<PAGE>
                                                                  Exhibit 4.1(b)


                           SUBORDINATED NOTE INDENTURE


                         DATED AS OF _____________, 200_


                                 BY AND BETWEEN


                                   AVNET, INC.


                                       AND


                          BANK ONE TRUST COMPANY, N.A.,
                                     TRUSTEE


                           PROVIDING FOR THE ISSUANCE


                                       OF


                                 DEBT SECURITIES


                              IN ONE OR MORE SERIES


<PAGE>

                                   AVNET, INC.

           Reconciliation and tie between Trust Indenture Act of 1939
                      and Indenture dated as of _____, 200_


<Table>
<Caption>
Trust Indenture                                                                                   Indenture
  Act Section                                                                                      Section
-----------------                                                                                  -------
<S>            <C>                                                                       <C>
Section 310    (a)(1)................................................................... 607
               (a)(2)................................................................... 607
               (b)...................................................................... 604, 608, 609
Section 311    ......................................................................... 604
Section 312    ......................................................................... 701
Section 313    ......................................................................... 702
Section 314    (a)...................................................................... 703
               (a)(4)................................................................... 1008
               (c)(1)................................................................... 103
               (c)(2)................................................................... 103
               (e)...................................................................... 103
Section 315    ......................................................................... 601, 602
Section 316    (a) (last sentence)...................................................... 101 ("Outstanding")
               (a)(1)(A)................................................................ 502, 512
               (a)(1)(B)................................................................ 513
               (b)...................................................................... 508
               (c)...................................................................... 105(e)
Section 317    (a)(1)................................................................... 503
               (a)(2)................................................................... 504
Section 318    (a)...................................................................... 108
               (c)...................................................................... 108
</Table>












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


                                       i


<PAGE>
                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.............................................1

         Section 101.  Definitions...............................................................................1
         Section 102.  Other Definitions........................................................................13
         Section 103.  Compliance Certificates and Opinions.....................................................13
         Section 104.  Form of Documents Delivered to Trustee...................................................14
         Section 105.  Acts of Holders..........................................................................14
         Section 106.  Notices, Etc., to Trustee and Company....................................................16
         Section 107.  Notice to Holders; Waiver................................................................16
         Section 108.  Effect of Headings and Table of Contents.................................................17
         Section 109.  Successors and Assigns...................................................................17
         Section 110.  Separability Clause......................................................................17
         Section 111.  Benefits of Indenture....................................................................17
         Section 112.  Governing Law............................................................................17
         Section 113.  Legal Holidays...........................................................................17
         Section 114.  No Recourse Against Others...............................................................18
         Section 115.  Conflict of Indenture with Trust Indenture Act...........................................18

ARTICLE TWO  SECURITIES FORMS...................................................................................18

         Section 201.  Forms of Securities......................................................................18
         Section 202.  Form of Trustee's Certificate of Authentication..........................................19
         Section 203.  Securities Issuable in Global Form.......................................................19

ARTICLE THREE  THE SECURITIES...................................................................................20

         Section 301.  Amount Unlimited; Issuable in Series.....................................................20
         Section 302.  Denominations............................................................................23
         Section 303.  Execution, Authentication, Delivery and Dating...........................................24
         Section 304.  Temporary Securities.....................................................................26
         Section 305.  Securities Register; Registration of Transfer and Exchange...............................29
         Section 306.  Mutilated, Destroyed, Lost and Stolen Securities.........................................32
         Section 307.  Payment of Interest; Interest Rights Preserved; Optional Interest Reset..................33
         Section 308.  Optional Extension of Maturity...........................................................36
         Section 309.  Persons Deemed Owners....................................................................36
         Section 310.  Cancellation.............................................................................37
         Section 311.  Computation of Interest..................................................................37
         Section 312.  Currency and Manner of Payments in Respect of Securities.................................38
         Section 313.  Appointment and Resignation of Successor Exchange Rate Agent.............................41
         Section 314.  CUSIP Numbers............................................................................42
</Table>


                                     ii


<PAGE>
<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE FOUR  SATISFACTION AND DISCHARGE........................................................................42

         Section 401.  Satisfaction and Discharge of Indenture..................................................42
         Section 402.  Application of Trust Funds...............................................................43

ARTICLE FIVE  REMEDIES..........................................................................................43

         Section 501.  Events of Default........................................................................43
         Section 502.  Acceleration of Maturity; Rescission.....................................................45
         Section 503.  Collection of Indebtedness and Suits For Enforcement by Trustee..........................45
         Section 504.  Trustee May File Proofs of Claim.........................................................46
         Section 505.  Trustee May Enforce Claims Without Possession of Securities or Coupons...................47
         Section 506.  Application of Money Collected...........................................................47
         Section 507.  Limitation on Suits......................................................................48
         Section 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest................48
         Section 509.  Restoration of Rights and Remedies.......................................................48
         Section 510.  Rights and Remedies Cumulative...........................................................49
         Section 511.  Delay or Omission Not Waiver.............................................................49
         Section 512.  Control by Holders of Securities.........................................................49
         Section 513.  Waiver of Past Defaults..................................................................49
         Section 514.  Waiver of Stay or Extension Laws.........................................................50
         Section 515.  Undertaking for Costs....................................................................50

ARTICLE SIX  THE TRUSTEE........................................................................................50

         Section 601.  Notice of Defaults.......................................................................50
         Section 602.  Certain Rights of Trustee................................................................51
         Section 603.  Not Responsible for Recitals or Issuance of Securities...................................52
         Section 604.  May Hold Securities......................................................................52
         Section 605.  Money Held in Trust......................................................................52
         Section 606.  Compensation and Reimbursement...........................................................52
         Section 607.  Corporate Trustee Required; Eligibility..................................................53
         Section 608.  Disqualification; Conflicting Interests..................................................53
         Section 609.  Resignation and Removal; Appointment of Successor........................................53
         Section 610.  Acceptance of Appointment by Successor...................................................55
         Section 611.  Merger, Conversion, Consolidation or Succession to Business..............................56
         Section 612.  Appointment of Authenticating Agent......................................................56

ARTICLE SEVEN  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY................................................58

         Section 701.  Disclosure of Names and Addresses of Holders.............................................58
         Section 702.  Reports by Trustee.......................................................................58
         Section 703.  Reports by Company.......................................................................58
</Table>


                                      iii


<PAGE>
<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
         Section 704.  Calculation of Original Issue Discount...................................................59

ARTICLE EIGHT  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER....................................................59

         Section 801.  Company May Consolidate, Etc., Only on Certain Terms.....................................59
         Section 802.  Successor Substituted....................................................................60

ARTICLE NINE  SUPPLEMENTAL INDENTURES...........................................................................60

         Section 901.  Supplemental Indentures Without Consent of Holders.......................................60
         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..........................................................................................63

