<PAGE>

                                                                     EXHIBIT 4.3

================================================================================

                              OLD NATIONAL BANCORP

                                       AND

                              BANK ONE, NA, TRUSTEE

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

                                    Indenture

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

                            Dated as of July 23, 1997

                                (Debt Securities)

================================================================================

<PAGE>

                               TABLE OF CONTENTS

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<S>                                                                   <C>
                            ARTICLE ONE

      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions ..........................................   1
    Act ...........................................................   2
    Additional Amounts ............................................   2
    Affiliate .....................................................   2
    Authenticating Agent ..........................................   2
    Authorized Newspaper ..........................................   2
    Bearer Security ...............................................   3
    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
    Consolidated Net Worth ........................................   3
    Corporate Trust Office ........................................   4
    corporation ...................................................   4
    coupon ........................................................   4
    Defaulted Interest ............................................   4
    Depository ....................................................   4
    Dollars or $ ..................................................   4
    Event of Default ..............................................   4
    Government Obligations ........................................   4
    Holder ........................................................   4
    Indebtedness ..................................................   4
    Indenture .....................................................   5
    Indexed Security ..............................................   5
    interest ......................................................   5
    Interest Payment Date .........................................   5
    Lien ..........................................................   5
    mandatory sinking fund payment ................................   5
    Maturity ......................................................   5
    New York Facility .............................................   5
    Officers' Certificate .........................................   6
    Opinion of Counsel ............................................   6
    optional sinking fund payment .................................   6
    Original Issue Discount Security ..............................   6
    Outstanding ...................................................   6
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                                       -i-

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<TABLE>
<S>                                                                 <C>
    Paying Agent ...............................................     7
    Person .....................................................     7
    Place of Payment ...........................................     7
    Predecessor Security .......................................     7
    Redemption Date ............................................     8
    Redemption Price ...........................................     8
    Registered Security ........................................     8
    Regular Record Date ........................................     8
    Responsible Officer ........................................     8
    Security or Securities .....................................     8
    Security Register and Security Registrar ...................     8
    Significant Subsidiary .....................................     8
    Special Record Date ........................................     9
    Stated Maturity ............................................     9
    Subsidiary .................................................     9
    Trust Indenture Act ........................................     9
    Trustee ....................................................     9
    United States ..............................................     9
    United States Alien ........................................     9
    U.S. Depository or Depository ..............................    10

SECTION 102. Compliance Certificates and Opinions ..............    10

SECTION 103. Form of Documents Delivered to Trustee ............    11

SECTION 104. Acts of Holders ...................................    11

SECTION 105. Notices, etc to Trustee and Company ...............    14

SECTION 106. Notice to Holders of Securities; Waiver ...........    14

SECTION 107. Language of Notices, etc ..........................    15

SECTION 108. Conflict with Trust Indenture Act .................    15

SECTION 109. Effect of Headings and Table of Contents ..........    15

SECTION 110. Successors and Assigns ............................    15

SECTION 111. Separability and Saving Clause ....................    15

SECTION 112. Benefits of Indenture .............................    16

SECTION 113. Governing Law .....................................    16
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                   <C>
SECTION 114. Legal Holidays .......................................   16

SECTION 115. Certificate of Firm of Independent Public
                Accountants Conclusive ............................   16

SECTION 116. No Recourse Against Others ...........................   17

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. Forms of Securities ..................................   17

SECTION 202. Form of Trustee's Certificate of Authentication ......   18

SECTION 203. Securities in Global Form ............................   18

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series .................   18

SECTION 302. Currency; Denominations ..............................   22

SECTION 303. Execution, Authentication, Delivery and Dating .......   22

SECTION 304. Temporary Securities .................................   24

SECTION 305. Registration, Registration of Transfer and Exchange ..   25

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities .....   28

SECTION 307. Payment of Interest and Certain Additional Amounts;
               Rights Preserved ...................................   29

SECTION 308. Persons Deemed Owners ................................   31

SECTION 309. Cancellation .........................................   32

SECTION 310. Computation of Interest ..............................   32
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                                      -iii-

