<PAGE>

                                                                     EXHIBIT 4.4

                        [FORM OF SUBORDINATED INDENTURE]

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

                              OLD NATIONAL BANCORP

                                       AND

            J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEE

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

                                    Indenture

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

                               Dated as of

                         (Subordinated Debt Securities)

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

<PAGE>

                         Reconciliation and tie between
             Trust Indenture Act of 1939 (the "Trust Indenture Act")
                               and this Indenture

<TABLE>
<CAPTION>
Trust Indenture Act Section                                   Indenture Section
---------------------------                                   -----------------
<S>                                                           <C>
Section 310(a)(1).........................................         609
        (a)(2)............................................         609
        (b)...............................................         610
Section 312(a)............................................         701
        (b)...............................................         702
        (c)...............................................         702
Section 313(a)703.........................................         703
        (b)(2)............................................         703
        (c)...............................................         703
        (d)...............................................         703
Section 314(a)............................................         704
        (c)(1)............................................         102
        (c)(2)............................................         102
        (e)...............................................         102
        (f)...............................................         102
Section 316(a)(last sentence).............................         101
        (a)(1)(A).........................................         502, 512
        (a)(1)(B).........................................         513
        (b)...............................................         508
Section 317(a)(1).........................................         503
        (a)(2)............................................         504
        (b)...............................................         1003
Section 318(a)............................................         108
</TABLE>

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

Attention should also be directed to Section 318(c) of the Trust Indenture Act,
which provides that the provisions of Sections 310 to and including 317 are a
part of and govern every qualified indenture, whether or not physically
contained herein.

                                      - i-

<PAGE>

                                TABLE OF CONTENTS

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

<TABLE>
<S>                                                                                                       <C>
Section 101. Definitions...............................................................................   1
              Act......................................................................................   2
              Additional Amounts.......................................................................   2
              Affiliate................................................................................   2
              Authenticating Agent.....................................................................   2
              Authorized Newspaper.....................................................................   2
              Bearer Security..........................................................................   2
              Board of Directors.......................................................................   3
              Board Resolution.........................................................................   3
              Business Day.............................................................................   3
              Certificate of a Firm of Independent Public Accountants..................................   3
              Commission...............................................................................   3
              Company..................................................................................   3
              Company Request and Company Order........................................................   3
              Corporate Trust Office...................................................................   3
              corporation..............................................................................   3
              coupon...................................................................................   3
              Defaulted Interest.......................................................................   4
              Depository...............................................................................   4
              Dollars or $.............................................................................   4
              Event of Default.........................................................................   4
              Government Obligations...................................................................   4
              Guarantee................................................................................   4
              Holder...................................................................................   4
              Indenture................................................................................   4
              Indexed Security.........................................................................   4
              interest.................................................................................   4
              Interest Payment Date....................................................................   5
              mandatory sinking fund payment...........................................................   5
              Maturity.................................................................................   5
              New York Facility........................................................................   5
              Officers' Certificate....................................................................   5
              ONB Trust................................................................................   5
              Opinion of Counsel.......................................................................   5
              optional sinking fund payment............................................................   5
              Original Issue Discount Security.........................................................   5
              Outstanding..............................................................................   5
              Paying Agent.............................................................................   6
              Person...................................................................................   6
              Place of Payment.........................................................................   7
              Predecessor Security.....................................................................   7
</TABLE>

                                     - ii-

<PAGE>

<TABLE>
<S>                                                                                                 <C>
              Redemption Date....................................................................    7
              Redemption Price...................................................................    7
              Registered Security................................................................    7
              Regular Record Date................................................................    7
              Responsible Officer................................................................    7
              Security or Securities.............................................................    7
              Security Register and Security Registrar...........................................    7
              Senior Indebtedness................................................................    7
              Special Record Date................................................................    8
              Stated Maturity....................................................................    8
              Subsidiary.........................................................................    8
              Trust Indenture Act................................................................    8
              Trustee............................................................................    8
              United States......................................................................    9
              United States Alien................................................................    9
              U.S. Depository or Depository......................................................    9
Section 102. Compliance Certificates and Opinions................................................    9
Section 103. Form of Documents Delivered to Trustee..............................................   10
Section 104. Acts of Holders.....................................................................   10
Section 105. Notices, etc., to Trustee and Company...............................................   13
Section 106. Notice to Holders of Securities; Waiver.............................................   13
Section 107. Language of Notices, etc............................................................   14
Section 108. Conflict with Trust Indenture Act...................................................   14
Section 109. Effect of Headings and Table of Contents............................................   14
Section 110. Successors and Assigns..............................................................   14
Section 111. Separability and Saving Clauses.....................................................   15
Section 112. Benefits of Indenture...............................................................   15
Section 113. Governing Law.......................................................................   15
Section 114. Legal Holidays......................................................................   15
Section 115. No Recourse Against Others..........................................................   15

                                           ARTICLE TWO
                                         SECURITY FORMS

Section 201. Forms of Securities.................................................................   16
Section 202. Form of Trustee's Certificate of Authentication.....................................   16
Section 203. Securities in Global Form...........................................................   17

                                          ARTICLE THREE
                                         THE SECURITIES

Section 301. Amount Unlimited; Issuable in Series................................................   17
Section 302. Currency; Denominations.............................................................   20
Section 303. Execution, Authentication, Delivery and Dating......................................   21
Section 304. Temporary Securities................................................................   23
Section 305. Registration, Registration of Transfer and Exchange.................................   23
Section 306. Mutilated, Destroyed, Lost and Stolen Securities....................................   27
</TABLE>

                                     - iii-
<PAGE>

<TABLE>
<S>                                                                                                    <C>
Section 307. Payment of Interest and Certain Additional Amounts; Rights Preserved...................   28
Section 308. Persons Deemed Owners..................................................................   30
Section 309. Cancellation...........................................................................   30
Section 310. Computation of Interest................................................................   31

                                            ARTICLE FORE
                                     SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Indenture................................................   31
Section 402. Application of Trust Money.............................................................   33

                                            ARTICLE FIVE
                                              REMEDIES

Section 501. Events of Default......................................................................   34
Section 502. Acceleration of Maturity; Rescission and Annulment.....................................   34
Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee........................   35
Section 504. Trustee May File Proofs of Claim.......................................................   36
Section 505. Trustee May Enforce Claims without Possession of Securities or Coupons.................   37
Section 506. Application of Money Collected.........................................................   37
Section 507. Limitation on Suits....................................................................   38
Section 508. Unconditional Right of Holders to Receive Principal and any Premium, Interest and
                  Additional Amounts................................................................   38
Section 509. Restoration of Rights and Remedies.....................................................   39
Section 510. Rights and Remedies Cumulative.........................................................   39
Section 511. Delay or Omission Not Waiver...........................................................   39
Section 512. Control by Holders of Securities.......................................................   39
Section 513. Waiver of Past Defaults................................................................   40
Section 514. Undertaking for Costs..................................................................   40
Section 515. Waiver of Stay or Extension Laws.......................................................   40

                                            ARTICLE SIX
                                            THE TRUSTEE

Section 601. Certain Duties and Responsibilities....................................................   41
Section 602. Notice of Defaults.....................................................................   42
Section 603. Certain Rights of Trustee..............................................................   42
Section 604. Not Responsible for Recitals or Issuance of Securities.................................   44
Section 605. May Hold Securities....................................................................   44
Section 606. Money Held in Trust....................................................................   44
Section 607. Compensation and Reimbursement.........................................................   44
Section 608. Disqualifications; Conflicting Interests...............................................   45
Section 609. Corporate Trustee Required; Eligibility................................................   45
Section 610. Resignation and Removal; Appointment of Successor......................................   45
Section 611. Acceptance of Appointment by Successor.................................................   47
Section 612. Merger, Conversion, Consolidation or Succession to Business............................   48
Section 613. Appointment of Authenticating Agent....................................................   48
</TABLE>

                                     - iv -
<PAGE>

                                           ARTICLE SEVEN
                          HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

<TABLE>
<S>                                                                                                    <C>
Section 701. Company to Furnish Trustee Names and Addresses of Holders of Registered Securities.....   50
Section 702. Preservation of Information; Communications to Holders.................................   51
Section 703. Reports by Trustee.....................................................................   51
Section 704. Reports by Company.....................................................................   51

                                           ARTICLE EIGHT
                             CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 801. Consolidations and Mergers of Company and Sales and Conveyances Permitted Subject to
                  Certain Conditions................................................................   52
Section 802. Rights and Duties of Successor Corporation.............................................   53
Section 803. Officers' Certificate and Opinion of Counsel...........................................   53

                                           ARTICLE NINE
                                      SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures Without Consent of Holders.....................................   54
Section 902. Supplemental Indentures With Consent of Holders........................................   55
Section 903. Execution of Supplemental Indentures...................................................   56
Section 904. Effect of Supplemental Indentures......................................................   56
Section 905. Conformity with Trust Indenture Act....................................................   57
Section 906. Reference in Securities to Supplemental Indentures.....................................   57
Section 907. Effect on Senior Indebtedness..........................................................   57

                                            ARTICLE TEN
                                             COVENANTS

Section 1001. Payment of Principal and any Premium, Interest and Additional Amounts.................   57
Section 1002. Maintenance of Office or Agency.......................................................   57
Section 1003. Money for Securities Payments to be Held in Trust.....................................   59
Section 1004. Additional Amounts....................................................................   60
Section 1005. Statement as to Compliance; Notice of Certain Defaults................................   61
Section 1006. Corporate Existence...................................................................   61
Section 1007. Waiver of Certain Covenants...........................................................   61

                                           ARTICLE ELEVEM
                                      REDEMPTION OF SECURITIES

Section 1101. Applicability of Article..............................................................   61
Section 1102. Election to Redeem; Notice to Trustee.................................................   62
Section 1103. Selection by Trustee of Securities to be Redeemed.....................................   62
Section 1104. Notice of Redemption..................................................................   62
Section 1105. Deposit of Redemption Price...........................................................   64
Section 1106. Securities Payable on Redemption Date.................................................   64
</TABLE>

                                      - v -
<PAGE>

<TABLE>
<S>                                                                                                    <C>
Section 1107. Securities Redeemed in Part...........................................................   65

                                           ARTICLE TWELVE
                                           SINKING FUNDS

Section 1201. Applicability of Article..............................................................   65
Section 1202. Satisfaction of Sinking Fund Payments with Securities.................................   65
Section 1203. Redemption of Securities for Sinking Fund.............................................   66

                                          ARTICLE THIRTEEN
                                 REPAYMENT AT THE OPTION OF HOLDERS

Section 1301. Applicability of Article..............................................................   66

                                          ARTICLE FOURTEEN
                                 MEETINGS OF HOLDERS OF SECURITIES

Section 1401. Purposes for Which Meetings May Be Called.............................................   67
Section 1402. Call, Notice and Place of Meetings....................................................   67
Section 1403. Persons Entitled to Vote at Meetings..................................................   67
Section 1404. Quorum; Action........................................................................   68
Section 1405. Determination of Voting Rights; Conduct and Adjournment of Meetings...................   68
Section 1406. Counting Votes and Recording Action of Meetings.......................................   69

                                          ARTICLE FIFTEEN
                                           SUBORDINATION

Section 1501. Agreement to Subordinate..............................................................   70
Section 1502. Default on Senior Indebtedness........................................................   70
Section 1503. Liquidation; Termination; Bankruptcy..................................................   71
Section 1504. Subrogation...........................................................................   72
Section 1505. Trustee to Effectuate Subordination...................................................   73
Section 1506. Notice by the Company.................................................................   73
Section 1507. Rights of the Trustee; Holders of Senior Indebtedness.................................   74
Section 1508. Subordination May Not Be Impaired.....................................................   74
</TABLE>

                                     - vi -
<PAGE>


      THIS INDENTURE, dated as of -, 2004 between OLD NATIONAL BANCORP, an
Indiana corporation (the "Company"), having its principal office at One Main
Street, Evansville, Indiana 47708 and J. P. Morgan Trust Company, National
Association, a national banking association, as Trustee (the "Trustee"), having
its corporate trust office at 227 West Monroe, 26th Floor, Chicago, Illinois
60606.

                                   WITNESSETH:

      WHEREAS, the Company deems it desirable to issue from time to time debt
securities evidencing its unsecured subordinated indebtedness (the "Securities")
and has duly authorized the execution and delivery of this Indenture to provide
for the issuance of the Securities, unlimited as to principal amount, to bear
such rates of interest, if any, to mature at such time or times, to be issued in
one or more series and to have such other provisions as shall be fixed as
hereinafter provided; and

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

      WHEREAS, this Indenture is subject to the provisions of the Trust
Indenture Act (as hereinafter defined) and the rules and regulations of the
Commission (as hereinafter defined) promulgated thereunder that are required to
be part of this Indenture and, to the extent applicable, shall be governed by
such provisions.

      NOW, THEREFORE:

      For and in consideration of the premises and the purchase of the
Securities by the Holders (as hereinafter defined) thereof, the Company and the
Trustee mutually covenant and agree, for the equal and proportionate benefit of
all Holders from time to time of the Securities or of any series thereof, as
follows:

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

      Section 101. Definitions.

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

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

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

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

<PAGE>

      principles in the United States 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 at
      the date of such computation;

            (d) 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; and

            (e) the term "day," unless designated as a "Business Day," means a
      calendar day.

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

            "Additional Amounts" means any additional amounts that are required
      by the Securities of a particular series or by or pursuant to a
      supplemental indenture, Board Resolution or other instrument authorizing
      such series of Securities, under the circumstances specified therein, to
      be paid by the Company in respect of certain taxes, duties, assessments or
      other governmental charges imposed on certain Holders and which are owing
      to such Holders.

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

            "Authenticating Agent" means any Person authorized by the Trustee
      pursuant to Section 613 to act on behalf of the Trustee to authenticate
      Securities of one or more series.

            "Authorized Newspaper" means a newspaper, in an official language of
      the country of publication or in the English language, customarily
      published on each Business Day, whether or not published on Saturdays,
      Sundays or holidays, and of general circulation in the place in connection
      with which the term is used or in the financial community of such place.
      Where successive publications are required to be made in Authorized
      Newspapers, the successive publications may be made in the same or in
      different Authorized Newspapers in the same city meeting the foregoing
      requirements and in each case on any Business Day.

            "Bearer Security" means any Security in the form established
      pursuant to Section 201 which is payable to bearer.

                                       2
<PAGE>

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

            "Board Resolution" means a copy of one or more resolutions 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, delivered to the Trustee.

            "Business Day" when used with respect to any Place of Payment or any
      other particular location referred to in this Indenture or in the
      Securities, means each Monday, Tuesday, Wednesday, Thursday and Friday
      that is not a day on which banking institutions in that Place of Payment
      or such other location are authorized or obligated by law or executive
      order to close except as may otherwise be provided in the form of
      Securities of any particular series pursuant to the provisions of this
      Indenture.

            "Certificate of a Firm of Independent Public Accountants" means a
      certificate signed by an independent public accountant or a firm of
      independent public accountants who may be the independent public
      accountants regularly retained by the Company or who may be other
      independent public accountants. Such accountant or firm shall be entitled
      to rely upon an Opinion of Counsel as to the interpretation of any legal
      matters relating to such certificate.