         Section 1001.  Payment of Principal, Premium and Interest..............................................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.  Corporate Existence.....................................................................67
         Section 1006.  Restrictions on Secured Debt............................................................67
         Section 1007.  Restriction on Sales and Leasebacks.....................................................69
         Section 1008.  Statement as to Compliance..............................................................69
         Section 1009.  Waiver of Certain Covenants.............................................................70

ARTICLE ELEVEN  REDEMPTION OF SECURITIES........................................................................70

         Section 1101.  Applicability of Article................................................................70
         Section 1102.  Election to Redeem; Notice to Trustee...................................................70
         Section 1103.  Selection by Trustee of Securities to Be Redeemed.......................................70
         Section 1104.  Notice of Redemption....................................................................71
         Section 1105.  Deposit of Redemption Price.............................................................72
         Section 1106.  Securities Payable On Redemption Date...................................................72
         Section 1107.  Securities Redeemed in Part.............................................................73

ARTICLE TWELVE  SINKING FUNDS...................................................................................74

         Section 1201.  Applicability of Article................................................................74
         Section 1202.  Satisfaction of Sinking Fund Payments with Securities...................................74
         Section 1203.  Redemption of Securities for Sinking Fund...............................................74

ARTICLE THIRTEEN  REPAYMENT AT THE OPTION OF HOLDERS............................................................75

         Section 1301.  Applicability of Article................................................................75
</Table>


                                       iv


<PAGE>
<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
         Section 1302.  Repayment of Securities.................................................................75
         Section 1303.  Exercise of Option......................................................................75
         Section 1304.  When Securities Presented for Repayment Become Due and Payable..........................76
         Section 1305.  Securities Repaid in Part...............................................................77

ARTICLE FOURTEEN  DEFEASANCE AND COVENANT DEFEASANCE............................................................77

         Section 1401.  Applicability of Article; Company's Option to Effect Defeasance or Covenant
                             Defeasance.........................................................................77
         Section 1402.  Defeasance and Discharge................................................................77
         Section 1403.  Covenant Defeasance.....................................................................78
         Section 1404.  Conditions to Defeasance or Covenant Defeasance.........................................78
         Section 1405.  Deposited Money and Government Obligations to Be Held in Trust; Other
                             Miscellaneous Provisions...........................................................80

ARTICLE FIFTEEN  MEETINGS OF HOLDERS OF SECURITIES..............................................................81

         Section 1501.  Purposes for Which Meetings May Be Called...............................................81
         Section 1502.  Call, Notice and Place of Meetings......................................................81
         Section 1503.  Persons Entitled to Vote at Meetings....................................................82
         Section 1504.  Quorum; Action..........................................................................82
         Section 1505.  Determination of Voting Rights; Conduct and Adjournment of Meetings.....................83
         Section 1506.  Counting Votes and Recording Action of Meetings.........................................84

ARTICLE SIXTEEN  SUBORDINATION OF SECURITIES....................................................................84

         SECTION 1601.  AGREEMENT TO SUBORDINATE................................................................84
         SECTION 1602.  DEFAULT ON SENIOR DEBT..................................................................85
         SECTION 1603.  LIQUIDATION; DISSOLUTION; BANKRUPTCY....................................................85
         SECTION 1604.  SUBROGATION OF DEBENTURES...............................................................86
         SECTION 1605.  AUTHORIZATION BY HOLDERS................................................................87
         SECTION 1606.  NOTICE TO TRUSTEE.......................................................................87
         SECTION 1607.  TRUSTEE'S RELATION TO SENIOR DEBT.......................................................88
         SECTION 1608.  NO IMPAIRMENT TO SUBORDINATION..........................................................88
         SECTION 1609.  ARTICLE APPLICABLE TO PAYING AGENTS.....................................................89
         SECTION 1610.  TRUST MONEYS NOT SUBORDINATED...........................................................89
</Table>



                                       v
<PAGE>
                  INDENTURE, dated as of ___________ _____, 200_, by and between
Avnet, Inc., a New York corporation (hereinafter called the "Company"), and BANK
ONE TRUST COMPANY, NA, a national banking association, as trustee (hereinafter
called the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company deems it necessary to issue from time to time for
its lawful purposes unsecured debt securities (hereinafter called the
"Securities") evidencing its subordinated indebtedness, which may or may not be
convertible into or exchangeable for any securities of any Person (including the
Company), and has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of one or more series of the
Securities, unlimited as to principal amount, to bear such rates of interest, to
mature at such times and to have such other provisions as shall be fixed as
hereinafter provided.

                  This Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

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

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with Generally Accepted
         Accounting Principles; and


<PAGE>

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

                  Certain terms, used principally in Article Three, Article
Five, Article Six and Article Ten, are defined in those Articles.

                  "Act", when used with respect to any Holder, has the meaning
specified in Section 105.

                  "additional amounts" has the meaning set forth in Section
1004.

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

                  "Attributable Debt" means, as to any particular lease, the
greater of the fair market value of the property subject to the lease (as
determined by the Board of Directors) or the total net amount of rent required
to be paid during the remaining term of the lease, discounted by the weighted
average effective interest cost per annum of the Outstanding Securities of all
series compounded semi-annually.

                  "Authenticating Agent" means any authenticating agent
appointed by the Trustee pursuant to Section 612.

                  "Authorized Newspaper" means a newspaper, in the English
language or in an official language of the country of publication, customarily
published on each Business Day, and of general circulation in each place in
connection with which the term is used or in the financial community of each
such place. Where successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different
newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.

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

                  "Board of Directors" means the board of directors of the
Company.

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

                  "Business Day", when used with respect to any Place of Payment
or any other particular location referred to in the Indenture or in the
Securities, means each Monday, Tuesday,


                                       2
<PAGE>

Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment or other location are authorized or obligated by law or
executive order to close, unless otherwise specified for a particular series of
Securities.

                  "Capital Stock", as applied to the stock of any corporation,
means the capital stock of every class whether now or hereafter authorized,
regardless of whether such capital stock shall be limited to a fixed sum or
percentage with respect to the rights of the holders thereof to participate in
dividends and in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of such corporation.

                  "Clearstream" means Clearstream Banking, societe anonyme, 67
Bd Grande-Duchesse Charlotte, L-2967 Luxembourg.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after the date of this Indenture 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 Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person. To the extent necessary to comply
with the requirements of the provisions of Sections 310 through 317 of the Trust
Indenture Act as they are applicable to the Company, the term "Company" shall
include any other obligor with respect to the Securities for the purposes of
complying with such provisions.

                  "Company Order" or "Company Request" means a written request
or order signed in the name of the Company (i) by its Chairman, any Vice
Chairman, any Senior Vice President or any Vice President and (ii) by its
Secretary or any Assistant Secretary and delivered to the Trustee; provided,
however, that such written request or order may be signed by any two of the
officers listed in clause (i) above in lieu of being signed by one of such
officers listed in such clause (i) and one of the officers listed in clause (ii)
above.

                  "Consolidated Net Assets" means total assets after deducting
therefrom all current liabilities as set forth on the most recent balance sheet
of the Company and its consolidated Subsidiaries and computed in accordance with
Generally Accepted Accounting Principles.