<PAGE>

<TABLE>
<S>                                                                        <C>
                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture ....................    32

SECTION 402. Application of Trust Money .................................    34

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501. Events of Default ..........................................    35

SECTION 502. Acceleration of Maturity; Rescission and Annulment .........    37

SECTION 503. Collection of Indebtedness and Suits for Enforcement by
               Trustee ..................................................    38

SECTION 504. Trustee May File Proofs of Claim ...........................    39

SECTION 505. Trustee May Enforce Claims without Possession of
               Securities or Coupons ....................................    40

SECTION 506. Application of Money Collected .............................    40

SECTION 507. Limitation on Suits ........................................    41

SECTION 508. Unconditional Right of Holders to Receive Principal and
               any Premium, Interest and Additional Amounts .............    41

SECTION 509. Restoration of Rights and Remedies .........................    42

SECTION 510. Rights and Remedies Cumulative .............................    42

SECTION 511. Delay or Omission Not Waiver ...............................    42

SECTION 512. Control by Holders of Securities ...........................    42

SECTION 513. Waiver of Past Defaults ....................................    43

SECTION 514. Undertaking for Costs ......................................    43

SECTION 515. Waiver of Stay or Extension Laws ...........................    44
</TABLE>

                                      -iv-
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<TABLE>
<S>                                                                            <C>
                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities ...........................   44

SECTION 602. Notice of Defaults ............................................   45

SECTION 603. Certain Rights of Trustee .....................................   46

SECTION 604. Not Responsible for Recitals or Issuance of Securities ........   47

SECTION 605. May Hold Securities ...........................................   47

SECTION 606. Money Held in Trust ...........................................   47

SECTION 607. Compensation and Reimbursement ................................   48

SECTION 608. Disqualifications; Conflicting Interests .......................  48

SECTION 609. Corporate Trustee Required, Eligibility .......................   48

SECTION 610. Resignation and Removal; Appointment of Successor ..............  49

SECTION 611. Acceptance of Appointment by Successor ........................   50

SECTION 612. Merger, Conversion, Consolidation or Succession to Business ...   52

SECTION 613. Appointment of Authenticating Agent ...........................   52

                                  ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders
               of Registered Securities ....................................   54

SECTION 702. Preservation of Information; Communications to Holders ........   55

SECTION 703. Reports by Trustee ............................................   55

SECTION 704. Reports by Company ............................................   55
</TABLE>

                                      -v-
<PAGE>

<TABLE>
<S>                                                                              <C>
                                 ARTICLE EIGHT

                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 801. Consolidations and Mergers of Company and Sales and
               Conveyances Permitted Subject to Certain Conditions ...........   56

SECTION 802. Rights and Duties of Successor Corporation ......................   57

SECTION 803. Officers' Certificate and Opinion of Counsel ....................   57

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures without Consent of Holders ..............   58

SECTION 902. Supplemental Indentures with Consent of Holders .................   61

SECTION 903. Execution of Supplemental Indentures ............................   63

SECTION 904. Effect of Supplemental Indentures ...............................   63

SECTION 905. Conformity with Trust Indenture Act .............................   63

SECTION 906. Reference in Securities to Supplemental Indentures ..............   63

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001. Payment of Principal and any Premium, Interest and Additional
                Amounts ......................................................   63

SECTION 1002. Maintenance of Office or Agency ................................   64

SECTION 1003. Money for Securities Payments to be Held in Trust ..............   65

SECTION 1004. Additional Amounts .............................................   66

SECTION 1005. Statement as to Compliance; Notice of Certain Defaults .........   67

SECTION 1006. Corporate Existence ............................................   67
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                                      -vi-
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<TABLE>
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SECTION 1007. Limitation on Liens ...................................  68

SECTION 1008. Limitation on Sale of Stock ...........................  68

SECTION 1009. Waiver of Certain Covenants ...........................  69

SECTION 1010. Defeasance of Certain Obligations .....................  69

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article ..............................  71