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

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

            "Company Request" and "Company Order" mean, respectively, a written
      request or a written order signed in the name of the Company by the
      Chairman, the President, a Senior Vice President, the Controller, the
      Treasurer or the Secretary of the Company, delivered to the Trustee.

            "Corporate Trust Office" means the office of the Trustee in the City
      of Chicago, Illinois at which, at any particular time, its corporate trust
      business shall be principally administered, which office on the date of
      execution of this Indenture is located at J. P. Morgan Trust Company,
      National Association, 227 West Monroe, 26th Floor, Chicago, Illinois
      60606.

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

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

                                       3
<PAGE>

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

            "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
      Delaware Code, 12 Del. C. Section 3801, et seq., as it may be amended from
      time to time.

            "Depository" has the meaning specified with respect to such term
      under the definition of "U.S. Depository."

            "Dollars" or "$" or any similar reference shall mean the coin or
      currency of the United States of America as at the time shall be legal
      tender for the payment of public and private debts, except as may
      otherwise be provided in the form of Securities of any particular series
      pursuant to the provisions of this Indenture.

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

            "Government Obligations," with respect to any Security, means (i)
      direct obligations of the United States of America, in each case where the
      timely payment or payments thereunder are supported by the full faith and
      credit of the United States of America or (ii) obligations of a Person
      controlled or supervised by and acting as an agency or instrumentality of
      the United States of America, in each case where the timely payment or
      payments thereunder are unconditionally guaranteed as a full faith and
      credit obligation by the United States of America, and which, in the case
      of (i) or (ii), are not callable or redeemable at the option of the issuer
      or issuers thereof.

            "Guarantee" means, in respect of an ONB Trust, the guarantee
      agreement executed by the Company for the benefit of holders of undivided
      beneficial ownership interests in the assets of such ONB Trust in respect
      of the obligations of such ONB Trust.

            "Holder" means, in the case of a Registered Security, the Person in
      whose name the Security is registered in the Security Register and, in the
      case of a Bearer Security (or any temporary global Security), the bearer
      thereof, and, in the case of any 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 shall include the terms of any particular series of Securities
      established as contemplated by Section 301.

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

            "interest," when used with respect to an Original Issue Discount
      Security which by its terms bears interest only after Maturity, means
      interest payable after Maturity, and, when used with respect to a Security
      which provides for the payment of Additional Amounts pursuant to Section
      1004, includes such Additional Amounts.

                                       4
<PAGE>

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

            "mandatory sinking fund payment" has the meaning specified in
      Section 1201.

            "Maturity," when used with respect to any Security, means the date
      on which the principal of such Security or an installment of principal
      becomes due and payable as therein or herein provided, whether at the
      Stated Maturity or by declaration of acceleration, notice of redemption,
      notice of option to elect repayment or otherwise, and includes the
      Redemption Date.

            "New York Facility" means the facility of the Trustee located in The
      City of New York at which Securities may be presented or surrendered for
      payment or registration of transfer or exchange and where notices and
      demands to or upon the Company in respect of Securities and this Indenture
      may be served, either pursuant to Section 1002 or as so specified pursuant
      to Section 301. The New York Facility of J. P. Morgan Trust Company,
      National Association, as of the date of execution of this Indenture is
      located at -.

            "Officers' Certificate" means a certificate signed by the Chairman,
      the President or a Senior Vice President, and by the Treasurer or the
      Secretary, of the Company which certificate complies with the
      requirements, if applicable, of Section 314(e) of the Trust Indenture Act
      and is delivered to the Trustee.

            "ONB Trust" means any of ONB Trust I, ONB Trust II, ONB Trust III,
      ONB Trust IV, ONB Trust V and ONB Trust VI, each a Delaware statutory
      trust formed by the Company, as depositor, pursuant to the provisions of
      the Delaware Statutory Trust Act.

            "Opinion of Counsel" means a written opinion of counsel who is
      (except as otherwise expressly provided in this Indenture) an employee of
      or counsel for the Company, or other counsel acceptable to the Trustee,
      which opinion complies with the requirements, if applicable, of Section
      314(e) of the Trust Indenture Act.

            "optional sinking fund payment" has the meaning specified in Section
      1201.

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

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

                  (a) any such Security theretofore canceled by the Trustee or
            delivered to the Trustee for cancellation;

                  (b) any such Security, or portion thereof, for whose payment
            or redemption money and/or Government Obligations in the necessary
            amount has

                                       5
<PAGE>

            been theretofore deposited pursuant hereto with the Trustee or any
            Paying Agent (other than the Company) in trust or set aside and
            segregated in trust by the Company (if the Company shall act as its
            own Paying Agent) for the Holders of such Securities and any coupons
            thereto appertaining, provided that, if such Securities are to be
            redeemed, notice of such redemption has been duly given pursuant to
            this Indenture or provision therefor satisfactory to the Trustee has
            been made; and

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

      provided, however, that in determining whether the Holders of the
      requisite principal amount of Outstanding Securities have given any
      request, demand, authorization, direction, notice, consent or waiver
      hereunder or whether a quorum is present at a meeting of Holders of
      Securities, (i) the principal amount of an Original Issue Discount
      Security that shall be counted in making such determination and that shall
      be deemed to be Outstanding for such purposes shall be equal to the amount
      of the principal thereof that would be due and payable pursuant to the
      terms of such Original Issue Discount Security as of the date of such
      determination upon acceleration thereof pursuant to Section 502, (ii) the
      principal amount of an Indexed Security that shall be counted in making
      such determination and that shall be deemed to be Outstanding for such
      purposes shall be equal to the principal face amount of such Indexed
      Security at original issuance, and (iii) Securities owned by the Company
      or any other obligor upon the Securities or any Affiliate of the Company
      or such other obligor shall be disregarded and deemed not to be
      Outstanding, except that, in determining whether the Trustee shall be
      protected in relying upon any such request, demand, authorization,
      direction, notice, consent or waiver, or upon any such determination as to
      the presence of a quorum, only Securities which the Trustee knows to be so
      owned shall be so disregarded. Securities so owned that have been pledged
      in good faith may be regarded as Outstanding if the pledgee establishes to
      the satisfaction of the Trustee the pledgee's right so to act with respect
      to such Securities and that the pledgee is not the Company or any other
      obligor upon the Securities or any coupons appertaining thereto or any
      Affiliate of the Company or such other obligor.

            "Paying Agent" means the Company or any Person authorized by the
      Company to pay the principal of and any premium or interest on, or any
      Additional Amounts with respect to, any Security or any coupon
      appertaining thereto on behalf of the Company.

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

                                       6
<PAGE>

            "Place of Payment," when used with respect to the Securities of any
      series, means the place or places where, subject to the provisions of
      Section 1002, the principal of, or any premium or interest on, or any
      Additional Amounts with respect to, the Securities of that series are
      payable as specified as contemplated by Section 301.

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

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

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

            "Registered Security" means any Security established pursuant to
      Section 201 which is registered in the Security Register.

            "Regular Record Date" for the interest payable on any Interest
      Payment Date on the Registered Securities of any series means the date, if
      any, specified for that purpose as contemplated by Section 301, whether or
      not a Business Day.

            "Responsible Officer," when used with respect to the Trustee, means
      any officer of the Trustee assigned by it to administer corporate trust
      matters.

            "Security" or "Securities" means any Security or Securities, as the
      case may be, authenticated and delivered under this Indenture; provided
      however, that, if at any time there is more than one Person acting as
      Trustee under this Indenture, "Securities," with respect to any such
      Person, shall mean Securities authenticated and delivered under this
      Indenture, exclusive, however, of Securities of any series as to which
      such Person is not Trustee.

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

            "Senior Indebtedness" means (1) all obligations of the Company in
      respect of borrowed and purchased money; (2) all obligations of the
      Company arising from off-balance sheet guarantees and direct credit
      substitutes; (3) all capital lease obligations of the Company; (4) all
      obligations of the Company issued or assumed as the deferred purchase
      price of property, all conditional sale obligations of the Company and all
      obligations of the Company under any conditional sale or title retention
      agreement, but excluding trade accounts payable arising in the ordinary
      course of business; (5) all

                                       7
<PAGE>

      obligations, contingent or otherwise, of the Company in respect of any
      letters of credit, banker's acceptances, security purchase facilities or
      similar credit transactions; (6) all obligations of the Company associated
      with derivative products such as interest rate and foreign exchange
      contracts, commodity contracts and similar arrangements; (7) all
      obligations of the type referred to in clauses (1) through (6) above of
      other Persons for the payment of which the Company is responsible or
      liable as obligor, guarantor or otherwise; and (8) all obligations of the
      type referred to in clauses (1) through (7) above of other Persons secured
      by any lien on any property or asset of the Company, whether or not such
      obligation is assumed by the Company, in each case, whether outstanding on
      the date as of which this Indenture is dated, or created, assumed or
      incurred after such date, except that Senior Indebtedness shall not
      include (A) any indebtedness that by its terms ranks equally with, or
      junior to, the Securities; and (B) any indebtedness between or among the
      Company and (i) any ONB Trust or a trustee of such ONB Trust or (ii) any
      other trust, or a trustee of such trust, partnership or other entity
      affiliated with the Company that is a financing vehicle of the Company in
      connection with the issuance by such financing vehicle of preferred
      securities or other securities guaranteed by the Company pursuant to an
      instrument that ranks equally with, or junior to, any Guarantee.

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

            "Stated Maturity" when used with respect to any Security or any
      installment of principal thereof or any premium or interest thereon or any
      Additional Amounts with respect thereto, means the fixed date on which the
      principal of such Security or such installment of principal or premium or
      interest is or such Additional Amounts are due and payable, determined as
      contemplated by Section 301.

            "Subsidiary" means any corporation of which at the time of
      determination the Company and/or one or more Subsidiaries owns or controls
      directly or indirectly more than 50% of the total voting power of shares
      of stock or other equity interests having general voting power under
      ordinary circumstances (without regard to the occurrence of any
      contingency) and entitled to vote in the election of directors, managers
      or trustees of such corporation. "Wholly-owned," when used with reference
      to a Subsidiary, means a Subsidiary of which all of the outstanding
      capital stock (except directors' qualifying shares) is owned by the
      Company and/or one or more wholly-owned Subsidiaries.

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as
      amended, and any reference herein to the Trust Indenture Act or a
      particular provision thereof shall mean such Trust Indenture Act or
      provision, as the case may be, as amended or replaced from time to time or
      as supplemented from time to time by rules or regulations adopted by the
      Commission under or in furtherance of the purposes of such Trust Indenture
      Act or provision, as the case may be.

            "Trustee" means the Person named as the "Trustee" in the first
      paragraph of this instrument until a successor Trustee shall have become
      such with respect to one or more series of Securities pursuant to the
      applicable provisions of this Indenture, and thereafter

                                       8
<PAGE>

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

            "United States," except as otherwise provided in or pursuant to this
      Indenture, means the United States of America (including the States
      thereof and the District of Columbia), its territories and possessions and
      other areas subject to its jurisdiction.

            "United States Alien," except as otherwise provided in or pursuant
      to this Indenture, means any Person who, for United States Federal income
      tax purposes, is a foreign corporation, a non-resident alien individual, a
      non-resident alien fiduciary of a foreign estate or trust or a foreign
      partnership one or more of the members of which is, for United States
      Federal income tax purposes, a foreign corporation, a non-resident alien
      individual or a non-resident alien fiduciary of a foreign estate or trust.

            "U.S. Depository" or "Depository" means, with respect to any
      Security issuable or issued in the form of one or more global Securities,
      the Person designated as U.S. Depository or Depository by the Company in
      or pursuant to this Indenture, which Person must be, to the extent
      required by applicable law or regulation, a clearing agency registered
      under the Securities Exchange Act of 1934, as amended, and, if so provided
      with respect to any Security, any successor to such Person. If at any time
      there is more than one such Person, "U.S. Depository" or "Depository"
      shall mean, with respect to any Securities, the qualifying entity which
      has been appointed with respect to such Securities.

      Section 102. 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 stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, provided that in the case
of any such application or request as to which the furnishing of such documents
or either of them is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

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

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

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

            (c) a statement that, in the opinion of each such individual, he has
      made such examination or investigation as is necessary to enable him to
      express

                                       9
<PAGE>

      an informed opinion as to whether or not such condition or covenant has
      been complied with; and

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

      Section 103. Form of Documents Delivered to Trustee.

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

      Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate of counsel or Opinion
of Counsel or representations by counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate, opinion or
representations with respect to matters upon which his certificate or opinion is
based are erroneous. Any such certificate of counsel or Opinion of Counsel or
representations by counsel may be based, insofar as it relates to factual
matters, upon a certificate, opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate, 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 or any Security, they may, but need not, be
consolidated and form one instrument.

      Section 104. Acts of Holders.

            (a) Any request, demand, authorization, direction, notice, consent,
      waiver or other action provided by or pursuant to 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 duly appointed in writing. If, but only if,
      Securities of a series are issuable as Bearer Securities in whole or in
      part, any request, demand, authorization, direction, notice, consent,
      waiver or other action provided by or pursuant to this Indenture to be
      given or taken by Holders of Securities of such series may, alternatively,
      be embodied in and evidenced by the record of Holders of Securities of
      such series voting in favor thereof, either in person or by proxies duly
      appointed in writing, at any meeting of Holders of Securities of such
      series duly called and held in accordance with the provisions of Article
      Fourteen or a combination of such instruments and any such record. Except
      as herein otherwise expressly provided, such action shall become effective
      when such instrument or instruments or record or both are delivered to the
      Trustee and, where it is hereby expressly required, to

                                       10
<PAGE>

      the Company. Such instrument or instruments and any such record (and the
      action embodied therein and evidenced thereby) are herein sometimes
      referred to as the "Act" of the Holders signing such instrument or
      instruments or so voting at any such meeting. Proof of execution of any
      such instrument or of a writing appointing any such agent, or of the
      holding by any Person of a Security, shall be sufficient for any purpose
      of this Indenture and (subject to Section 601) conclusive in favor of the
      Trustee and the Company and any agent of the Trustee or the Company, if
      made in the manner provided in this Section. The record of any meeting of
      Holders of Securities shall be proved in the manner provided in Section
      1406.

            Without limiting the generality of this Section 104, unless
      otherwise provided in or pursuant to this Indenture, a Holder, including a
      Depository that is a Holder of a global Security, may make, give or take,
      by a proxy or proxies, duly appointed in writing, any request, demand,
      authorization, direction, notice, consent, waiver or other action provided
      in or pursuant to this Indenture to be made, given or taken by Holders,
      and a Depository that is a Holder of a global Security may provide its
      proxy or proxies to the beneficial owners of interests in any such global
      Security through such Depository's standing instructions and customary
      practices.