                  "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such currency and
for the settlement of transactions by a central bank or other public
institutions of or within the international banking community, or (ii) any
currency unit (or composite currency) for the purposes for which it was
established.

                  "Corporate Trust Office" means the principal corporate trust
office of the Trustee at which, at any particular time, its corporate trust
business shall be administered, which office at the date hereof is located at 1
Bank One Plaza, Suite IL10126, Chicago, Illinois 60670-0126, Attention:
Corporate Trust Administration, except that for purposes of Section 1002, such
term shall mean the office or agency of the Trustee in the Borough of Manhattan,
the City of New


                                       3
<PAGE>

York, which office at the date hereof is located at 14 Wall Street, 8th Floor,
New York, New York 10005, Attention: Corporate Trust Administration.

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

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

                  "Currency" means any currency or currencies, composite
currency or currency unit or currency units including, without limitation, the
euro, issued by the government of one or more countries or by any reorganized
confederation or association of such governments.

                  "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangements designed to
protect the Company or any Subsidiary against fluctuations in currency values.

                  "Debt" means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, including obligations incurred
in connection with the acquisition of property, assets or businesses, (iii) all
obligations of such Person in respect of letters of credit or bankers'
acceptances or other similar instruments (or reimbursement obligations thereto)
issued on the account of such person, (iv) all obligations of such person to pay
the deferred purchase price of property or services, except Trade Payables, (v)
all obligations of such Person as lessee under capitalized leases, (vi) all Debt
of others secured by a Mortgage on any asset of such Person (including assets
subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease, or other title retention agreement relating to such
asset), whether or not such Debt is assumed by such Person; provided that, for
purposes of determining the amount of any Debt of the type described in this
clause (vi), if recourse with respect to such Debt is limited to such asset, the
amount of such Debt shall be limited to the lesser of the fair market value of
such asset or the amount of such Debt, and (vii) all Debt of others guaranteed
by such Person to the extent such Debt is guaranteed by such Person.

                  "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

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

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

                  "EMU" means the economic and monetary union as contemplated in
the Treaty on European Union.

                  "euro" means the single currency of Participating Member
States introduced at the start of the third stage ("Stage III") of EMU pursuant
to the Treaty on European Union.


                                       4
<PAGE>

                  "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels Office, or its successor as operator of the Euroclear System.

                  "Event of Default" has the meaning specified in Article Five.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

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

                  "Exchange Rate Officer's Certificate" means a certificate to
be delivered pursuant to Section 312(c), setting forth (i) the applicable Market
Exchange Rate or the applicable bid quotation and (ii) the Dollar or Foreign
Currency amounts of principal (and premium, if any) and interest, if any (on an
aggregate basis and on the basis of a Security having the lowest denomination
principal amount determined in accordance with Section 302 in the relevant
currency or currency unit), payable with respect to a Security of any series on
the basis of such Market Exchange Rate or the applicable bid quotation, signed
by the Chief Financial Officer, the Treasurer, any Vice President or any
Assistant Treasurer of the Company.

                  "Federal Bankruptcy Code" means the Bankruptcy Reform Act of
1978, as codified in Title 11 of the United States Code, as amended from time to
time.

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

                  "Funded Debt" means (i) all indebtedness for money borrowed
having a maturity of more than 12 months from the date as of which the
determination is made or having a maturity of 12 months or less but by its terms
being renewable or extendible beyond 12 months from such date at the option of
the borrower, and (ii) rental obligations payable more than 12 months from such
date under leases which are capitalized in accordance with Generally Accepted
Accounting Principles (such rental obligations to be included as Funded Debt at
the amount so capitalized and to be included as an asset for the purposes of the
definition of Consolidated Net Assets).

                  "Generally Accepted Accounting Principles" or "GAAP" means
generally accepted accounting principles in the United States, consistently
applied, as in effect from time to time on or after the date of this Indenture,
including, without limitation, those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession.

                  "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the Foreign


                                       5
<PAGE>

Currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

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

                  "Indenture", with respect to any series of Securities, 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 that series of Securities established as contemplated by Section 301;
provided, however, that, if at any time more than one Person is acting as
Trustee under this instrument, "Indenture" shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument
as originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of those particular
series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

                  "Indexed Security" means a series of Securities as to which
all or certain interest payments and/or the principal amount payable at Maturity
are determined by reference to prices, changes in prices, or differences between
prices, of securities, Currencies, intangibles, goods, articles or commodities
or by such other objective price, economic or other measures as are specified in
Section 301 hereof.

                  "interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, shall
mean 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", with respect to any series of
Securities, means the Stated Maturity of an installment of interest on such
series.


                                       6
<PAGE>

                  "Market Exchange Rate" means, unless otherwise specified with
respect to any series of the Securities pursuant to Section 301, (i) for any
conversion involving a currency unit on the one hand and Dollars or any Foreign
Currency on the other, the exchange rate between the relevant currency unit and
Dollars or such Foreign Currency calculated by the method specified pursuant to
Section 301 for the Securities of the relevant series, (ii) for any conversion
of Dollars into any Foreign Currency, the noon buying rate for such Foreign
Currency for cable transfers quoted in New York City as certified for customs
purposes by the Federal Reserve Bank of New York and (iii) for any conversion of
one Foreign Currency into Dollars or another Foreign Currency, the spot rate at
noon local time in the relevant market at which, in accordance with normal
banking procedures, the Dollars or Foreign Currency into which conversion is
being made could be purchased with the Foreign Currency from which conversion is
being made from major banks located in either New York City, London or any other
principal market for Dollars or such purchased Foreign Currency, in each case
determined by the Exchange Rate Agent. Unless otherwise specified with respect
to any Securities pursuant to Section 301, in the event of the unavailability of
any of the exchange rates provided for in the foregoing clauses (i), (ii) and
(iii), the Exchange Rate Agent shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York as
of the most recent available date, or quotations from one or more major banks in
New York City, London or other principal market for such currency or currency
unit in question, or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any currency or currency unit by reason of
foreign exchange regulations or otherwise, the market to be used in respect of
such currency or currency unit shall be that upon which a nonresident issuer of
securities designated in such currency or currency unit would purchase such
currency or currency unit in order to make payments in respect of such
securities.

                  "Maturity", when used with respect to any series of
Securities, means the date on which the principal of such series 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, notice of exchange or
conversion, or otherwise.

                  "Mortgage" has the meaning specified in Section 1006.

                  "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages, guarantees and other liabilities
payable under the documentation governing any Debt, in each case whether now or
hereafter existing, renewed or restructured, whether or not from time to time
decreased or extinguished and later increased, created or incurred, whether or
not arising on or after the commencement of a proceeding under Title 11, U.S.
Code or any similar federal or state law for the relief of debtors (including
post-petition interest) and whether or not allowed or allowable as a claim in
any such proceeding.

