery of such Debt Securities (or any such
Global Note) or Coupons, if any.

            Unless otherwise specified as contemplated by Section 3.01, Debt
Securities in bearer form (other than in global form) shall have Coupons
attached.

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

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

            The form of the Trustee's certificate of authentication to be borne
by the Debt Securities shall be substantially as follows:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the Securities of a series referred to in the within
mentioned Indenture.

                                    Chemical Bank, as Trustee

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



            If at any time there shall be an Authenticating Agent appointed with
respect to any series of Debt Securities, then the Trustee's certificate of
authentication to be borne by the Debt securities of each such series shall be
substantially as set forth in Section 6.14.

            Section 2.03.     Securities in Global Form.

            If any Debt Security of a series is issuable in global form, the
Global Note so issued may provide, notwithstanding clause (8) of Section 3.01
and the provisions of Section 3.02, that it shall represent the aggregate amount
of Outstanding Debt securities from time to time endorsed thereon and may also
provide that the aggregate amount of Outstanding Debt Securities represented
thereby may from time to time be reduced to reflect the amount of Debt
Securities then Outstanding. Any endorsement of a Global Note to reflect the
amount, or any increase or decrease in the amount, of outstanding Debt
Securities represented thereby shall be made by the Trustee and in such manner
as shall be specified in such Global Note. Any instructions by the Company with
respect to a Global Note, after its initial issuance, shall be in the form of an
Officers' Certificate or Company Request or Company Order but need not otherwise
comply with Section 1.02.

                                       17
<PAGE>

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

            Global Notes may be issued in either registered or bearer form and
in either temporary or permanent form. Permanent Global Notes will be issued in
definitive form.

                                  ARTICLE Three

                               THE DEBT SECURITIES

            Section 3.01.     Amount Unlimited; Issuable in Series.

            The aggregates' principal amount of Debt Securities which may be
authenticated and delivered under this Indenture is unlimited.

            The Debt Securities may be issued from time to time in one or more
series and shall rank senior to all indebtedness of the Company that by its
terms is subordinated in right of payment. There shall be established in or
pursuant to one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and (subject to Section 3.03) set forth in, or
determined in a manner provided in, an Officers' Certificate, or established in
one or more indentures supplemental hereto, prior to the issuance of Debt
Securities of any series I.

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

            (2) the limit, if any, upon the aggregate principal amount of the
      Debt Securities of the series which may be authenticated and delivered
      under this Indenture (except for Debt Securities authenticated and
      delivered upon transfer of, or in exchange for, or in lieu of, other Debt
      Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 11.06 or
      13.07 and except for any Debt Securities which, pursuant to Section 3.03,
      are deemed never to have been authenticated and delivered hereunder);

            (3) the date or dates on which or periods during which the Debt
      Securities of the series may be issued, and the date or dates (or the
      method of determination thereof) on which the principal of (and premium,
      if any, on) the Debt Securities of such series are or may be payable;

            (4) the rate or rates (or the method of determination thereof) at
      which the Debt Securities of the series shall bear interest, if any, and
      the dates from which such interest shall accrue; and the Interest Payment
      Dates on which such interest shall be payable (or the method of
      determination thereof), and, in the case of Registered Securities, the


                                       18
<PAGE>
      Regular Record Dates for the interest payable on such Interest Payment
      Dates and, in the case of Floating Rate Securities, the notice, if any, to
      Holders regarding the determination of interest and the manner of giving
      such notice and any conditions or contingencies as to the payment of
      interest in cash or otherwise, if any;

            (5) the place or places where the principal of (and premium, if any)
      and interest on Debt Securities of the series shall be payable; the extent
      to which, or the manner in which, any interest payable on any Global Note
      on an Interest Payment Date will be paid, if other than in the manner
      provided in Section 3.07; the extent, if any, to which the provisions of
      the last sentence of Section 12.01 shall apply to the Debt Securities of
      the series; and the manner in which any principal of, or premium, if any,
      on, any Global Note will be paid, if other than as set forth elsewhere
      herein and whether any Global Note shall require any notation to evidence
      payment of principal or interest;

            (6) the obligation, if any, of the Company to redeem, repay,
      purchase or offer to purchase Debt Securities of the series pursuant to
      any mandatory redemption, sinking fund or analogous provisions or at the
      option of the Holder thereof and the period or periods within which or the
      dates on which, the prices at which and the terms and conditions upon
      which Debt Securities of the series shall be redeemed, repaid, purchased
      or offered to be purchased, in whole or in part, pursuant to such
      obligation;

            (7) the right, if any, of the Company to redeem Debt Securities, in
      whole or in part, at its option and the period or periods within which, or
      the date or dates on which, the price or prices at which, and the terms
      and conditions upon which Debt Securities of the series may be so
      redeemed;

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

            (9) whether Debt Securities of the series are to be issued as
      Discount Securities and the amount of discount with which such Debt
      Securities may be issued and, if other than the principal amount thereof,
      the portion of the principal amount of Debt Securities of the series which
      shall be payable upon declaration of acceleration of the Maturity thereof
      pursuant to Section 5.02;

            (10) provisions, if any, for the defeasance of the Debt Securities
      of the series pursuant to the legal defeasance option (as defined in
      Section 15.01), or discharge of certain of the Company's obligations with
      respect thereto pursuant to the covenant defeasance option (as defined in
      Section 15.02);

            (11) whether Debt Securities of the series are to be issued as
      Registered securities or Bearer Securities or both, and, if Bearer
      Securities are issued, whether Coupons will be attached thereto, whether
      Bearer Securities of the series may be exchanged for Registered Securities
      of the series, as provided in Section 3.05(b) or


                                       19
<PAGE>
      otherwise, and the circumstances under which and the place or places at
      which any such exchanges, if permitted, may be made;

            (12) whether provisions for payment of additional amounts or tax
      redemptions shall apply and, if such provisions shall apply, such
      provisions and, if Bearer securities of the series are to be issued,
      whether a procedure other than that set forth in Section 3.04(b) shall
      apply and, if so, such other procedure, and if the procedure set forth in
      Section 3.04(b) shall apply, the forms of certifications to be delivered
      under such procedure;

            (13) if other than Dollars, the Foreign Currency or Currencies in
      which Debt Securities of the series shall be denominated or in which
      payment of the principal of (and/or premium, if any) and/or interest on
      the Debt Securities of the series may be made, and the particular
      provisions applicable thereto and, if applicable, the amount of Debt
      Securities of the series which entitles the Holder of a Debt Security of
      the series or its proxy to one vote for purposes of Section 9.05;

            (14) if the principal of (and premium, if any) or interest on Debt
      Securities of the series are to be payable, at the election of the Company
      or a Holder thereof, in a Currency other than that in which the Debt
      Securities are denominated or payable without such election, in addition
      to or in lieu of the provisions of Section 3.10, the period or periods
      within which and the terms and conditions upon which such election may be
      made and the time and the manner of determining the exchange rate or rates
      between the Currency or Currencies in which the Debt Securities are
      denominated or payable without such election and the Currency or
      Currencies in which the Debt Securities are to be paid if such election is
      made;

            (15) the date as of which any Debt Securities of the series shall be
      dated, if other than as set forth in Section 3.03;

            (16) if the amount of payments of principal of (and premium, if any)
      or interest on the Debt Securities of the series may be determined with
      reference to an index, including, but not limited to, an index based on a
      Currency or Currencies other than that in which the Debt Securities are
      denominated or payable, or any other type of index, the manner in which
      such amounts shall be determined;

            (17) if the Debt Securities of the series are denominated or payable
      in a Foreign Currency, any other terms concerning the payment of principal
      of (and premium, if any) or any interest on such Debt Securities
      (including the Currency or Currencies of payment thereof); and whether the
      provisions of Section 3.11 are established as terms of the Debt Securities
      of the series;

            (18) the designation of the original Currency Determination Agent,
      if any;

            (19) the applicable Overdue Rate, if any;

            (20) if the Debt Securities of the series do not bear interest, the
      applicable dates for purposes of Section 7.01;

                                       20
<PAGE>

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

            (22) if Bearer Securities of the series are to be issued, (x)
      whether interest in respect of any portion of a temporary Debt Security in
      global form (representing all of the outstanding Bearer Securities of the
      series) payable in respect of any Interest Payment Date prior to the
      exchange of such temporary Debt Security, for definitive Debt Securities
      of the series shall be paid to any clearing organization with respect to
      the portion of such temporary Debt Security held for its account and, in
      such event, the terms and conditions (including any certification
      requirements) upon which any such interest payment received by a clearing
      organization will be credited to the Persons entitled to interest payable
      on such Interest Payment Date, (y) the terms upon which interests in such
      temporary Debt Security in global form may be exchanged for interests in a
      permanent Global Note or for definitive Debt Securities of the series and
      the terms upon which interests in a permanent Global Note, if any, may be
      exchanged for definitive Debt Securities of the series and (z) the cities
      in which the Authorized Newspapers designated with respect to such series
      are published;

            (23) whether the Debt Securities of the series shall be issued in
      whole or in part in the form of one or more Global Notes and, in such
      case, the U.S. Depositary or any Common Depositary for such Global Note or
      Notes; and if the Debt Securities of the series are issuable only as
      Registered Securities, the manner in which and the circumstances under
      which Global Notes representing Debt Securities of the series may be
      exchanged for Registered Securities in definitive form, if other than, or
      in addition to, the manner and circumstances specified in Section 3.04(c);

            (24) the designation, if any, of the U.S. Depositary; and the
      designation of any trustees (other than the Trustee), depositaries,
      Authenticating Agents, Paying Agents, Security Registrars, or any other
      agents with respect to the Debt Securities of the series;

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

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


                                       21
<PAGE>

      interest payable on a permanent Debt Security in global form on an
      Interest Payment Date will be paid if other than in the manner provided in
      Section 3.07;

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

            (28) any other terms or conditions relating to the series (which
      other terms shall not be inconsistent with the requirements of the Trust
      Indenture Act and the provisions of this Indenture).

            All Debt Securities of any one series and Coupons, if any, shall be
substantially identical to all other Debt Securities of such series except as to
denomination, rate of interest, Stated Maturity and the date from which
interest, if any, shall accrue, which, as set forth above, may be determined by
the Company from time to time as to Debt Securities of a series if so provided
in or established pursuant to the authority granted in a Board Resolution or in
any such indenture supplemental hereto, and except as may otherwise be provided
in or pursuant to such Board Resolution and (subject to Section 3.03) set forth
in such Officers' Certificate, or in any such indenture supplemental hereto. All
Debt Securities of any one series need not be issued at the same time, and
unless otherwise provided, a series may be reopened for issuance of additional
Debt Securities of such series.

            If any of the terms of a series of Debt Securities is established in
or pursuant to one or more Board Resolutions, such Board Resolutions shall be
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

            With respect to Debt Securities of a series offered in a Periodic
Offering, the Board Resolution (or action taken pursuant thereto), Officer's
Certificate or supplemental indenture referred to above may provide general
terms or parameters for Debt Securities of such series and provide either that
the specific terms of particular Debt Securities of such series shall be
specified in a Company Order or that such terms shall be determined by the
Company in accordance with other procedures specified in a Company Order as
contemplated by the third paragraph of Section 3.03.

            Section 3.02.     Denominations.

            Unless otherwise provided as contemplated by Section 3.01, with
respect to any series of Debt Securities, any Registered Securities of a series,
other than Registered Securities issued in global form (which may be of any
denomination), shall be issuable in denominations of $1,000 and any integral
multiple thereof and any Bearer Securities of a series, other than Bearer
Securities issued in global form (which may be of any denomination), shall be
issuable in the denomination of $5,000. Unless otherwise provided as
contemplated by Section 3.01, the Debt Securities of any series shall be payable
in Dollars.

            Section 3.03.     Execution, Authentication, Delivery and Dating.

            The Debt Securities and the Coupons, if any, of any series shall be
executed on behalf of the Company by its Chairman, a Vice Chairman, its
President, one of its Vice Presidents or its Treasurer, under its corporate seal
reproduced thereon and attested by its


                                       22
<PAGE>
Secretary or one of its Assistant Secretaries. The signature of any of these
officers may be manual or facsimile and may be printed or otherwise reproduced
on the Debt Securities.

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

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Debt Securities, with appropriate
Coupons, if any, of any series, executed by the Company, to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Debt Securities and Coupons, if any, and the Trustee in
accordance with the Company Order shall authenticate and deliver of such Debt
Securities and Coupons; provided, however, that, in the case of Debt Securities
offered in a Periodic Offering, the Trustee shall authenticate and deliver such
Debt Securities from time to time in accordance with such other procedures
(including, without limitation, the receipt by the Trustee of oral or electronic
instructions from the Company or its duly authorized agents, promptly confirmed
in writing) acceptable to the Trustee as may be specified by or pursuant to a
Company order delivered to the Trustee prior to the time of the first
authentication of Debt Securities of such series; provided, further, that, in
connection with its sale during the "restricted period" (as defined in Section
1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations), no Bearer
Security shall be mailed or otherwise delivered to any location in the United
States; and provided, further, that a Bearer Security (other than a temporary
Global Note in bearer form) may be delivered outside the United States in
connection with its original issuance only if the Person entitled to receive
such Bearer Security shall have furnished to the Euro-clear Operator or to CEDEL
a certificate substantially in the form set forth in Exhibit A to this
Indenture. If any Debt Security shall be represented by a permanent Global Note,
then, for purposes of this Section and Section 3.04, the notation of a
beneficial owner's interest therein upon original issuance of such Debt Security
or upon exchange of a portion of a temporary Global Note shall be deemed to be
delivery in connection with the original issuance of such beneficial owner's
interest in such permanent Global Note. Except as permitted by Section 3.06 or
3.07, the Trustee shall not authenticate and deliver any Bearer Security unless
all Coupons, if any, for interest then matured have been detached and cancelled.

            The Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, prior to the authentication and
delivery of the Debt Securities and Coupons, if any, of such series, (i) the
supplemental indenture or the Board Resolutions and, if applicable, Officers'
Certificate by or pursuant to which the form and terms of such Debt Securities
and Coupons, if any, have been approved, (ii) the Company Order for the
authentication and delivery of the Debt Securities and Coupons, if any, of such
series, and (iii) an Opinion of Counsel substantially to the effect that:

            (1) the form or forms of such Debt Securities and Coupons, if any,
      have been established in conformity with the provisions of this Indenture
      and the terms of such Debt Securities and Coupons, if any, have been, or
      in the case of Debt Securities offered in a Periodic Offering, will be,
      established in conformity with the provisions of this Indenture,


                                       23
<PAGE>
      subject, in the case of Debt Securities of a series offered in a Periodic
      Offering, to any conditions specified in such Opinion of Counsel;

            (2) in the event that the forms or terms of such Debt Securities and
      Coupons, if any, have been established in a supplemental indenture, the
      execution and delivery of such supplemental indenture has been duly
      authorized by all necessary corporate action of the Company, such
      supplemental indenture has been duly executed and delivered by the Company
      and, assuming due authorization, execution and delivery by the Trustee, is
      a valid and binding obligation enforceable against the Company in
      accordance with its terms, subject to the effects of bankruptcy,
      insolvency, fraudulent conveyance, reorganization, moratorium and other
      similar laws relating to or affecting creditors' rights generally, general
      equitable principles (whether considered in a proceeding in equity or at
      law) and an implied covenant of good faith and fair dealing;

            (3) the execution and delivery of such Debt Securities and Coupons,
      if any, have been duly authorized by all necessary corporate action of the
      Company and such Debt Securities and Coupons, if any, have been duly
      executed by the Company and, assuming due authentication by the Trustee
      and delivery by the Company, are valid and binding obligations enforceable
      against the Company in accordance with their terms, entitled to the
      benefit of the Indenture, subject to the effects of bankruptcy,
      insolvency, fraudulent conveyance, reorganization, moratorium and other
      similar laws relating to or affecting creditors' rights generally, general
      equitable principles (whether considered in a proceeding in equity or at
      law) and an implied covenant of good faith and fair dealing and subject to
      such other reasonable exceptions as counsel shall request and as to which
      the Trustee shall not reasonably object; and

            (4) the amount of Debt Securities Outstanding of such series,
      together with the amount of such Debt Securities, does not exceed any
      limit established under Section 6.01 on the amount of Debt Securities of
      such series that may be authenticated and delivered.

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

            With respect to Debt Securities of a series offered in a Periodic
Offering, the Trustee may rely, as to the authorization by the Company of any of
such Debt Securities, the form and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and the
other documents delivered pursuant to Sections 2.01 and 3.01 and this Section,
as applicable, in connection with the first authentication of Debt Securities of
such series.

                                       24
<PAGE>

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

            Each Registered Security shall be dated the date of its
authentication. Each Bearer Security (including any temporary or permanent or
other definitive Bearer Security in global form) shall be dated as of the date
of original issuance of the first Debt Security of such series to be issued,
except as otherwise provided pursuant to Section 3.01 with respect to the Bearer
Securities of any series.