            The Trustee may fix a record date for the purpose of determining the
      Persons who are beneficial owners of interests in any global Security held
      by a Depository entitled under the procedures of such Depository to make,
      give or take, by a proxy or proxies duly appointed in writing, any
      request, demand, authorization, direction, notice, consent, waiver or
      other action provided in or pursuant to this Indenture to be made, given
      or taken by Holders. If such a record date is fixed, the Holders on such
      record date or their duly appointed proxy or proxies, and only such
      Persons, shall be entitled to make, give or take such request, demand,
      authorization, direction, notice, consent, waiver or other action, whether
      or not such Holders remain Holders after such record date. No such
      request, demand, authorization, direction, notice, consent, waiver or
      other action shall be valid or effective if made, given or taken more than
      90 days after such record date.

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

                                       11
<PAGE>

            (c) The ownership of Registered Securities and the principal amount
      and serial numbers of Registered Securities held by any Person, and the
      date of holding the same, shall be proved by the Security Register.

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

            (e) If the Company shall solicit from the Holders of any Registered
      Securities any request, demand, authorization, direction, notice, consent,
      waiver or other action, the Company may, at its option, by Board
      Resolution, fix in advance a record date for the determination of Holders
      of Registered Securities entitled to give such request, demand,
      authorization, direction, notice, consent, waiver or other action, but the
      Company shall have no obligation to do so. If such a record date is fixed,
      such request, demand, authorization direction, notice, consent, waiver or
      other action may be given before or after such record date, but only the
      Holders of Registered Securities of record at the close of business on
      such record date shall be deemed to be Holders for the purposes of
      determining whether Holders of the requisite proportion of Outstanding
      Securities have authorized or agreed or consented to such request, demand,
      authorization, direction, notice, consent, waiver or other action, and for
      that purpose the Outstanding Securities shall be computed as of such
      record date; provided that no such authorization, agreement or consent by
      the Holders of Registered Securities on such record date shall be deemed
      effective unless it shall become effective pursuant to the provisions of
      this Indenture not later than six months after the record date.

            (f) Any request, demand, authorization, direction, notice, consent,
      waiver or other action of the Holder of any Security shall bind every
      future Holder of the same Security and the Holder of every Security issued
      upon the registration of transfer thereof or in exchange therefor or in
      lieu thereof in respect

                                       12
<PAGE>

      of anything done, omitted or suffered to be done by the Trustee, any
      Security Registrar, any Paying Agent, any Authenticating Agent or the
      Company in reliance thereon, whether or not notation of such action is
      made upon such Security.

      Section 105. Notices, etc., to Trustee and Company.

      Any request, demand, authorization, direction, notice, consent, waiver or
other Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with,

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

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

      Section 106. Notice to Holders of Securities; Waiver.

      Except as otherwise expressly provided in or pursuant to the provisions of
this Indenture, where this Indenture provides for notice to Holders of
Securities of any event,

            (a) such notice shall be sufficiently given to Holders of Registered
      Securities if in writing and mailed by United States first-class mail,
      postage prepaid, to each Holder of a Registered Security affected by such
      event, at his address as it appears in the Security Register, not later
      than the latest date, and not earlier than the earliest date, prescribed
      for the giving of such notice, and

            (b) such notice shall be sufficiently given to Holders of Bearer
      Securities if published in an Authorized Newspaper in The City of New York
      and in such other city or cities, if any, as may be specified in such
      Securities and, if the Securities of such series are then listed on any
      stock exchange outside the United States, in an Authorized Newspaper in
      such city as the Company shall advise the Trustee that such stock exchange
      so requires, on a Business Day at least twice, the first such publication
      to be not earlier than the earliest date and the second such publication
      to be not later than the latest date prescribed for the giving of such
      notice.

      In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as

                                       13
<PAGE>

provided herein. Any notice that is mailed in the manner herein provided shall
be conclusively presumed to have been duly given or provided. In case by reason
of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice to Holders of Registered Securities
by mail then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

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

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

      Section 107. Language of Notices, etc.

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

      Section 108. Conflict with Trust Indenture Act.

      If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required to be a part of and govern this
Indenture, such required provision shall control.

      Section 109. Effect of Headings and Table of Contents.

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

      Section 110. Successors and Assigns.

      All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not, and all rights of the
Company hereunder shall inure to the benefit of such successors and assigns.

                                       14
<PAGE>

      Section 111. Separability and Saving Clauses.

            (a) In case any provision in this Indenture or in any Security or
      coupon shall be invalid, illegal or unenforceable, either wholly or
      partially, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

            (b) No provision of this Indenture or of any Security or coupon
      shall require the payment or permit the collection of interest or any
      Additional Amounts in excess of the maximum which is not prohibited by
      law. If any such excess interest is provided for herein or in any Security
      or coupon, which shall be adjudicated to be so provided for, then the
      Company shall not be obligated to pay such interest or Additional Amounts
      in excess of the maximum not prohibited by law until such time, if any, as
      it shall become legal to do so.

      Section 112. Benefits of Indenture.

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

      Section 113. Governing Law.

      This Indenture and the Securities and coupons, including the validity
thereof, shall be governed by and construed in accordance with the laws of the
State of Indiana.

      Section 114. Legal Holidays.

      In any case where any Maturity or Stated Maturity of any Security, or any
installment of principal thereof or any premium or interest thereon or any
Additional Amounts with respect thereto, shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or
the Securities or coupons other than a provision in the Securities or coupons of
any series which specifically states that such provision shall apply in lieu of
this Section) payment of principal or any premium or interest or Additional
Amounts with respect to such Security 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 at the Maturity or Stated
Maturity, and no interest shall accrue on the amount so payable for the period
from and after such Maturity or Stated Maturity, as the case may be, to such
next succeeding Business Day.

      Section 115. No Recourse Against Others.

      No recourse under or upon any obligation, covenant or agreement contained
in this Indenture, or in any supplemental Indenture, or in any Security or
coupon, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such, or against any

                                       15
<PAGE>

past, present or future shareholder, director, officer or employee, as such, of
the Company, or of any successor or predecessor of the Company, either directly
or through the Company or any successor or predecessor, under any law, statute,
rule, regulation, constitutional provision, order or decree or by the
enforcement of any assessment or by any legal or equitable action or proceeding
or otherwise. By accepting a Security, each Holder shall waive and release all
such liability of any such incorporator, shareholder, director, officer or
employee. Such waiver and release shall be part of the consideration for the
issuance of the Securities.

                                  ARTICLE TWO

                                 SECURITY FORMS

      Section 201. Forms of Securities.

      The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series, and related coupons shall be in such form or
forms (including permanent or temporary global form) as shall be established in
one or more indentures supplemental hereto or by or pursuant to a Board
Resolution in accordance with Section 301, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by or pursuant to this Indenture or any indenture supplemental hereto
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon 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 stock exchange or as may consistently
herewith be determined by the officers executing such Securities or coupons, as
evidenced by their execution of the Securities or coupons.

      If the forms of Securities or coupons of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities or coupons.

      Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, the Securities of each series shall be issuable in
registered form without coupons.

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

      Section 202. Form of Trustee's Certificate of Authentication.

      The Trustee's certificate of authentication shall be in substantially the
following form:

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

                                       16
<PAGE>

                                                  ______________________________
                                                                     as Trustee

                                                  By:___________________________
                                                              Authorized Signer

      Section 203. Securities in Global Form.

      Unless otherwise provided in or pursuant to this Indenture, the Securities
shall not be issuable in global form. If Securities of a series shall be
issuable in global form, any such Security may provide that it or any number of
such Securities shall represent the aggregate amount of all Outstanding
Securities of such series (or such lesser amount as is permitted by the terms
thereof) from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be increased or reduced to reflect exchanges. Any endorsement of any
Security in global form to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby shall be made in such manner and by such Person or Persons
as shall be specified therein or in the Company Order to be delivered pursuant
to Section 303 or 304 with respect thereto. Subject to the provisions of Section
303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in global form in the manner and upon instructions given by the Person
or Persons specified therein or in the applicable Company Order. If a Company
Order pursuant to Section 303 or 304 has been or simultaneously is, delivered,
any instructions by the Company with respect to a Security in global form shall
be in writing but need not be accompanied by or contained in an Officers'
Certificate and need not be accompanied by an Opinion of Counsel.

                                 ARTICLE THREE

                                 THE SECURITIES

      Section 301. Amount Unlimited; Issuable in Series.

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

      The Securities may be issued in one or more series. The terms of the
Securities in addition to or in lieu of those set forth in this Indenture shall
be determined or established in any one or more of the following ways: (1) in
one or more indentures supplemental hereto; (2) in one or more Board
Resolutions; or (3) in a manner specified in or authorized by one or more Board
Resolutions (in which case such Board Resolutions shall be included in or
attached to an Officers' Certificate setting forth such terms or the manner in
which such terms are to be determined or established). The terms to be so
determined or established shall include:

            (a) the title of the Securities and the series in which such
      Securities shall be included;

            (b) any limit upon the aggregate principal amount of the Securities
      of such series which may be authenticated and delivered under this
      Indenture (except

                                       17
<PAGE>

      for Securities authenticated and delivered upon registration of transfer
      of, or in exchange for, or in lieu of, other Securities of such series
      pursuant to Section 304, 305, 306, 906 or 1107);

            (c) whether such Securities are to be issuable as Registered
      Securities, Bearer Securities (with or without coupons or both) or both,
      any restrictions applicable to the offer, sale or delivery of Bearer
      Securities of the series, the terms, if any, upon which Bearer Securities
      of the series may be exchanged for Registered Securities of the series and
      vice versa, whether any Securities of the series are to be issuable
      initially in temporary global form and whether any Securities of the
      series are to be issuable in permanent global form with or without coupons
      and, if so, (i) when any of such Securities are to be issued in global
      form, (ii) whether beneficial owners of interests in any such permanent
      global Security may exchange such interests for certificated Securities of
      such series and of like tenor of any authorized form and denomination and
      the circumstances under which any such exchanges may occur, if other than
      in the manner provided in Section 305, (iii) the nature of the U.S.
      Depository or the Depository, as the case may be, with respect to any
      global Security, and (iv) the form of any legend or legends to be borne by
      any such global Security in addition to or in lieu of the legend referred
      to in Section 303;

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

            (e) if Securities of the series are to be issuable as Bearer
      Securities, whether interest in respect of any portion of a temporary
      Bearer Security in global form (representing all or any portion of the
      Outstanding Bearer Securities of the series) payable in respect of an
      Interest Payment Date therefor prior to the exchange, if any, of such
      temporary Bearer Security for definitive Securities of the series shall be
      paid to any clearing organization with respect to the portion of such
      temporary Bearer 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;

            (f) the date or dates on which the principal of such Securities is
      payable, or the manner in which such date or dates shall be determined;

            (g) the rate or rates at which such Securities shall bear interest,
      if any, or the manner in which such rate or rates shall be determined, the
      date or dates from which such interest shall accrue or the manner in which
      such date or dates shall be determined, the Interest Payment Dates on
      which any such interest shall be payable or the manner in which such
      Interest Payment Dates shall be determined, and the Regular Record Date,
      if any, for any interest payable on any such Registered Securities on any
      such Interest Payment Date, whether and under

                                       18
<PAGE>

      what circumstances Additional Amounts on such Securities or any of them
      shall be payable and, if so, whether the Company has the option to redeem
      the affected Securities rather than pay such Additional Amounts, and the
      basis upon which interest shall be calculated if other than that of a
      360-day year consisting of twelve 30-day months;

            (h) each Place of Payment of such Securities, if any, other than or
      in addition to the City of Chicago, Illinois and the Borough of Manhattan,
      The City of New York, where, subject to Section 1002, the principal of and
      any premium and interest on or Additional Amounts, if any, payable in
      respect of, such Securities shall be payable, and the place or places
      where any Registered Securities of the series may be surrendered for
      registration of transfer, Securities of the series may be surrendered for
      exchange and any notices and demands to or upon the Company in respect of
      such Securities and this Indenture may be served;

            (i) whether such Securities are to be redeemable at the option of
      the Company and, if so, the date or dates on which, the period or periods
      within which, the price or prices at which and the terms and conditions
      upon which such Securities may be redeemed, in whole or in part, at the
      option of the Company;

            (j) the obligation, if any, of the Company to redeem such Securities
      pursuant to any sinking fund or analogous provisions or to repay such
      Securities at the option of a Holder thereof or upon the occurrence of one
      or more specified events and, if so, the date or dates on which, the
      period or periods within which (or the event or events upon which), the
      price or prices at which and the other terms and conditions upon which
      such Securities shall be redeemed or repaid, in whole or in part, pursuant
      to such obligation, and any provisions for the remarketing of such
      Securities so redeemed or repaid;

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

            (l) if other than the full principal amount thereof, the portion of
      the principal amount of any such Securities that shall be payable upon
      declaration of acceleration of the Maturity thereof pursuant to Section
      502 or the manner in which such portion is to be determined;

            (m) whether the amount of payments of principal of and any premium
      or interest on, and any Additional Amounts in respect of, such Securities
      may be determined with reference to an index, formula or other method or
      methods (which index, formula or method or methods may be based, without
      limitation, on one or more currencies, commodities, equity indices or
      other indices) and, if so, the terms and conditions upon which and the
      manner in which such amounts shall be determined and paid or payable;

                                       19
<PAGE>

            (n) any deletions from, modifications of or additions to the Events
      of Default or covenants of the Company with respect to such Securities,
      whether or not such Events of Default or covenants are consistent with the
      Events of Default or covenants set forth herein, any change in the right
      of the Trustee or Holders to declare the principal of such Securities due
      and payable, and any additions to the definitions currently set forth in
      this Indenture;

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

            (p) if there is more than one Trustee, the identity of the Trustee
      and, if not the Trustee, the identity of each Security Registrar, Paying
      Agent and Authenticating Agent with respect to such Securities; and

            (q) any other terms of such Securities (which terms shall not be
      inconsistent with the provisions of this Indenture).

      All Securities of any one series and any coupons appertaining to any
Bearer Securities of such series shall be substantially identical except as to
coin or currency of payments due thereunder, denomination, the rate or rates of
interest, if any, or the method of determining the rate of interest, if any, the
date or dates from which interest, if any, shall accrue, and Stated Maturity and
except as may otherwise be provided in the terms of such Securities determined
or established as provided above. All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be reopened
for issuances of additional Securities of such series.

      If any of the terms of the Securities or coupons of any series are
established by action that is specified in or authorized by a Board Resolution
and such action is to be taken at or prior to the delivery of the Officers'
Certificate setting forth the terms of such series of Securities or the manner
in which such terms are to be determined or established, then a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate setting forth the terms of such series
or the manner in which such terms are to be determined or established.

      Section 302. Currency; Denominations.

      Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, the principal of, any premium and interest on and any
Additional Amounts with respect to the Securities shall be payable in Dollars.
Unless otherwise provided as contemplated by Section 301 with respect to any
series of Securities, any Registered Securities of a series shall be issuable in
denominations of $1,000 and any integral multiple thereof, and any Bearer
Securities of a series shall be issuable in the denomination of $5,000.

                                       20
<PAGE>

      Section 303. Execution, Authentication, Delivery and Dating.

      The Securities shall be executed on behalf of the Company by its Chairman,
its President or one of its Senior Vice Presidents, and attested by its
Treasurer or Secretary. The signature of any of these officers on the Securities
may be manual or facsimile. Coupons shall bear the facsimile signature of the
Treasurer of the Company.