                  "Officers' Certificate" means a certificate signed by (i) the
Chairman, any Vice Chairman, any Senior Vice President or any Vice President of
the Company, and (ii) the Secretary or any Assistant Secretary of the Company
and delivered to the Trustee; provided, however, that such certificate may be
signed by two of the officers listed in clause (i) above in


                                       7
<PAGE>

lieu of being signed by one of such officers listed in such clause (i) and one
of the officers listed in clause (ii) above.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company and who shall be acceptable to the Trustee. Each
such opinion shall include the statements provided for in Trust Indenture Act
Section 314(e) to the extent applicable.

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

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

                  (i) Securities of such series theretofore canceled by the
         Trustee or delivered to the Trustee for cancellation;

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

                  (iii) Securities of such series, except to the extent provided
         in Sections 1402 and 1403, with respect to which the Company has
         effected defeasance and/or covenant defeasance as provided in Article
         Fourteen; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of any series of Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or are
present at a meeting of Holders for quorum purposes, and for the purpose of
making the calculations required by TIA Section 316,

                  (i) the principal amount of an Original Issue Discount
         Security that may be counted in making such determination or
         calculation and that shall be deemed to be Outstanding for such purpose
         shall be equal to the amount of principal thereof that would be (or
         shall have been declared to be) due and payable, at the time of such
         determination, upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 502,


                                       8
<PAGE>

                  (ii) the principal amount of any series of the Securities
         denominated in a Foreign Currency that may be counted in making such
         determination or calculation and that shall be deemed Outstanding for
         such purpose shall be equal to the Dollar equivalent, determined as of
         the date such series is originally issued by the Company as set forth
         in an Exchange Rate Officer's Certificate delivered to the Trustee, of
         the principal amount (or, in the case of an Original Issue Discount
         Security or Indexed Security, the Dollar equivalent as of such date of
         original issuance of the amount determined as provided in clause (i)
         above or (iii) below, respectively) of such Security,

                  (iii) the principal amount of any Indexed Security that may be
         counted in making such determination or calculation and that shall be
         deemed outstanding for such purpose shall be equal to the principal
         face amount of such Indexed Security at original issuance, unless
         otherwise provided with respect to such Security pursuant to Section
         301, and

                  (iv) a series of the Securities owned by the Company or any
         other obligor upon such series or any Affiliate of the Company or of
         such other obligor shall be disregarded and deemed not to be
         Outstanding, except that, in determining whether the Trustee shall be
         protected in making such calculation or in relying upon any such
         request, demand, authorization, direction, notice, consent or waiver,
         only Securities which the Trustee actually knows to be so owned shall
         be so disregarded. Securities so owned which have been pledged in good
         faith may be regarded as Outstanding if the pledgee establishes to the
         satisfaction of the Trustee the pledgee's right so to act with respect
         to such Securities and that the pledgee is not the Company or any other
         obligor upon the Securities or any Affiliate of the Company or of such
         other obligor.

                  "Participating Member State" means each state so described in
any EMU legislation.

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

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

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

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


                                       9
<PAGE>

as the mutilated, destroyed, lost or stolen Security or the Security to which
the mutilated, destroyed, lost or stolen coupon appertains.

                  "Principal Property" means any manufacturing or assembly plant
or warehouse owned at the date hereof or hereafter acquired by the Company or
any Restricted Subsidiary of the Company which is located within the United
States and the gross book value (including related land and improvements thereon
and all machinery and equipment included therein without deduction of any
depreciation reserves) of which on the date as of which the determination is
being made exceeds 2% of Consolidated Net Assets other than

                  (i) any such manufacturing or assembly plant or warehouse or
         any other real property or any portion thereof (together with the land
         on which it is erected and fixtures comprising a part thereof) which is
         financed by industrial development bonds which are tax exempt pursuant
         to Section 103 of the Internal Revenue Code (or which receive similar
         tax treatment under any subsequent amendments thereto or any successor
         laws thereof or under any other similar statute of the United States),

                  (ii) any property which in the opinion of the Board of
         Directors is not of material importance to the total business conducted
         by the Company as an entirety, or

                  (iii) any portion of a particular property which is similarly
         found not to be of material importance to the use or operation of such
         property.

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

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

                  "Registered Security" shall mean 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 dated
specified for that purpose as contemplated by Section 301 (whether or not a
Business Day).

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

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

                  "Responsible Officer", when used with respect to the Trustee,
means any officer assigned by the Trustee to administer corporate trust matters
at its Corporate Trust Office and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.


                                       10
<PAGE>
                  "Restricted Subsidiary" means a Subsidiary of the Company (i)
substantially all the property of which is located, or substantially all the
business of which is carried on, within the United States and (ii) which owns a
Principal Property.

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

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

                  "Senior Debt" means:

                  (1) all Debt permitted to be incurred by the Company under the
         terms of this Indenture, unless the instrument under which such Debt is
         incurred expressly provides that it is on a parity with or subordinated
         in right of payment to the Securities; and

                  (2) all Obligations with respect to the foregoing.

                  Notwithstanding anything to the contrary in the foregoing,
"Senior Debt" will not include:

                           (a) any liability for federal, state, local or other
                  taxes owed or owing by the Company;

                           (b) any Debt of the Company or any guarantor to any
                  of its officers, directors, Subsidiaries or other Affiliates;

                           (c) any Trade Payables; or

                           (d) any Debt that is incurred in violation of this
                  Indenture.

                  "Special Record Date" for the payment of any Defaulted
Interest on any Registered Securities of or within any series means a date fixed
by the Trustee pursuant to Section 307(a)(1).

                  "Stated Maturity", when used with respect to any series of
Securities or any installment of principal thereof or interest thereon, means
the date specified in such series or a coupon representing such installment of
interest as the fixed date on which the principal of such series or such
installment of principal or interest is due and payable, as such date may be
extended pursuant to the provisions of Section 308, and when used with respect
to any other indebtedness or any installment of principal or interest thereon
(or scheduled or required redemption or dividend payment), means the date
specified in such indebtedness as the fixed date on which the principal (or
scheduled or required redemption or dividend payment) of such


                                       11
<PAGE>

indebtedness or such installment of principal or interest (or scheduled or
required redemption or dividend payment) is due and payable.

                  "Subsidiary" means any corporation more than 50% of the
outstanding Voting Stock of which at the of determination is owned, directly or
indirectly, by the Company and/or one or more other Subsidiaries.

                  "Trade Payables" means, with respect to any Person, any
accounts payable or any other indebtedness or monetary obligation to trade
creditors created, assumed or guaranteed by such Person or any of its
Subsidiaries arising in the ordinary course of business in connection with the
acquisition of goods or services.

                  "Treaty on European Union" means the Treaty of Rome of March
25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty
(which was signed at Maastricht on February 7, 1992, and came into force on
November 1, 1993), as amended from time to time.

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

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

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

                  "United States Alien" means any Person who, for United States
Federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.