            No Debt Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Debt Security a certificate of authentication substantially in one of the forms
provided for herein duly executed by the Trustee or by an Authenticating Agent,
and such certificate upon any Debt Security shall be conclusive evidence, and
the only evidence, that such Debt Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture. No Coupon
shall be entitled to the benefits of this Indenture or shall be valid and
obligatory for any purpose until the certificate of authentication on the Debt
Security to which such Coupon appertains shall have been duly executed by the
Trustee or by an Authenticating Agent. Notwithstanding the foregoing, if any
Debt Security shall have been duly authenticated and delivered hereunder but
never issued and sold by the Company, and the Company shall deliver such Debt
Security to the Trustee for cancellation as provided in Section 3.08 together
with an Officers' Certificate or Company Request or order (which need not
otherwise comply with Section 1.02) stating that such Debt Security has never
been issued and sold by the Company, for all purposes of this Indenture such
Debt 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 Debt Securities; Exchange of Temporary
Global Notes for Definitive Bearer Securities; Global Notes Representing
Registered Securities.

            (a) Pending the preparation of definitive Registered Securities of
any series, the Company may execute, and upon receipt of the documents required
by Section 3.03, if any, together with a Company Order, the Trustee shall
authenticate and deliver, temporary Registered Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in each case in
form reasonably satisfactory to the Trustee, in any authorized denomination for
Registered Securities of such series, substantially of the tenor of the
definitive Registered Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Registered Securities may determine in concurrence with
the Trustee (which concurrence shall not be unreasonably withheld), as
conclusively evidenced by their execution of such Registered Securities. Every
such temporary Registered Security shall be executed by the Company and shall be
authenticated and delivered by the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the definitive
Registered Securities in lieu of which they are issued. In the case of any
series issuable as Bearer Securities, such temporary Debt Securities may be in

                                       25
<PAGE>
global form, representing such of the Outstanding Debt Securities of such series
as shall be specified therein.

            Except in the case of temporary Debt Securities in global form
(which shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Debt Securities of any series are issued, the Company
will cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series, of a like Stated Maturity and with
like terms and provisions, upon surrender of the temporary Debt Securities of
such series at the office or agency of the Company in a Place of Payment for
such series, without charge to the Holder, except as provided in Section 3.05 in
connection with a transfer. Upon surrender for cancellation of any one or more
temporary Debt Securities of any series (accompanied by any unmatured Coupons),
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Debt Securities of the
same series of authorized denominations and of a like Stated Maturity and like
terms and provisions; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Registered Security; and
provided, further, that a definitive Bearer Security (including a permanent
Bearer Security in global form) shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section
3.03. Until so exchanged, the temporary Registered Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as
definitive Registered Securities of such series.

            (b) Unless otherwise permitted in or pursuant to the applicable
Board Resolution, all Bearer securities of a series shall be initially issued in
the form of a single temporary Bearer Security in global form (a "temporary
Global Note"). The Company shall execute, and upon Company Order the Trustee
shall authenticate, any temporary Global Note and any permanent Bearer Security
in global form (as described below, a "permanent Global Note") upon the same
conditions and in substantially the same manner, and with the same effect, as
definitive Bearer Securities, and the temporary or permanent Global Note, as the
case may be, shall, unless otherwise specified therein, be delivered by the
Trustee to the London office of a depositary or common depositary (the "Common
Depositary"), for the benefit of the Euro-clear Operator or CEDEL, as the case
may be, for credit to the account of the Company (in the case of sales of Bearer
Securities by the Company directly to investors) or the managing underwriter (in
the case of sales of Bearer Securities by the Company to underwriters) or such
other accounts as the Company or the managing underwriter, respectively, may
direct.

            On or after the date specified in or determined pursuant to the
terms of any temporary Global Note which (subject to any applicable laws and
regulations) shall be at least 40 days after the issue date of a temporary
Global Note (the "Exchange Date"), the Debt Securities represented by such
temporary Global Note may be exchanged for definitive Debt Securities (subject
to the second succeeding paragraph) or Debt Securities to be represented
thereafter by one or more permanent Global Notes in definitive form without
Coupons. On or after the Exchange Date, such temporary Global Note shall be
surrendered by the Common Depositary to the Trustee (or such other agent as is
specified for the purpose pursuant to Section 3.01), as the Company's agent for
such purpose at such place specified outside the United States pursuant to
Section 3.01 and following such surrender, the Trustee (or such other agent)
shall (1) endorse the


                                       26
<PAGE>
temporary Global Note to reflect the reduction of its principal amount by an
equal aggregate principal amount of such Debt Security, (2) endorse the
applicable permanent Global Note, if any, to reflect the initial amount, or an
increase in the amount of Debt Securities represented thereby, (3) manually
authenticate such definitive Debt Securities (including any permanent Global
Note), (4) deliver such definitive Debt Securities to the Holders thereof or, if
such definitive Debt Security is a permanent Global Note, deliver such permanent
Global Note to the Common Depositary to be held outside the United States for
the accounts of the Euro-clear Operator or CEDEL, as the case may be, for credit
to the respective accounts at Euro-clear Operator or CEDEL, as the case may be,
designated by or on behalf of the beneficial owners of such Debt Securities (or
to such other accounts as they may direct) and (5) redeliver such temporary
Global Note to the Common Depositary, unless such temporary Global Note shall
have been cancelled in accordance with Section 3.08 hereof; provided, however,
that, unless otherwise specified in such temporary Global Note, upon such
presentation by the Common Depositary, such temporary Global Note shall be
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by the Euro-clear Operator, as to the portion of such temporary Global
Note held for its account then to be exchanged for definitive Debt Securities
(including any permanent Global Note), and a certificate dated the Exchange Date
or a subsequent date and signed by CEDEL, as to the portion of such temporary
Global Note held for its account then to be exchanged for definitive Debt
Securities (including any permanent Global Note), each substantially in the form
set forth in Exhibit B to this Indenture. Each certificate substantially in the
form of Exhibit B hereto of the Euro-clear Operator or CEDEL, as the case may
be, shall be based on certificates of the account holders listed in the records
of the Euro-clear Operator or CEDEL, as the case may be, as being entitled to
all or any portion of the applicable temporary Global Note. An account holder of
the Euro-clear Operator or CEDEL, as the case may be, desiring to effect the
exchange of an interest in a temporary Global Note for an interest in definitive
Debt Securities (including any permanent Global Note) shall instruct the
Euro-clear Operator or CEDEL, as the case may be, to request such exchange on
its behalf and shall deliver to the Euro-clear Operator or CEDEL, as the case
may be, a certificate substantially in the form of Exhibit A hereto and dated no
earlier than 10 days prior to the Exchange Date. Until so exchanged, temporary
Global Notes shall in all respects be entitled to the same benefits under this
Indenture as definitive Debt Securities (including any permanent Global Note) of
the same series authenticated and delivered hereunder, except as to payment of
interest, if any.

            On or prior to the Exchange Date, the Company shall deliver to the
Trustee (or such other agent as may be specified for such purpose pursuant to
Section 3.01) definitive Debt Securities in an aggregate principal amount equal
to the principal amount of such temporary Global Note, executed by the Company.
At any time, on or after the Exchange Date, upon 30 days' notice to the Trustee
(and such other agent as may be specified for such purpose pursuant to Section
3.01) by the Euro-clear Operator or CEDEL, as the case may be, acting at the
request of or on behalf of the beneficial owner, a Debt Security represented by
a temporary Global Note or a permanent Global Note, as the case may be, may be
exchanged, in whole or from time to time in part, for definitive Debt Securities
without charge and the Trustee (or such agent) shall authenticate and deliver,
in exchange for each portion of such temporary Global Note or such permanent
Global Note, an equal aggregate principal amount of definitive Debt Securities
of the same series of authorized denominations and of a like Stated Maturity and
with like terms and conditions, as the portion of such temporary Global Note or
such permanent Global Note to be exchanged, which, unless the Debt Securities of
the series are not issuable both as Bearer


                                       27
<PAGE>
Securities and as Registered Securities, as contemplated by Section 3.01, shall
be in the form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof; provided,
however, that definitive Bearer Securities shall be delivered in exchange for a
portion of the temporary Global Note of the permanent Global Note only in
compliance with the requirements of the second preceding paragraph. On or prior
to the forty-fifth day following receipt by the Trustee (and such agent as may
be specified as the Company's agent for such purpose pursuant to Section 3.01)
of such notice with respect to a Debt Security, or, if such day is not a
Business Day, the next succeeding Business Day, the temporary Global Note or the
permanent Global Note, as the case may be, shall be surrendered by the Common
Depositary to the Trustee (or such other agent as may be specified as the
Company's agent for such purpose pursuant to Section 3.01), as the Company's
agent for such purpose, to be exchanged, in whole or from time to time in part,
for definitive Debt Securities without charge following such surrender, upon the
request of the Euro-clear Operator or CEDEL, as the case may be, and the Trustee
(or such agent) shall (1) endorse the applicable temporary Global Note or the
permanent Global Note to reflect the reduction of its principal amount by the
aggregate principal amount of such Debt Security, (2) cause the terms of such
Debt Security and Coupons, if any, to be entered on a definitive Debt Security,
(3) manually authenticate such definitive Debt Security, and (4) if a Bearer
Security is to be delivered, deliver such definitive Debt Security outside the
United States to the Euro-clear Operator or CEDEL, as the case may be, for or on
behalf of the beneficial owner thereof, in exchange for a portion of such
temporary Global Note or the permanent Global Note.

            Unless otherwise specified in such temporary Global Note or the
permanent Global Note, any such exchange shall be made free of charge to the
beneficial owners of such temporary Global Note or the permanent Global Note,
except that a Person receiving definitive Debt Securities must bear the cost of
insurance, postage, transportation and the like in the event that such Person
does not take delivery of such definitive Debt Securities in person at the
offices of the Euro-clear Operator or CEDEL. Definitive Debt Securities in
bearer form to be delivered in exchange for any portion of a temporary Global
Note or the permanent Global Note shall be delivered only outside the United
States. Notwithstanding the foregoing, in the event of redemption or
acceleration of all or any part of a temporary Global Note prior to the Exchange
Date, a permanent Global Note or definitive Bearer Securities, as the case may
be, will not be issuable in respect of such temporary Global Note or such
portion thereof, and payment thereon will instead be made as provided in such
temporary Global Note.

            Until exchanged in full as hereinabove provided, any temporary
Global Note or the permanent Global Note shall in all respects be entitled to
the same benefits under this Indenture as definitive Debt Securities of the same
series and tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 3.01, interest payable on such
temporary Global Note on an Interest Payment Date for Debt Securities of such
series occurring prior to the applicable Exchange Date shall be payable to the
Euro-clear Operator or CEDEL on such Interest Payment Date upon delivery by the
Euro-clear Operator or CEDEL to the Trustee of a certificate or certificates
substantially in the form set forth in Exhibit B to this Indenture, for credit
without further interest on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial owners of such
temporary Global Note on such Interest Payment Date and who have each delivered
to the Euro-clear Operator or


                                       28
<PAGE>
CEDEL, as the case may be, a certificate substantially in the form set forth in
Exhibit A to this Indenture.

            Any definitive Bearer Security authenticated and delivered by the
Trustee in exchange for a portion of a temporary Global Note or the permanent
Global Note shall not bear a Coupon for any interest which shall theretofore
have been duly paid by the Trustee to the Euro-clear Operator or CEDEL, or by
the Company to the Trustee in accordance with the provisions of this Section
3.04.

            With respect to Exhibits A and B to this Indenture, the Company may,
in its discretion and if required or desirable under applicable law, substitute
one or more other forms of such Exhibits for such Exhibits, eliminate the
requirement that any or all certificates be provided, or change the time that
any certificate may be required, provided that such substitute form or forms or
notice of elimination or change of such certification requirement have
theretofore been delivered to the Trustee (and any agent of the Company
appointed pursuant to Section 3.01 and referred to above) with a Company Request
and such form or forms, elimination or change is reasonably acceptable to the
Trustee (and any such agent).

            (c) If the Company shall establish pursuant to Section 3.01 that the
Registered Securities of a series are to be issued in whole or in part in the
form of one or more Global Notes, then the Company shall execute and the Trustee
shall, in accordance with section 3.03 and the Company order with respect to
such series, authenticate and deliver one or more Global Notes in temporary or
permanent form that (i) shall represent and shall be denominated in an amount
equal to the aggregate principal amount of the outstanding Debt Securities of
such series to be represented by one or more Global Notes, (ii) shall be
registered in the name of the U.S. Depositary for such Global Note or Notes or
the nominee of such depositary, and (iii) shall bear a legend substantially to
the following effect: "This Debt Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary, unless and until this Debt Security is exchanged in whole
or in part for Debt Securities in definitive form."

            Notwithstanding any other provision of this Section or Section 3.05,
unless and until it is exchanged in whole or in part for Registered Securities
in definitive form, a Global Note representing all or a portion of the
Registered Securities of a series may not be transferred except as a whole by
the U.S. Depositary for such series to a nominee of such depositary or by a
nominee of such depositary to such depositary or another nominee of such
depositary or by such depositary or any such nominee to a successor U.S.
Depositary for such series or a nominee of such successor depositary.

            If at any time the U.S. Depositary for the Debt Securities of a
series notifies the Company that it is unwilling or unable to continue as U.S.
Depositary for the Debt Securities of such series or if at any time the U.S.
Depositary for Debt Securities of a series shall no longer be a clearing agency
registered and in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, the Company shall appoint a
successor U.S. Depositary with respect to the Debt Securities of such series. If
a successor U.S. Depositary for the Debt Securities of such series is not
appointed by the Company within 90 days after the


                                       29
<PAGE>
Company receives such notice or becomes aware of such condition, the Company
will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Debt Securities of such series, will
authenticate and deliver, Registered Securities of such series in definitive
form in an aggregate principal amount equal to the principal amount of the
Global Note or Notes representing such series in exchange for such Global Note
or Notes.

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

            If the Registered Securities of any series shall have been issued in
the form of one or more Global Notes and if an Event of Default with respect to
the Debt Securities of such series shall have occurred and be continuing, the
Company will promptly execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of definitive Debt Securities of such
series, will authenticate and deliver, Registered Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Note or Notes representing such series in exchange for such
Global Note or Notes.

            If specified by the Company pursuant to Section 3.01 with respect to
Registered Securities of a series, the U.S. Depositary for such series of
Registered Securities may surrender a Global Note for such series of Debt
Securities in exchange in whole or in part for Registered Securities of such
series in definitive form on such terms as are acceptable to the Company and
such depositary. Thereupon, the Company shall execute and the Trustee shall
authenticate and deliver, without charge:

            (i) to each Person specified by the U.S. Depositary a new Registered
      Security or Securities of the same series, of any authorized denomination
      as requested by such Person in an aggregate principal amount equal to and
      in exchange for such Person's beneficial interest in the Global Note; and

            (ii) to the U.S. Depositary a new Global Note in a denomination
      equal to the difference, if any, between the principal amount of the
      surrendered Global Note and the aggregate principal amount of Registered
      Securities delivered to Holders thereof.

            Upon the exchange of a Global Note for Registered Securities in
definitive form, such Global Note shall be cancelled by the Trustee. Debt
Securities issued in exchange for a Global Note pursuant to this subsection (c)
shall be registered in such names and in such authorized denominations as the
U.S. Depositary for such Global Note, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Debt Securities to the Persons in whose names such Debt
Securities are so registered.


                                       30
<PAGE>
            Section 3.05. Registration, Transfer and Exchange.

            (a) The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the registers 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 and to which the Trustee
shall not have reasonably objected, the Company shall provide for the
registration of Registered Securities and of transfers and exchanges of
Registered Securities. The Trustee is hereby appointed "Security Registrar" for
the purpose of registering Registered Securities and registering transfers and
exchanges of Registered securities as herein provided; provided, however, that
the Company may appoint co-Security Registrars so long as there is no more than
one Security Registrar for each series of Debt Securities.

            Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency of the company maintained for
such purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee, one or more new Registered
Securities of the same series of like aggregate principal amount of such
denominations as are authorized for Registered Securities of such series and of
a like Stated Maturity and with like terms and conditions.

            Except as otherwise provided in Section 3.04 and this Section 3.05,
at the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of like aggregate
principal amount and of a like Stated Maturity and with like terms and
conditions, upon surrender of the Registered Securities to be exchanged at such
office or agency. Whenever any Registered Securities are surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the exchange is
entitled to receive.

            (b) If and to the extent permitted in or pursuant to the applicable
Board Resolution, the provisions of this Section 3.05(b) shall be applicable to
Bearer Securities. At the option of the Holder thereof, to the extent permitted
by law, any Bearer Security of any series which by its terms is registrable as
to principal and interest may be exchanged for a Registered Security of such
series of like aggregate principal amount and of a like Stated Maturity and with
like terms and conditions upon surrender of such Bearer Security at the
Corporate Trust office or at any other office or agency of the Company
designated pursuant to Section 3.01 for the purpose of making any such
exchanges. Any Coupon Security surrendered for exchange shall be surrendered
with all unmatured Coupons and any matured Coupons in default attached thereto.
If the Holder of a Bearer Security is unable to produce any such unmatured
Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that except as otherwise provided in Section 12.03, interest
represented by Coupons shall be payable only upon

                                       31


<PAGE>



presentation and surrender of those Coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in exchange
for a Registered Security of the same series and of a like Stated Maturity and
with like terms and conditions after the close of business at such office or
agency on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the Coupon relating to such Interest Payment Date
or proposed date for payment, as the case may be (or, if such Coupon is so
surrendered with such Bearer Security, such Coupon shall be returned to the
Person so surrendering the Bearer Security), and interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of, the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture. The Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Security or Securities which the Holder making the
exchange is entitled to receive.