      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 Securities or
did not hold such offices on the date(s) such Securities were issued.

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with any
coupons appertaining thereto, executed by the Company to the Trustee for
authentication, together with the Board Resolution and Officers' Certificate,
supplemental indenture or other instrument with respect to such Securities
referred to in Sections 201 and 301 and a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order and subject to the provisions hereof shall authenticate and deliver such
Securities. If all the Securities of any series are not to be issued at one time
and if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities and determining the terms of
particular Securities of such series, such as interest rate, maturity date, date
of issuance and date from which interest shall accrue. In authenticating
Securities hereunder, and accepting the additional responsibilities under this
Indenture in relation to such Securities and any coupons appertaining thereto,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon,

            (a) an Opinion of Counsel stating substantially to the effect that,

                  (1) the form and terms of such Securities and coupons, if any,
            or the manner of determining such terms, have been established in
            conformity with the provisions of this Indenture; and

                  (2) such Securities and coupons, when authenticated and
            delivered by the Trustee and issued by the Company in the manner and
            subject to any conditions specified in such Opinion of Counsel, will
            constitute valid and legally binding obligations of the Company,
            enforceable against the Company in accordance with their terms,
            except as enforcement thereof may be limited by bankruptcy,
            insolvency, moratorium, fraudulent conveyance, or other laws
            relating to or affecting the enforcement of creditors' rights and by
            general equity principles; and

            (b) an Officers' Certificate stating, to the best knowledge of each
      signer of such certificate, that no event which is, or after notice or
      lapse of time

                                       21
<PAGE>

      would become, an Event of Default with respect to any of the Securities
      shall have occurred and be continuing.

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

      If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel and Officers'
Certificate at the time of issuance of each such Security, but such opinion and
certificate shall be delivered at or before the time of issuance of the first
Security of such series to be issued.

      If the Company shall establish pursuant to Section 301 that the Securities
of a series are to be issued in whole or in part in the form of one or more
global Securities, the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to such series,
authenticate and deliver one or more global Securities 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 Securities of such series to be
represented by such global Security or Securities, (ii) shall be registered, if
in registered form, in the name of the Depository for such global Security or
Securities or the nominee of such Depository, (iii) shall be delivered by the
Trustee to such Depository or pursuant to such Depository's instruction, and
(iv) shall bear a legend substantially to the following effect (or to such other
effect as may be specified in the document authorizing such series of Securities
or as the Depository, the Trustee and the Company may agree): "Unless and until
it is exchanged in whole or in part for Securities in certificated form, this
Security may not be transferred except as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository."

      Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any temporary Bearer Security in global form shall be
dated as of the date specified as contemplated by Section 301.

      No Security or coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 202 or 613 executed by or on behalf of the
Trustee or an Authenticating Agent by the manual signature of one of its
authorized officers. Such an executed certificate of authentication upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Except as permitted by
Section 306 or 307, the Trustee shall not authenticate and deliver any Bearer
Security unless all appurtenant coupons for interest then matured have been
detached and canceled.

                                       22
<PAGE>

      Section 304. Temporary Securities.

      Pending the preparation of definitive Securities of any series, the
Company may execute and deliver to the Trustee, and upon Company Order the
Trustee shall authenticate and deliver, in the manner provided in Section 303,
temporary Securities of such series which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more coupons or without coupons, and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
evidenced by their execution of such Securities. Such temporary Securities may
be in global form.

      Except in the case of temporary Securities in global form, which shall be
exchanged in accordance with the provisions thereof, if temporary Securities of
any series are issued, the Company shall cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of such
definitive Securities, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series containing identical terms
and provisions upon surrender of the temporary Securities of such series at the
office or agency of the Company maintained for such purpose pursuant to Section
1002, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like aggregate principal amount
of definitive Securities of authorized denominations of the same series
containing identical terms and provisions; provided, however, that no definitive
Bearer Security, except as provided pursuant to Section 301, shall be delivered
in exchange for a temporary Registered Security; and provided, further, that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in or pursuant to this
Indenture. Unless otherwise specified as contemplated by Section 301 with
respect to a temporary global Security, until so exchanged the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

      Section 305. Registration, Registration of Transfer and Exchange.

      With respect to the Registered Securities, if any, of each series of
Securities, the Company shall cause to be kept at an office or agency of the
Company maintained pursuant to Section 1002 a register (each such register being
herein sometimes referred to as the "Security Register") in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of the Registered Securities of each series and of transfers of
the Registered Securities of each series. Such office or agency shall be the
"Security Registrar" for the Registered Securities, if any, of each series of
Securities. In the event that the Trustee shall not be the Security Registrar
with respect to a particular series of Securities, it shall have the right to
examine the Security Register for such series at all reasonable times. Unless
otherwise provided with respect to a series of Securities in a supplemental
indenture, Board Resolution or other instrument authorizing such series of
Securities, J. P. Morgan Trust Company, National Association, is hereby
appointed Security Registrar for each series until a successor has been

                                       23
<PAGE>

appointed by a Board Resolution or an instrument executed on behalf of the
Company by its Chairman, President or one of its Senior Vice Presidents and
delivered to the Trustee.

      Upon surrender for registration of transfer of any Registered Security of
any series at any office or agency of the Company maintained for that series
pursuant to Section 1002, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount, bearing a
number not contemporaneously outstanding, and containing identical terms and
provisions.

      At the option of the Holder, Registered Securities of any series (except a
global Security representing all or a portion of such series) may be exchanged
for other Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Securities to be exchanged at any
such office or agency. Whenever any Registered Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities that the Holder making the exchange is
entitled to receive.

      If provided in or pursuant to this Indenture with respect to Securities of
any series, at the option of the Holder, Bearer Securities of such series may be
exchanged for Registered Securities or Bearer Securities (if Bearer Securities
of such series are issuable in more than one denomination) of the same series
containing identical terms and provisions, of any authorized denominations and
of a like aggregate principal amount, upon surrender of the Bearer Securities to
be exchanged at any office or agency of the Company maintained for such series,
with all unmatured coupons and all matured coupons in default thereto
appertaining. If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in default, such
exchange may be effected if the Bearer Securities are accompanied by payment in
funds acceptable to the Company and the Trustee in an amount equal to the face
amount of such missing coupon or coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there 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 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency for such
series 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 like tenor after the
close of business at such office or agency on (i) any Regular Record Date and
before the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business
at such office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon relating
to such Interest Payment Date or proposed date for payment, as the case may be
(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, shall 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

                                       24
<PAGE>

Bearer Security, but shall be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.

      If expressly provided in or pursuant to this Indenture with respect to the
Securities of any series, at the option of the Holder, Registered Securities of
such series may be exchanged for Bearer Securities upon such terms and
conditions as may be provided in or pursuant to this Indenture with respect to
such series.

      Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities that the
Holder making the exchange is entitled to receive.

      Notwithstanding the foregoing, except as otherwise provided in or pursuant
to this Indenture, any global Security shall be exchangeable for certificated
Securities only if (i) the Depository is at any time unwilling, unable or
ineligible to continue as Depository and a successor depository is not appointed
by the Company within 90 days of the date the Company is so informed in writing,
(ii) the Company executes and delivers to the Trustee a Company Order to the
effect that such global Security shall be so exchangeable, (iii) an Event of
Default has occurred and is continuing with respect to the Securities of the
same series, or (iv) in the case of a global Security representing Bearer
Securities, upon the written request of a beneficial owner of an interest in
such global Security given to the Depository. If the beneficial owners of
interests in a global Security are entitled to exchange such interests for
certificated Securities of such series, then without unnecessary delay but in
any event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee certificated Securities in
such form and denominations as are required by or pursuant to this Indenture,
and of the same series as, containing identical terms as and in aggregate
principal amount equal to the principal amount of, such global Security,
executed by the Company. On or after the earliest date on which such interests
may be so exchanged, such global Security shall be surrendered from time to time
by the U.S. Depository (or such other Depository as shall be specified in the
Company Order with respect thereto) to the Trustee, as the Company's agent for
such purpose, to be exchanged, in whole or in part, for certificated Securities
as described above, without charge, in accordance with instructions (which
instructions shall be in writing but need not be contained in or accompanied by
an Officers' Certificate or be accompanied by an Opinion of Counsel) given by
the Company to the Trustee and such U. S. Depository or other Depository, as the
case may be. The Trustee shall authenticate and make available for delivery, in
exchange for each portion of such surrendered global Security, a like aggregate
principal amount of certificated Securities of the same series of authorized
denominations and of like tenor as the portion of such global Security to be
exchanged, which (unless such Securities are not issuable both as Bearer
Securities and as Registered Securities, in which case the definitive Securities
exchanged for the global Security shall be issuable only in the form in which
the Securities are issuable, as provided in or pursuant to this Indenture) shall
be in the form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof; provided,
however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities for redemption of
the same series and containing identical terms and ending on the relevant
Redemption Date; and provided, further, that (unless otherwise provided in or
pursuant to this Indenture) no Bearer Security delivered in exchange for a
portion of a global Security shall be mailed or otherwise delivered to any
location

                                       25
<PAGE>

in the United States. Promptly following any such exchange in part, such global
Security shall be returned by the Trustee to the U.S. Depository or such other
Depository referred to above, as the case may be, in accordance with the
instructions of the Company referred to above, with an endorsement thereon to
reflect the decrease in the aggregate amount of Outstanding Securities
represented thereby. If a Registered Security is issued in exchange for any
portion of a global Security after the close of business at the office or agency
for such Security where such exchange occurs on or after (i) any Regular Record
Date for such Security and before the opening of business at such office or
agency on the next Interest Payment Date; or (ii) any Special Record Date for
such Security and before the opening of business at such office or agency on the
related proposed date for payment of interest or Defaulted Interest, as the case
may be, interest shall not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such Registered Security,
but shall be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such
portion of such global Security shall be payable in accordance with the
provisions of this Indenture.

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

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

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

      Except as otherwise provided in or pursuant to this Indenture, the Company
shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15
days before the day of the selection for redemption of Securities of like tenor
and the same series under Section 1103 and ending at the close of business (A)
if Securities of the series are issuable only as Registered Securities, on the
day of the mailing of the relevant notice of redemption and (B) if Securities of
the series are issuable as Bearer Securities, on the day of the first
publication of the relevant notice of redemption or, if Securities of the series
are also issuable as Registered Securities and there is no publication, the
mailing of the relevant notice of redemption, (ii) to register the transfer of
or exchange any Registered Security so selected for redemption in whole or in
part, except, in the case of any Security to be redeemed in part, the portion
thereof not to be redeemed, (iii) to exchange any Bearer Security so selected
for redemption, except, to the extent provided with respect to such Bearer
Security, that such Bearer Security may be exchanged for a Registered Security
of like tenor and the same series, provided that such Registered Security shall
be immediately

                                       26
<PAGE>

surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture, or (iv) to issue, register the transfer of or
exchange any Security that, in accordance with its terms, has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.

      Section 306. Mutilated, Destroyed, Lost and Stolen Securities.

      If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security.

      If there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or
coupon, and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

      In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security or coupon; provided,
however, that payment of principal of and any premium or interest on or any
Additional Amounts with respect to any Bearer Securities shall, except as
otherwise provided in Section 1002, be payable only at an office or agency for
such Securities located outside the United States.

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

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

                                       27
<PAGE>

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

      Section 307. Payment of Interest and Certain Additional Amounts; Rights
Preserved.

      Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, interest on and any Additional
Amounts with respect to any Registered Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest and any interest on any Bearer Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be
paid upon surrender of the coupon appertaining thereto in respect of the
interest due on such Interest Payment Date. Unless otherwise provided in or
pursuant to this Indenture, in case a Bearer Security is surrendered in exchange
for a Registered Security after the close of business at an office or agency for
such Security on any Regular Record Date therefor and before the opening of
business at such office or agency on the next succeeding Interest Payment Date
therefor, such Bearer Security shall be surrendered without the coupon relating
to such Interest Payment Date and interest shall not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such
Bearer Security, but shall be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.

      Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on and any
Additional Amounts with respect to any Registered Security of any series which
is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date for such Registered Security (herein called "Defaulted Interest")
shall forthwith cease to be payable to the Holder thereof on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in subsection (a) or (b) below:

            (a) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Registered Securities affected (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 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 so deposited to be held in trust for the benefit of the Persons
      entitled to such Defaulted Interest as in this subsection provided.
      Thereupon, the Trustee shall fix a Special Record Date for the payment of
      such Defaulted Interest which shall be not more than 15 days and not less
      than 10 days prior to the date of the proposed payment and not less than
      10 days after the receipt by the Trustee of the notice of the proposed
      payment. The Trustee

                                       28
<PAGE>

      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, United States first-class postage prepaid, to each Holder of
      such Registered Securities (or their respective Predecessor Securities) at
      the address of such Holder as it appears in the Security Register, not
      less than 10 days prior to such Special Record Date. The Trustee may, in
      its discretion, in the name and at the expense of the Company, cause a
      similar notice to be published at least once in an Authorized Newspaper of
      general circulation in The City of New York, but such publication shall
      not be a condition precedent to the establishment of such Special Record
      Date. Notice of the proposed payment of such Defaulted Interest and the
      Special Record Date therefor having been mailed as aforesaid, such
      Defaulted Interest shall be paid to the Persons in whose names 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 subsection (b). In case a
      Bearer Security of any series is surrendered at the office or agency for
      such Security in exchange for a Registered Security of such series after
      the close of business at such office or agency on any Special Record Date
      and before the opening of business at such office or agency on the related
      proposed date for payment of Defaulted Interest, such Bearer Security
      shall be surrendered without the coupon relating to such proposed date of
      payment and Defaulted Interest shall not be payable on such proposed date
      of payment in respect of the Registered Security issued in exchange for
      such Bearer Security, but shall be payable only to the Holder of such
      coupon when due in accordance with the provisions of this Indenture.

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

      At the option of the Company, interest on Registered Securities of any
series that bear interest may be paid by mailing a check to the address of the
Person entitled thereto as such address shall appear in the Security Register or
by transfer to an account maintained by the payee with a bank located in the
United States or by any other means permitted in the form of Securities of any
particular series pursuant to the provisions of this Indenture.

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

                                       29
<PAGE>

      Section 308. Persons Deemed Owners.

      Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered in the
Security Register as the owner and Holder of such Registered Security for the
purpose of receiving payment of the principal of and any premium and (subject to
Sections 305 and 307) interest on, and any Additional Amounts in respect of,
such Registered Security and for all other purposes whatsoever, whether or not
any payment with respect to such Registered Security shall be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

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

      No owner of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner and Holder of
such global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

      Section 309. Cancellation.

      All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee, and any such Securities and coupons, as well as Securities and
coupons surrendered directly to the Trustee for any such purpose, shall be
promptly canceled by the Trustee. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by or pursuant to this Indenture.
All canceled Securities and coupons held by the Trustee shall be disposed of in
accordance with its customary practices, subject to applicable law.

                                       30
<PAGE>

      Section 310. Computation of Interest.

      Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

      Section 401. Satisfaction and Discharge of Indenture.