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

                  "Voting Stock" means shares of the class or classes pursuant
to which the holders thereof have the general voting power under ordinary
circumstances to elect directors, managers or trustees of a company or
corporation (irrespective of whether or not at the time shares of any other
class or classes shall have or might have voting power by reason of the
happening of any contingency).


                                       12
<PAGE>

                  "Yield to Maturity" means the yield to maturity, computed at
the time of issuance of a series of Security (or, if applicable, at the most
recent redetermination of interest on such series) and as set forth in such
series in accordance with generally accepted United States bond yield
computation principles.

                  SECTION 102.  OTHER DEFINITIONS.

                  TERM                                   DEFINED IN SECTION

                  "Certain Debt"                                1006
                  "Common Depositary"                            304(b)
                  "Component Currency"                           312(h)
                  "Conversion Date"                              312(d)
                  "covenant defeasance"                         1403
                  "Defaulted Interest"                           307
                  "defeasance"                                  1402
                  "Exchange Date"                                304(b)
                  "Optional Reset Date"                          307(b)
                  "Reset Notice"                                 307(b)
                  "Specified Amount"                             312(h)
                  "Subsequent Interest Period"                   307(b)
                  "Surviving Entity"                             801
                  "Valuation Date"                               312(c)

                  SECTION 103. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenants compliance with which constitutes
a condition precedent) relating to the proposed action have been complied with,
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Sections 303 and 1008) shall include:

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

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


                                       13
<PAGE>

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

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

                  SECTION 104. 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 as 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 an Opinion of Counsel, or a
certificate or representations by counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the opinion, certificate or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such Opinion of Counsel or certificate or
representations may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information as to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
as to such matters are erroneous.

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

                  SECTION 105.  ACTS OF HOLDERS.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by either (x) one or more
instruments of substantially similar tenor signed by such Holders in person or
by agents duly appointed in writing, or (y) the record of Holders of Securities
of such series voting in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of Holders of Securities of such series
duly called and held in accordance with the provisions of Article Fifteen, or a
combination of such instruments and any such record. Except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments and
any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Holders signing such instrument
or instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any
Person of a Security, shall be sufficient for any purpose of this Indenture and
conclusive in


                                       14
<PAGE>

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 1506.

                  (b) The fact and date of the execution of any such instrument
or writing, or the authority of the Person executing the same, may be proved in
any manner that the Trustee deems reasonably sufficient.

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

                  (d) The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the certificate or affidavit of the Person holding such
Bearer Securities, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit bearing
a later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The ownership of Bearer
Securities may also be proved in any other manner that the Trustee deems
sufficient.

                  (e) If the Company shall solicit from the Holders of any
series of Registered Securities any request, demand, authorization, direction,
notice, consent, waiver or other Act, the Company may, at its option, in or
pursuant to a Board Resolution, fix in advance a record date for the
determination of such Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. Notwithstanding TIA Section 316(c), such
record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30 days prior to the
first solicitation of Holders generally in connection therewith and not later
than the date such solicitation is completed. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other
Act may be given before or after such record date, but only the Holders 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
percentage of any series of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, 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 on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture, by
virtue of the requisite percentage having been obtained, not later than eleven
months after the record date.

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


                                       15
<PAGE>

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.

                  SECTION 106. 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 the Company shall be
         sufficient for every purpose hereunder if made, given, furnished,
         delivered or filed in writing to or with the Trustee at its Corporate
         Trust Office, which, as of the date of this Indenture, is: 1 Bank One
         Plaza, Mail Suite IL 10126, Chicago, Illinois, 60670-0126, Attention:
         Corporate Trust Administration; or

                  (b) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if made, given, furnished, delivered or filed in
         writing to the Company addressed to it at 2211 South 47th Street,
         Phoenix, Arizona 85034, Attention: Corporate Secretary, or at any other
         address previously furnished in writing to the Trustee by the Company.

                  SECTION 107. NOTICE TO HOLDERS; WAIVER. Where this Indenture
provides for notice of any event to Holders of Registered Securities by the
Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each such Holder affected by such event, at his address as
it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Holders of Registered Securities is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. Any notice mailed to a
Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such
notice.

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

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


                                       16
<PAGE>

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

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

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

                  SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  SECTION 109. SUCCESSORS AND ASSIGNS. All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

                  SECTION 110. SEPARABILITY CLAUSE. In case any provision in
this Indenture or in any Security or coupon shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                  SECTION 111. BENEFITS OF INDENTURE. Nothing in this Indenture
or in the Securities or coupons, express or implied, shall give to any Person,
other than the parties hereto, any Security Registrar, any Paying Agent, any
Authenticating Agent and their successors hereunder, the holders of Senior Debt,
and the Holders any benefit or any legal or equitable right, remedy or
respective claim under this Indenture.

                  SECTION 112. GOVERNING LAW. This Indenture and the Securities
and coupons shall be governed by and construed in accordance with the law of the
State of New York. This Indenture is subject to the provisions of the Trust
Indenture Act that are required to be part of this Indenture and shall, to the
extent applicable, be governed by such provisions.

                  SECTION 113. LEGAL HOLIDAYS. In any case where any Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a


                                       17
<PAGE>

provision in the Securities of any series which specifically states that such
provision shall apply in lieu of this Section), payment of principal (or
premium, if any) or interest, if any, need not be made at such Place of Payment
on such date, but may be made on the next succeeding Business Day at such Place
of Payment with the same force and effect as if made on the Interest Payment
Date, Redemption Date, Repayment Date or sinking fund payment date, or at the
Stated Maturity or Maturity; provided that no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be.

                  SECTION 114. NO RECOURSE AGAINST OTHERS. A director, officer,
employee or shareholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting any of the Securities waives and releases all
such liability.

                  SECTION 115. CONFLICT OF INDENTURE WITH TRUST INDENTURE ACT.
If and to the extent that any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by Sections 310 to 318, inclusive, of the
Trust Indenture Act, or conflicts with any provision (an "incorporated
provision") required by or deemed to be included in this Indenture by operation
of such Trust Indenture Act Sections, such imposed duties or incorporated
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified
or excluded, as the case may be.


                                   ARTICLE TWO

                                SECURITIES 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 substantially the forms set forth in Exhibit A and B
to this Indenture, respectively, or in such other form as shall be established
in one or more indentures supplemental hereto or approved from time to time 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 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 the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or 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 on which the Securities may be listed, or to conform to usage.

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

                  The definitive Securities and coupons shall be printed,
lithographed, typewritten or engraved or produced by any combination of these
methods on a steel engraved border or steel


                                       18
<PAGE>

engraved borders or may be produced in any other manner, all as determined by
the officers executing such Securities or coupons, as evidenced by their
execution of such Securities or coupons.

                  SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
Subject to Section 612, 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.