            Notwithstanding the foregoing, the exchange of Bearer Securities for
Registered Securities will be subject to the provisions of United States income
tax laws and regulations applicable to Debt Securities in effect at the time of
such exchange.

            (c) Except as otherwise specified pursuant to Section 3.01, in no
event may Registered Securities, including Registered Securities received in
exchange for Bearer Securities, be exchanged for Bearer Securities.

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

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

            No service charge will be payable by the Holder for any registration
of transfer or exchange of Debt Securities except as provided in Section 3.04(b)
or 3.06. 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 Debt Securities, other than those
expressly provided in this Indenture to be made at the Company's own expense or
without expense or without charge to the Holders.

            The Company shall not be required (i) to register the transfer of or
exchange Debt Securities of any series during a period beginning at the opening
of business 15 days before the day of the transmission of a notice of redemption
of Debt Securities of such series selected for redemption under Section 13.03
and ending at the close of business on the day of such transmission, or (ii) to
register the transfer of or exchange any Debt Security so selected for

                                       32


<PAGE>


redemption in whole or in part, except the unredeemed portion of any Debt
Security being redeemed in part.

            Section 3.06. Mutilated, Destroyed, Lost and Stolen Debt Securities.

            If (i) any mutilated Debt Security or any mutilated Coupon with the
Coupon Security to which it appertains (and all unmatured Coupons attached
thereto) is surrendered to the Trustee, or (ii) the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Debt Security or any Coupon, and there is delivered to the Company and the
Trustee such security or indemnity as may be required by them to save each of
them and any Paying Agent harmless, and neither the Company nor the Trustee
receives notice that such Debt Security or Coupon has been acquired by a bona
fide purchaser, then the Company shall execute and upon Company Request the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Debt Security or in exchange for the Coupon
security to which such mutilated, destroyed, lost or stolen Coupon appertained,
a new Debt Security of the same series of like Stated maturity and with like
terms and conditions and like principal amount, bearing a number not
contemporaneously Outstanding, and, in the case of a Coupon Security, with such
Coupons attached thereto that neither gain nor loss in interest shall result
from such exchange or substitution.

            In case any such mutilated, destroyed, lost or stolen Debt security
or Coupon has become due and payable, the Company in its discretion may, instead
of issuing a new Debt Security, pay the amount due on such Debt Security or
Coupon in accordance with its terms; provided, however, that principal of (and
premium, if any) and any interest on Bearer Securities shall, except as
otherwise provided in Section 12.03, be payable only at an office or agency
located outside the United states and, unless otherwise specified as
contemplated by Section 3.01 or except as otherwise provided in this Section
3.06, any interest on Bearer Securities shall be payable only upon presentation
and surrender of the Coupons appertaining thereto.

            Upon the issuance of any new Debt Security under this section 3.06,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in respect thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

            Every new Debt Security or Coupon of any series issued pursuant to
this section shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Debt Security or
Coupon shall be at any time enforceable by anyone, and shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Debt Securities or Coupons 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 Debt Securities or Coupons.

                                       33


<PAGE>


            Section 3.07. Payment of Interest; Interest Rights Preserved.

            (a) Unless otherwise specified or contemplated by Section 3.01 with
respect to the Debt Securities of any series, interest on any Registered
Security which is payable and is punctually paid or duly provided for on any
Interest Payment Date shall be paid to the Person in whose name such Registered
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest notwithstanding the
cancellation of such Registered Security upon any registration of transfer or
exchange subsequent to the Regular Record Date. Unless otherwise specified as
contemplated by Section 3.01 with respect to the Debt Securities of any series,
payment of interest on Registered Securities shall be made at the place or
places specified pursuant to Section 3.01 or, at the option of the Company, by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or, if provided pursuant to Section 3.01, by
wire transfer to an account designated by the Registered Holders on any Coupon
Security which is payable and is punctually paid or duly provided for on any
Interest Payment Date shall be paid to the Holder of the Coupon which has
matured on such Interest Payment Date upon surrender of such Coupon on such
Interest Payment Date at an office or agency of the Company in a Place of
Payment located outside the United States specified pursuant to Section 3.01.

            Interest on any Bearer Security (other than a Coupon Security) which
is payable and is punctually paid or duly provided for on any Interest Payment
Date shall be paid to the Holder of the Bearer Security upon presentation of
such Bearer Security and notation thereon on such Interest Payment Date at such
Place of Payment outside the United states specified pursuant to Section 3.01.

            Unless otherwise specified pursuant to Section 3.01, at the
direction of the Holder of any Bearer Security or Coupon payable in Dollars,
payment on such Bearer Security or Coupon will be made upon presentation of such
Bearer Security or Coupon, by check drawn on a bank in The City of New York or,
if agreeable to the Trustee, by wire transfer to a Dollar account maintained by
such Holder outside the United States. If such payment at the offices of all
Paying Agents outside the United States becomes illegal or is effectively
precluded because of the imposition of exchange controls or similar restrictions
on the full payment or receipt of such amounts in Dollars, the Company will
appoint an office or agent in the United States at which such payment may be
made. Unless otherwise specified pursuant to Section 3.01, at the direction of
the Holder of any Bearer Security or Coupon payable in a Foreign Currency,
payment on such Bearer Security or Coupon will be made, upon presentation of
such Bearer Security or Coupon, by a check drawn on a bank outside the United
States or by wire transfer to an appropriate account maintained by such Holder
outside the United States. Except as provided in this paragraph, no payment on
any Bearer Security or Coupon will be made by mail to an address in the United
States or by wire transfer to an account in the United States.

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

                                       34


<PAGE>


            (1) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names such Registered Securities (or their
      respective Predecessor securities) are registered at the close of business
      on a Special Record Date for the payment of such Defaulted interest, which
      shall be fixed in the following manner. The company shall notify the
      Trustee in writing of the amount of Defaulted Interest proposed to be paid
      on each such Registered Security and the date of the proposed payment, and
      at the same time the Company shall deposit with the Trustee an amount of
      money in the Currency or Currency unit in which the Debt Securities of
      such series are payable (except as otherwise specified pursuant to Section
      3.01 or 3.10) 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 date shall be not more than 30 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
      the Holders of such Registered Securities at their addresses as they
      appear in the Security Register, not less than 10 days prior to such
      Special Record Date. Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been mailed as
      aforesaid, such Defaulted Interest shall be paid to the Persons in whose
      names such Registered Securities (or their respective Predecessor
      Securities) are registered at the close of business on such Special Record
      Date and shall no longer be payable pursuant to the following clause (2).

            (2) The Company may make payment of any Defaulted Interest on
      Registered Securities in any other lawful manner not inconsistent with the
      requirements of any securities exchange on which such Registered
      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.

            (c) Any Defaulted Interest payable in respect of Bearer Securities
of any series shall be payable pursuant to such procedures as may be
satisfactory to the Trustee in such manner that there is no discrimination
between the Holders of Registered Securities (if any) and Bearer Securities of
such series, and notice of the payment date therefor shall be given by the
Trustee, in the name and at the expense of the Company, in the manner provided
in Section 1.05 not more than 30 days and not less than 10 days prior to the
date of the proposed payment.

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

                                       35


<PAGE>


            Section 3.08. Cancellation.

            Unless otherwise specified pursuant to Section 3.01 for Debt
Securities of any series, all Debt Securities surrendered for payment,
redemption, registration of transfer, exchange or credit against any sinking
fund and all Coupons surrendered for payment or exchange shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee. All
Registered Securities and matured Coupons so delivered shall be promptly
cancelled by the Trustee. All Bearer Securities and unmatured Coupons so
delivered shall be promptly cancelled by the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Debt Securities or Coupons
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 Debt Securities
previously authenticated hereunder which the Company has not issued, and all
Debt securities or Coupons so delivered shall be promptly cancelled by the
Trustee. No Debt Securities or Coupons shall be authenticated in lieu of or in
exchange for any Debt Securities or Coupons cancelled as provided in this
Section 3.08, except as expressly permitted by this indenture. All cancelled
Debt Securities and Coupons held by the Trustee shall be destroyed unless the
Company by a Company Order directs that cancelled Debt Securities and Coupons
held by the Trustee be delivered to the Company. The acquisition of any Debt
Securities or Coupons by the Company shall not operate as a redemption or
satisfaction of the indebtedness represented thereby unless and until such Debt
securities or Coupons are surrendered to the Trustee for cancellation. In the
case of any temporary Global Note which shall be destroyed if the entire
aggregate principal amount of the Debt Securities represented thereby has been
exchanged, the certificate of destruction shall state that all certificates
required pursuant to Section 3.04 hereof and substantially in the form of
Exhibit B hereto, to be given by the Euro-clear Operator or CEDEL, have been
duly presented to the Trustee by the Euro-clear Operator or CEDEL, as the case
may be. Permanent Global Notes shall not be destroyed until exchanged in full
for definitive Debt Securities or until payment thereon is made in full.

            Section 3.09. Computation of Interest.

            Except as otherwise specified pursuant to Section 3.01 for Debt
Securities of any series, interest on the Debt securities of each series shall
be computed on the basis of a 360-day year of twelve 30-day months.

            Section 3.10. Currency of Payments in Respect of Debt securities.

            (a) Except as otherwise specified pursuant to Section 3.01 for
Bearer Securities of any series, payment of the principal of (and premium, if
any) and interest on Bearer Securities of such series denominated in any
Currency will be made in such Currency.

            (b) With respect to Registered Securities of any series not
permitting the election provided for in paragraph (c) below or the Holders of
which have not made the election provided for in paragraph (c) below, except as
provided in paragraph (e) below, payment of the principal of (and premium, if
any) and any interest on any Registered Security of such series will be made in
the Currency in which such Registered security is payable.

                                       36


<PAGE>


            (c) It may be provided pursuant to Section 3.01 with respect to the
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (e) and (f) below, to receive payments of principal of (and
premium, if any) and any interest on such Registered Securities in any of the
Currencies which may be designated for such election by delivering to the
Trustee a written election, to be in form and substance reasonably satisfactory
to the Trustee, not later than the close of business on the Election Date
immediately preceding the applicable payment date. If a Holder so elects to
receive such payments in any such Currency, such election will remain in effect
for such Holder or any transferee of such Holder until changed by such Holder or
such transferee by written notice to the Trustee (but any such change must be
made not later than the close of business on the Election Date immediately
preceding the next payment date to be effective for the payment to be made on
such payment date and no such change or election may be made with respect to
payments to be made on any Registered Security of such series with respect to
which an Event of Default has occurred or notice of redemption has been given by
the Company pursuant to Article Thirteen). Any Holder of any such Registered
Security who shall not have delivered any such election to the Trustee by the
close of business on the applicable Election Date will be paid the amount due on
the applicable payment date in the relevant Currency as provided in paragraph
(b) of this Section 3.10.

            (d) If the election referred to in paragraph (c) above has been
provided for pursuant to Section 3.01, then not later than the fourth Business
Day after the Election Date for each payment date, the Trustee will deliver to
the Company a written notice specifying, in the Currency in which each series of
the Registered Securities is payable, the respective aggregate amounts of
principal of (and premium, if any) and any interest on the Registered Securities
to be paid on such payment date, specifying the amounts so payable in respect of
the Registered securities as to which the Holders of Registered Securities
denominated in any Currency shall have elected to be paid in another Currency as
provided in paragraph (c) above. If the election referred to in paragraph (c)
above has been provided for pursuant to Section 3.01 and if at least one Holder
has made such election, then, on the second Business Day preceding each payment
date, the Company will deliver to the Trustee an Exchange Rate Officer's
Certificate in respect of the Currency payments to be made on such payment date.
The Currency amount receivable by Holders of Registered Securities who have
elected payment in a currency as provided in paragraph (c) above shall be
determined by the Company on the basis of the applicable Market Exchange Rate in
effect on the third Business Day (the "Valuation Date") immediately preceding
each payment date.

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

                                       37


<PAGE>


by the Currency Determination Agent, if any, in the manner provided in paragraph
(g) or (h) below.

            (f) If the Holder of a Registered Security denominated in any
Currency shall have elected to be paid in another Currency as provided in
paragraph (c) above, and a Conversion Event occurs with respect to such elected
currency, such Holder shall receive payment in the Currency in which payment
would have been made in the absence of such election. If a Conversion Event
occurs with respect to the Currency in which payment would have been made in the
absence of such election, such Holder shall receive payment in Dollars as
provided in paragraph (e) of this Section 3.10.

            (g) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Currency Determination Agent, if any, and shall be obtained
for each subsequent payment date by converting the specified Foreign Currency
into Dollars at the market Exchange Rate on the Conversion Date.

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

            (i) For purposes of this Section 3.10 the following terms shall have
the following meanings:

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

            A "Specified Amount" of a Component Currency shall mean the number
      of units of such Component Currency or fractions thereof which were
      represented in the relevant Currency unit, including, but not limited to,
      the ECU, on the Conversion Date. If after the Conversion Date the official
      unit of any Component Currency is altered by way of combination or
      subdivision, the Specified Amount of such Component Currency shall be
      divided or multiplied in the same proportion. If after the Conversion Date
      two or more Component Currencies are consolidated into a single Currency,
      the respective Specified Amounts of such Component Currencies shall be
      replaced by an amount in such single Currency equal to the sum of the
      respective Specified Amounts of such consolidated Component Currencies
      expressed in such single Currency, and such amount shall thereafter be a
      Specified Amount and such single Currency shall thereafter be a Component
      Currency. If after the Conversion Date any Component Currency shall be
      divided into two or more Currencies, the Specified Amount of such
      Component Currency shall be replaced by amounts of such two or more
      Currencies with appropriate Dollar equivalents at the Market Exchange Rate
      on the date of such replacement equal to the Dollar equivalent of the
      Specified Amount of such former Component Currency at the Market Exchange
      Rate on such date, and such amounts shall thereafter be Specified Amounts
      and such Currencies shall thereafter be Component Currencies. If after the

                                       38


<PAGE>


      Conversion Date of the relevant Currency unit, including but not limited
      to, the ECU, a Conversion Event (other than any event referred to above in
      this definition of "Specified Amount") occurs with respect to any
      Component Currency of such Currency unit, the Specified Amount of such
      Component Currency shall, for purposes of calculating the Dollar
      Equivalent of the Currency unit, be converted into Dollars at the Market
      Exchange Rate in effect on the Conversion Date of such Component Currency.

            "Election Date" shall mean the date for any series of Registered
      Securities as specified pursuant to section 301(14) by which the written
      election referred to in Section 310(c) may be made.

            (j) All decisions and determinations of the Currency Determination
Agent, if any, regarding the Dollar Equivalent of the Foreign Currency, the
Dollar Equivalent of the Currency unit and the Market Exchange Rate shall be in
its sole discretion and shall, in the absence of manifest error, be conclusive
for all purposes and irrevocably binding upon the Company and all Holders of the
Debt securities denominated or payable in the relevant Currency. In the event of
a Conversion Event with respect to a Foreign Currency, the Company, after
learning thereof, will immediately give written notice thereof to the Trustee
(and the Trustee will promptly thereafter give notice in the manner provided in
Section 1.05 to the Holders) specifying the Conversion Date. In the event of a
Conversion Event with respect to the ECU or any other Currency unit in which
Debt Securities are denominated or payable, the Company, after learning thereof,
will immediately give notice thereof to the Trustee (and the Trustee will
promptly thereafter give written notice in the manner provided in Section 1.05
to the Holders) specifying the Conversion Date and the Specified Amount of each
Component Currency on the Conversion Date. In the event of any subsequent change
in any Component Currency as set forth in the definition of Specified Amount
above, the Company, after learning thereof, will similarly give written notice
to the Trustee. The Trustee shall be fully justified and protected in relying
and acting upon information received by it from the Company and the Currency
Determination Agent, if any, and shall not otherwise have any duty or obligation
to determine such information independently.

            (k) For purposes of any provision of the Indenture where the Holders
of Outstanding Debt Securities may perform an Act which requires that a
specified percentage of the Outstanding Debt Securities of all series perform
such Act and for purposes of any decision or determination by the Trustee of
amounts due and unpaid for the principal (and premium, if any) and interest on
the Debt Securities of all series in respect of which moneys are to be disbursed
ratably, the principal of (and premium, if any) and interest on the Outstanding
Debt Securities denominated in a Foreign Currency will be the amount in Dollars
based upon the Market Exchange Rate for Debt Securities of such series, as of
the date for determining whether the Holders entitled to perform such Act have
performed it, or as of the date of such decision or determination by the
Trustee, as the case may be.

            Section 3.11. Judgments.

            If pursuant to Section 3.01 the provisions of this Section are
established as terms of a series of Debt Securities, and if for the purpose of
obtaining a judgment in any court with respect to any obligation of the Company
hereunder or under any Debt Security it shall become

                                       39


<PAGE>


necessary to convert into any other Currency any amount in the Currency due
hereunder or under such Debt Security, then such conversion shall be made at the
Market Exchange Rate as in effect on the date the Company shall make payment to
any Person in satisfaction of such judgment. If pursuant to any such judgment,
conversion shall be made on a date other than the date payment is made and there
shall occur a change between such Market Exchange Rate and the Market Exchange
Rate as in effect on the date of payment, the Company agrees to pay such
additional amounts (if any) as may be necessary to ensure that the amount paid
is equal to the amount in such other Currency which, when converted at the
Market Exchange Rate as in effect on the date of payment or distribution, is the
amount then due hereunder or under such Debt Security. Any amount due from the
Company under this Section 3.11 shall be due as a separate debt and is not to be
affected by or merged into any judgment being obtained for any other sums due
hereunder or in respect of any Debt Security. In no event, however, shall the
Company be required to pay more in the Currency or Currency unit due hereunder
or under such Debt Security at the Market Exchange Rate as in effect when
payment is made than the amount of Currency stated to be due hereunder or under
such Debt Security so that in any event the Company's obligations hereunder or
under such Debt Security will be effectively maintained as obligations in such
Currency, and the Company shall be entitled to withhold (or be reimbursed by the
applicable Holder for, as the case may be) any excess of the amount actually
realized upon any such conversion over the amount due and payable on the date of
payment or distribution.