      This Indenture shall, upon Company Request, cease to be of further effect
with respect to any series of Securities specified in such Company Request
(except as provided in the last paragraph of this Section 401), and the Trustee,
on demand of and at the expense of the Company, shall execute such instruments
as may be requested by the Company acknowledging satisfaction and discharge of
this Indenture with respect to such series, when

            (a) either

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

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

                        (i) have become due and payable, or

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

                                       31
<PAGE>

                        (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 of
                  redemption by the Trustee in the name, and at the expense, of
                  the Company,

                  and the Company, in the case of (i), (ii) or (iii) above, has
                  irrevocably deposited or caused to be irrevocably deposited
                  (except as provided in Section 402(c)) with the Trustee, as
                  trust funds and/or obligations in trust, specifically pledged
                  as security for, and dedicated solely to, the benefit of the
                  Holders of the Securities of such series, (A) money in an
                  amount, or (B) Government Obligations which through the
                  payment of interest and principal in respect thereof in
                  accordance with their terms, without consideration of any
                  reinvestment thereof, will provide not later than the opening
                  of business on the due dates of any payment of principal and
                  any premium, interest and Additional Amounts with respect
                  thereto money in an amount, or (C) a combination thereof,
                  sufficient to pay and discharge the entire indebtedness on
                  such Securities and coupons not theretofore delivered to the
                  Trustee for cancellation, including the principal of, any
                  premium and interest on, and any Additional Amounts with
                  respect to such Securities and coupons, to the date of such
                  deposit (in the case of Securities of such series which have
                  become due and payable) or to the Stated Maturity or Maturity
                  thereof, as the case may be;

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

            (c) the Company has delivered to the Trustee a Certificate of a Firm
      of Independent Public Accountants certifying as to the sufficiency of the
      amounts deposited pursuant to paragraph (2) of subsection (a) of this
      Section for payment of the principal and any premium, interest and
      Additional Amounts with respect to the Securities of such series on the
      dates such payments are due, and an Officers' Certificate and an Opinion
      of Counsel, each stating that all conditions precedent herein provided for
      relating to the satisfaction and discharge of this Indenture as to such
      series of Securities have been complied with.

      If there are Securities of two or more series hereunder, and if a
different Trustee has been appointed with respect to one or more of such series,
then each Trustee shall be required to execute an instrument acknowledging,
satisfaction and discharge of this Indenture if requested to do so only with
respect to Securities of the series as to which it is Trustee and if the other
conditions thereto are met.

      If subsequent to the date a discharge is effected pursuant to this Section
401, Additional Amounts in excess of those established as of the date such
discharge is effected become payable in respect of the series of Securities
discharged, in order to preserve the benefits of the discharge

                                       32
<PAGE>

established hereunder, the Company shall irrevocably deposit or cause to be
irrevocably deposited in accordance with the provisions of this Section 401,
within ten Business Days prior to the date the first payment in respect of any
portion of such excess Additional Amounts becomes due, such additional funds as
are necessary to satisfy the provisions of this Section 401 as if a discharge
were being effected as of the date of such subsequent deposit. Failure to comply
with the requirements of this paragraph shall result in the termination of the
benefits of the discharge established by this Section 401.

      Notwithstanding the satisfaction and discharge of this Indenture with
respect to a series of Securities, the obligations with respect to the right of
registration of transfer or exchange of Securities of such series provided for
herein, the obligations of the Company under the preceding paragraph, the
obligations of the Company to the Trustee under Section 607 and, if money and/or
Government Obligations shall have been irrevocably deposited with the Trustee
pursuant to paragraph (2) of subsection (a) of this Section, the obligations of
the Trustee under Section 402 and the last paragraph of Section 1003 shall
survive.

      Section 402. Application of Trust Money.

            (a) Subject to the provisions of the last paragraph of Section 1003,
      all money and/or Government Obligations deposited with the Trustee
      pursuant to Section 401, and all money received by the Trustee in respect
      of any such Government Obligations, shall be held in trust and applied by
      it, in accordance with the provisions of the Securities, the coupons and
      this Indenture, to the payment, either directly or through any Paying
      Agent (including the Company acting as its own Paying Agent) as the
      Trustee may determine, to the Persons entitled thereto, of the principal
      and any premium, interest and Additional Amounts for whose payment such
      money has or Government Obligations have been deposited with or received
      by the Trustee or to make mandatory sinking fund payments or analogous
      payments as contemplated by Section 401; but such money and Government
      Obligations need not be segregated from other funds of the Trustee except
      to the extent required by law.

            (b) The Company shall pay and shall indemnify the Trustee against
      any tax, fee or other charge imposed on or assessed against Government
      Obligations deposited pursuant to Section 401 or the interest and
      principal received in respect of such obligations other than any payable
      by or on behalf of Holders.

            (c) The Trustee shall deliver or pay to the Company from time to
      time upon Company Request any Government Obligations or money held by it
      as provided in Section 401 which, as expressed in a Certificate of a Firm
      of Independent Public Accountants delivered to the Trustee, are then in
      excess of the amount thereof which then would have been required to be
      deposited for the purpose for which such obligations or money were
      deposited or received.

                                       33
<PAGE>

                                  ARTICLE FIVE

                                    REMEDIES

      Section 501. Events of Default.

      "Event of Default," wherever used herein with respect to Securities of any
series (unless otherwise specified with respect to such series of Securities in
the supplemental indenture, Board Resolution or other instrument authorizing
such series of Securities), means any one of the following events which has
occurred and is continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

            (a) a court having jurisdiction in the premises shall have entered a
      decree or order for relief in respect of the Company in an involuntary
      proceeding under any applicable United States bankruptcy, insolvency,
      reorganization or other similar law now or hereafter in effect, or
      appointing a receiver, liquidator, assignee, custodian, trustee,
      sequestrator (or other similar official) of the Company or of all or any
      substantial part of its property, or ordering the winding-up or
      liquidation of its affairs, and such decree or order shall remain unstayed
      and in effect for a period of 60 consecutive days; or

            (b) the Company shall have commenced a voluntary proceeding under
      any applicable United States bankruptcy, insolvency, reorganization or
      other similar law now or hereafter in effect, or shall have consented to
      the entry of an order for relief in an involuntary case under any such
      law, or shall have consented to the appointment of or taking possession by
      a receiver, liquidator, assignee, trustee, custodian, sequestrator (or
      other similar official) of the Company or of all or any substantial part
      of its property, or shall have made an assignment for the benefit of
      creditors; or

            (c) the Company shall have taken any corporate action in furtherance
      of any of the matters referred to in subsection (b) above; or

            (d) any other Event of Default provided with respect to Securities
      of such series in the supplemental indenture, Board Resolution or other
      instrument authorizing such series.

      Section 502. Acceleration of Maturity; Rescission and Annulment.

      Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, if an Event of Default with respect to Securities of
any series at the time Outstanding occurs and is continuing, then, and in every
such case, the principal amount (or, if any of the Securities of that series are
Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified in the terms thereof) of all of the Securities of
that series shall become and be immediately due and payable without any
declaration or other action on the part of the Trustee or any Holder.

                                       34
<PAGE>

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

            (a) the Company has paid or deposited with the Trustee a sum of
      money sufficient to pay

                  (1) all overdue installments of any interest on and Additional
            Amounts payable in respect of all Securities of that series and any
            coupons appertaining thereto,

                  (2) the principal of and any premium on any Securities of that
            series which have become due otherwise than by reason of such
            acceleration and interest thereon and Additional Amounts with
            respect hereto at the rate or rates borne by or provided for in such
            Securities,

                  (3) to the extent that payment of such interest is lawful,
            interest upon overdue installments of interest and Additional
            Amounts at the rate or rates borne by or provided for in such
            Securities, and

                  (4) 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

            (b) all Events of Default with respect to Securities of that series,
      other than the non-payment of the principal of Securities of that series
      which has become due solely by reason of such acceleration, have been
      cured or waived as provided in Section 513.

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

      Section 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

      The Company covenants that if

            (a) default is made in the payment of any installment of interest or
      any Additional Amounts payable in respect of any Security or any coupon
      appertaining thereto when such interest or Additional Amounts shall have
      become due and payable and such default continues for a period of 30 days,
      or

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

                                       35
<PAGE>

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of all Securities which are of the same series as such
Security and any coupons appertaining thereto, the whole amount of money then
due and payable with respect to such Securities and coupons for principal,
premium, interest and Additional Amounts and, to the extent that payment of such
interest shall be legally enforceable, interest upon any overdue principal (and
premium, if any) and upon any overdue installments of interest and Additional
Amounts, at the rate or rates borne by or provided for in such series of
Securities, and, in addition thereto, such further amount of money as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

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

      If any default in the payments referred to in Section 1001 or an Event of
Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders of Securities of such series and any related coupons 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 such Securities or in aid of the
exercise of any power granted herein or therein, or to enforce any other proper
remedy.

      Section 504. Trustee May File Proofs of Claim.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities and any coupons appertaining thereto or the property of the Company
or of such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Securities shall then be due and payable as therein
expressed or by acceleration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of any overdue
principal, premium, interest or Additional Amounts) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

            (a) to file and prove a claim for the whole amount, or such lesser
      amount as may be provided for in the Securities of any series, of
      principal, premium, interest and Additional Amounts owing and unpaid in
      respect of the Securities and any coupons appertaining thereto and to file
      such other papers or documents as may be necessary or advisable in order
      to have the claims of the Trustee (including any claim for the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its
      agents and counsel) and of the Holders of Securities and coupons allowed
      in such judicial proceeding relative to the Company upon the Outstanding
      Securities, its creditors, or its property, and

                                       36
<PAGE>

            (b) to collect and receive any moneys or other property payable or
      deliverable on any such claim and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities and coupons to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities, and coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.

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

      Section 505. Trustee May Enforce Claims without Possession of Securities
or Coupons.

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

      Section 506. Application of Money Collected.

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

            FIRST: To the payment of all amounts due the Trustee under Section
      607;

            SECOND: Subject to Article 15, to the payment of the amounts then
      due and unpaid upon the Securities and any coupons for principal and any
      premium, interest and Additional Amounts 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 aggregate amounts due
      and payable on such Securities and coupons for principal and any premium,
      interest and Additional Amounts, respectively; and

            THIRD: Subject to Article 15, the balance, if any, to the Person or
      Persons entitled thereto.

                                       37
<PAGE>

      Section 507. Limitation on Suits.

      Subject to Section 508, no Holder of any Security of any series or any
related coupons shall have any right to institute any action or proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

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

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

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

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

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

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

      Section 508. Unconditional Right of Holders to Receive Principal and any
Premium, Interest and Additional Amounts.

      Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Sections 305 and 307) any interest on, and any Additional Amounts in respect of,
such Security, or payment of such coupon, as the case may be, on the respective
Stated Maturity or Maturities thereof expressed in such Security or coupon (or,
in the case of redemption, on the Redemption Date or, in the case of repayment
at the option of such Holder, on the date such repayment is due) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

                                       38
<PAGE>

      Section 509. Restoration of Rights and Remedies.

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

      Section 510. Rights and Remedies Cumulative.

      Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities or coupons is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      Section 511. Delay or Omission Not Waiver.

      No delay or omission of the Trustee or of any Holder of any Security or
coupon to exercise any right or remedy accruing upon any Event of Default or
default in the payments referred to in Section 1001 shall impair any such right
or remedy or constitute a waiver of any such Event of Default or default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders of Securities or coupons may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders of Securities or coupons, as the case may be.

      Section 512. Control by Holders of Securities.

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

            (a) such direction shall not be in conflict with any rule of law or
      with this Indenture or with the Securities of such series;

            (b) the Trustee may take any other action deemed proper by the
      Trustee that is not inconsistent with such direction;

            (c) such direction is not unduly prejudicial to the rights of other
      Holders of Securities of such series not joining in such action; and

                                       39
<PAGE>

            (d) subject to the provisions of Sections 601 and 603, 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 Officers of the
      Trustee, determine that the proceeding so directed would involve the
      Trustee in personal liability.

      Section 513. Waiver of Past Defaults.

      The Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series and any related coupons waive any past default hereunder with
respect to the Securities of such series and its consequences, except a default

            (a) in the payment of the principal of or any premium or interest
      on, or Additional Amounts in respect of, any Security of such series; or

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

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

      Section 514. Undertaking for Costs.

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

      Section 515. Waiver of Stay or Extension Laws.

      The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may

                                       40
<PAGE>

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

                                  ARTICLE SIX

                                  THE TRUSTEE

      Section 601. Certain Duties and Responsibilities.

            (a) Except during the continuance of a default in the payments
      referred to in Section 1001 or a Default,

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

                  (2) in the absence of bad faith on its part, the Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon certificates or
            opinions furnished to the Trustee and conforming to the requirements
            of this Indenture; but in the case of any such certificates or
            opinions which by any 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 a default in the payments referred to in Section 1001 or
      a Default has occurred and is continuing, the Trustee shall exercise such
      of the rights and powers vested in it by this Indenture, and use the same
      degree of care and skill in their exercise, as a prudent man would
      exercise or use under the circumstances in the conduct of his own affairs.

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

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

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

                                       41
<PAGE>

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

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

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

      Section 602. Notice of Defaults.

      Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit, in the manner and
to the extent provided in Section 313(c) of the Trust Indenture Act, notice of
such default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of or any premium or interest on, or Additional Amounts
in respect of any Security of such series or in the payment of any sinking or
purchase fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interests of the Holders of Securities and coupons of
such series. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

      Section 603. Certain Rights of Trustee.

      Except as otherwise provided in Section 601:

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

                                       42
<PAGE>

            (b) any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order (other
      than delivery of any Security to the Trustee for authentication and
      delivery pursuant to Section 303 which shall be sufficiently evidenced as
      provided therein) and any resolution of the Board of Directors may be
      sufficiently evidenced by a Board Resolution;

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

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

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

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

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

            (h) the Trustee shall not be charged with knowledge of any Event of
      Default (other than a default in any payment with respect to a Security
      due on a fixed date and with respect to which the Trustee is a Paying
      Agent) unless either (i) a Responsible Officer of the Trustee assigned to
      its corporate trust department shall have actual knowledge thereof or (ii)
      the Trustee shall have received written notice thereof in accordance with
      Section 105 from the Company or any Holder.

                                       43
<PAGE>

      Section 604. Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities (except the Trustee's
certificate of authentication) and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.

      Section 605. May Hold Securities.

      The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and coupons and, subject to the
provisions of the Trust Indenture Act, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Paying Agent, Security
Registrar, Authenticating Agent or such other agent.

      Section 606. Money Held in Trust.

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

      Section 607. Compensation and Reimbursement.

      The Company agrees

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

            (b) except as otherwise expressly provided herein, to reimburse the
      Trustee upon its request for all reasonable expenses, disbursements and
      advances incurred or made by the Trustee in accordance with any provision
      of this Indenture (including the reasonable compensation and the expenses
      and disbursements of its agents and counsel), except to the extent any
      such expense, disbursement or advance may be attributable to the Trustee's
      gross negligence or willful misconduct; and

            (c) to indemnify each of the Trustee and its agents for, and to hold
      each of them harmless against, any loss, liability or expense arising out
      of or in connection with, the acceptance or administration of the trust or
      trusts hereunder or the performance of its duties hereunder, including the
      costs and expenses of

                                       44
<PAGE>

      defending itself against any claim or liability in connection with the
      exercise or performance of any of its powers or duties hereunder, except
      to the extent any such loss, liability or expense may be attributable to
      the Trustee's or its agents' bad faith, negligence or willful misconduct.