                                      BANK ONE TRUST COMPANY, N.A.
                                         as Trustee


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

                  SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities
of or within a series are issuable in global form, as specified as contemplated
by Section 301, then, notwithstanding clause (8) of Section 301 and the
provisions of Section 302, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
of such series from time to time endorsed thereon and that the aggregate amount
of Outstanding Securities of such series represented thereby may from time to
time be increased or decreased to reflect exchanges. Any endorsement of a
Security in global form to reflect the amount, or any increase or decrease in
the amount, of Outstanding Securities represented thereby shall be made by the
Trustee in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 303 or 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement, delivery
or redelivery of a Security in global form shall be in writing but need not
comply with Section 103 and need not be accompanied by an Opinion of Counsel.

                  The provisions of the last sentence of the penultimate
paragraph of Section 303 shall apply to any Security represented by a Security
in global form if such Security was never issued and sold by the Company and the
Company delivers to the Trustee the Security in global form together with
written instructions (which need not comply with Section 103 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of the penultimate paragraph of
Section 303.

                  Notwithstanding the provisions of Section 307, unless
otherwise specified as contemplated by Section 301, payment of principal of (and
premium, if any) and interest, if any,


                                       19
<PAGE>

on any Security in permanent global form shall be made to the Person or Persons
specified therein.

                  Notwithstanding the provisions of Section 309 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such principal amount
of Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or Clearstream.


                                  ARTICLE THREE

                                 THE SECURITIES

                  SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

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

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

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series that may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906, 1107
         or 1305);

                  (3) the date or dates, or the method by which such date or
         dates shall be determined or extended, on which the principal (and
         premium, if any) of the Securities of the series shall be payable;

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


                                       20
<PAGE>

                  (5) the place or places where, subject to the provisions of
         Section 1002, the principal of (and premium, if any) and interest, if
         any, on Securities of the series shall be payable, where any Registered
         Securities of the series may be surrendered for registration of
         transfer, where Securities of the series may be surrendered for
         exchange, where Securities of the series that are convertible or
         exchangeable may be surrendered for conversion or exchange, as
         applicable, and where notices or demands to or upon the Company in
         respect of the Securities of the series and this Indenture may be
         served;

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

                  (7) any deletions from, modifications of or additions to, the
         redemption provisions set forth in Section 1102, and the obligation, if
         any, of the Company to redeem, repay or purchase Securities of the
         series pursuant to any sinking fund or analogous provision or at the
         option of a Holder thereof, and the period or periods within which or
         the date or dates on which, the price or prices at which, the Currency
         or Currencies in which, and other terms and conditions upon which,
         Securities of the series shall be redeemed, repaid or purchased, in
         whole or in part, pursuant to such obligation;

                  (8) if not as provided in Section 302, the denomination or
         denominations in which any Securities of the series shall be issuable;

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

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

                  (11) if other than the Dollar, the Currency or Currencies in
         which payment of the principal of (or premium, if any) or interest, if
         any, on, the Securities of the series shall be made or in which the
         Securities of the series shall be denominated, and the particular
         provisions applicable thereto in accordance with, in addition to or in
         lieu of any of the provisions of Section 312;

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

                  (13) whether the principal of (or premium, if any) or
         interest, if any, on, the Securities of the series are to be payable,
         at the election of the Company or a Holder thereof, in one or more
         Currencies other than that in which such Securities are denominated or
         stated to be payable, the period or periods within which (including the



                                       21
<PAGE>

         Election Date), and the terms and conditions upon which, such election
         may be made, and the time and manner of determining the exchange rate
         between the Currency or Currencies in which such Securities are
         denominated or stated to be payable and the Currency or Currencies in
         which such Securities are to be paid, in each case in accordance with,
         in addition to or in lieu of any of the provisions of Section 312;

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

                  (15) any deletions from, modifications of or additions to the
         Events of Default or covenants (including any deletions from,
         modifications of or additions to any of the provisions of Section 1009)
         or other undertakings of the Company with respect to Securities of the
         series, whether or not such Events of Default, covenants or
         undertakings are consistent with the Events of Default, covenants or
         undertakings set forth herein;

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

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

                  (18) the Person to whom any interest on any Registered
         Security of the series shall be payable, if other than the Person in
         whose name such Security (or one or more Predecessor Securities) is
         registered at the close of business on the Regular Record Date for such
         interest, the manner in which, or the Person to whom, any interest on
         any Bearer Security of the series shall be payable, if otherwise than
         upon presentation and surrender of the coupons appertaining thereto as
         they severally mature, and the extent to which, or the manner in which,
         any interest payable on a temporary global Security on an Interest
         Payment Date will be paid if other than in the manner provided in
         Section 304;

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


                                       22
<PAGE>

                  (20) if the 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/or terms of such certificates, documents or
         conditions;

                  (21) whether, under what circumstances and the Currency in
         which, the Company will pay additional amounts as contemplated by
         Section 1004 on the Securities of the series to any Holder who is not a
         United States person (including any modification to the definition of
         such term) in respect of any tax, assessment or governmental charge
         and, if so, whether the Company will have the option to redeem such
         Securities rather than pay such additional amounts (and the terms of
         any such option);

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

                  (23) if the Securities of the series are to be convertible
         into or exchangeable for any securities of any Person (including the
         Company), the terms and conditions upon which such Securities will be
         so convertible or exchangeable;

                  (24) any change to the subordination provisions which applies
         to the Securities of the series from those contained in Article Sixteen
         with respect to the Securities, and the definitions of Senior Debt
         which shall apply to the Securities of the series; and

                  (25) any additional, fewer or different terms of the series,
         which terms shall not be inconsistent with the requirements of the
         Trust Indenture Act.

                  All Securities of any one series and the coupons appertaining
to any Bearer Securities of such series shall be substantially identical except,
in the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution (subject to
Section 303) and set forth in such Officers' Certificate or in any such
indenture supplemental hereto. All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.

                  If any of the terms of the Securities of any series are
established by action taken pursuant to one or more Board Resolutions, a copy of
an appropriate record of such action(s) shall be set forth in an Officers'
Certificate pursuant to this Section 301.

                  Except as may otherwise be provided with respect to the
Securities of a series pursuant to this Section 301, the Securities shall be
subordinated in right of payment to Senior Debt of the Company as provided in
Article Sixteen.

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


                                       23
<PAGE>

of such series, other than Bearer Securities issued in global form (which may be
of any denomination), shall be issuable in a denomination of $5,000.

                  SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.
The Securities and any coupons appertaining thereto shall be executed on behalf
of the Company by its Chairman of the Board, any Vice Chairman, any Senior Vice
President, any Vice President or its Treasurer, under its corporate seal
reproduced thereon, and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these authorized officers on the Securities
and coupons may be manual or facsimile signatures of the present or any future
such authorized officer and may be imprinted or otherwise reproduced on the
Securities.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series,
together with any coupon appertaining thereto, executed by the Company, to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance, or a definitive Bearer Security may be delivered in
exchange for a temporary Bearer Security pursuant to Section 304(a), only if the
Person entitled to receive such Bearer Security shall have furnished a
certificate in the form set forth in Exhibit C-1 to this Indenture or such other
certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the earlier of
the date on which such definitive Bearer Security is delivered and the date on
which any temporary Bearer Security first becomes exchangeable for such
definitive Bearer Security in accordance with the terms of such temporary
Security and this Indenture. If any Security shall be represented by a permanent
global Bearer Security, then, for purposes of this Section and Section 304, the
notation of a beneficial owner's interest therein upon original issuance of such
Security or upon exchange of a portion of a temporary global Security shall be
deemed to be delivery in connection with its original issuance of such
beneficial owner's interest in such permanent global Security. Except as
permitted by Section 306, the Trustee shall not authenticate and deliver any
Bearer Security unless all appurtenant coupons for interest then matured have
been detached and canceled. 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.