            Section 3.12. CUSIP Numbers.

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



                                  ARTICLE Four

                           SATISFACTION AND DISCHARGE

            Section 4.01. Satisfaction and Discharge of Indenture.

            This Indenture, with respect to the Debt securities of any series
(if all series issued under this Indenture are not to be affected), shall upon
Company Request, cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of such Debt Securities herein
expressly provided for and the right to receive payments of principal (and
premium, if any) and interest on such Debt Securities) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

            (1)   either

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<PAGE>


            (A) all Debt Securities and the Coupons, if any, of such series
      theretofore authenticated and delivered (other than (i) Debt Securities
      and Coupons of such series which have been destroyed, lost or stolen and
      which have been replaced or paid as provided in Section 3.06, (ii) Coupons
      appertaining to Bearer Securities surrendered for exchange for Registered
      Securities and maturing after such exchange, whose surrender is not
      required or has been waived under Section 3.05, (iii) Coupons appertaining
      to Bearer Securities called for redemption and maturing after the relevant
      Redemption Date, whose surrender has been waived as provided in Section
      13.06, and (iv) Debt Securities and Coupons of such series 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 12.04) have been
      delivered to the Trustee for cancellation; or

            (B)   all Debt Securities and the Coupons, if any, of such series
      not theretofore delivered to the Trustee for cancellation,

                  (i)   have become due and payable, or

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

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

      and the Company, in the case of (i), (ii) or (iii) of this subclause (B),
      has irrevocably deposited or caused to be deposited with the Trustee as
      trust funds in trust for such purpose an amount in the Currency in which
      such Debt Securities are denominated (except as otherwise provided
      pursuant to Section 3.01 or 3.10) sufficient to pay and discharge the
      entire indebtedness on such Debt Securities for principal (and premium, if
      any) and interest to the date of such deposit (in the case of Debt
      Securities which have become due and payable) or to the Stated maturity or
      Redemption Date, as the case may be; provided, however, in the event a
      petition for relief under the Federal bankruptcy laws, as now or hereafter
      constituted, or any other applicable Federal or state bankruptcy,
      insolvency or other similar law, is filed with respect to the Company
      within 91 days after the deposit and the Trustee is required to return the
      deposited money to the Company, the obligations of the Company under this
      Indenture with respect to such Debt Securities shall not be deemed
      terminated or discharged;

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

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

                                       41


<PAGE>


            (4) the Company has delivered to the Trustee an Opinion of Counsel
      or a ruling by the Internal Revenue Service to the effect that such
      deposit and discharge will not cause Holders of the Debt Securities of the
      series to recognize income, gain or loss for Federal income tax purposes.

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, the obligations of
the Company under Section 12.01, and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 4.02 and the last paragraph of Section
12.04, shall survive. If, after the deposit referred to in Section 4.01 has been
made, (x) the Holder of a Debt Security is entitled to, and does, elect pursuant
to Section 3.10(c), to receive payment in a Currency other than that in which
the deposit pursuant to Section 4.01 was made, or (y) if a Conversion Event
occurs with respect to the Currency in which the deposit was made or elected to
be received by the Holder pursuant to Section 3.10(c), then the indebtedness
represented by such Debt Security shall be fully discharged to the extent that
the deposit made with respect to such Debt Security shall be converted into the
Currency in which such payment is made.

            Section 4.02. Application of Trust Money.

            Subject to the provisions of the last paragraph of Section 12.04,
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 Debt
Securities and Coupons, if any, and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company or its Affiliates
acting as Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose payment
such money has been deposited with the Trustee.

            If the Trustee or any Paying Agent is unable to apply any money in
accordance with this Article Four by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Debt Securities shall be revived and reinstated as though no deposit had
occurred pursuant to Section 4.01 until such time as the Trustee or such Paying
Agent is permitted to apply all such money in accordance with this Section 4.02;
provided, however, that if the Company makes any payment of interest (or
premium, if any) on or principal of any Debt Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Debt Securities to receive such payment from the money
held by the Trustee or such Paying Agent.

                                  ARTICLE FIVE

                                    REMEDIES

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<PAGE>
            Section 5.01. Events of Default.

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

            (1) default in the payment of any interest upon any Debt Security or
      any payment with respect to the Coupons, if any, of such series when it
      becomes due and payable, and continuance of such default for a period of
      30 days; or

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

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

            (4) default in the performance, or breach, of any covenant or
      warranty of the Company in this Indenture (other than any covenant or
      warranty a default in whose performance or whose breach is dealt with
      elsewhere in this Section 5.01 or any covenant or warranty which has been
      included in this Indenture solely for the benefit of Debt Securities of
      series other than such series), and continuance of such default or breach
      for a period of 60 days after there has been given, by registered or
      certified mail, to the Company by the Trustee or to the Company and the
      Trustee by the Holders of at least 25% in principal amount of the
      outstanding Debt Securities of such series, a written notice specifying
      such default or breach and requiring it to be remedied and stating that
      such notice is a "Notice of Default" hereunder; or

            (5) the entry of a decree or order for relief in respect of the
      Company by a court having jurisdiction in the premises in an involuntary
      case under the Federal bankruptcy laws, as now or hereafter constituted,
      or any other applicable Federal or State bankruptcy, insolvency or other
      similar law, or a decree or order adjudging the Company a bankrupt or
      insolvent, or approving as properly filed a petition seeking
      reorganization, arrangement, adjustment or composition of or in respect of
      the Company under any applicable Federal or State law, or appointing a
      receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
      similar official) of the Company or of any substantial part of its
      property, or ordering the winding up or liquidation of its affairs, and
      the continuance of any such decree or order unstayed and in effect for a
      period of 60 consecutive days; or

            (6) the commencement by the Company of a voluntary case under the
      Federal bankruptcy laws, as now or hereafter constituted, or any other
      applicable Federal or State bankruptcy, insolvency or other similar law,
      or the consent by it to the entry of an order for relief in an involuntary
      case under any such law or to the appointment of a receiver, liquidator,
      assignee, custodian, trustee, sequestrator (or other similar official) of
      the Company or of any substantial part of its property, or the making by
      it of an assignment

                                       43



<PAGE>


      for the benefit of its creditors, or the admission by it in writing of its
      inability to pay its debts generally as they become due, or the taking of
      corporate action by the company in furtherance of any such action; or

            (7) any other Event of Default provided with respect to Debt
      securities of that series pursuant to Section 3.01.

            Section 5.02. Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default with respect to Debt Securities of any series
at that time outstanding (other than an Event of Default specified in Section
5.01(5) or (6)) occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding Debt
Securities of such series may declare the principal amount (or, if any Debt
Securities of such series are Discount Securities, such portion of the principal
amount of such Discount Securities as may be specified in the terms of such
Discount Securities) of all the Debt Securities of such series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or
specified amount), plus accrued and unpaid interest (and premium, if any) (the
"Default Amount"), shall become immediately due and payable. Upon payment of the
Default Amount in the Currency in which such Debt Securities are denominated
(except as otherwise provided pursuant to Section 3.01 or 3.10), all obligations
of the Company in respect of the payment of principal of the Debt Securities of
such series shall terminate. Notwithstanding any other provision of this Section
5.02, if an Event of Default specified in Section 5.01(5) or (6) occurs, then
the Default Amount on the Debt Securities then Outstanding shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

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

            (1) the Company has paid or deposited with the Trustee a sum in the
      Currency in which such Debt Securities are denominated (except as
      otherwise provided pursuant to Section 3.01 or 3.10) sufficient to pay

            (A)   all overdue installments of interest on all Debt Securities or
                  all overdue payments with respect to any Coupons of such
                  series,

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

                                       44


<PAGE>


            (C)   to the extent that payment of such interest is lawful,
                  interest upon overdue installments of interest on each Debt
                  Security of such series or upon overdue payments on any
                  Coupons of such series at the overdue Rate, 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 any other amounts
                  due the Trustee under Section 6.07; provided, however, that
                  all sums payable under this clause (D) shall be paid in
                  Dollars;

      and

            (2) All Events of Default with respect to Debt Securities of such
      series, other than the nonpayment of the principal of Debt Securities of
      such series which has become due solely by such declaration of
      acceleration, have been cured or waived as provided in Section 5.13.

            No such rescission and waiver 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

            (1) default is made in the payment of any installment of interest on
      any Debt Security or any payment with respect to any Coupons when such
      interest or payment becomes due and payable and such default continues for
      a period of 30 days,

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

            (3) default is made in the making or satisfaction of any sinking
      fund payment or analogous obligation when the same becomes due pursuant to
      the terms of the Debt Securities of any series;

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Debt Securities or of such Coupons, the amount then due and
payable on such Debt Securities or matured Coupons, for the principal (and
premium, if any) and interest, if any, and, to the extent that payment of such
interest shall be legally enforceable, interest upon the overdue principal (and
premium, if any) and upon overdue installments of interest, at the Overdue Rate;
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
any other amounts due the Trustee under Section 6.07.

            If the Company fails to pay such amount forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such

                                       45



<PAGE>
Debt Securities and Coupons, and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or any
other obligor upon such Debt Securities and Coupons wherever situated.

            If an Event of Default with respect to Debt Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Debt Securities and
Coupons 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 the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceedings, or any voluntary or involuntary case under the
Federal bankruptcy laws, as now or hereafter constituted, relative to the
Company or any other obligor upon the Debt Securities and Coupons, if any, of a
particular series or the property of the company or of such other obligor or
their creditors, the Trustee (irrespective of whether the principal of such Debt
Securities shall then be due and payable as therein expressed or by declaration
of acceleration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

            (i) to file and prove a claim for the whole amount of principal (or,
      if the Debt securities of such series are Discount Securities, such
      portion of the principal amount as may be due and payable with respect to
      such series in accordance with Section 5.02) (and premium, if any) and
      interest owing and unpaid in respect of the Debt Securities and Coupons,
      if any, of such series and to file such other papers or documents as may
      be necessary or advisable in order to have the claims of the Trustee
      (including any claim for 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 and of the Holders of
      such Debt Securities and Coupons, if any, allowed in such judicial
      proceeding, and

            (ii) to collect and receive any moneys or other securities or
      property payable or deliverable upon the conversion or exchange of the
      Debt Securities or on any such claims and to distribute the same;

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
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 such Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

                                       46


<PAGE>



            To the extent permitted by applicable law, if the payment of any
such compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel and any other amounts due the Trustee under Section 6.07
hereof out of the estate in any such proceeding shall be denied for any reason,
payment of the same shall be secured by a lien on, and shall be paid out of, any
and all distributions, dividends, money, securities and other properties which
the Holders of the Debt Securities may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Debt
Securities and any Coupons of such series 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.

            Section 5.05. Trustee May Enforce Claims Without Possession of Debt
Securities.

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

            Section 5.06. Application of Money Collected.

            Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (and premium,
if any) or interest, upon presentation of the Debt Securities or Coupons of any
series in respect of which money has been collected and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:

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

            SECOND: To the Payment of the amounts then due and unpaid for
      principal of (and premium, if any) and interest on the Debt Securities or
      Coupons of such series, 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 Debt Securities
      or Coupons for principal (and premium, if any) and interest, respectively;
      and

            THIRD:  The balance, if any, to the Company or as the Company may
      direct.

                                       47


<PAGE>


            Section 5.07. Limitation on Suits.

            No Holder of any Debt Security or Coupon 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

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

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

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

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

            (5) no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in principal amount of the Outstanding Debt Securities of such
      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 such
Holders or of the Holders of Outstanding Debt Securities or Coupons of any other
series, 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. For the protection and enforcement of the provisions of this Section
5.07, each and every Holder of Debt Securities or Coupons of any series and the
Trustee for such series shall be entitled to such relief as can be given at law
or in equity.

            Section 5.08. Unconditional Right of Holders to Receive Principal,
Premium and Interest.

            Notwithstanding any other provision in this Indenture, each Holder
of any Debt Security or of any Coupon shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 3.07) interest on such Debt Security or Coupon on the
respective Stated Maturity or Maturities expressed in such Debt Security or
Coupon (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment and interest thereon, and such
right shall not be impaired or adversely affected without the consent of each
such Holder.

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            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 the Company, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

            Section 5.10. Rights and Remedies Cumulative.

            Except as otherwise expressly provided elsewhere in this Indenture,
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 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 any
acquiescence therein. Every right and remedy given by this Indenture 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 not less than a majority in principal amount of the
Outstanding Debt 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 Debt Securities of such series, provided, that

            (1)   such direction shall not be in conflict with any rule of
      law or with this indenture;

            (2) subject to the provisions of Section 6.01, the Trustee shall
      have the right to decline to follow any such direction if the Trustee in
      good faith shall, by a Responsible Officer or Responsible Officers of the
      Trustee, determine that the proceeding so directed would be unjustly
      prejudicial to the Holders of Debt Securities of such series not joining
      in any such direction or that the proceeding so directed may involve the
      Trustee in personal liability; and

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

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<PAGE>



            Section 5.13. Waiver of Past Defaults.

            The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
the Debt Securities of any such series waive, by notice to the Trustee and the
Company, any past default hereunder with respect to such series and its
consequences, except a default

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

            (2) in respect of a covenant or provision hereof which pursuant to
      Article Eleven cannot be modified or amended without the consent of the
      Holder of each Outstanding Debt 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 the Debt Securities of such series under this Indenture, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.

            Section 5.14. Undertaking for Costs.

            All parties to this Indenture agree, and each Holder of any Debt
Security or any Coupon by his acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit other than the Trustee of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant, but the provisions of this Section 5.14
shall not apply to any suit instituted by the Trustee, to any suit instituted by
any Holder or group of Holders holding in the aggregate more than 10% in
principal amount of the Outstanding Debt Securities of any series, or to any
suit instituted by any Holder of a Debt Security or Coupon for the enforcement
of the payment of the principal of (or premium, if any) or interest on such Debt
Security or the payment of any Coupon on or after the respective Stated Maturity
or Maturities expressed in such Debt Security or Coupon (or, in the case of
redemption, on or after the Redemption Date).

            Section 5.15. Waiver of Stay or Extension Laws.

            The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein

                                       50


<PAGE>



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.

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

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

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

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

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

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

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

            (3) the Trustee shall not be liable with respect to any action
      taken, suffered or omitted to be taken by it with respect to Debt
      Securities of any series in good faith in accordance with the direction of
      the Holders of not less than a majority in principal amount of the
      Outstanding Debt securities of such series relating to the time, method
      and

                                       51


<PAGE>


      place of conducting any proceeding for any remedy available to the
      Trustee, or exercising any trust or power conferred upon the Trustee,
      under this Indenture; and

            (4) the Trustee shall not be required to expend or risk its own
      funds or otherwise incur any financial liability in the performance of any
      of its duties hereunder, or in the exercise of any of its rights or
      powers, if it shall have reasonable grounds for believing that repayment
      of such funds or adequate indemnity against such risk or liability is not
      reasonably assured to it.

            (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 6.01.

            Section 6.02. Notice of Defaults.

            Within 90 days after the occurrence of any default hereunder known
to the Trustee with respect to Debt Securities or Coupons, if any, of any
series, the Trustee shall give notice to all Holders of Debt Securities and
Coupons, if any, of such series of such default hereunder, unless such default
shall have been cured or waived prior to such time; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest on any Debt Security or Coupon, if any, of such series or in
the payment of any sinking fund installment with respect to Debt Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of Debt Securities
and of Coupons, if any, of such series; and provided, further, that in the case
of any default of the character specified in Section 5.01(4)with respect to Debt
Securities or Coupons, if any, 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 Debt
Securities of such series.

            Notice given pursuant to this Section 6.02 with respect to
Registered Securities shall be transmitted by mail:

            (1)   to all Registered Holders, as the names and addresses of
      the Registered Holders appear in the Security Register;

            (2) to such Holders of Bearer Securities of any series as have
      within two years preceding such transmission, filed their names and
      addresses with the Trustee for such series for that purpose; and

            (3) to each Holder of a Debt Security of any series whose name and
      address appear in the information preserved at the time by the Trustee in
      accordance with Section 7.02(a) of this Indenture.

            Notice given pursuant to this section 6.02 with respect to Bearer
Securities shall be given as provided in Section 1.05.

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<PAGE>


            Section 6.03. Certain Rights of Trustee.

            Except as otherwise provided in Section 6.01 and Section 6.02:

            (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, Company order or Officers'
Certificate and any resolution of the Board of Directors shall be sufficiently
evidenced by a Board Resolution, except as may be otherwise provided in Article
Three hereof;

            (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 require an Officers' Certificate or (to
the extent that the proof or establishment of such matter requires a legal
conclusion) an opinion of Counsel, or both and may, in the absence of bad faith
on its part, rely upon such Officers' Certificate or Opinion of Counsel;

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

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

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

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

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<PAGE>



            Section 6.04. Not Responsible for Recitals or Issuance of Debt
Securities.