      As security for the performance of the obligations of the Company under
      this Section, the Trustee shall have a lien prior to the Securities upon
      all property and funds held or collected by the Trustee as such, except
      funds held in trust for the payment of principal of or any premium or
      interest on, or Additional Amounts in respect to, particular Securities or
      any coupons appertaining thereto. "Trustee" for purposes of this Section
      607 includes any predecessor Trustee, but negligence or bad faith of any
      Trustee shall not be attributed to any other Trustee.

      Section 608. Disqualifications; Conflicting Interests.

      If the Trustee has or shall acquire any conflicting interest, within the
meaning of the Trust Indenture Act, it shall, within 90 days after ascertaining
that it has such conflicting interest, either eliminate such conflicting
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

      Section 609. Corporate Trustee Required; Eligibility.

      There shall at all times be a Trustee hereunder which shall be a
corporation or other person permitted by the Trust Indenture Act to act as
Trustee under an indenture qualified, under the Trust Indenture Act and that has
a combined capital and surplus of at least $50,000,000. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

      Section 610. Resignation and Removal; Appointment of Successor.

            (a) No resignation or removal of the Trustee and no appointment of a
      successor Trustee pursuant to this Article shall become effective until
      the acceptance of appointment by the successor Trustee under Section 611.

            (b) The Trustee may resign at any time with respect to the
      Securities of one or more series by giving written notice thereof to the
      Company. If the instrument of acceptance by a successor Trustee required
      by Section 611 shall not have been delivered to the Trustee within 30 days
      after the giving of such notice of resignation, the resigning Trustee may
      petition any court of competent jurisdiction for the appointment of a
      successor Trustee with respect to the Securities of such series.

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

            (d) If at any time:

                                       45
<PAGE>

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

                  (2) the Trustee shall cease to be eligible under Section 609
            and shall fail to resign after written request therefor by the
            Company or by any such Holder of a Security, or

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

      then, in any such case, (i) the Company, by or pursuant to a Board
      Resolution, may remove such Trustee with respect to all Securities as to
      which it is Trustee or (ii) subject to Section 514, any Holder of a
      Security who has been a bona fide Holder of a 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
      such Trustee with respect to all Securities of such series and the
      appointment of a successor Trustee or Trustees.

            (e) If the Trustee shall resign, be removed or become incapable of
      acting, or if a vacancy shall occur in the office of Trustee for any
      cause, with respect to the Securities of one or more series, the Company,
      by or pursuant to a Board Resolution, shall promptly appoint a successor
      Trustee or Trustees with respect to the Securities of that or those series
      (it being understood that any such successor Trustee may be appointed with
      respect to the Securities of one or more or all of such series and that at
      any time there shall be only one Trustee with respect to the Securities of
      any particular series) and shall comply with the applicable requirements
      of Section 611. If, within one year after such resignation, removal or
      incapability or the occurrence of such vacancy, a successor Trustee with
      respect to the Securities of any series shall be appointed by Act of the
      Holders of a majority in aggregate principal amount of the Outstanding
      Securities of such series delivered to the Company and the retiring
      Trustee, the successor Trustee so appointed shall, forthwith upon its
      acceptance of such appointment in accordance with the applicable
      requirements of Section 611, become the successor Trustee with respect to
      the Securities of such series and to that extent supersede the successor
      Trustee appointed by the Company. If no successor Trustee with respect to
      the Securities of any series shall have been so appointed by the Company
      or the Holders of Securities and accepted appointment in the manner
      required by Section 611, any Holder of a Security who has been a bona fide
      Holder of a Security of such series for at least six months may, on behalf
      of himself and all others similarly situated, petition any court of
      competent

                                       46
<PAGE>

      jurisdiction for the appointment of a successor Trustee with respect to
      the Securities of such series.

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

      Section 611. Acceptance of Appointment by Successor.

            (a) In case of the appointment hereunder of a successor Trustee with
      respect to all Securities, every such successor Trustee so appointed shall
      execute, acknowledge and deliver to the Company and to the retiring
      Trustee an instrument accepting such appointment, and thereupon the
      resignation or removal of the retiring Trustee shall become effective and
      such successor Trustee, without any further act, deed or conveyance, shall
      become vested with all the rights, powers, trusts and duties hereunder 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 hereunder 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 lien, if any, provided for in Section 607.

            (b) In case of the appointment hereunder of a successor Trustee with
      respect to the Securities of one or more (but not all) series, the
      Company, the retiring Trustee and each successor Trustee with respect to
      the Securities of one or more series shall execute and deliver an
      indenture supplemental hereto wherein each successor Trustee shall accept
      such appointment and which (1) shall contain such provisions as shall be
      necessary or desirable to transfer and confirm to, and to vest in, each
      successor Trustee all the rights, powers, trusts and duties of the
      retiring Trustee with respect to the Securities of that or those series to
      which the appointment of such successor Trustee relates, (2) if the
      retiring Trustee is not retiring with respect to all Securities, shall
      contain such provisions as shall be deemed necessary or desirable to
      confirm that all the rights, powers, trusts and duties of the retiring
      Trustee with respect to the Securities of that or those series as to which
      the retiring Trustee is not retiring shall continue to be vested in the
      retiring Trustee, and (3) shall add to or change any of the provisions of
      this Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, it being
      understood that nothing herein or in such supplemental indenture shall
      constitute such Trustees as co-trustees of the same trust, that each such
      Trustee shall be trustee of a trust or trusts hereunder separate and apart
      from any trust or trusts hereunder administered by any other such Trustee
      and that no Trustee shall be responsible for any notice

                                       47
<PAGE>

      given to, or received by, or any act or failure to act on the part of any
      other Trustee hereunder, and upon the execution and delivery of such
      supplemental indenture the resignation or removal of the retiring Trustee
      shall become effective to the extent provided therein, such retiring
      Trustee shall with respect to the Securities of that or those series to
      which the appointment of such successor Trustee relates have no further
      responsibility for the exercise of rights and powers or for the
      performance of the duties and obligations vested in the Trustee under this
      Indenture other than as hereinafter expressly set forth, and each such
      successor Trustee without any other act, deed or conveyance, shall become
      vested with all the rights, powers, trusts and duties of the retiring
      Trustee with respect to the Securities of that or those series to which
      the appointment of such successor Trustee relates, but, on request of the
      Company or any successor Trustee, such retiring Trustee shall duly assign,
      transfer and deliver to such successor Trustee, to the extent contemplated
      by such supplemental indenture, the property and money held by such
      retiring Trustee hereunder with respect to the Securities of that or those
      series to which the appointment of such successor Trustee relates.

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

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

      Section 612. Merger, Conversion, Consolidation or Succession to Business.

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

      Section 613. Appointment of Authenticating Agent.

      The Trustee may appoint an Authenticating Agent or Agents acceptable to
the Company, with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue or exchange, registration of transfer or
partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be

                                       48
<PAGE>

evidenced by an instrument in writing signed by a Responsible Officer of the
Trustee, a copy of which instrument shall be promptly furnished to the Company.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be subject to the approval of the Company and shall
at all times be a bank or trust company or corporation organized and doing
business and in good standing under the laws of the United States, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$5,000,000 and subject to supervision or examination by Federal or State
authorities. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

      Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or fling of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

      An Authenticating Agent may resign at any time by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written notice
of such appointment by United States first-class wail, postage prepaid, to all
Holders of Registered Securities, if any, of the series with respect to which
such Authenticating Agent shall serve, as their names and addresses appear in
the Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent
herein. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.

                                       49
<PAGE>

      The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation, including reimbursement of its reasonable expenses for
its services under this Section.

      The provisions of Sections 308, 604 and 605 shall be applicable to each
Authenticating Agent.

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

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

                                                 _______________________________
                                                                     as Trustee

                                                 By:____________________________
                                                         as Authenticating Agent

                                                 By:____________________________
                                                               Authorized Signer

      If all of the Securities of any series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel) by the
Company, shall appoint in accordance with this Section 613, and on terms
acceptable to the Trustee, an Authenticating Agent having an office in a Place
of Payment designated by the Company with respect to such series of Securities.

                                 ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

      Section 701. Company to Furnish Trustee Names and Addresses of Holders of
Registered Securities.

      The Company shall furnish or cause to be furnished to the Trustee:

            (a) semi-annually, not later than fifteen days after the Regular
      Record Date for a semi-annual Interest Payment Date for each series of
      Securities, or, if there is no semi-annual Interest Payment Date for a
      series of Securities, then not later than May 15 and November 15 in each
      year, commencing on the first May 15 or November 15, as the case may be,
      after the first issuance of such Securities hereunder, a list, in such
      form as the Trustee may reasonably require, of the

                                       50
<PAGE>

      names and addresses of the Holders of Registered Securities of such series
      as of a date not more than 15 days prior to the date of delivery thereof,
      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 so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished for Securities for which the Trustee
acts as Security Registrar.

      Section 702. Preservation of Information; Communications to Holders.

      The Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.

      Every Holder of Securities or coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any Authenticating Agent nor any Paying Agent nor any Security Registrar
shall be held accountable by reason of the disclosure of any information as to
the names and addresses of the Holders of Securities in accordance with Section
312(c) of the Trust Indenture Act, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 312(b)
of the Trust Indenture Act.

      Section 703. Reports by Trustee.

            (a) Within 60 days after May 15 of each year commencing with the
      first May 15 after the first issuance of Securities pursuant to this
      Indenture, if required by Section 313(a) of the Trust Indenture Act, the
      Trustee shall transmit a brief report dated as of such May 15 with respect
      to any of the events specified in such Section 313(a) which may have
      occurred since the later of the immediately preceding May 15 and the date
      of this Indenture.

            (b) The Trustee shall transmit the reports required by Section
      313(b) of the Trust Indenture Act at the times specified therein.

            (c) Reports pursuant to this Section shall be transmitted in the
      manner and to the Persons required by Section 313(c) and filed in the
      manner and with the Persons required by Section 313(d) of the Trust
      Indenture Act.

      Section 704. Reports by Company.

            (a) The Company, pursuant to Section 314(a) of the Trust Indenture
      Act, shall:

                  (i) 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

                                       51
<PAGE>

            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 shall file with the Trustee and the Commission, in
            accordance with rules and regulations prescribed from time to time
            by the Commission, such of the supplementary and periodic
            information, documents and reports which may be required pursuant to
            Section 13 of the Securities Exchange Act of 1934, as amended, in
            respect of a security listed and registered on a national securities
            exchange as may be prescribed from time to time in such rules and
            regulations;

                  (ii) 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

                  (iii) transmit to the Holders of Securities within 30 days
            after the filing thereof with the Trustee, in the manner and to the
            extent provided in Section 313(c) of the Trust Indenture Act, such
            summaries of any information, documents and reports required to be
            filed by the Company pursuant to subsections (i) and (ii) of this
            Section 704(a) as may be required by rules and regulations
            prescribed from time to time by the Commission.

            (b) The Company shall notify the Trustee when and as the Securities
      of any series become admitted to trading on any national securities
      exchange.

                                 ARTICLE EIGHT

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

      Section 801. Consolidations and Mergers of Company and Sales and
Conveyances Permitted Subject to Certain Conditions.

      The Company may consolidate with, merge with or into, or sell or convey
all or substantially all of its assets to, any other corporation, provided that
(a) (i) in the case of a merger, the Company is the surviving entity in such
merger, or (ii) in the. case of a merger in which the Company is not the
surviving entity or in the case of a consolidation or a sale or conveyance of
assets, the corporation into which the Company is merged or the corporation
which is formed by such consolidation or which acquires by sale or conveyance
all or substantially all of the assets of the Company shall be a corporation
organized and existing under

                                       52
<PAGE>

the laws of the United States of America or a State thereof and such successor
corporation shall expressly assume the due and punctual payment of the principal
of and any premium and interest on, and any Additional Amounts payable pursuant
to Section 1004 in respect of, all the Securities, according to their tenor, and
the due and punctual performance and observance of all of the covenants of this
Indenture and the Securities to be performed or observed by the Company by a
supplemental indenture in form satisfactory to the Trustee, executed and
delivered to the Trustee by such corporation and (b) the Company or such
successor corporation as the case may be, shall not, immediately after such
merger or consolidation, or such sale or conveyance, be in default in the
performance or observance of any such covenant.

      Section 802. Rights and Duties of Successor Corporation.

      In case of any such merger in which the Company is not the surviving
entity or any such consolidation, sale or conveyance, and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part, and the predecessor
corporation, except in the event of a conveyance by way of lease, shall be
relieved of any further obligation under this Indenture and the Securities and
any coupons appertaining thereto. Such successor corporation thereupon may cause
to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Securities and coupons issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee, and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities and coupons which previously shall have been signed and delivered by
the officers of the Company to the Trustee for authentication, and any
Securities or coupons which such successor corporation thereafter shall cause to
be signed and delivered to the Trustee for that purpose. All the Securities and
coupons so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities and coupons theretofore or thereafter
issued in accordance with the terms of this Indenture as though all of such
Securities and coupons had been issued at the date of the execution hereof.

      In case of any such merger in which the Company is not the surviving
entity or any such consolidation, sale or conveyance, such changes in
phraseology and form (but not in substance) may be made in the Securities and
coupons thereafter to be issued as may be appropriate.

      Section 803. Officers' Certificate and Opinion of Counsel.

      The Trustee, subject to the provisions of Sections 601 and 603, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such merger, consolidation, sale or conveyance, and any such
assumption by the successor corporation, complies with the provisions of this
Article.

                                       53
<PAGE>

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

      Section 901. Supplemental Indentures Without Consent of Holders.

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

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

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

            (c) to add any additional Events of Default with respect to all or
      any series of Securities; or

            (d) to add to or change any of the provisions of this Indenture to
      provide that Bearer Securities may be registrable as to principal, to
      change or eliminate any restrictions on the payment of principal (or
      premium, if any) or any interest on or Additional Amounts with respect to
      Registered Securities or Bearer Securities, to permit Bearer Securities to
      be issued in exchange for Registered Securities, to modify the provisions
      relating to global Securities or to permit the issuance of Securities in
      uncertificated form, provided that any such action shall not adversely
      affect the interests of the Holders of Securities of any series or any
      related coupons in any material respect; or

            (e) to add to, change or eliminate any of the provisions of this
      Indenture in respect of one or more series of Securities, provided that
      any such addition, change or elimination not otherwise permitted under
      this Section 901 shall (i) become effective only when there is no Security
      Outstanding of any series created prior to the execution of such
      supplemental indenture which is entitled to the benefit of such provision
      or (ii) not apply to any Security then Outstanding; or

            (f) to secure the Securities; or

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

                                       54
<PAGE>

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

            (i) to add to, delete from or revise the conditions, limitations and
      restrictions on the authorized amount, terms or purposes of issue,
      authentication and delivery of Securities, as herein set forth; or

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

      Section 902. Supplemental Indentures With Consent of Holders.