SECTION 1102. Election to Redeem; Notice to Trustee .................  71

SECTION 1103. Selection by Trustee of Securities to be Redeemed .....  71

SECTION 1104. Notice of Redemption ..................................  72

SECTION 1105. Deposit of Redemption Price ...........................  73

SECTION 1106. Securities Payable on Redemption Date .................  73

SECTION 1107. Securities Redeemed in Part ...........................  74

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201. Applicability of Article ..............................  75

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities..  75

SECTION 1203. Redemption of Securities for Sinking Fund .............  75

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. Applicability of Article .............................  76
</TABLE>

                                     -vii-

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<TABLE>
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                                ARTICLE FOURTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1401. Purposes for Which Meetings May Be Called ................  76

SECTION 1402. Call, Notice and Place of Meetings .......................  77

SECTION 1403. Persons Entitled to Vote at Meetings .....................  77

SECTION 1404. Quorum; Action ...........................................  77

SECTION 1405. Determination of Voting Rights; Conduct and Adjournment
                of Meetings ............................................  78

SECTION 1406. Counting Votes and Recording Action of Meetings ..........  79
</TABLE>

                                     -viii-

<PAGE>

         THIS INDENTURE, dated as of July 23, 1997 between OLD NATIONAL BANCORP,
an Indiana corporation (the "Company"), having its principal office at 420 Main
Street, Evansville, Indiana 47708 and Bank One, NA, a national banking
association, as Trustee (the "Trustee"), having its corporate trust office at
100 East Broad Street, 8th Floor, Columbus, Ohio 43215.

                              W I T N E S S E T H:

         WHEREAS, the Company deems it desirable to issue from time to time debt
securities (the "Securities") evidencing its unsecured and unsubordinated
indebtedness 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;

<PAGE>

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

                                      -2-
<PAGE>

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

                  "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.

                  "Consolidated Net Worth" means consolidated assets minus
         consolidated liabilities determined in accordance with generally
         accepted accounting principles.

                                      -3-
<PAGE>




                  "Corporate Trust Office" means the office of the Trustee in
         the City of Columbus, Ohio 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 Bank
         One, NA, 100 East Broad Street, 8th Floor, Columbus, Ohio 43215.

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

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

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

                  "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 Unites 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.

                  "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.

                  "Indebtedness" means all obligations which in accordance with
         generally accepted accounting principles would be classified upon a
         balance sheet as liabilities, including without limitation by the
         enumeration thereof, obligations arising through direct or indirect
         guarantees (including agreements, contingent or otherwise, to purchase
         Indebtedness or to purchase property or services for the primary
         purpose of enabling the payment of Indebtedness or assuring the owner
         of Indebtedness against loss) or through agreements, contingent or
         otherwise, to supply or advance

                                      -4-
<PAGE>


         funds for the payment or purchase of Indebtedness of others; provided,
         however, that in determining Indebtedness of any Person, there shall
         not be included rental obligations under any lease of such Person,
         whether or not such rental obligations would, under generally accepted
         accounting principles, be required to be shown on the balance sheet of
         such Person as a liability item.

                  "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.

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

                  "Lien" means any mortgage, pledge, lien, security interest,
         conditional sale or other title retention agreement or other similar
         encumbrance, except for any mortgage, pledge, lien or security interest
         granted by the Company or any Subsidiary to any Federal Home Loan Bank.

                  "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

                                      -5-
<PAGE>

         of Bank One, NA, as of the date of execution of this Indenture is
         located at 14 Wall Street, 8th Floor, Suite 4607, New York, New York
         10002.

                  "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.

                  "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 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;

                                      -6-
<PAGE>

         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.

                  "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,

                                      -7-
<PAGE>

         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.

                  "Significant Subsidiary" means, as of any date of
         determination hereunder (the "Determination Date"), any Subsidiary in
         existence on the date of execution of this Indenture or established or
         acquired after the date of execution of this Indenture in respect of
         which the total assets, as shown on such Subsidiary's balance sheet at
         the end of a fiscal quarter immediately preceding the Determination
         Date, prepared in accordance with generally accepted accounting
         principles, shall equal or exceed 25% of the total assets of the
         Company as shown on the Company's consolidated balance sheet at the end
         of such fiscal quarter, prepared in accordance with generally accepted
         accounting principles.