            The statements and recitals contained herein and in the Debt
Securities or Coupons, if any, of any series and in any other document in
connection with the sale of Debt Securities or Coupons, if any, of any series or
pursuant to this Indenture, except the Trustee's certificates of authentication,
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Debt Securities or
Coupons, if any, of any series. The Trustee shall not be (i) accountable for the
use or application by the Company of any Debt securities or Coupons, if any, of
any series or the proceeds thereof, (ii) accountable for any money paid to the
Company, or upon the Company's direction, if made under and in accordance with
any provision of this Indenture, or (iii) responsible for the use or
application, of any money received by any Paying Agent other than itself.

            Section 6.05. May Hold Debt Securities.

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

            Section 6.06. Money Held in Trust.

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

            Section 6.07. Compensation and Reimbursement.

            The Company agrees:

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

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

            (3) to indemnify the Trustee in Dollars for, and to hold is harmless
      against, any and all loss, liability, damage, claims or expense, including
      taxes (other than taxes based upon, measured by or determined by income of
      the Trustee), incurred without

                                       54


<PAGE>


      negligence or bad faith on its part, arising out of or in connection with
      the acceptance or administration of this trust or performance of its
      duties hereunder, including the costs and expenses of enforcing this
      Indenture against the Company (including Section 6.07) and of defending
      itself against any claim (whether asserted by any Holder of the Company)
      or liability in connection with the exercise or performance of any of its
      powers or duties hereunder.

            The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so promptly notify the Company,
however, shall not relieve the Company of its obligations under this paragraph
except to the extent such failure shall have materially prejudiced the Company.
The Company may at its option defend the claim and, if it so defends, then the
Trustee shall cooperate in the defense and the company shall not be responsible
for any expenses of the Trustee's counsel thereafter. It the Trustee reasonably
determines, based on written advice of counsel, that it may have available to it
defenses which are in conflict with any defenses available to the Company, then
the Trustee may have one separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent.

            As security for the performance of the obligations of the Company
under this Section 6.07, the Trustee shall have a claim prior to the Debt
Securities and Coupons, if any, upon all property and funds held or collected by
the Trustee, as such, hereunder, except funds held in trust for the benefit of
the Holders for the payment of amounts due on the Debt Securities and Coupons.

            The obligations of the Company under this Section 6.07 to compensate
and indemnify the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness under this Indenture and shall survive the
satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 5.01(5) or 5.01(6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy law.

            Section 6.08. Disqualification; Conflicting Interests.

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

                                       55


<PAGE>


            Section 6.09. Corporate Trustee Required; Eligibility.

            There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States,
any State thereof or the District of Columbia, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $75,000,000, subject to supervision or examination by Federal, State or
District of Columbia authority and eligible to act as Trustee hereunder in
compliance with Section 310(a)(1) of the Trust Indenture Act. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 6.09, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. Neither the Company nor any
person directly or indirectly controlling, controlled by, or under common
control with the Company shall serve as Trustee upon any Debt Securities.

            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 Six shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

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

            (c) The Trustee may be removed at any time with respect to the Debt
Securities of any series and a successor Trustee appointed by Act of the Holders
of not less than a majority in principal amount of the Outstanding Debt
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 with
            respect to the Debt Securities of any series after written request
            therefor by the Company or by any Holder who has been a bona fide
            Holder of a Debt Security of such series for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 6.09
            with respect to the Debt Securities of any series 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 a bankrupt or insolvent or a receiver of the Trustee or of
            its property shall be

                                       56


<PAGE>


            appointed or any public officer shall take charge or control of the
            Trustee or of its property or affairs for the purpose of
            rehabilitation, conservation or liquidation,

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

            (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 Debt Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Debt Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Debt 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 Debt 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 Debt Securities of any series
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Debt 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, become the successor Trustee with respect to the
Debt Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the
Debt Securities of any series shall have been so appointed by the Company or the
Holders of such series and accepted appointment in the manner hereinafter
provided, any Holder who has been a bona fide Holder of a Debt Security of such
series for at least six months may, subject to Section 5.14, 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 Debt
Securities of such series.

            (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Debt Securities of any series and
each appointment of a successor Trustee with respect to the Debt Securities of
any series in the manner and to the extent provided in Section 1.05 to the
Holders of Debt Securities of such series. Each notice shall include the name of
the successor Trustee with respect to the Debt Securities of such series and the
address of its corporate trust office.

            (g) Notwithstanding the replacement of the Trustee pursuant to this
Section 6.10, the Company's obligations under Section 6.07 shall continue for
the benefit of the resigned or removed Trustee to the extent such obligations
arose prior to such replacement or out of actions actually or allegedly taken or
omitted to be taken by the Trustee prior to such replacement.

                                       57


<PAGE>


            Section 6.11. Acceptance of Appointment by Successor.

            (a) In the case of an appointment hereunder of a successor Trustee
with respect to all Debt Securities, each such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee, but, on
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, subject
nevertheless to its claim, if any, provided for in Section 6.07.

            (b) In case of the appointment hereunder of a successor Trustee with
respect to the Debt securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Debt
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
Debt 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 Debt 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 Debt 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 any such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any other trust or trusts hereunder administered by any other such Trustee; and
upon the execution and delivery of any 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 Debt 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 Debt
Securities of that or those series to which the appointment of such successor
Trustee relates, subject nevertheless to its claim, if, any, provided for in
Section 6.07.

            (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 6.11, as the case may be.

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<PAGE>



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

            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 of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be otherwise qualified and eligible under
the Trust Indenture Act and this Article Six, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
any Debt 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 Debt
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Debt Securities. In case any Debt Securities shall
not have been authenticated by such predecessor Trustee, any such successor
Trustee may authenticate and deliver such Debt Securities in its own name with
the full force and effect which this Indenture provides for the certificate of
authentication of the Trustee.

            Section 6.13. Preferential Collection of Claims Against Company.

            If and when the Trustee shall be, or shall become, a creditor,
directly or indirectly, secured or unsecured, of the Company (or any other
obligor upon the Debt Securities), the Trustee shall be subject to the
provisions of Section 311 of the Trust Indenture Act.

            Section 6.14. Appointment of Authenticating Agent.

            As long as any Debt Securities of a series remain Outstanding, the
Trustee may appoint an authenticating agent (the "Authenticating Agent"), for
such period as the Trustee, with the concurrence of the Company (which
concurrence shall not be unreasonably withheld), shall elect, for such series of
Debt Securities to act as its agent on its behalf and subject to its direction
in connection with the authentication and delivery upon original issue,
exchange, registration of transfer or partial redemption or partial purchase or
otherwise of each series of Debt Securities for which it is serving as Trustee.
Debt Securities of each such series authenticated by such Authenticating Agent
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by such Trustee. Wherever
reference is made in this Indenture to the authentication and delivery of Debt
Securities of any series by the Trustee for such series or to the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee for such series by an
Authenticating Agent for such series and a certificate of authentication
executed on behalf of such Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of

                                       59


<PAGE>


condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for purposes of this Section 6.14, 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 6.14, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section 6.14.

            Any corporation into which any 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 any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Debt Securities for which it served as Authenticating
Agent without the execution or filing of any paper or any further act on the
part of the Trustee for such series or such Authenticating Agent, provided that
such corporation shall be otherwise eligible under this Section 6.14. Any
Authenticating Agent may at any time, and if it shall cease to be eligible
shall, resign by giving written notice of resignation to the trustee and to the
Company. The Trustee may, with the concurrence of the company (which concurrence
shall not be unreasonably withheld) at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating
Agent and the company.

            Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.14 with respect to
one or more or all series of Debt Securities, the Trustee for such series shall
appoint a successor Authenticating Agent, and shall provide notice of such
appointment to all Holders of Debt Securities of such series in the manner and
to the extent provided in Section 1.05. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. The Company agrees to pay
to each Authenticating Agent from time to time reasonable compensation for its
services. The Authenticating Agent for the Debt securities of any series shall
have no responsibility or liability for any action taken by it as such in good
faith and without negligence at the direction of the Trustee for such series.

            If an appointment with respect to one or more series is made
pursuant to this Section, the Debt 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 series of Debt Securities issued under the within
mentioned Indenture.

                                    Chemical Bank, as Trustee

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

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

                                       60


<PAGE>



                                  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
with respect to Registered Securities of each series for which it acts as
Trustee:

            (a) semi-annually on a date not more than 15 days after each Regular
Record Date with respect to an Interest Payment Date, if any, for the Registered
Securities of such series (or on semi-annual dates in each year to be determined
pursuant to Section 3.01 if the Registered Securities of such series do not bear
interest), a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Registered Holders as of the date 15 days next
preceding each such Regular Record Date (or such semi-annual dates, as the case
may be); and

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

provided, however, that if and so long as the Trustee shall be the security
Registrar for such series, no such list need be furnished.

            The Company shall also be required to furnish to the Trustee at all
such times set forth above all information in the possession or control of the
Company or any of its Paying Agents other than the Trustee as to the names and
addresses of the Holders of Bearer Securities of all series; provided, however,
that the Company shall have no obligation to investigate any matter relating to
any Holders of Bearer Securities of any series.

            Section 7.02. Preservation of Information; Communication to Holders.

            (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of Holders
contained in the most recent list furnished to the Trustee as provided in
Section 7.01, received by it in the capacity of Paying Agent (if so acting)
hereunder and filed with it within the two preceding years pursuant to section
7.03.

            The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished, destroy any information
received by it as Paying Agent (if so acting) hereunder upon delivering to
itself as Trustee, not earlier than 45 days after an Interest Payment Date, a
list containing the names and addresses of the Holders obtained from such
information since the delivery of the next previous list, if any, destroy any
list delivered to itself

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<PAGE>



as Trustee which was compiled from information received by it as Paying Agent
(if so acting) hereunder upon the receipt of a new list so delivered, and
destroy not earlier than two years after filing, any information filed with it
pursuant to Section 7.03.

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

            (i)   afford such applicants access to the information preserved
      at the time by the Trustee in accordance with Section 7.02(a), or

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

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

            (c) Every Holder of Debt Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with
Section 7.02(b), regardless of the source from which such

                                       62



<PAGE>


information was derived, and that the Trustee shall not be held accountable by
reason of mailing of any material pursuant to a request made under Section
7.02(b).

            Section 7.03. Reports by Trustee.

            (a) Within 60 days after May 15, 1996 and on or before May 15 in
each year thereafter, so long as any Debt Securities are Outstanding hereunder,
the Trustee shall transmit by mail to Holders of Debt Securities of any series
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust indenture Act, including, without limitation,
Section 313 thereof, in the manner provided pursuant thereto.

            (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 Debt Securities of such series are listed, with the Commission and
also with the Company. The Company will notify the Trustee when any series of
Debt Securities are listed on any stock exchange.

            Section 7.04. Reports by Company.

            The Company will:

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

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

            (3) transmit to all Holders of Debt Securities, in the manner and to
      the extent provided in Section 7.03, within 30 days after the filing
      thereof with the Trustee, such summaries of any information, documents and
      reports required to be filed by the Company pursuant to paragraphs (1) and
      (2) of this Section 7.04 as may be required by rules and regulations
      prescribed from time to time by the Commission.

                                       63

<PAGE>
                                  ARTICLE EIGHT

                             CONCERNING THE HOLDERS

            Section 8.01. Acts of Holders.

            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 an agent or
proxy duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
and a writing appointing any such agent or proxy 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. Whenever in this Indenture it is provided that the Holders of a
specified percentage in aggregate principal amount of the Outstanding Debt
Securities of any series may take any Act, the fact that the Holders of such
specified percentage have joined therein may be evidenced (a) by the instrument
or instruments executed by Holders in person or by agent or proxy appointed in
writing and a writing appointing any such agent or proxy, or (b) by the record
of Holders voting in favor thereof at any meeting of such Holders duly called
and held in accordance with the provisions of Article Nine, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Holders.

         Section 8.02. Proof of Ownership; Proof of Execution of Instruments by
Holders.

            The ownership of Registered Securities of any series shall be proved
by the Security Register for such series or by a certificate of the Security
Registrar for such series.

            The ownership of Bearer Securities shall be proved by production of
such Bearer Securities or by a certificate executed by any bank or trust
company, which certificate shall be dated and shall state that on the date
thereof a Bearer security bearing a specified identifying number or other mark
was deposited with or exhibited to the Person executing such certificate by the
Person named in such certificate, or by any other proof of possession reasonably
satisfactory to the Trustee. The holding by the Person named in any such
certificate of any Bearer Security specified therein shall be presumed to
continue for a period of one year unless at the time of determination of such
holding (1) another certificate bearing a later date issued in respect of the
same Bearer Security shall be produced, (2) such Bearer Security shall be
produced by some other Person, (3) such Bearer Security shall have been
registered on the Security Register, if, pursuant to Section 3.01, such Bearer
Security can be so registered, or (4) such Bearer Security shall have been
cancelled or paid.

            Subject to the provisions of Sections 6.01, 6.03 and 9.05, proof of
the execution of a writing appointing an agent or proxy and of the execution of
any instrument by a Holder or his agent or proxy shall be sufficient and
conclusive in favor of the Trustee and the Company if made in the following
manner:


                                       64
<PAGE>
      The fact and date of the execution by any such Person of any instrument
      may be proved by the certificate of any notary public or other officer
      authorized to take acknowledgements of deeds, that the Person executing
      such instrument acknowledged to him the execution thereof, or by an
      affidavit of a witness to such execution sworn to before any such notary
      or other such officer. Where such execution is by an officer of a
      Corporation or association or a member of a partnership on behalf of such
      Corporation, association or partnership, as the case may be, or by any
      other Person acting in a representative capacity, such certificate or
      affidavit shall also constitute sufficient proof of his authority.

            The record of any Holders meeting shall be proved in the manner
provided in Section 9.06.

            The Trustee may in any instance require further proof with respect
to any of the matters referred to in this Section 8.02 so long as the request is
a reasonable one.

            Section 8.03.     Persons Deemed Owners.

            The Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the Person in whose name any Registered Security is
registered on the Security Register as the owner of such Registered Security for
the purpose of receiving payment of the principal of (and premium., if any) and
(subject to Section 3.07) interest, if any, on such Registered Security and for
all other purposes whatsoever, whether or not such Registered Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary. The Company, the
Trustee, and any agent of the Company or the Trustee may treat the Holder of any
Bearer Security or of any Coupon as the absolute owner of such Bearer Security
or Coupon for the purposes of receiving payment thereof or on account thereof
and for all other purposes whatsoever, whether or not such Bearer Security or
Coupon be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary. All payments
made to any Holder, or upon his order, shall be valid, and, to the extent of the
sum or sums paid, effectual to satisfy and discharge the liability for moneys
payable upon such Debt Security or Coupon.

            Section 8.04.     Revocation of Consents; Future Holders Bound.

            At any time prior to (but not after) the evidencing to the Trustee,
as provided in Section 8.01, of the taking of any Act by the Holders of the
percentage in aggregate principal amount of the Outstanding Debt Securities
specified in this Indenture in connection with such Act, any Holder of a Debt
Security the number, letter or other distinguishing symbol of which is shown by
the evidence to be included in the Debt Securities the Holders of which have
consented to such Act may, by filing written notice with the Trustee at the
Corporate Trust Office and upon proof of ownership as provided in Section 8.02,
revoke such Act so far as it concerns such Debt Security. Except as aforesaid,
any such Act taken by the Holder of any Debt Security shall be conclusive and
binding upon such Holder and upon all future Holders of such Debt Security and
all past, present and future Holders of Coupons, if any, appertaining thereto
and of any Debt Securities and Coupons issued on registration of transfer or in
lieu thereof or in exchange or


                                       65
<PAGE>
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Debt Security or Coupons or such other Debt Securities
or Coupons.



                                  ARTICLE NINE

                                HOLDERS' MEETINGS

            Section 9.01. Purposes of Meetings.

            A meeting of Holders of any or all series may be called at any time
and from time to time pursuant to the provisions of this Article Nine for any of
the following purposes:

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

            (2)   to remove the Trustee for such series and appoint a
      successor Trustee pursuant to the provisions of Article six;

            (3)   to consent to the execution of an indenture or indentures
      supplemental hereto pursuant to the provisions of Section 11.02; or

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

            Section 9.02. Call of Meetings by Trustee.

            The Trustee for any series may at any time call a meeting of Holders
of such series to take any action specified in Section 9.01, to be held at such
time or times and at such place or places as the Trustee for such series shall
determine. Notice of every meeting of the Holders of any series, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given to Holders of such series in the
manner and to the extent provided in Section 1.05. Such notice shall be given
not less than 20 days nor more than 90 days prior to the date fixed for the
meeting.

            Section 9.03. Call of Meetings by Company or Holders.

            In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 33?% in aggregate principal amount of the Outstanding
Debt Securities of a series or of all series, as the case may be, shall have
requested the Trustee for such series to call a meeting of Holders of any or all
such series by written request (in the form of a Company Request, in the case of
the Company), setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not have given the notice of such meeting
within 20 days after the receipt of such request, then the Company or such
Holders may determine the time or times and


                                       66
<PAGE>
the place or places for such meetings and may call such meetings to take any
action authorized in Section 9.01, by giving notice thereof as provided in
Section 9.02.