      With the consent of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of such Holders delivered to the Company and the
Trustee, the Company, when authorized by or pursuant to a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights
of the Holders of Securities of such series and any related coupons under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby:

            (a) change the Stated Maturity of the principal of, or any
      installment of principal of or interest on, any Security, or reduce the
      principal amount thereof or the rate or amount of interest thereon or any
      Additional Amounts payable in respect thereof, or any premium payable upon
      the redemption thereof or otherwise, or change any obligation of the
      Company to pay Additional Amounts pursuant to Section 1004 (except as
      contemplated by Section 801 and permitted by Section 901(a)), or reduce
      the amount of the principal of an Original Issue Discount Security that
      would be due and payable upon acceleration of the Maturity thereof
      pursuant to Section 502 or the amount thereof provable in bankruptcy
      pursuant to Section 504, or adversely affect any right of repayment at the
      option of the Holder of any Security, or, subject to the provisions of
      Section 1002, change any Place of Payment where the principal of any
      Security or any premium or the interest thereon or any Additional Amounts
      with respect thereto is payable, or impair the right to institute suit for
      the enforcement of any such payment on or after the Stated Maturity
      thereof (or, in the case of redemption, on or after the Redemption Date
      or, in the case of repayment at the option of the Holder, on or after the
      date for repayment); or

                                       55
<PAGE>

            (b) reduce the percentage in aggregate principal amount of the
      Outstanding Securities of any series, the consent of whose Holders is
      required for any such supplemental indenture, or the consent of whose
      Holders is required for any waiver (of compliance with certain provisions
      of this Indenture or certain defaults hereunder and their consequences)
      provided for in this Indenture or reduce the requirements of Section 1404
      for quorum or voting; or

            (c) modify any of the provisions of this Section, Section 513 or
      Section 1007, except to increase the percentage in aggregate principal
      amount of the Outstanding Securities of any series, the consent of whose
      Holders is required for the actions specified herein or therein, or to
      provide that certain other provisions of this Indenture cannot be modified
      or waived without the consent of the Holder of each Outstanding Security
      affected thereby; provided, however, that this subsection shall not be
      deemed to require the consent of any Holder of Securities or coupons with
      respect to changes in the references to "the Trustee" and concomitant
      changes in this Section and Section 1007, or the deletion of this
      provision, in accordance with the requirements of Section 901 (h); or

            (d) modify any of the provisions of this Indenture relating to the
      subordination of the Securities in a manner adverse to the Holders.

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

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

      Section 903. Execution of Supplemental Indentures.

      In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

      Section 904. Effect of Supplemental Indentures.

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

                                       56
<PAGE>

      Section 905. Conformity with Trust Indenture Act.

      Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

      Section 906. Reference in Securities to Supplemental Indentures.

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

      Section 907. Effect on Senior Indebtedness.

      No supplemental indenture entered into under this Article Nine shall
modify, directly or indirectly, the provisions of Article Fifteen or the
definition of Senior Indebtedness in Section 101 in any manner that might alter
or impair the subordination of the Securities with respect to the Senior
Indebtedness then outstanding unless each holder of such Senior Indebtedness has
consented thereto in writing.

                                  ARTICLE TEN

                                   COVENANTS

      Section 1001. Payment of Principal and any Premium, Interest and
Additional Amounts.

      The Company covenants and agrees for the benefit of the Holders of
Securities of each series that it will duly and punctually pay the principal of
and any premium and interest on, and any Additional Amounts payable in respect
of, the Securities of that series in accordance with the terms of such series of
Securities, any coupons appertaining thereto and this Indenture. Any interest
due on and any Additional Amounts payable in respect of Bearer Securities on or
before the Maturity thereof, other than Additional Amounts, if any, payable as
provided in Section 1004 in respect of principal of or any premium on such a
Security, shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature.

      Section 1002. Maintenance of Office or Agency.

      The Company shall maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of that series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served, and the Company
hereby initially appoints the Trustee at its Corporate Trust Office and its New
York Facility as its agent

                                       57
<PAGE>

to receive all such presentations, surrenders, notices and demands. If
Securities of a series are issuable as Bearer Securities, the Company shall
maintain, subject to any laws or regulations applicable thereto, an office or
agency in a Place of Payment for such series which is located outside the United
States where Securities of such series and any related coupons may be presented
and surrendered for payment (including payment of any Additional Amounts payable
on Securities of such series pursuant to Section 1004), where Securities of that
series may be surrendered for exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served; provided, however, that if the Securities of such series are listed
on any stock exchange located outside the United States and such stock exchange
shall so require, the Company shall maintain a Paying Agent for the Securities
of such series in a city located outside the United States required by such
exchange so long as the Securities of such series are listed on such exchange.
The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of each such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office or the
New York Facility of the Trustee, except that Bearer Securities of that series
and any related coupons may be presented and surrendered for payment (including
payment of any Additional Amounts payable on Bearer Securities of that series
pursuant to Section 1004) at the place specified for the purpose pursuant to
Section 301.

      Except as otherwise provided in the form of Bearer Security of any
particular series pursuant to the provisions of this Indenture, no payment of
principal, or any premium or interest on or Additional Amounts in respect of
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 payment of principal of and any premium or interest
(including Additional Amounts payable in respect thereof) on any Bearer Security
may be made in Dollars at the Corporate Trust Office of the Trustee 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 such purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

      The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency. Unless otherwise set forth in, or
pursuant to, a Board Resolution or any indenture supplemental hereto with
respect to a series of Securities issuable as Registered Securities, the Company
hereby designates as Places of Payment for each series of Securities issuable as
Registered Securities the City of Chicago, Illinois and the Borough of
Manhattan, The City of New York, and initially appoints the Trustee at its
Corporate Trust Office and its New York Facility as Paying Agent and as its
agent to receive all such presentations, surrenders, notices and demands.

                                       58
<PAGE>

      Section 1003. Money for Securities Payments to be Held in Trust.

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

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

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

            (a) hold all sums held by it for the payment of the principal of and
      any premium or interest on or Additional Amounts with respect to
      Securities of that series in trust for the benefit of the Persons entitled
      thereto until such sums shall be paid to such Persons or otherwise
      disposed of as provided in or pursuant to this Indenture;

            (b) give the Trustee notice of any default by the Company (or any
      other obligor upon the Securities of that series) in the making of any
      payment of the principal of, any premium or interest on or Additional
      Amounts with respect to Securities of that series; and

            (c) 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, discharge or defeasance 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.

      Except as otherwise specified as contemplated by Section 301 for
Securities of any particular series, 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 any premium or interest on or

                                       59
<PAGE>

Additional Amounts in respect of any Security of any series and remaining
unclaimed for one year after such principal and any premium or interest or
Additional Amounts has become due and payable shall be paid to the Company upon
Company Request along with interest, if any, that has been accumulated thereon
or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Security or any coupon appertaining thereto shall thereafter, as
an unsecured general creditor, look only to the Company for payment of such
principal, premium or interest, without interest thereon, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper in each Place of Payment for such series or to
be mailed to Holders of Registered Securities of such series, or both, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication or
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company.

      Section 1004. Additional Amounts.

      If the Securities of a series provide for the payment of Additional
Amounts to the Holders of such Securities, then the Company shall pay to each
Holder of such Securities or any coupon appertaining thereto the Additional
Amounts as provided therein. Whenever there is mentioned in this Indenture, in
any context, the payment of the principal of or any premium or interest on, or
in respect of, any Security of any series or payment of any related coupon or
the net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided for by the terms of such series pursuant hereto to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof pursuant to such terns and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

      Except as otherwise provided in or pursuant to this Indenture, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to such series of
Securities (or if the Securities of such series shall not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee or the Company, with an Officers' Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of principal
of and any premium or interest on the Securities of such series shall be made to
Holders of Securities of such series or any related coupons who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of such series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities or coupons and the Company shall pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of
such Securities. The Company covenants to indemnify the Trustee and any Paying
Agent for, and to hold them harmless

                                       60
<PAGE>

against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section.

      Section 1005. Statement as to Compliance; Notice of Certain Defaults.

            (a) The Company shall deliver to the Trustee, within 120 days after
      the end of each fiscal year, a written statement, which need not comply
      with Section 102, signed by the principal executive officer, the principal
      financial officer or the principal accounting officer of the Company, as
      to his or her knowledge of the Company's compliance with all conditions
      and covenants under this Indenture. For purposes of this Section 1005,
      such compliance shall be determined without regard to any period of grace
      or requirement of notice under this Indenture.

            (b) The Company shall deliver to the Trustee, within five days after
      the occurrence thereof, written notice of any event which after notice or
      lapse of time or both would become an Event of Default pursuant to Section
      501.

      Section 1006. Corporate Existence.

      Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

      Section 1007. Waiver of Certain Covenants.

      The Company may omit in any particular instance to comply with any
covenant or condition not currently included in this Indenture but specified as
applicable to a series of Securities as contemplated by Section 301, with
respect to the Securities of any series if before or after the time for such
compliance the Holders of a majority in aggregate principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect any such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

      Section 1101. Applicability of Article.

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

                                       61
<PAGE>

      Section 1102. Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the option of
the Company of Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities of such series to be redeemed. In the case
of any redemption of Securities (i) prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, or (ii) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities, the Company shall furnish
the Trustee with an Officers' Certificate evidencing compliance with such
restriction or condition.

      Section 1103. Selection by Trustee of Securities to be Redeemed.

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

      The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.

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

      Section 1104. Notice of Redemption.

      Notice of redemption shall be given in the manner provided in Section 106,
not less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to each Holder of
Securities to be redeemed. Failure to give such notice by mailing in the manner
therein provided to the Holder of any Registered Security designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other such Security or portion thereof.

      Any notice that is given in the manner provided in Section 105 shall be
conclusively presumed to have been duly given, whether or not the Holder of
Securities receives the notice.

      All notices of redemption shall state, to the extent applicable:

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            (a) the Redemption Date;

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

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

            (d) in case any Registered Security is to be redeemed in part only,
      the notice which relates to such Security shall state that on and after
      the Redemption Date, upon surrender of such Security, the Holder of such
      Security will receive, without charge, a new Registered Security or
      Registered Securities of authorized denominations for the principal amount
      thereof remaining unredeemed;

            (e) that on the Redemption Date the Redemption Price and any accrued
      interest and Additional Amounts shall become due and payable upon each
      such Security or portion thereof to be redeemed and, if applicable, that
      interest thereon shall cease to accrue on and after said date;

            (f) the place or places where such Securities, together in the case
      of Bearer Securities with all coupons appertaining thereto, if any,
      maturing after the Redemption Date, are to be surrendered for payment of
      the Redemption Price and any accrued interest and Additional Amounts
      pertaining thereto;

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

            (h) that, unless otherwise specified in such notice, Bearer
      Securities of any series, if any, surrendered for redemption must be
      accompanied by all coupons maturing subsequent to the date fixed for
      redemption or the amount of any such missing coupon or coupons will be
      deducted from the Redemption Price, unless security or indemnity
      satisfactory to the Company, the Trustee and any Paying Agent is
      furnished;

            (i) if Bearer Securities of any series are to be redeemed and any
      Registered Securities of such series are not to be redeemed, and if such
      Bearer Securities may be exchanged for Registered Securities not subject
      to redemption on the Redemption Date pursuant to Section 305 or otherwise,
      the last date, as determined by the Company, on which such exchanges may
      be made; and

            (j) the CUSIP number (or any other numbers used by a Depository to
      identify such Securities), if any, of the Securities to be redeemed.

      A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.

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

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      Section 1105. Deposit of Redemption Price.

      On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent except in the case of a sinking fund payment under Article Twelve,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay on the Redemption Date the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) any accrued interest on
and Additional Amounts in respect of, all the Securities or portions thereof
which are to be redeemed on that date.

      Section 1106. Securities Payable on Redemption Date.

      If notice of redemption has been given as provided in Section 1104, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with any
accrued interest (and any Additional Amounts) to the Redemption Date; provided,
however, that installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of coupons for such interest (at an office or agency
located outside the United States except as otherwise provided in Section 1002,
and provided, further, installments of interest on Registered Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Regular Record Dates or Special
Record Dates, as the case may be, according to their terms and the provisions of
Section 307.

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

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal, any premium, and, to the extent permitted
by applicable law, the interest required to be paid thereon shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

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      Section 1107. Securities Redeemed in Part.

      Any Registered Security which is to be redeemed only in part shall be
surrendered at any office or agency of the Company maintained for that purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Registered Security or Registered Securities of the same series containing
identical terms and provisions, of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered. If a
Security in global form is so surrendered, the Company shall execute, and the
Trustee shall authenticate and deliver to the U.S. Depository or other
Depository for such Security in global form as shall be specified in the Company
Order with respect thereto to the Trustee, without service charge, a new
Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

      Section 1201. Applicability of Article.

      The provisions of this Article shall be applicable to the sinking fund, if
any, for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 301 for Securities of such series.

      The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

      Section 1202. Satisfaction of Sinking Fund Payments with Securities.

      The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of a series required to be made pursuant
to the terms of such Securities (i) deliver Outstanding Securities of such
series (other than any of such Securities previously called for redemption)
together in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto, and (ii) apply as a credit Securities of such
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, as provided for
by the terms of such Securities; provided that such Securities so delivered or
applied as a credit have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the applicable

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Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

      Section 1203. Redemption of Securities for Sinking Fund.

      Not less than 60 days prior to each sinking fund payment date for any
series of Securities (or such shorter notice as the Trustee may approve), the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering or crediting Securities of that series pursuant to
Section 1202, the basis for any such crediting and the optional amount, if any,
to be added in cash to the next ensuing mandatory sinking fund payment, and will
also deliver to the Trustee any Securities to be so credited and not theretofore
delivered. If such Officers' Certificate shall specify an optional amount to be
added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified. Not less than
30 days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

      Section 1301. Applicability of Article.

      Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series. The repayment of any principal amount of
Securities pursuant to such option of the Holder to require repayment of
Securities before their Stated Maturity, for purposes of Section 309, shall not
operate as a payment, redemption or satisfaction of the indebtedness represented
by such Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
canceled. Notwithstanding anything to the contrary contained in this Article
Thirteen, in connection with any repayment of Securities, the Company may
arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

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                                ARTICLE FOURTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

      Section 1401. Purposes for Which Meetings May Be Called.

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

      Section 1402. Call, Notice and Place of Meetings.

            (a) The Trustee may at any time call a meeting of Holders of
      Securities of any series for any purpose specified in Section 1401, to be
      held at such time and at such place in the Borough of Manhattan, The City
      of New York, or in such other place outside the United States as the
      Trustee shall determine. Notice of every meeting of Holders of Securities
      of any series, setting forth the time and the place of such meeting and in
      general terms the action proposed to be taken at such meeting, shall be
      given, in the manner provided in Section 106, not less than 21 nor more
      than 180 days prior to the date fixed for the meeting.