                                      -8-
<PAGE>

                  "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
         "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

                                      -9-
<PAGE>

         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 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.

                                      -10-
<PAGE>

         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 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

                                      -11-
<PAGE>

         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.

                  (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.

                                      -12-
<PAGE>

                  (d) The ownership, principal amount and serial numbers of
         Bearer Securities held by any Person, and the date of holding the same,
         may be proved by the production of such Bearer Securities or by a
         certificate executed, as depositary, by any trust company, bank, banker
         or other depositary 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 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.

                                      -13-
<PAGE>

         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 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

                                      -14-
<PAGE>

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.

         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,

                                      -15-
<PAGE>

         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. Certificate of Firm of Independent Public Accountants
Conclusive.

         A Certificate of a Firm of Independent Public Accountants shall be
conclusive evidence of the Consolidated Net Worth of the Company as of the date
of any determination. Notwithstanding the foregoing, the Trustee shall be under
no duty to require that it be furnished with a Certificate of a Firm of
Independent Public Accountants either annually or at any other periodic interval
or in any event unless evidence of the Consolidated Net Worth of the Company
shall be required.

                                      -16-
<PAGE>

         SECTION 116. 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 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.

                                      -17-
<PAGE>

         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.

                                                ________________________________
                                                                     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.

                                      -18-
<PAGE>

         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 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 name 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

                                      -19-
<PAGE>

         (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 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 Columbus, Ohio 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

                                      -20-
<PAGE>

         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;

                  (1) 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;

                  (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.

                                      -21-
<PAGE>

         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.

         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.

         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,

                                      -22-
<PAGE>

                           (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 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."

                                      -23-
<PAGE>

         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.

         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.

                                      -24-
<PAGE>

         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, Bank One, NA, is hereby appointed Security Registrar for each series
until a successor has been 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

                                      -25-
<PAGE>

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 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

                                      -26-
<PAGE>

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 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.

                                      -27-
<PAGE>

         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 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.

                                      -28-
<PAGE>

         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.

         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

                                      -29-
<PAGE>

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 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

                                      -30-
<PAGE>

         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.

         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

                                      -31-
<PAGE>

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.

         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

                                      -32-
<PAGE>

                  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

                                    (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

                                      -33-
<PAGE>

                  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 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

                                      -34-
<PAGE>

         Section 401 or Section 1010 or pursuant to a supplemental indenture
         entered into pursuant to Section 901(i), 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 or Section 1010 or any such supplemental
         indenture; 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 Section
         1010 or pursuant to a supplemental indenture entered into pursuant to
         Section 901(i) 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 or Section 1010 or in any supplemental
         indenture entered into pursuant to Section 901(i) 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.

                                  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) default in the payment of any interest or Additional
         Amounts payable in respect of any Security of that series or any coupon
         appertaining thereto, when

                                      -35-
<PAGE>

         such interest or Additional Amounts become due and payable, and
         continuance of such default for a period of 30 days; or

                  (b) default in the payment of the principal of and any premium
         on any Security of that series when it becomes due and payable at its
         Maturity; or

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

                  (d) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture or the Securities of that
         series (other than a covenant or warranty a default in whose
         performance or whose breach is elsewhere in this Section specifically
         dealt with or which has been expressly included in this Indenture
         solely for the benefit of a series of Securities other than that
         series), and continuance of such default or breach for a period of 90
         days after there has been given, by registered or certified United
         States mail, to the Company by the Trustee or to the Company and the
         Trustee by the Holders of at least 25% in aggregate principal amount of
         the Outstanding Securities of that series a written notice specifying
         such default or breach and requiring it to be remedied and stating that
         such notice is a "Notice of Default" hereunder; or