                                       24
<PAGE>

                  In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to TIA Section 315(a)
through 315(d)) shall be fully protected in relying upon,

                  (i)      an Opinion of Counsel stating,

                           (a) that all conditions precedent which the Company
                  must perform have been complied with for the authentication
                  and delivery of such Securities by the Trustee;

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

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

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

                  (ii) an Officers' Certificate stating, to the best of the
         knowledge of the signers of such certificate, that no Event of Default
         with respect to any of the Securities shall have occurred and be
         continuing.

                  Notwithstanding the provisions of Section 301 and of this
Section 303, if all the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order, Opinion of Counsel or
Officers' Certificate otherwise required pursuant to the preceding paragraph at
the time of issuance of each Security of such series, but such order, opinion
and certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

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

                  Notwithstanding the generality of the foregoing, the Trustee
will not be required to authenticate Securities denominated in a Foreign
Currency if the Trustee reasonably believes that it would be unable to perform
its duties with respect to such Securities.


                                       25
<PAGE>

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

                  No Security or coupon shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for in Section 202 duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 310 together
with a written statement (which need not comply with Section 103 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

                  In case the Company, pursuant to Article Eight, shall be
consolidated or merged with or into any other Person or shall convey, transfer,
lease or otherwise dispose of substantially all of its properties and assets to
any Person, and the successor Person resulting from such consolidation, or
surviving such merger, or into which the Company shall have been merged, or the
successor Person which shall have received a conveyance, transfer, lease or
other disposition as aforesaid, shall have executed an indenture supplemental
hereto with the Trustee pursuant to Article Eight, any of the Securities of any
series authenticated or delivered prior to such consolidation, merger,
conveyance, transfer, lease or other disposition may, from time to time, at the
request of the successor Person, be exchanged for other Securities of any series
executed in the name of the successor Person with such changes in phraseology
and form as may be appropriate, but otherwise in substance of like tenor as the
Securities of any series surrendered for such exchange and of like principal
amount; and the Trustee, upon Company Order of the successor Person, shall
authenticate and deliver Securities of any series as specified in such request
for the purpose of such exchange. If the Securities of any series shall at any
time be authenticated and delivered in any new name of a successor Person
pursuant to this Section in exchange or substitution for or upon registration of
transfer of any Securities of any series, such successor Person, at the option
of any Holder but without expense to such Holder, shall provide for the exchange
of all Securities of any series at the time Outstanding held by such Holder for
Securities of any series authenticated and delivered in such new name.

                  SECTION 304.  TEMPORARY SECURITIES.

                  (a) Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form, or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the directors or officers
executing such Securities may determine, as


                                       26
<PAGE>

conclusively evidenced by their execution of such Securities. In the case of
Securities of any series, such temporary Securities may be in global form.

                  Except in the case of temporary Bearer Securities in global
form (which shall be exchanged in accordance with Section 304(b) or as otherwise
provided in or pursuant to a Board Resolution), if temporary Securities of any
series are issued, the Company will cause definitive Securities of that series
to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series.

                  (b) Unless otherwise provided in or pursuant to a Board
Resolution, this Section 304(b) shall govern the exchange of temporary Bearer
Securities issued in global form. If Bearer temporary Securities of any series
are issued in global form, any such temporary global Security shall, unless
otherwise provided therein, be delivered to the London office of a depositary or
common depositary (the "Common Depositary"), for the benefit of Euroclear and
Clearstream, for credit to the respective accounts of the beneficial owners of
such Securities (or to such other accounts as they may direct).

                  Without unnecessary delay but in any event not later than the
date specified in, or determined pursuant to the terms of, any such temporary
global Bearer Security of a series (the "Exchange Date"), the Company shall
deliver to the Trustee definitive Securities of such series, in aggregate
principal amount equal to the principal amount of such temporary global Bearer
Security, executed by the Company. On or after the Exchange Date, such temporary
global Bearer Security shall be surrendered by the Common Depositary to the
Trustee, as the Company's agent for such purpose, to be exchanged, in whole or
from time to time in part, for definitive Securities of such series without
charge, and the Trustee shall authenticate and deliver, in exchange for each
portion of such temporary global Bearer Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Bearer Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary global Bearer Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that, unless otherwise specified in such temporary
global Security, upon such presentation by the Common Depositary, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of such temporary
global Security held for its account then to be exchanged, and a


                                       27
<PAGE>

certificate dated the Exchange Date or a subsequent date and signed by
Clearstream as to the portion of such temporary global Security held for its
account then to be exchanged, each in the form set forth in Exhibit C-2 to this
Indenture or in such other form as may be established pursuant to Section 301;
and provided further that definitive Bearer Securities shall be delivered in
exchange for a portion of a temporary global Security only in compliance with
the requirements of Section 303.

                  Unless otherwise specified in such temporary global Bearer
Security, the interest of a beneficial owner of Securities of a series in a
temporary global Bearer Security shall be exchanged for definitive Securities of
the same series and of like tenor following the Exchange Date when the account
holder instructs Euroclear or Clearstream, as the case may be, to request such
exchange on his behalf and delivers to Euroclear or Clearstream, as the case may
be, a certificate in the form set forth in Exhibit C-1 to this Indenture (or in
such other form as may be established pursuant to Section 301), dated no earlier
than 15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and Clearstream, the Trustee, any
Authenticating Agent appointed for such series of Securities, and each Paying
Agent. Unless otherwise specified in such temporary global Bearer Security, any
such exchange shall be made free of charge to the beneficial owners of such
temporary global Bearer Security, except that a Person receiving definitive
Securities must bear the cost of insurance, postage, transportation and the like
unless such Person takes delivery of such definitive Securities in person at the
offices of Euroclear or Clearstream. Definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary global Bearer Security
shall be delivered only outside the United States.