            Section 9.04. Qualifications for Voting.

            To be entitled to vote at any meeting of Holders a Person shall be
(a) a Holder of a Debt Security of the series with respect to which such meeting
is being held or (b) a Person appointed by an instrument in writing as agent or
proxy by such Holder. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee for the series
with respect to which such meeting is being held and its counsel and any
representatives of the company and its counsel.

            Section 9.05. Quorum; Regulations.

            The Persons entitled to vote a majority in principal amount of the
Outstanding Debt Securities of a series shall constitute a quorum for a meeting
of Holders of Debt Securities of such series; provided, however, that if any
action is to be taken at such meeting with respect to a consent, waiver,
request, demand, notice, authorization, direction or other action which this
Indenture expressly provides may be made, given or taken by the Holders of not
less than a specified percentage in principal amount of the Outstanding Debt
securities of a series, the Persons holding or representing such specified
percentage in principal amount of the Outstanding Debt Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes of the
time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Debt Securities of such series, be dissolved. In any other
case, the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 9.02, except that such notice need be given only
once not less than five days prior to the date on which the meeting is scheduled
to be reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
outstanding Debt Securities of such series which shall constitute a quorum.

            Except as limited by the proviso to the first paragraph of Section
11.02, any resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of not less than a majority in principal amount
of the Outstanding Debt Securities of that series; provided, however, that,
except as limited by the proviso to the first paragraph of Section 11.02, any
resolution with respect to any consent, waiver, request, demand, notice,
authorization, direction or other action which this Indenture expressly provides
may be made, given or taken by the Holders of not less than a specified
percentage in principal amount of the Outstanding Debt Securities of a series
may be adopted at a meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid only by the affirmative vote of the Holders of
not less than such specified percentage in principal amount of the Outstanding
Debt Securities of such series.


                                       67
<PAGE>
            Any resolution passed or decision taken at any meeting of Holders of
Debt Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Debt Securities of such series and the Coupons, if
any, whether or not present or represented at the meeting.

            Notwithstanding the foregoing provisions of this Section, if any
action is to be taken at a meeting of Holders of Debt Securities of any series
with respect to any consent, waiver, request, demand, notice, authorization,
direction or other action that this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage in principal amount of
all Outstanding Debt Securities affected thereby, or of the Holders of such
series and one or more additional series:

            (i) there shall be no minimum quorum requirement for such meeting;
      and

            (ii) the principal amount of the outstanding Debt Securities of such
      series that vote in favor of such consent, waiver, request, demand,
      notice, authorization, direction or other action shall be taken into
      account in determining whether such request, demand, authorization,
      direction, notice, consent, waiver or other action has been made, given or
      taken under this Indenture.

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

            The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of such series as provided in Section 9.03 at which a
quorum is present, in which case the Company or the Holders calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
a majority vote of the meeting.

            Subject to the provisos in the definition of "Outstanding," at any
meeting each Holder of a Debt Security of the series with respect to which such
meeting is being held or proxy therefor shall be entitled to one vote for each
$1,000 principal amount (or such other amount as shall be specified as
contemplated by Section 3.01) of Debt Securities of such series held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Debt Security challenged as not Outstanding and
ruled by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Outstanding Debt
Securities of such series held by him or instruments in writing duly designating
him as the person to vote on behalf of Holders of Debt securities of such
series. Any meeting of Holders with respect to which a meeting was duly called
pursuant to the provisions of Section 9.02 or 9.03 at which a quorum is present
may be adjourned from time to time by a majority of such Holders present and the
meeting may be held as so adjourned without further notice.


                                       68
<PAGE>
            Section 9.06. Voting.

            The vote upon any resolution submitted to any meeting of Holders
with respect to which such meeting is being held shall be by written ballots on
which shall be subscribed the signatures of such Holders or of their
representatives by proxy and the serial number or numbers of the Debt Securities
held or represented by them. The permanent chairman of the meeting shall appoint
two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Holders
shall be taken and there shall be attached to said record the original reports
of the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more individuals having knowledge of the facts setting forth a copy of
the notice of the meeting and showing that said notice was transmitted as
provided in Section 9.02. The record shall show the serial numbers of the Debt
Securities voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee.

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

            Section 9.07. No Delay of Rights by Meeting.

            Nothing contained in this Article Nine shall be deemed or construed
to authorize or permit, by reason of any call of a meeting of Holders or any
rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to any Holder under any of the provisions of this
Indenture or of the Debt Securities or Coupons, if any, of any series.



                                   ARTICLE TEN

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

            Section 10.01. Company May Consolidate, etc., Only on Certain Terms.

            The Company shall not consolidate with or merge into any other
Corporation or sell or convey its properties and assets substantially as an
entirety to any Person, unless:

            (1) the Corporation formed by such consolidation or into which the
      Company is merged or the Person which acquires by sale or conveyance the
      properties and assets of the Company substantially as an entirety (the
      "successor corporation") shall be a corporation organized and existing
      under the laws of the United States or any State or the District of
      Columbia and shall expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Trustee, in form satisfactory to the
      Trustee, the due and punctual payment of the principal of (add premium, if
      any) and interest on all the


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<PAGE>
      Outstanding Debt Securities and Coupons, if any, and the performance of
      every covenant of this Indenture on the part of the Company to be
      performed or observed;

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

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

            For purposes of this Section, "sell or convey its properties and
assets substantially as an entirety" shall mean properties and assets
contributing in the aggregate to at least 80% of the Company's total
consolidated revenues as reported in the Company's last available periodic
financial report (quarterly or annual, as the case may be) filed with the
Commission.

            Section 10.02. Successor Corporation Substituted.

            Upon any consolidation with or merger into any other Corporation, or
any sale or conveyance of the properties and assets of the Company substantially
as an entirety in accordance with Section 10.01, the successor Corporation
formed by such consolidation or into which the Company is merged or to which
such sale or conveyance is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Corporation had been named as the Company
herein, and thereafter the predecessor Corporation shall be relieved of all
obligations and covenants under this Indenture and the Debt Securities and
Coupons, if any.



                                 ARTICLE ELEVEN

                             SUPPLEMENTAL INDENTURES

            Section 11.01. Supplemental Indentures Without Consent of Holders.

            Without prior notice to or 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
reasonably satisfactory to the Trustee, for any of the following purposes:

            (1) to evidence the succession of another Corporation to the rights
      of the Company, and the assumption by such successor of the covenants and
      obligations of the company, herein and in the Debt Securities and Coupons,
      if any, contained; or

            (2) to add to the covenants of the Company for the benefit of the
      Holders of all or any series of Debt Securities and the Coupons, if any,
      appertaining thereto (and if


                                       70
<PAGE>
      such covenants are to be for the benefit of less than all series, stating
      that such covenants are expressly being included solely for the benefit of
      such series), or to surrender any right or power herein conferred upon the
      Company; or

            (3) to add any additional Events of Default (and if such Events of
      Default are to be applicable to less than all series, stating that such
      Events of Default are expressly being included solely to be applicable to
      such series); or

            (4) to add or change any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the issuance of Debt
      Securities of any series in bearer form, registrable or not registrable,
      and with or without Coupons, to permit Bearer Securities to be issued in
      exchange for Registered Securities, to permit Bearer Securities to be
      issued in exchange for Bearer Securities of other authorized denominations
      or to permit the issuance of Debt Securities of any series in
      uncertificated form, provided that any such action shall not adversely
      affect the interests of the Holders of Debt Securities of any series or
      any related Coupons in any material respect; or

            (5) to change or eliminate any of the provisions of this Indenture,
      provided that any such change or elimination shall become effective only
      when there is no Outstanding Debt Security or Coupon of any series created
      prior to the execution of such supplemental indenture which is entitled to
      the benefit of such provision and as to which such supplemental indenture
      would apply; or

            (6) to secure the Debt Securities or to provide that any of the
      Company's obligations under the Debt Securities or this Indenture shall be
      guaranteed; or

            (7) to supplement any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the defeasance and
      discharge of any series of Securities pursuant to Article Four or Fifteen,
      provided that any such action shall not adversely affect the interests of
      the Holders of Debt Securities of such series or any other series of Debt
      Securities or any related Coupons in any material respect; or

            (8) to establish the form or terms of Debt Securities and Coupons,
      if any, of any series as permitted by Sections 2.01 and 3.01; or

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

            (10) to cure any ambiguity, to correct or supplement any provision
      herein which may be defective or inconsistent with any other provision
      herein, to eliminate any conflict between the terms of this Indenture and
      the Debt Securities and the Trust Indenture Act, or to make any other
      provisions with respect to matters or questions arising under this
      Indenture which shall not be inconsistent with any provision of this
      Indenture; provided such other provisions shall not adversely affect the
      interests of the


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<PAGE>
      Holders of Outstanding Debt securities or Coupons, if any, of any series
      created prior to the execution of such supplemental indenture in any
      material respect; or

            (11) to change or modify any of the provisions of this Indenture;
      provided that any such changes or modifications shall not adversely affect
      the interests of the Holders of Outstanding Debt Securities or Coupons, if
      any, of any series created prior to the execution of such supplemental
      indenture in any material respect.

            Section 11.02. Supplemental Indentures With Consent of Holders.

            With the written consent of the Holders of not less than a majority
in principal amount of the Outstanding Debt Securities of each series affected
by such supplemental indenture voting separately, 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 under this Indenture of such
Debt Securities or Coupons, if any; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Debt
Security of each such series affected thereby,

            (1) change the Stated Maturity of the principal of, or installment
      of interest, if any, on, any Debt Security, or reduce the principal amount
      thereof or the interest thereon or any premium payable upon redemption
      thereof, or change the Stated Maturity of or reduce the amount of any
      payment to be made with respect to any Coupon, or change the Currency or
      Currencies in which the principal of (and premium, if any) or interest on
      such Debt Security is denominated or payable, or reduce the amount of the
      principal of a Discount Security that would be due and payable upon a
      declaration of acceleration of the Maturity thereof pursuant to Section
      5.02, or adversely affect the right of repayment or repurchase, if any, at
      the option of the Holder, or reduce the amount of, or postpone the date
      fixed for, any payment under any sinking fund or analogous provisions for
      any Debt Security, or impair the right to institute suit for the
      enforcement of any payment on or after the Stated Maturity thereof (or, in
      the case of redemption, on or after the Redemption Date), or limit the
      obligation of the Company to maintain a paying agency outside the United
      States for payment on Bearer Securities as provided in Section 12.03; or

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

            (3) modify any of the provisions of this Section, Section 5.13 or
      Section 12.09, 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 Debt Security of
      each series affected thereby; provided, however, that this clause shall
      not be deemed to require the consent of any Holder with respect to changes


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<PAGE>
      in the references to "the Trustee" and concomitant changes in this Section
      11.02 and Section 12.09, or the deletion of this proviso, in accordance
      with the requirements of Sections 6.11 and 11.01(7).

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

            A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture with respect to one or more particular series
of Debt Securities and Coupons, if any, or which modifies the rights of the
Holders of Debt Securities and Coupons 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 Debt Securities and Coupons, if any, of any other
series.

            Section 11.03. Execution of Supplemental Indentures.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article Eleven or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 6.01) shall be fully protected in relying
upon, in addition to the Opinion of Counsel required by Section 1.02, an Opinion
of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that it will be valid and binding
on the Company in accordance with its terms. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which adversely affects
the Trustee's immunities or its material rights and duties under this Indenture
or otherwise.

            Section 11.04. Effect of Supplemental Indentures.

            Upon the execution of any supplemental indenture under this Article
Eleven, 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 Debt Securities and Coupons theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

            Section 11.05. Conformity with Trust Indenture Act.

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

            Section 11.06. Reference in Debt securities to Supplemental
Indentures.

            Debt Securities and Coupons, if any, of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article Eleven 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 Debt Securities and Coupons,
if any, of any series so modified as to conform, in the opinion of the Trustee
and the Board of Directors, to any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Trustee in
exchange for


                                       73
<PAGE>
Outstanding Debt Securities and Coupons, if any, of such series. Failure to make
the appropriate notation or issue a new Debt Security or Coupon shall not affect
the validity and effect of such supplemental indenture or of such new Debt
Security or Coupon.

            Section 11.07. Notice of Supplemental Indenture.

            Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 11.02, the Company shall transmit, in
the manner and to the extent provided in Section 1.05, to all Holders of any
series of the Debt Securities affected thereby, a notice setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to mail such note, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.



                                 ARTICLE TWELVE

                                    COVENANTS

            Section 12.01. Payment of Principal, Premium and Interest.

            The Company covenants and agrees for the benefit of each series of
Debt Securities and Coupons, if any, that it will duly and punctually pay the
principal of (and premium, if any) and interest on the Debt Securities in
accordance with the terms of the Debt Securities, the Coupons and this
Indenture. Unless otherwise specified as contemplated by Section 3.01 with
respect to any series of Debt Securities or except as otherwise provided in
Section 3.06, any interest due on Bearer Securities on or before Maturity shall
be payable only upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally mature. If so
provided in the terms of any series of Debt Securities established as provided
in Section 3.01, the interest, if any, due in respect of any temporary Global
Note or permanent Global Note, together with any additional amounts payable in
respect thereof, as provided in the terms and conditions of such Debt Security,
shall be payable only upon presentation of such Debt Security to the Trustee or
Paying Agent for notation thereon of the payment of such interest.

            Section 12.02. Officer's Certificate as to Default.

            The Company will deliver to the Trustee; on or before a date not
more than four months after the end of each fiscal year of the Company (which on
the date hereof is the calendar year) ending after the date hereof, a
certificate signed by the principal executive officer, principal financial
officer or principal accounting officer stating to the best knowledge of the
signer thereof the Company is in compliance with all covenants and conditions
under this Indenture, and, if the Company shall be in default, specifying all
such defaults and the nature thereof, including what actions are being taken or
proposed to be taken with respect thereto, of which the signer may have
knowledge. For purposes of this Section 12.02, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.


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<PAGE>
            Section 12.03. Maintenance of Office or Agency.

            If Debt Securities of a series are issuable only as Registered
Securities, the Company will maintain or cause to be maintained in each Place of
Payment for such series an office or agency where Debt Securities of that series
may be presented or surrendered for payment, where Debt Securities of that
series may be surrendered for registration of transfer or exchange or redemption
and where notices and demands to or upon the Company in respect of the Debt
Securities of that series and this Indenture may be served. If Debt Securities
of a series are issuable as Bearer Securities, the Company will maintain (A) in
the Borough of Manhattan, The City and State of New York, an office or agency
where any Registered Securities of that series, if any, may be presented or
surrendered for payment, where any Registered Securities of that series, if any,
may be surrendered for registration of transfer, where Debt Securities of that
series may be surrendered for exchange or redemption, where notices and demands
to or upon the Company in respect of the Debt securities of that series and this
Indenture may be served and where Bearer securities of that series and related
Coupons may be presented or surrendered for payment in the circumstances
described in the following paragraph (and not otherwise), (B) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
which is located outside the United States, an office or agency where Bearer
securities of that series and related Coupons may be presented and surrendered
for payment (including payment of any additional amounts payable on Securities
of that series, if so provided pursuant to Section 3.01); provided, however,
that if the Debt securities of that series are listed on The Stock Exchange of
the United Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent for the Debt
Securities of that series in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the Debt
Securities of that series are listed on such exchange, and (C) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
located outside the United States an office or agency where any Registered
Securities of that series may be surrendered for registration of transfer, where
Debt Securities of that series may be surrendered for exchange and redemption
and where notices and demands to or upon the Company in respect of the Debt
securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the locations, and any change in
the locations, of such offices or agencies. If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of that series and the related Coupons may be
presented and surrendered for payment at the offices specified in the applicable
Debt Security, and the Company hereby appoints the Trustee, or in the case of
Bearer Securities, such other agent as is specified pursuant to Section 3.01, as
its agent to receive all presentations, surrenders, notices and demands.

            No payment of principal, premium or interest on Bearer Securities
shall be made at any office or agency of the Company in the United States or by
check mailed to any address in the United states or by transfer to an account
maintained with a bank located in the United States; provided, however, that, if
the Debt Securities of a series are denominated and payable in Dollars, payment
of principal of and any premium and interest on any Bearer Security (including
any additional amounts payable on Securities of such series, if so provided
pursuant to Section


                                       75
<PAGE>
3.01) shall be made at the office of the Company's Paying Agent in the Borough
of Manhattan, The City and State of New York, if (but only if) payment in
Dollars of the full amount of such principal, premium, interest or additional
amounts, as the case may be, at all offices or agencies outside the United
States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

            The company may also from time to time designate different or
additional offices or agencies to be maintained for such purposes (in or outside
of such Place of Payment), and may from time to time rescind any such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the company of its obligations described in the preceding
paragraph. The Company will give prompt written notice to the Trustee of any
such additional designation or rescission of designation and any change in the
location of any such different or additional office or agency.

            Section 12.04. Money for Debt Securities; Payments to Be Held in
Trust.

            If the Company or any of its Affiliates shall at any time act as the
Company's Paying Agent with respect to any series of Debt Securities and
Coupons, if any, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Debt Securities of such series,
segregate gad hold is trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and will promptly notify the Trustee of its action or
failure so to act.