                  (e) an event of default, as defined in any mortgage, indenture
         or instrument under which there may be issued, or by which there may be
         secured or evidenced, any Indebtedness for money borrowed of the
         Company (including a default under this Indenture with respect to
         Securities of any series other than that series), whether such
         Indebtedness now exists or shall hereafter be created, shall happen and
         shall result in a principal amount in excess of $25,000,000 of
         Indebtedness becoming or being declared due and payable prior to the
         date on which it would otherwise have become due and payable, and such
         acceleration shall not have been rescinded or annulled, or such
         Indebtedness shall not have been discharged, within a period of 15 days
         after there has been given, by registered or certified United States
         mail, to the Company by the Trustee or to the Company and the Trustee
         by the Holders of at least 25% in aggregate principal amount of the
         Outstanding Securities of that series a written notice specifying such
         event of default and requiring the Company to cause such acceleration
         to be rescinded or annulled or to cause such Indebtedness to be
         discharged and stating that such notice is a "Notice of Default"
         hereunder; or

                  (f) 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

                                      -36-
<PAGE>

         affairs, and such decree or order shall remain unstayed and in effect
         for a period of 60 consecutive days; or

                  (g) 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

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

                  (i) 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 (other than an
Event of Default specified in Section 501(f) or (g)), then, and in every such
case, the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities of that series may declare 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) to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such principal
amount (or such specified amount) shall become immediately due and payable. If
an Event of Default specified in Section 501 (f) or (g) 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.

         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:

                                      -37-
<PAGE>

                  (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 thereto 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,

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

                                      -38-
<PAGE>

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 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

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

                                      -39-
<PAGE>

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

                                      -40-
<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.

                                      -41-
<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 shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article
or by law to the Trustee or to the Holders 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;

                                      -42-
<PAGE>

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

                  (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.

                                      -43-
<PAGE>

         SECTION 515. Waiver of Stay or Extension Laws.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

         SECTION 601. Certain Duties and Responsibilities.

                  (a) Except during the continuance of an Event of 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 an Event of 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

                                      -44-
<PAGE>

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

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

                           (3) the Trustee shall not be liable with respect to
                  any action taken or omitted to be taken by it in good faith in
                  accordance with 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; and provided, further, that in the case
of any default of the character specified in Section 501(d) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence

                                      -45-
<PAGE>

thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

         SECTION 603. Certain Rights of Trustee.

         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;

                  (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

                                      -46-
<PAGE>

         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.

         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-l 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.

                                      -47-
<PAGE>

         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 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 of, 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

                                      -48-
<PAGE>

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:

                           (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.

                                      -49-
<PAGE>

                  (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 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

                                      -50-
<PAGE>

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 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.

                                      -51-
<PAGE>

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

                                      -52-
<PAGE>

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

         An Authenticating Agent may resign at any time by giving written notice
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 mail, 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.

         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:

                                      -53-
<PAGE>

         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 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,

                                      -54-
<PAGE>

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 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

                                      -55-
<PAGE>

                  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 the laws of the United States of

                                      -56-
<PAGE>

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.

                                      -57-
<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 pursuant to the requirements of
         Sections 801 or 1007, or otherwise; or

                                      -58-
<PAGE>

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

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

                  (i) to provide that the Company shall be deemed to have paid
         and discharged the entire indebtedness on all the Outstanding
         Securities of any series on the 91st day after the date of the deposit
         referred to in paragraph (5) hereof, and that the provisions of this
         Indenture, as they relate to such Outstanding Securities (except as to
         any right to receive Additional Amounts, as provided in Section 1004),
         shall no longer be in effect (and the Trustee, at the expense of the
         Company, shall at Company Request, execute proper instruments
         acknowledging the same), except as to:

                           (1) the rights of holders of such Outstanding
                  Securities to receive, from the trust funds described in
                  paragraph (5) hereof, (i) payment of the principal of (and
                  premium, if any) and any installment of the principal of (and
                  premium, if any) and/or interest on the Outstanding Securities
                  of that series on the Stated Maturity or Maturity of such
                  principal or installment of principal and/or interest and (ii)
                  any mandatory sinking fund payments or analogous payments or
                  any Additional Amounts applicable to Securities of such series
                  on the day on which such payments are due and payable in
                  accordance with the terms of this Indenture and of such
                  Securities,