            (b) In case at any time the Company, by or pursuant to a Board
      Resolution, or the Holders of at least 25% in aggregate principal amount
      of the Outstanding Securities of any series shall have requested the
      Trustee to call a meeting of the Holders of Securities of such series for
      any purpose specified in Section 1401, by written request setting forth in
      reasonable detail the action proposed to be taken at the meeting, and the
      Trustee shall not have made the first publication of the notice of such
      meeting within 21 days after receipt of such request or shall not
      thereafter proceed to cause the meeting to be held as provided herein,
      then the Company or the Holders of Securities of such series in the amount
      above specified, as the case may be, may determine the time and the place
      in the Borough of Manhattan, The City of New York for such meeting and may
      call such meeting for such purposes by giving notice thereof as provided
      in subsection (a) of this Section.

      Section 1403. Persons Entitled to Vote at Meetings.

      To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (i) a Holder of one or more Outstanding Securities of
such series, or (ii) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

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      Section 1404. Quorum; Action.

      The Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, however, that if any action
is to be taken at such meeting with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this
Indenture or which the supplemental indenture, Board Resolution or other
instrument authorizing such series of Securities expressly provides may be made,
given, or taken by the Holders of a specified percentage that is less or greater
than a majority in aggregate principal amount of the Outstanding Securities of a
series, then with respect to such action (and only such action), the Persons
entitled to vote such lesser or greater percentage in aggregate principal amount
of the Outstanding Securities of such series shall constitute a quorum. In the
absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case the meeting may be adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1402(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum with respect to each action to be considered at such
meeting.

      Except as limited by the proviso to Section 902, any resolution presented
to a meeting duly convened or an adjourned meeting duly reconvened at which a
quorum is present as aforesaid may be adopted only by the affirmative vote of
the Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series; provided, however, that, except as limited by the
proviso to Section 902, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this
Indenture or which the supplemental indenture, Board Resolution or other
instrument authorizing such series of Securities expressly provides may be made,
given or taken by the Holders of a specified percentage, that is less or greater
than a majority, in aggregate principal amount of the Outstanding Securities of
a series may be adopted at a meeting duly convened or an adjourned meeting duly
reconvened and at which a quorum is present by the affirmative vote of the
Holders of such specified percentage in principal amount of the Outstanding
Securities of that series.

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

      Section 1405. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

            (a) Notwithstanding any other provisions of this Indenture, the
      Trustee may make such reasonable regulations as it may deem advisable for
      any meeting of Holders of Securities of any series in regard to proof of
      the holding of

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<PAGE>

      Securities of such series and of the appointment of proxies and in regard
      to the appointment and duties of inspectors of votes, the submission and
      examination of proxies, certificates and other evidence of the right to
      vote, and such other matters concerning the conduct of the meeting as it
      shall deem appropriate. Except as otherwise permitted or required by any
      such regulations, the holding of Securities shall be proved in the manner
      specified in Section 104 and the appointment of any proxy shall be proved
      in the manner specified in Section 104 or by having the signature of the
      person executing the proxy witnessed or guaranteed by any trust company,
      bank or banker authorized by Section 104 to certify to the holding of
      Bearer Securities. Such regulations may provide that written instruments
      appointing proxies, regular on their face, maybe presumed valid and
      genuine without the proof specified in Section 104 or other proof.

            (b) The Trustee shall, by an instrument in writing, appoint a
      temporary chairman of the meeting, unless the meeting shall have been
      called by the Company or by Holders of Securities as provided in Section
      1402(b), in which case the Company or the Holders of Securities of the
      series calling the meeting as the case may be, shall in like manner
      appoint a temporary chairman. A permanent chairman and a permanent
      secretary of the meeting shall be elected by vote of the Persons entitled
      to vote a majority in principal amount of the Outstanding Securities of
      such series represented at the meeting.

            (c) At any meeting each Holder of a Security of such series or proxy
      shall be entitled to one vote for each $1,000 principal amount of
      Outstanding Securities of such series held or represented by him;
      provided, however, that no vote shall be cast or counted at any meeting in
      respect of any Security challenged as not Outstanding and ruled by the
      chairman of the meeting to be not Outstanding. The chairman of the meeting
      shall have no right to vote, except as a Holder of a Security of such
      series or proxy.

            (d) Any meeting of Holders of Securities of any series duly called
      pursuant to Section 1402 at which a quorum is present may be adjourned
      from time to time by Persons entitled to vote a majority in aggregate
      principal amount of the Outstanding Securities of such series represented
      at the meeting; and the meeting may be held as so adjoined without further
      notice.

      Section 1406. Counting Votes and Recording Action of Meetings.

      The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to such record the original

                                       69
<PAGE>

reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 1402 and, if applicable, Section 1404. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company, and another to
the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

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

                                ARTICLE FIFTEEN

                                 SUBORDINATION

      Section 1501. Agreement to Subordinate.

      The Company covenants and agrees, and each Holder of Securities issued
hereunder by such Holder's acceptance thereof likewise covenants and agrees,
that all Securities shall be issued subject to the provisions of this Article
Fifteen; and each Holder of a Security, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound by such
provisions.

      The payment by the Company of the principal of, premium, if any, and
interest and Additional Amounts on all Securities issued hereunder shall, to the
extent and in the manner hereinafter set forth, be subordinated and junior in
right of payment to the prior payment in full of all Senior Indebtedness of the
Company, whether outstanding at the date of this Indenture or thereafter
incurred.

      No provision of this Article Fifteen shall prevent the occurrence of any
default or Event of Default hereunder.

      Section 1502. Default on Senior Indebtedness.

      In the event and during the continuation of any default by the Company in
the payment of principal, premium, interest or any other payment due on any
Senior Indebtedness of the Company, as the case may be, or in the event that the
maturity of any Senior Indebtedness of the Company, as the case may be, has been
accelerated because of a default, then, in either case, no payment shall be made
by the Company with respect to the principal (including redemption payments) of,
or premium, if any, or interest or Additional Amounts on, the Securities or to
acquire any of the Securities (except sinking fund payments made with respect to
Securities acquired by the Company prior to such default).

      In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee, by any Holder or by any Paying Agent (or, if the
Company is acting as its own Paying Agent, money for any such payment is
segregated and held in trust) when such payment is prohibited by the preceding
paragraph of this Section 1502, before all Senior Indebtedness of the

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Company is paid in full, or provision is made for such payment in money in
accordance with its terms, such payment shall be held in trust for the benefit
of, and shall be paid over or delivered to, the holders of Senior Indebtedness
of the Company or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, ratably
according to the aggregate amount remaining unpaid on account of the principal,
premium, interest or any other payment due on the Senior Indebtedness held or
represented by each, for application to the payment of all Senior Indebtedness
of the Company remaining unpaid to the extent necessary to pay such Senior
Indebtedness in full in money in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the benefit of the holders
of such Senior Indebtedness, but only to the extent that the holders of the
Senior Indebtedness (or their representative or representatives or a trustee)
notify the Trustee in writing within 90 days of such payment of the amounts then
due and owing on the Senior Indebtedness and only the amounts specified in such
notice to the Trustee shall be paid to the holders of Senior Indebtedness.

      Section 1503. Liquidation; Termination; Bankruptcy.

      Upon any payment by the Company or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any termination, winding-up, liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due upon all Senior Indebtedness of the Company
shall first be paid in full, or payment thereof provided for in money in
accordance with its terms, before any payment is made by the Company on account
of the principal (and premium, if any) or interest or Additional Amounts on the
Securities; and upon any such termination, winding-up, liquidation or
reorganization, any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the Holders of the Securities or the Trustee would be entitled to receive,
except for the provisions of this Article Fifteen, shall be paid by the Company
or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the Holders of the Securities
or by the Trustee under this Indenture if received by them or it, directly to
the holders of Senior Indebtedness of the Company (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such holders,
as calculated by the Company) or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness in
full, in money or money's worth, after giving effect to any concurrent payment
or distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Holders of Securities or to the Trustee.

      In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as
its own Paying Agent, money for any such payment is segregated and held in
trust) before all Senior Indebtedness of the Company is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any

                                       71
<PAGE>

indenture pursuant to which any of such Senior Indebtedness may have been
issued, as their respective interests may appear, ratably according to the
aggregate amount remaining unpaid on account of the principal, premium, interest
or any other payment due on the Senior Indebtedness held or represented by each,
as calculated by the Company, for application to the payment of all Senior
Indebtedness of the Company, as the case may be, remaining unpaid to the extent
necessary to pay such Senior Indebtedness in full in money in accordance with
its terms, after giving effect to any concurrent payment or distribution to or
for the benefit of the holders of such Senior Indebtedness.

      For purposes of this Article Fifteen, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article Fifteen with
respect to the Securities to the payment of all Senior Indebtedness of the
Company, as the case may be, that may at the time be outstanding, provided that
(i) such Senior Indebtedness is assumed by the new corporation, if any,
resulting from any such reorganization or readjustment, and (ii) the rights of
the holders of such Senior Indebtedness are not, without the consent of such
holders, altered by such reorganization or readjustment. The consolidation of
the Company with, or the merger of the Company into, another corporation or the
liquidation or termination of the Company following the conveyance or transfer
of its property as an entirety, or substantially as an entirety, to another
corporation upon the terms and conditions provided for in Article Eight shall
not be deemed a termination, winding-up, liquidation or reorganization for the
purposes of this Section 1503 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article Eight. Nothing in Section 1502 or in this Section 1503 shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 607.

      Section 1504. Subrogation.

      Subject to the payment in full of all Senior Indebtedness of the Company,
the rights of the Holders of the Securities shall be subrogated to the rights of
the holders of such indebtedness to receive payments or distributions of cash,
property or securities of the Company, as the case may be, applicable to such
Senior Indebtedness until the principal of (and premium, if any) and interest
and Additional Amounts, if any, on the Securities shall be paid in full; and,
for the purposes of such subrogation, no payments or distributions to the
holders of such Senior Indebtedness of any cash, property or securities to which
the Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article Fifteen, and no payment over pursuant to the
provisions of this Article Fifteen to or for the benefit of the holders of such
Senior Indebtedness by Holders of the Securities or the Trustee, shall, as
between the Company, its creditors other than Holders of Senior Indebtedness of
the Company, and the holders of the Securities, be deemed to be a payment by the
Company to or on account of such Senior Indebtedness. It is understood that the
provisions of this Article Fifteen are and are intended solely for the purposes
of defining the relative rights of the Holders of the Securities, on the one
hand, and the holders of such Senior Indebtedness on the other hand.

      Nothing contained in this Article Fifteen or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as between the Company, its
creditors other than the

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holders of Senior Indebtedness of the Company, and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest and Additional Amounts, if any, on the Securities as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative rights of the Holders of the Securities and
creditors of the Company, as the case may be, other than the holders of Senior
Indebtedness of the Company, nor shall anything herein or therein prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under the Indenture, subject to the
rights, if any, under this Article Fifteen of the holders of such Senior
Indebtedness in respect of cash, property or securities of the Company, as the
case may be, received upon the exercise of any such remedy.

      Upon any payment or distribution of assets of the Company referred to in
this Article Fifteen, the Trustee, subject to the provisions of Section 601, and
the Holders of the Securities shall be entitled to conclusively rely upon any
order or decree made by any court of competent jurisdiction in which such
termination, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of the Securities, for the purposes of ascertaining
the Persons entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, as the case may be, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Fifteen.

      Section 1505. Trustee to Effectuate Subordination.

      Each Holder of Securities by such Holder's acceptance thereof authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article Fifteen and appoints the Trustee such Holder's attorney-in-fact for any
and all such purposes.

      Section 1506. Notice by the Company.

      The Company shall give prompt written notice to a Responsible Officer of
the Trustee of any fact known to the Company that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Securities pursuant
to the provisions of this Article Fifteen. Notwithstanding the provisions of
this Article Fifteen or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts that would prohibit
the making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article Fifteen, unless and until
a Responsible Officer of the Trustee shall have received written notice thereof
from the Company or a holder or holders of Senior Indebtedness or their
representative or representatives or from any trustee therefor; and before the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 601, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
provided for in this Section 1506 at least two Business Days prior to the date
upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (or premium, if
any) or interest or Additional Amounts on any Security), then, anything herein
contained to the contrary

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<PAGE>

notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purposes for which they were received, and
shall not be affected by any notice to the contrary that may be received by it
within two Business Days prior to such date.

      The Trustee, subject to the provisions of Section 601, shall be entitled
to conclusively rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness of the Company (or a
trustee on behalf of such holder) to establish that such notice has been given
by a holder of such Senior Indebtedness or a trustee on behalf of any such
holder or holders. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of such Senior Indebtedness to participate in any payment or distribution
pursuant to this Article Fifteen, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article Fifteen, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

      Section 1507. Rights of the Trustee; Holders of Senior Indebtedness.

      The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article Fifteen in respect of any Senior Indebtedness at any
time held by it, to the same extent as any other holder of Senior Indebtedness,
and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.

      With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Fifteen, and no
implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of such Senior
Indebtedness and, subject to the provisions of Section 601, the Trustee shall
not be liable to any holder of such Senior Indebtedness if it shall pay over or
deliver to Holders of Securities, the Company or any other Person money or
assets to which any holder of such Senior Indebtedness shall be entitled by
virtue of this Article Fifteen or otherwise.

      Section 1508. Subordination May Not Be Impaired.

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

      Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness of the Company may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the

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<PAGE>

Holders of the Securities and without impairing or releasing the subordination
provided in this Article Fifteen or the obligations hereunder of the Holders of
the Securities to the holders of such Senior Indebtedness, do any one or more of
the following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, such Senior Indebtedness, or otherwise
amend or supplement in any manner such Senior Indebtedness or any instrument
evidencing the same or any agreement under which such Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release
any Person liable in any manner for the collection of such Senior Indebtedness;
and (iv) exercise or refrain from exercising any rights against the Company, as
the case may be, and any other Person.

                                    * * * * *

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<PAGE>

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

                                           OLD NATIONAL BANCORP

Attest:                                    By:_________________________________
                                                Name:
                                                Title:
By:_________________________________
     Name:
     Title:

                                           J. P. MORGAN TRUST COMPANY,
                                           NATIONAL ASSOCIATION

Attest:                                    By:_________________________________
                                                Name:
                                                Title:
By:_________________________________
     Name:
     Title:

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<PAGE>

STATE OF INDIANA                         )
                                         )
COUNTY OF VANDERBURGH:                   )

      On the ________ day of ___________, 2004, before me personally came
____________, to me known, who, being by me duly sworn, did depose and say that
he is the Chairman and Chief Executive Officer of Old National Bancorp, one of
the corporations described in and which executed the foregoing instrument, and
that he signed his name thereto by like authority.

                                           ____________________________________
                                           Notary Public

                                           ____________________________________
                                           Printed Name

My Commission Expires:                     County of Residence:
________________________________           ____________________________________

STATE OF ILLINOIS                        )
                                         )
COUNTY OF COOK                           )

      On the ___ day of ____________, 2004, before me personally came
____________, to me known, who, being by me duly sworn, did depose and say that
he is an Assistant Vice President of J. P. Morgan Trust Company, National
Association, one of the corporations described in and which executed the
foregoing instrument, and that he signed his name thereto by like authority.

                                           ____________________________________
                                           Notary Public

                                           ____________________________________
                                           Printed Name

My Commission Expires:                     County of Residence:
________________________________           ____________________________________

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