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

            The Company will cause each Paying Agent with respect to any series
of Debt 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 12.04, that such Paying Agent will:

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

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


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

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

            Subject to any applicable abandoned property law, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on
any Debt Security of any series and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company upon Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Debt Security or Coupon
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 transmitted in the manner and to the extent
provided by Section 1.05, 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 notification, any unclaimed balance of such money then remaining
will be repaid to the Company.

            Section 12.05. Corporate Existence.

            Subject to Article Ten, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors of the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company.

            Section 12.06. Purchase of Debt Securities by Company.

            If the Debt securities of a series are listed on The Stock Exchange
of the United Kingdom and the Republic of Ireland and such stock exchange shall
so require, the Company will not purchase any Debt Securities of that series by
private treaty at a price (exclusive of expenses and accrued interest) which
exceeds 120% of the mean of the nominal quotations of the Debt Securities of
that series as shown in The Stock Exchange Daily Official List for the last
trading day preceding the date of purchase.


                                       77
<PAGE>
            Section 12.07. Limitation on Liens.

            The Company will not create or assume and will not permit a
Restricted Subsidiary to create or assume, otherwise than in favor of the
Company or a Subsidiary, any mortgage, pledge or other lien or encumbrance upon
any Principal Property or upon any stock of any Subsidiary or any indebtedness
of any Subsidiary to the Company or such Restricted Subsidiary, whether now
owned or hereafter acquired, without making effective provision whereby the
Outstanding Debt Securities of any applicable series will be secured by such
mortgage, pledge or other lien or encumbrance equally and ratably with any and
all other obligations and indebtedness thereby secured, so long as any such
other obligations and indebtedness shall be so secured (provided, that for the
purpose of providing such equal and ratable security, the principal amount of
Outstanding Debt Securities of any series of Discount Securities shall be such
portion of the principal amount as may be specified in the terms of that
series); provided, however, that the foregoing covenant shall not be applicable
to the following:

            (a) (i) any mortgage, pledge or other lien or encumbrance on any
      such property existing on the date of this Indenture or at the time a
      Person owning a Principal Property shall become a Restricted Subsidiary,
      or (ii) any mortgage, pledge or other lien or encumbrance on any such
      property now owned or hereafter acquired or constructed by the company or
      a Restricted Subsidiary, or on which property so owned or acquired or
      constructed is located, and created prior to, contemporaneously with or
      within 120 days after, such improvement or acquisition or construction or
      the commencement of commercial operation of such property, to secure or
      provide for the payment of any part of the cost of improvements or
      purchase or construction price of such property, or (iii) the acquisition
      by the Company or a Restricted Subsidiary of any such property subject to
      any mortgage, pledge or other lien or encumbrance upon such property
      existing at the time of acquisition thereof, whether or not assumed by the
      Company or such Restricted Subsidiary, or (iv) any mortgage, pledge or
      other lien or encumbrance existing on the shares of stock or indebtedness
      of a Person at the time such Person shall become a Subsidiary; provided
      that, in the case of clause (i) of this section 12.07(a), the lien of any
      such mortgage, pledge or other lien or encumbrance does not spread to
      cover other property and, in the case of clauses (ii) through (iv) of this
      Section 12.07(a), the lien of any such mortgage, pledge or other lien or
      encumbrance does not spread to property owned prior to such acquisition or
      construction or to other property thereafter acquired or constructed, in
      each case, other than improvements on such property or acquired or
      constructed property, as the case may be;

            (b) any mortgage, pledge or other lien or encumbrance created for
      the sole purpose of extending, renewing or refunding any mortgage, pledge
      or other lien or encumbrance permitted by subsection (a) of this Section
      12.07; provided, however, that the principal amount of indebtedness
      secured thereby shall not exceed the principal amount of indebtedness so
      secured at the time of such extension, renewal or refunding and that such
      extension, renewal or refunding mortgage, pledge or other lien or
      encumbrance shall be limited to all or any part of the same property that
      secured the mortgage, pledge or other lien or encumbrance extended,
      renewed or refunded, or to other property of the Company or its Restricted
      Subsidiaries not subject to the limitations of this Section;


                                       78
<PAGE>
            (c) liens for taxes or assessments or governmental charges or levies
      not then due and delinquent or the validity of which is being contested in
      good faith, and against which an adequate reserve has been established;
      liens on any such property created in connection with pledges or deposits
      to secure public or statutory obligations or to secure performance in
      connection with bids or contracts; materialmen's, mechanic's, carrier's,
      workmen's, repairmen's or other like liens, or liens on any such property
      created in connection with deposits to obtain the release of such liens;
      liens on any such property created in connection with deposits to secure
      surety, stay, appeal or customs bonds; liens created by or resulting from
      any litigation or legal proceeding which is being contested in good faith
      by appropriate proceedings; leases and liens, rights of reverter and other
      possessory rights of the lessor thereunder; zoning restrictions,
      easements, rights-of-way or other restrictions on the use of real property
      or minor irregularities in the title thereto; and any other liens and
      encumbrances similar to those described in this subsection, the existence
      of which does not, in the opinion of the Company, materially impair the
      use by the Company or a Restricted Subsidiary of the affected property in
      the operation of the business of the Company or a Restricted Subsidiary,
      or the value of such property for the purposes of such business;

            (d) any contracts for production, research or development with or
      for the Government, directly or indirectly, providing for advance, partial
      or progress payments on such contracts and for a lien, paramount to all
      other liens, upon money advanced or paid pursuant to such contracts, or
      upon any material or supplies in connection with the performance of such
      contracts to secure such payments to the Government; and liens or other
      evidences of interest in favor of the Government, paramount to all other
      liens, on any equipment, tools, machinery, land or buildings hereafter
      constructed, installed or purchased by the Company or a Restricted
      Subsidiary primarily for the purpose of manufacturing or producing any
      product or performing any development work, directly or indirectly, for
      the Government to secure indebtedness incurred and owing to the Government
      for the construction, installation or purchase of such equipment, tools,
      machinery, land or buildings. For the purpose of this subsection (d),
      "Government" shall mean the Government of the United States and any
      department, agency or political subdivision thereof and the government of
      any foreign country with which the Company or its Subsidiaries is
      permitted to do business under applicable law and any department, agency
      or political subdivision thereof;

            (e) any mortgage, pledge or other lien or encumbrance created after
      the date of this Indenture on any property leased to or purchased by the
      Company or a Restricted Subsidiary after that date and securing, directly
      or indirectly, obligations issued by a State, a territory or a possession
      of the United States, or any political subdivision of any of the
      foregoing, or the District of Columbia, to finance the cost of acquisition
      or cost of construction of such property, provided that the interest paid
      on such obligations is entitled to be excluded from gross income of the
      recipient pursuant to Section 103(a)(1) of the Code (or any Successor to
      such provision) as in effect at the time of the issuance of such
      obligations; and

            (f) any mortgage, pledge or other lien or encumbrance not otherwise
      permitted under this Section 12.07; provided, the aggregate amount of
      indebtedness


                                       79
<PAGE>
      secured by all such mortgages, pledges or other liens or encumbrances does
      not exceed 15% of the Company's Consolidated Net Tangible Assets as at the
      end of the Company's most recently completed accounting period preceding
      the creation or assumption of such mortgage, pledge or other lien or
      encumbrance (reduced by any Attributable Debt with respect to any Sale and
      Leaseback Transaction permitted under clause (c) of, but not otherwise
      permitted by under, Section 12.08).

            Section 12.08. Limitation on Sale and Leaseback Transactions.

            The Company will not enter into and will not permit a Restricted
Subsidiary to enter into any Sale and Leaseback Transaction with respect to any
Principal Property owned by the Company or such Restricted Subsidiary on the
date of this Indenture, unless (a) such Sale and Leaseback Transaction involves
a lease for a term of not more than three years; (b) such Sale and Leaseback
Transaction is between the Company or such Restricted Subsidiary and a
Subsidiary; (c) the Company or such Restricted Subsidiary would be entitled to
incur indebtedness secured by a mortgage, pledge or other lien or encumbrance on
such Principal Property involved in such Sale and Leaseback Transaction at least
equal in amount to the Attributable Debt with respect to such Sale and Leaseback
Transaction pursuant to clause (f) of Section 12.07 without equally and ratably
securing the Debt Securities of any applicable series pursuant to such covenant;
or (d) the proceeds of such Sale and Leaseback Transaction are at least equal to
the fair market value thereof (as determined in good faith by the Board of
Directors) and the Company applies an amount equal to the greater of the net
proceeds of such sale or the Attributable Debt with respect to such Sale and
Leaseback Transaction within 180 days of such sale to either (or a combination)
of (i) the retirement (other than the mandatory retirement, mandatory prepayment
or sinking fund payment or by payment at maturity) of Funded Debt of the Company
or a Restricted Subsidiary (other than Funded Debt that is subordinated to the
Debt Securities) or (ii) the purchase, construction or development of other
comparable property.

            Section 12.09. Waiver of Certain Covenants.

            The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 12.05, 12.07 and 12.08 (and,
if so specified pursuant to Section 3.01, any other covenant not set forth
herein and specified pursuant to Section 3.01 to be applicable to the Debt
Securities of any series, except as otherwise provided pursuant to Section 3.01)
with respect to the Debt Securities of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Debt 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 expressly so 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.


                                       80
<PAGE>
                                ARTICLE THIRTEEN

                          REDEMPTION OF DEBT SECURITIES

            Section 13.01. Applicability of Article.

            Debt Securities of any series which are redeemable before their
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified pursuant to Section 3.01 for Debt Securities of any series)
in accordance with this Article Thirteen.

            Section 13.02. Election to Redeem; Notice to Trustee.

            The election of the Company to redeem (or, in the case of Discount
Securities, to permit the Holders to elect to surrender for redemption) any Debt
Securities shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of less than all of the Debt Securities of any
series pursuant to Section 13.03, the Company shall, at least 90 days before the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Debt Securities of such series to be redeemed. In the
case of any redemption of Debt Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Debt Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate and Opinion of Counsel evidencing compliance with such
restrictions.

            Section 13.03. Selection by Trustee of Debt securities to Be
Redeemed.

            Except in the case of a redemption in whole of the Bearer Securities
or the Registered Securities of such series, if less than all the Debt
Securities of any series are to be redeemed at the election of the Company, the
particular Debt Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding Debt
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate (provided, that such method
complies with the rules of any national securities exchange or quotation system
on which the Debt Securities of such series are then listed) and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Debt Securities of such series or any integral
multiple thereof) of the principal amount of Debt Securities of such series in a
denomination larger than the minimum authorized denomination for Debt Securities
of such series pursuant to Section 3.02 in the Currency in which the Debt
Securities of such series are denominated. The portions of the principal amount
of Debt Securities so selected for partial redemption shall be equal to the
minimum authorized denominations for Debt Securities of such series pursuant to
Section 3.02 in the Currency in which the Debt Securities of such series are
denominated or any integral multiple thereof, except as otherwise set forth in
the applicable form of Debt Securities. In any case when more than one
Registered Security of such series is registered in the same name, the Trustee
in its discretion may treat the aggregate principal amount so registered as if
it were represented by one Registered Security of such series.


                                       81
<PAGE>
            The Trustee shall promptly notify the Company in writing of the Debt
Securities selected for redemption and, in the case of any Debt Securities
selected for partial redemption, the principal amount thereof to be redeemed.

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

            Section 13.04. Notice of Redemption.

            Notice of redemption 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,
not less than 30 days and not more than 60 days prior to the Redemption Date to
the Holders of Debt Securities of any series to be redeemed in whole or in part
pursuant to this Article Thirteen, in the manner provided in Section 1.05. At
the Company's written request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense; provided, however, that the
Company shall deliver to the Trustee, at least 35 days or such shorter period as
the Trustee may agree to in writing prior to the Redemption Date, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in this Section 13.04. A
copy of such notice shall be given to the Trustee on the same day that the
notice is given to the Holders of such Debt Securities. Any notice so given
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice. Failure to give such notice, or any defect in such
notice to the Holder of any Debt Security of a series designated for redemption,
in whole or in part, shall not affect the sufficiency of any notice of
redemption with respect to the Holder of any other Debt Security of such series.

            All notices of redemption shall state:

            (1)   the Redemption Date,

            (2)   the Redemption Price,

            (3)   the CUSIP Number,

            (4)   the name and address of the Paying Agent,

            (5) that Debt Securities of such series are being redeemed by the
      Company pursuant to provisions contained in this Indenture or the terms of
      the Debt Securities of such series or a supplemental indenture
      establishing such series, if such be the case, and naming such provisions,
      together with a brief statement of the facts permitting such redemption,

            (6) if less than all Outstanding Debt Securities of any series are
      to be redeemed, the identification (and, in the case of partial
      redemption, the principal amounts) of the particular Debt Securities to be
      redeemed and that, after the Redemption Date, upon surrender of such Debt
      Securities, a new Debt Security or Securities in principal amount equal to
      the unredeemed portion will be issued,


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<PAGE>
            (7) that on the Redemption Date the Redemption Price will become due
      and payable upon each such Debt Security to be redeemed, and that, unless
      the Company defaults in making such redemption payment, interest thereon,
      if any, shall cease to accrue on and after said date,

            (8) that, unless otherwise specified in such notice, Coupon
      Securities of any series, if any, surrendered for redemption must be
      accompanied by all Coupons maturing subsequent to the date fixed for
      redemption, failing which the amount of any such missing Coupon or Coupons
      will be deducted from the Redemption Price,

            (9) the Place or Places of Payment where such Debt Securities are to
      be surrendered for payment of the Redemption Price, and

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

            Section 13.05. Deposit of Redemption Price.

            Not later than on Business Day prior to the Redemption Date for any
Debt Securities, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company or an Affiliate is acting as the Company's own Paying
Agent, segregate and hold in trust as provided in Section 12.04) an amount of
money in the Currency or Currencies in which such Debt Securities are
denominated (except as provided pursuant to Section 3.01) sufficient to pay the
Redemption Price of such Debt Securities or any portions thereof which are to be
redeemed on the Redemption Date.

            Section 13.06. Debt Securities Payable on Redemption Date.

            Notice of redemption having been given as aforesaid, any Debt
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price in the Currency in which the Debt Securities of
such series are payable (except as otherwise specified pursuant to Section 3.01
or 3.10), and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Debt Securities shall cease to bear
interest. Upon surrender of any such Debt security for redemption in accordance
with said notice, such Debt Security shall be paid by the Company at the
Redemption Price; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 12.03) and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and surrender of Coupons
for such interest; and provided, further, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest on Registered Securities
which have a Stated Maturity on or prior to the Redemption Date for such Debt
Securities shall be payable according to the terms of such Debt Securities and
the provisions of Section 3.07.

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


                                       83
<PAGE>
            If any Coupon Security surrendered for redemption shall not be
accompanied by all Coupons appertaining thereto maturing on or after the
Redemption Date, the Redemption Price for such Coupon Security may be reduced by
an amount equal to the face amount of all such missing Coupons. If thereafter
the Holder of such Coupon shall surrender to any Paying Agent outside the United
States any such missing Coupon in respect of which a deduction shall have been
made from the Redemption Price, such Holder shall be entitled to receive the
amount so deducted. The surrender of such missing Coupon or Coupons may be
waived by the Company and the Trustee, if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless.

            Section 13.07. Debt Securities Redeemed in Part.

            Any Debt Security which is to be redeemed only in part shall be
surrendered at the address set forth in the notice of redemption with, if the
Company, the Security Registrar or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company, the
Security Registrar and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing, and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Debt Security
without service charge, a new Debt Security or Debt Securities of the same
series, of like tenor and form, 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 Debt Security so surrendered, and, in
the case of a Coupon Security, with appropriate Coupons attached. In the case of
a Debt Security providing appropriate space for such notation, at the option of
the Holder thereof, the Trustee, in lieu of delivering a new Debt Security or
Debt Securities as aforesaid, may make a notation on such Debt Security of the
payment of the redeemed portion thereof.



                                ARTICLE FOURTEEN

                                  SINKING FUNDS

            Section 14.01. Applicability of Article.

            The provisions of this Article Fourteen shall be applicable to any
sinking fund for the retirement of Debt securities of a series except as
otherwise specified pursuant to Section 3.01 for Debt Securities of such series.

            The minimum amount of any sinking fund payment provided for by the
terms of Debt 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 Debt Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of Debt Securities
of any series, the amount of any cash sinking fund payment may be subject to
reduction as provided in Section 14.02. Each sinking fund payment shall be
applied to the redemption of Debt Securities of any series as provided for by
the terms of Debt Securities of such series.


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<PAGE>
            Section 14.02. Satisfaction of Mandatory Sinking Fund Payments with
Debt Securities.