                           (2) the Company's obligations with respect to such
                  Securities under Sections 305, 306, 402, 1002 and 1003,

                           (3) the rights, powers, trusts, duties and immunities
                  of the Trustee hereunder,and

                           (4) such other rights, if any, that are specified in
                  such supplemental indenture as surviving such payment and
                  discharge,

         provided that the following conditions shall have been satisfied:

                           (5) with reference to such provision, the Company 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

                                      -59-
<PAGE>

                  solely to, the benefit of the Holders of the Securities of
                  that series, (i) money in an amount, or (ii) 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 one day before the due date of any
                  payment referred to in clause (A) or (B) of this paragraph (5)
                  money in an amount or (iii) a combination thereof, sufficient,
                  as expressed in a Certificate of a Firm of Independent Public
                  Accountants delivered to the Trustee, to pay and discharge (A)
                  the principal of (and premium, if any) and any installment of
                  the principal of (and premium, if any) and/or interest on the
                  Outstanding Securities of that series due on the Stated
                  Maturity or Maturity of such principal or installment of
                  principal and/or interest and (B) any mandatory sinking fund
                  payments or analogous payments or any Additional Amounts
                  applicable to Securities of such series on the day on which
                  such payments are due and payable in accordance with the terms
                  of this Indenture and of such Securities;

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

                           (7) such deposit will not result in a breach or
                  violation of, or constitute a default under, this Indenture or
                  any other agreement or instrument relating to borrowed money,
                  pursuant to which in excess of $25,000,000 principal amount is
                  then outstanding, to which the Company is a party or by which
                  it is bound;

                           (8) no Event of Default or event which with notice or
                  lapse of time or both would become an Event of Default with
                  respect to Securities of that series shall have occurred and
                  be continuing on the date of such deposit or during the period
                  ending on the 91st day after such date;

                           (9) the Company has delivered to the Trustee an
                  Officers' Certificate and an Opinion of Counsel to the effect
                  that (i) the Company has received from, or there has been
                  published by, the United States Internal Revenue Service a
                  ruling, or (ii) since the date of this Indenture there has
                  been a change in the applicable Federal income tax law, in
                  either case, to the effect that Holders of the Securities of
                  such series will not recognize income, gain or loss for
                  Federal income tax purposes as a result of such deposit,
                  defeasance and discharge and will be subject to Federal income
                  tax on the same

                                      -60-
<PAGE>

                  amount and in the same manner and at the same times, as would
                  have been the case if such deposit, defeasance and discharge
                  had not occurred;

                           (10) if the Securities of such series are to be
                  redeemed, either notice of such redemption shall have been
                  given or the Company shall have given the Trustee irrevocable
                  directions to give notice of such redemption in the name, and
                  at the expense, of the Company, under arrangements
                  satisfactory to the Trustee;

                           (11) the Company has delivered to the Trustee an
                  Officers' Certificate and an Opinion of Counsel, each stating
                  that all conditions precedent to the defeasance, as specified
                  in this Section 901(i), have been complied with; and

                           (12) such supplemental indenture shall contain a
                  provision substantially to the same effect as the last
                  paragraph of Section 1010 but relating to the Securities to be
                  discharged under the terms of such supplemental indenture; or

                  (j) 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

                  (k) 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

                                      -61-
<PAGE>

         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) and (d)), 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

                  (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 1009, 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 1009, or the deletion of this provision, in
         accordance with the requirements of Section 901(h).

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

         It shall not be necessary for any Act of Holders 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.

                                      -62-
<PAGE>

         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.

         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.

                                   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

                                      -63-
<PAGE>

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 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 The Stock Exchange of the
United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Company shall maintain a Paying Agent for the
Securities of such series in London, or any other required city located outside
the United States, as the case may be, so long as the Securities of such series
are listed on such exchange. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of 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

                                      -64-
<PAGE>

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 Columbus, Ohio 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.

         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;

                                      -65-
<PAGE>

                  (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 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

                                      -66-
<PAGE>

respect thereof pursuant to such terms and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

         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 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.

                                      -67-
<PAGE>

         SECTION 1007. Limitation on Liens.

         The Company shall not, and shall not permit any Subsidiary to, create,
assume or incur, or suffer or permit to exist, any Lien of any kind, as security
for borrowed money so long as any of the Securities or coupons appertaining
thereto shall remain Outstanding, upon the shares of capital stock of any
Significant Subsidiary without effectively providing prior to or concurrently
therewith that the Securities shall be secured equally and ratably with or prior
to the indebtedness or other obligations secured by such Mortgage.

         SECTION 1008. Limitation on Sale of Stock.

         The Company will not, and will not permit any Significant Subsidiary
to, sell, assign, transfer or otherwise dispose of, and will not permit any
Significant Subsidiary to issue (other than to the Company), any capital stock
of any such Significant Subsidiary or securities convertible into, or options,
warrants or rights to subscribe for or to purchase, any capital stock of any
such Significant Subsidiary, except:

                  (a) sales or other dispositions of the shares of capital stock
         of a Significant Subsidiary made to an individual for the purpose of
         qualifying such individual to serve as a director of such Significant
         Subsidiary; or

                  (b) sales or other dispositions of shares of the capital stock
         of a Significant Subsidiary for cash consideration that is at least
         equal to the fair market value thereof (as determined by the Board of
         Directors) if, after giving effect thereto and assuming conversion of
         any convertible securities, the Company will continue to own not less
         than 80% of each class of capital stock of such Significant Subsidiary;
         or

                  (c) sales or other dispositions of shares of the capital stock
         of a Significant Subsidiary made in connection with a merger or
         consolidation, if, after giving effect to such merger or consolidation,
         the Company's or any such Significant Subsidiary's proportionate
         ownership share in the resulting or surviving entity is not less than
         its proportionate ownership share in such Significant Subsidiary
         immediately prior to such merger or consolidation; or

                  (d) sales or other dispositions of shares of the capital stock
         of a Significant Subsidiary made in compliance with a final order of a
         court or regulatory authority of competent jurisdiction; or

                  (e) sales or other dispositions of shares of the capital stock
         of a Subsidiary made by any Significant Subsidiary to the Company.

                                      -68-
<PAGE>

         SECTION 1009. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 1006 and 1007 and any covenant 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.

         SECTION 1010. Defeasance of Certain Obligations.

         The Company may omit to comply with any term, provision or condition
set forth in Section 1007, and any additional covenants not currently included
in this Indenture but specified as applicable to the Securities of any series as
contemplated by Section 301, if

                  (a) with reference to this Section 1010, the Company 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
         that series, (i) money in an amount, or (ii) 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 one day before the
         due date of any payment referred to in clause (A) or (B) of this
         subsection (a) money in an amount, or (iii) a combination thereof,
         sufficient, as expressed in a Certificate of a Firm of Independent
         Public Accountants delivered to the Trustee, to pay and discharge (A)
         the principal of (and premium, if any) and any installment of the
         principal of (and premium, if any) and/or interest on the Outstanding
         Securities of that series due on the Stated Maturity or Maturity of
         such principal or installment of principal and/or interest and (B) any
         mandatory sinking fund payments or analogous payments or any Additional
         Amounts applicable to Securities of such series on the day on which
         such payments are due and payable in accordance with the terms of this
         Indenture and of such Securities;

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

                  (c) such deposit will not result in a breach or violation of,
         or constitute a default under, this Indenture or any other agreement or
         instrument relating to the

                                      -69-
<PAGE>

         borrowing of money, pursuant to which in excess of $25,000,000
         principal amount is then outstanding, to which the Company is a party
         or by which it is bound;

                  (d) no Event of Default or event which with notice or lapse of
         time or both would become an Event of Default with respect to
         Securities of that series shall have occurred and be continuing on the
         date of such deposit;

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

                  (f) if the Securities of such series are to be redeemed,
         either notice of such redemption shall have been given or the Company
         shall have given the Trustee irrevocable direction to give notice of
         such redemption in the name and at the expense of the Company, under
         arrangements satisfactory to the Trustee; and

                  (g) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all
         conditions precedent herein provided for relating to the defeasance
         contemplated by this Section have been complied with.