            Subject to Section 14.03, in lieu of making all or any part of a
mandatory sinking fund payment with respect to any Debt Securities of a series
in cash, the Company may at its option (1) deliver to the Trustee Outstanding
Debt Securities of such series (other than any previously called for redemption
or presented for repayment at the option of the Holder) theretofore purchased or
otherwise acquired by the Company, together in the case of any Bearer Securities
of such series with all unmatured Coupons, if any, appertaining thereto, and (2)
receive credit for the principal amount of previously Outstanding Debt
Securities of such series which have been previously purchased or otherwise
acquired by the Company and delivered to the Trustee by the Company or the
Outstanding Debt Securities of such series which have been redeemed either at
the election of the Company pursuant to the terms of the Debt Securities of such
series or through the application of permitted optional sinking fund payments
pursuant to the terms of the Debt Securities of such series, together in the
case of any Bearer Securities of such series with all unmatured Coupons, if any,
appertaining thereto, in each case in satisfaction of all or any part of any
mandatory sinking fund payment with respect to the Debt Securities of such
series required to be made pursuant to the terms of the Debt Securities of such
series as provided for by the terms of such series; provided that the Trustee
shall have received evidence reasonably satisfactory to the Trustee, from the
Security Registrar or the Company, that the Debt Securities of such series shall
not have been previously so credited. The Debt Securities of such series shall
be received and credited for such purpose by the Trustee at the Redemption Price
specified in the Debt Securities of such series for redemption through operation
of the sinking fund and the amount of such mandatory sinking fund payment shall
be reduced accordingly.

            Section 14.03. Redemption of Debt Securities for Sinking Fund.

            Not less than 60 days prior to each sinking fund payment date for
any series of Debt Securities, the Company will deliver to the Trustee an
Officers, Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the Currency or
Currencies in which the Debt Securities of such series are denominated (except
as otherwise provided pursuant to Section 3.01) and the portion thereof, if any,
which is to be satisfied by delivering and crediting Debt Securities of such
series pursuant to Section 14.02. In the case of the failure of the Company to
deliver such certificate, or if the Trustee shall have received evidence
reasonably satisfactory to it from the Security Registrar or the Company that
Debt Securities to be delivered in payment of such sinking fund obligation shall
have been previously so credited, the sinking fund payment due on the next
succeeding sinking fund payment date for such series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of the Debt
Securities of such series subject to a mandatory sinking fund payment without
the right to deliver or credit Debt Securities as provided in Section 14.02 and
without the right to make any optional sinking fund payment with respect to such
series at such time.

            Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Debt Securities of any particular series shall be applied by the
Trustee (or by the Company or an


                                       85
<PAGE>
Affiliate if the Company or an Affiliate is acting as the Company's Paying
Agent) on the sinking fund payment date on which such payment is made (or, if
such payment is made before a sinking fund payment date, on the sinking fund
payment date immediately following the date of such payment) to the redemption
of Debt Securities of such series at the Redemption Price specified in such Debt
Securities with respect to the sinking fund. Any sinking fund moneys not so
applied or allocated by the Trustee (or by the Company or an Affiliate if the
Company or an Affiliate is acting as the Company's Paying Agent) to the
redemption of Debt Securities shall be added to the next sinking fund payment
received by the Trustee (or if the Company or an Affiliate is acting as the
Company's Paying Agent, segregated and held in trust as provided in Section
12.04) for such series and, together with such payment (or such amount so
segregated) shall be applied in accordance with the provisions of this Section
14.03. Any and all sinking fund moneys with respect to the Debt Securities of
any particular series held by the Trustee (or if the Company or an Affiliate is
acting as the Company's own Paying Agent, segregated and held in trust as
provided in Section 12.04) on the last sinking fund payment date with respect to
Debt Securities of such series and not held for the payment or redemption of
particular Debt Securities of such series shall be applied by the Trustee (or by
the Company or an Affiliate if acting as the Company's Paying Agent), together
with other moneys, if necessary, to be deposited (or segregated) sufficient for
the purpose, to the payment of the principal of the Debt Securities of such
series at Maturity.

            The Trustee shall select or cause to be selected the Debt Securities
to be redeemed upon such sinking fund payment date in the manner specified in
Section 13.03 and the Company shall cause notice of the redemption thereof to be
given in the manner provided in Section 13.04. Such notice having been duly
given, the redemption of such Debt Securities shall be made upon the terms and
in the manner stated in section 13.06.

            On or before each sinking fund payment date, the Company shall pay
to the Trustee (or, if the Company or an Affiliate is acting as the Company's
Paying Agent, the Company or an Affiliate shall segregate and hold in trust as
provided in Section 12.04) in cash a sum, in the Currency or Currencies in which
Debt Securities of such series are denominated (except as provided pursuant to
Sections 3.01 or 3.10), equal to the principal (and premium, if any) and any
interest accrued to the Redemption Date for Debt Securities or portions thereof
to be redeemed on such sinking fund payment date pursuant to this Section.



                                 ARTICLE FIFTEEN

                                   DEFEASANCE

            Section 15.01. Applicability of Article.

            If, pursuant to Section 3.01, provision is made for the defeasance
of Debt Securities of a series, and if the Debt Securities of such series are
Registered Securities and denominated and payable only in Dollars (except as
provided pursuant to Section 3.01) then the provisions of this Article Fifteen
shall be applicable except as otherwise specified pursuant to Section 3.01 for
Debt Securities of such series. Defeasance provisions, if any, for Debt


                                       86
<PAGE>
Securities denominated in a Foreign Currency or Currencies or for Bearer
Securities may be specified pursuant to Section 3.01.

            Section 15.02. Defeasance Upon Deposit of Moneys or U.S. Government
Obligations.

            At the Company's option, either (a) the Company shall be deemed to
have been Discharged (as defined below) from its obligations with respect to
Debt Securities of any series ("legal defeasance option") or (b) the Company
shall cease to be under any obligation to comply with any term, provision or
condition set forth in Sections 10.01, 12.07 and 12.08 with respect to Debt
Securities of any series (and, if so specified pursuant to Section 3.01, any
other obligation of the Company or restrictive covenant added for the benefit of
such series pursuant to Section 3.01) ("covenant defeasance option") at any time
after the applicable conditions set forth below have been satisfied:

            (1) the Company shall have deposited or caused to be deposited
      irrevocably with the Trustee as trust funds in trust, specifically pledged
      as security for, and dedicated solely to, the benefit of the Holders of
      the Debt Securities of such series (i) money in an amount, or (ii) U.S.
      Government Obligations (as defined below) which through the payment of
      interest and principal 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 of (i) and (ii), sufficient, in
      the opinion (with respect to (ii) and (iii)) of a nationally recognized
      firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee, to pay and discharge each
      installment of principal (including any mandatory sinking fund payments)
      of and premium, if any, and interest on, the Outstanding Debt securities
      of such series on the dates such installments of interest or principal and
      premium are due;

            (2) such deposit shall not cause the Trustee with respect to the
      Debt Securities of that series to have a conflicting interest for purposes
      of the Trust Indenture Act with respect to the Debt Securities of any
      series;

            (3) the Company delivers to the Trustee an Opinion of Counsel, in
      form and substance reasonably satisfactory to the Trustee, to the effect
      that the trust resulting from the deposit does not constitute, or is
      qualified as, a regulated investment company under the Investment Act of
      1940;

            (4) the Company delivers to the Trustee an Officers' Certificate and
      an Opinion of Counsel, each stating that all conditions precedent to the
      defeasance and discharge of the Debt Securities as contemplated by this
      Article Fifteen have been complied with;

            (5) such deposit will 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;


                                       87
<PAGE>
            (6) if the Debt Securities of such series are then listed on any
      national securities exchange, the Company shall have delivered to the
      Trustee an opinion of Counsel and a letter or other document from such
      exchange to the effect that the Company's exercise of its option under
      this Section would not cause such Debt Securities to be delisted;

            (7) no Event of Default or event (including such deposit) which,
      with notice or lapse of time or both, would become an Event of Default
      with respect to the Debt Securities of such series shall have occurred and
      be continuing on the date of such deposit and, with respect to the legal
      defeasance option only, no Event of Default under Section 5.01(5) or
      section 5.01(6) or event which with the giving of notice or lapse of time,
      or both, would become an Event of Default under Section 5.01(5) or Section
      5.01(6) shall have occurred and be continuing on the 91st day after such
      date; and

            (8) the Company shall have delivered to the Trustee an Opinion of
      Counsel or a ruling from the internal Revenue Service to the effect that
      such deposit, defeasance or discharge shall not cause the Holders of the
      Debt Securities of such series to recognize income, gain or loss for
      Federal income tax purposes.

Notwithstanding the foregoing, if the Company exercises its covenant defeasance
option and an Event of Default under Section 5.01(5) or Section 5.01(6) or event
which with the giving of notice or lapse of time, or both, would become an Event
of Default under Section 5.01(5) or Section 5.01(6) shall have occurred and be
continuing on the 91st day after the date of such deposit, the obligations of
the Company referred to under the definition of covenant defeasance option with
respect to such Debt Securities shall be reinstated in full.

            "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Debt Securities of such series and to have satisfied all the obligations under
this Indenture relating to the Debt Securities of such series (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same), except (A) the rights of Holders of Debt Securities of such series to
receive, from the trust fund described in clause (1) above, payment of the
principal of (and premium, if any) and interest on such Debt Securities when
such payments are due, (B) the Company's obligations with respect to the Debt
Securities of such series under Sections 3.04, 3.05, 3.06, 12.03 and 15.03 and
under Section 6.07 of this Indenture and (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder.

            "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged, or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case under clause (i) or (ii), are not callable
or redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the
account of the holder of a depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the


                                       88
<PAGE>
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 interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

            Section 15.03. Deposited Moneys and U.S. Government Obligations to
Be Held in Trust.

            All moneys and U.S. Government Obligations deposited with the
Trustee pursuant to Section 15.02 in respect of Debt Securities of a series
shall be held in trust and applied by it, in accordance with the provisions of
such Debt securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company or an Affiliate acting as the
Company's Paying Agent) as the Trustee may determine, to the Holders of such
Debt Securities, of all sums due and to become due thereon for principal (and
premium, if any) and interest, if any, but such money need not be segregated
from other funds except to the extent required by law.

            Section 15.04. Repayment to Company.

            The Trustee and any Paying Agent shall promptly pay or return to the
Company upon Company Request any moneys or U.S. Government Obligations held by
them at any time pursuant to Section 15.02 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 the legal
defeasance option or the covenant defeasance option, as the case may be, in
accordance with this Article.

            Section 15.05. Further Assurances.

            Upon the request of the Trustee, the Company will promptly execute
and deliver such additional instruments and do such further acts as in the
opinion of the Trustee may be reasonably necessary or proper to carry out more
effectively its obligations under this Indenture.

            Section 15.06. Reinstatement.

            If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article Fifteen by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Debt
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Fifteen until such time as the Trustee or Paying Agent
is permitted to apply all such money or U.S. Government Obligations in
accordance with this Article Fifteen; provided, however, that if the Company has
made any payment of interest on or principal of any Debt Securities because of
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Debt Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.


                                       89
<PAGE>
            This instrument may be executed in any number of counterparts, each
of which so executed shall constitute an original and all of which together
shall constitute one and the same instrument.


                                       90
<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.

                                    HUBBELL INCORPORATED



                                    By:    s/s James H. Biggart
                                           ----------------------
                                    Title: Secretary




Attest:
s/s Richard W. Davies
---------------------
Title: Secretary


Seal


                                    CHEMICAL BANK, as Trustee



                                    By:    s/s W. B Dodge
                                           ---------------------
                                    Title:  Vice President


Attest:
s/s Wanda Eiland
----------------------
Title: Trust Officer


Seal


                                       91
<PAGE>
STATE OF Connecticut     )
                         :  ss.:  Orange
COUNTY OF New Haven      )


            On the 18th day of September, 1995, before me personally came James
H. Biggart, to me known, who, being by me duly sworn, did depose and say that he
resides at 1207 Side Hill Rd., Cheshire, CT; that he is Treasurer of HUBBELL
INCORPORATED, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.


                                             ___________________________________
                                                       Notary Public



SEAL
<PAGE>
STATE OF NEW YORK        )
                         :  ss.:
COUNTY OF NEW YORK       )


            On the 22nd day of September, 1995, before me personally came W.B.
Dodge, to me known, who, being by me duly sworn, did depose and say that he
resides at 3682 Kenera Pl., Seaford, N.Y.; that he is Vice President of CHEMICAL
BANK, one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.


                                             ___________________________________
                                                       Notary Public



SEAL
<PAGE>
                                                                       EXHIBIT A


                            [FORMS OF CERTIFICATION]

                      [FORM OF CERTIFICATE TO BE GIVEN BY
                   PERSON ENTITLED TO RECEIVE BEARER SECURITY
                     OR INTEREST PRIOR TO AN EXCHANGE DATE]

                                   CERTIFICATE

                    [Insert title or sufficient description
                         of Securities to be delivered]

            This certificate is delivered pursuant to the Indenture, dated as of
September 15, 1995 (as amended, supplemented or otherwise modified from time to
time, the "Indenture"), between Hubbell Incorporated (the "Company") and
Chemical Bank, as Trustee. Unless otherwise defined herein, terms defined in the
Indenture are used herein as so defined.

            This is to certify that as of the date hereof and except as set
forth below _______________ principal amount of the above captioned securities
(the "Debt Securities") of the Company held by you for our account (i) is owned
by person(s) that are not United States person(s) (as defined below), (ii) is
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (as defined in Section 1.16512(c)(1)(v) of the United
States Treasury regulations) ("financial institutions") purchasing for their own
account or for resale, or (b) United States person(s) who acquired the Debt
Securities through foreign branches of United States financial institutions and
who hold the Debt Securities through such United states financial institutions
on the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise the Company or the Company's agent that it will comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the United States
Internal Revenue Code of 1986, as amended, and the Treasury regulations
thereunder), or (iii) is owned by United States or foreign financial
institution(s) for the purpose of resale during the restricted period (as
defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury
regulations), and in addition if the owner of the Debt Securities is a United
States or foreign financial institution described in clause (iii) above (whether
or not also described in clause (i) or (ii)) this is to further certify that
such financial institution has not acquired the Debt Securities for the purpose
of resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

            We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
beneficial interest in the temporary Global Note held by you for our account in
accordance with your operating procedures if any applicable statement herein is
not correct on such date, and in the absence of any such notification it may be
assumed that this certification applies as of such date.
<PAGE>
            This certificate excepts and does not relate to ________________
principal amount of Debt Securities held by you for our account as to which we
are not able to provide a certificate in this form. We understand that exchange
of such portion of the temporary Global Note representing Debt Securities for
definitive bearer Debt Securities or interests in a permanent Global Note cannot
be made until we are able to provide a certificate in this form.

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

            "United States person" means any citizen or resident of the United
States, any corporation, partnership or other entity created or organized in or
under the laws of the United States and any State or trust the income of which
is subject to United States federal income taxation regardless of its source.
"United States" means the United States of America (including the States and the
District of Columbia) and its "possessions" which include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

Dated:__________________,______

[To be dated no earlier than the
10th day before the Exchange Date)]

                                       By:______________________________________
                                         As, or as agent for, the beneficial
                                         owner(s) of the portion of the
                                         temporary Global Note to which this
                                         certificate relates.


                                       2
<PAGE>
                                                                       EXHIBIT B


               [FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR AND
                 CEDEL, S.A. IN CONNECTION WITH THE EXCHANGE OF
                     A PORTION OF A TEMPORARY GLOBAL NOTE]

                                   CERTIFICATE

                    [Insert title or sufficient description
                         of Securities to be delivered]

            This certificate is delivered pursuant to the Indenture, dated as of
September 15, 1995 (as amended, supplemented or otherwise modified from time to
time, the "Indenture"), between Hubbell Incorporated (the "Company") and
Chemical Bank, as Trustee. Unless otherwise defined herein, terms defined in the
Indenture are used herein as so defined.

            The undersigned certifies that, based solely on certifications we
have received in writing, by tested telex or by electronic transmission from
member organizations appearing in our records as persons being entitled to a
portion of the principal amount set forth below (our "Member organizations")
substantially to the effect set forth in the Indenture as of the date hereof,
______________ principal amount of the above-captioned securities (the "Debt
Securities") of the Company (i) is owned by person(s) that are not United States
person(s) (as defined below), (ii) is owned by United States person(s) that are
(a) foreign branches of United States financial institutions (as defined in
Section 1.165-12(c)(1)(v) of the United States Treasury regulations) ("financial
institutions") purchasing for their own account or for resale, or (b) United
states person(s) who acquired the Debt Securities through foreign branches of
United States financial institutions and who hold the Debt Securities through
such United States financial institutions on the date hereof (and in either case
(a) or (b), each such United states financial institution has agreed, on its own
behalf or through its agent, that we may advise the Company or the Company's
agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the Treasury
regulations thereunder), or (iii) is owned by United States or foreign financial
institution(s) for the purpose of resale during the restricted period (as
defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury
regulations), and in addition United States or foreign financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Debt Securities for the
purpose of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

            We further certify (i) that we are not making available for exchange
or collection of any interest any portion of the temporary Global Note excepted
in such certifications and (ii) that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange or collection of any interest are no longer
true and cannot be relied upon as of the date hereof.
<PAGE>
            We understand that this certificate is required in connection with
certain tax laws and regulations of the United States. If administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

            "United States person" means any citizen or resident of the United
States, any corporation, partnership or other entity created or organized in or
under the laws of the United States and any estate or trust the income of which
is subject to United States federal income taxation regardless of its source.
"United States" means the United States of America (including the States and the
District of Columbia) and its "possessions" which include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, wake Island and the Northern Mariana
Islands.

Dated:  ____________________ __

[To be dated no earlier than the
Exchange Date]
                                       By:______________________________________
                                       (MORGAN GUARANTY TRUST COMPANY OF NEW
                                          YORK, BRUSSELS OFFICE, as operator of
                                          the Euro-Clear System) [CEDEL, S.A.]


                                       2