         In the event that, subsequent to the date a defeasance is effected
pursuant to this Section 1010 with respect to Securities of any series,
Additional Amounts in excess of those established as of the date such defeasance
is effected become payable in respect of such Securities, in order to preserve
the benefits of the defeasance established hereunder with respect to such
series, the Company shall irrevocably deposit or cause to be irrevocably
deposited in accordance with the provisions of subsection (a) of this Section
1010, within ten Business Days prior to the earlier to occur of (i) one year
after the existence of such excess Additional Amounts is established and (ii)
the date the first of any portion of such excess Additional Amounts becomes due,
such additional funds as are necessary to satisfy the provisions of such
subsection (a) as if a defeasance were being effected as of the date of such
subsequent deposit. For purposes of this paragraph, the existence of excess
Additional Amounts shall be deemed to have been established as of the date the
governmental authority imposing the tax, duty, assessment or other governmental
charge resulting in the Additional Amounts first publishes the legislation,
regulation or other enactment adopting such tax, duty, assessment or other
governmental charge. Failure to comply with the requirements of this paragraph
shall result in the termination of the benefits of the defeasance established by
this Section 1010 with respect to the Securities of such series.

                                      -70-
<PAGE>

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         SECTION 1101. Applicability of Article.

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

         SECTION 1102. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by 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.

                                      -71-
<PAGE>

         SECTION 1104. Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
106, not less than 30 nor more than 60 days prior to the Redemption Date, 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 106 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:

                  (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

                                      -72-
<PAGE>

         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.

         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,

                                      -73-
<PAGE>

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.

         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.

                                      -74-
<PAGE>

                                 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
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

                                      -75-
<PAGE>

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.

                                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.

                                      -76-
<PAGE>

         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.

         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

                                      -77-
<PAGE>

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 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

                                      -78-
<PAGE>

         authorized by Section 104 to certify to the holding of Bearer
         Securities. Such regulations may provide that written instruments
         appointing proxies, regular on their face, may be presumed valid and
         genuine without the proof specified in Section 104 or other proof.

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

                                      -79-
<PAGE>

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.

                                    * * * * *

                                      -80-
<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

                                            By: /s/ John N. Royse
                                                --------------------------------
                                                John N. Royse, Chairman and
                                                Chief Executive Officer
Attest:

By: /s/ Jeffrey L. Knight
    --------------------------------------
    Jeffrey L. Knight, Corporate Secretary
    and General Counsel

                                            BANK ONE, NA

                                            By: /s/ Jon Beacham
                                                --------------------------------
                                                Jon Beacham, Assistant Vice
Attest:                                         President

By: /s/ Ted Kravits                             Authorized Signer
    -------------------------------------
    Ted Kravits, Assistant Vice
    President

    Authorized Signer

                                      -81-
<PAGE>

STATE OF INDIANA           )
                           )
COUNTY OF VANDERBURGH:     )

     On the 21st day of July, 1997, before me personally came John N. Royse, 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.

                                                 /s/ Stella M. Willis
                                                 -------------------------------
                                                 Notary Public

                                                 /s/ Stella M. Willis
                                                 -------------------------------
                                                 Printed Name

My Commission Expires:                           County of Residence:

10-27-2000                 )                     WARRICK

STATE OF OHIO              )

COUNTY OF FRANKLIN         )

On the 23rd day of July, 1997, before me personally came Jon Beacham, to me
known, who, being by me duly sworn, did depose and say that he is an authorized
signer/Assistant Vice President of Bank One, NA, one of the
corporations described in and which executed the foregoing instrument, and that
he signed his name thereto by like authority.

                                               /s/ Meletha Dawson
                                               ---------------------------------
                                               Notary Public

                                               Meletha Dawson
                                               ---------------------------------
                                               Printed Name

My Commission Expires:                         County of Residence:

10/24/98                                       Franklin

                                      -82-