                  Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Bearer Security on an Interest Payment Date for Securities of such series
occurring prior to the applicable Exchange Date shall be payable to Euroclear
and Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee of a certificate or certificates in the form set
forth in Exhibit C-2 to this Indenture (or in such other forms as may be
established pursuant to Section 301), for credit without further interest on or
after such Interest Payment Date to the respective accounts of Persons who are
the beneficial owners of such temporary global Security on such Interest Payment
Date and who have each delivered to Euroclear or Clearstream, as the case may
be, a certificate dated no earlier than 15 days prior to the Interest Payment
Date occurring prior to such Exchange Date in the form set forth as Exhibit C-1
to this Indenture (or in such other forms as may be established pursuant to
Section 301). Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs of this Section 304(b) and of the
third paragraph of Section 303 of this Indenture and the interests of the
Persons who are the beneficial owners of the temporary global Bearer Security
with respect to which such certification was made will be exchanged for
definitive Securities of the same series and of like tenor on the Exchange Date
or the date of certification if such date occurs after the Exchange Date,
without further act or deed by such beneficial owners. Except as otherwise
provided in this paragraph, no payments of principal (or premium, if any) or
interest, if any, owing with respect to a beneficial interest in a temporary
global Bearer Security


                                       28
<PAGE>

will be made unless and until such interest in such temporary global Bearer
Security shall have been exchanged for an interest in a definitive Security. Any
interest so received by Euroclear and Clearstream and not paid as herein
provided shall be returned to the Trustee prior to the expiration of two years
after such Interest Payment Date in order to be repaid to the Company in
accordance with Section 1003.

                  SECTION 305. SECURITIES REGISTER; REGISTRATION OF TRANSFER AND
EXCHANGE. The Company shall cause to be kept at the Corporate Trust Office of
the Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the registers maintained in such office
or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of
Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed
"Security Registrar" for the purpose of registering Registered Securities and
transfers of Registered Securities on such Security Register as herein provided.

                  In the event that the Trustee shall cease to be Security
Registrar, it shall have the right to examine the Security Register at all
reasonable times.

                  Upon surrender for registration of transfer of any Registered
Security of any series at any office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new 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 may be exchanged for other Registered Securities of the same series, of
any authorized denomination or denominations and of a like aggregate principal
amount, containing identical terms and provisions, upon surrender of the
Registered 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 which the Holder making the exchange is entitled to receive. Unless
otherwise specified with respect to any series of Securities as contemplated by
Section 301, Bearer Securities may not be issued in exchange for Registered
Securities.

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


                                       29
<PAGE>

funds acceptable to the Company in an amount equal to the face amount of such
missing coupon or coupons, or the surrender of such missing coupon or coupons
may be waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 1002,
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

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

                  Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph. If the beneficial owners of
interests in a permanent global Security are entitled to exchange such interests
for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301,
and provided that any applicable notice provided in the permanent global
Security shall have been given, then without unnecessary delay but in any event
not later than the earliest date on which such interests may be so exchanged,
the Company shall deliver to the Trustee definitive Securities of that series in
aggregate principal amount equal to the principal amount of such permanent
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such permanent global Security shall be
surrendered by the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities of the same series without charge, and the
Trustee shall authenticate and deliver, in exchange for each portion of such
permanent global Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such permanent global Security to be exchanged which, unless the
Securities of the series are not issuable both as Bearer Securities and as
Registered Securities, as specified as contemplated by Section 301, shall be in
the form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof; provided,
however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities to be


                                       30
<PAGE>

redeemed and ending on the relevant Redemption Date if the Security for which
exchange is requested may be among those selected for redemption; and provided
further that no Bearer Security delivered in exchange for a portion of a
permanent global Security shall be mailed or otherwise delivered to any location
in the United States. Promptly following any partial exchange and any
endorsement thereon to reflect the amount represented by such exchange, such
permanent global Security shall be returned by the Trustee to the Common
Depository or such other depository referred to above. If a Registered Security
is issued in exchange for any portion of a permanent global Security after the
close of business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Registered Security, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such permanent global Security is payable in accordance with the provisions
of this Indenture.

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

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

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 303, 304, 906, 1107 or 1305 not involving any
transfer.

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


                                       31
<PAGE>

exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

                  SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.
If any mutilated Security or a Security with a mutilated coupon appertaining to
it is surrendered to the Trustee or the Company, together with, in proper cases,
such security or indemnity as may be required by the Company or the Trustee to
save each of them or any agent of either of them harmless, 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.

                  Notwithstanding the provisions of the previous two paragraphs,
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, with coupons corresponding to the coupons, if
any, appertaining to such mutilated, destroyed, lost or stolen Security or to
the Security to which such mutilated, destroyed, lost or stolen coupon
appertains, pay such Security or coupon; provided, however, that payment of
principal of (and premium, if any) and interest, if any, on, Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

                  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


                                       32
<PAGE>

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.

                  Notwithstanding Section 510, the provisions of this Section
are exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons.

                  SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED;
OPTIONAL INTEREST RESET.

                  (a) Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, interest, if any,
on 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 at the office or
agency of the Company maintained for such purpose pursuant to Section 1002;
provided, however, that each installment of interest, if any, on any Registered
Security may at the Company's option be paid by (i) mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto
pursuant to Section 309, to the address of such Person as it appears on the
Security Register or (ii) transfer to an account maintained by the payee inside
the United States.

                  Unless otherwise provided as contemplated by Section 301 with
respect to the Securities of any series, payment of interest, if any, may be
made, in the case of a Bearer Security, by transfer to an account maintained by
the payee with a bank located outside the United States, but only upon
presentation and surrender of the several coupons for such interest installments
as are evidenced thereby as they severally mature. Unless otherwise provided as
contemplated by Section 301, every permanent global Bearer Security will provide
that interest, if any, payable on any Interest Payment Date will be paid to each
of Euroclear and Clearstream with respect to that portion of such permanent
global Security held for its account by the Common Depositary, for the purpose
of permitting each of Euroclear and Clearstream to credit the interest, if any,
received by it in respect of such permanent global Security to the accounts of
the beneficial owners thereof.

                  In case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business
(at an office or agency in a Place of Payment for such series) on any Regular
Record Date and before the opening of business (at such office or agency) on the
next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture.

                  Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, any interest on any
Registered Security of any series that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder thereof on the


                                       33
<PAGE>

relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

                           (1) The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Registered
         Securities of such series (or their respective Predecessor Securities)
         are registered at the close of business on a Special Record Date for
         the payment of such Defaulted Interest, which shall be fixed in the
         following manner. The Company shall notify the Trustee in writing of
         the amount of Defaulted Interest proposed to be paid on each Registered
         Security of such series and the date of the proposed payment (which
         shall not be less than 20 days after such notice is received by the
         Trustee), and at the same time the Company shall deposit with the
         Trustee an amount of money in the Currency in which the Securities of
         such series are payable (except as otherwise specified pursuant to
         Section 301 for the Securities of such series and except, if
         applicable, as provided in Sections 312(b), 312(d) and 312(e)) equal to
         the aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit on or prior to the date of the proposed payment, such
         money when deposited to be held in trust for the benefit of the Persons
         entitled to such Defaulted Interest as in this clause provided.
         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which shall be not more than 15 days and not
         less than 10 days prior to the date of the proposed payment and not
         less than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be mailed, first-class postage
         prepaid, to each Holder of Registered Securities of such series at his
         address as it appears in the Security Register not less than 10 days
         prior to such Special Record Date. Notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor having
         been mailed as aforesaid, such Defaulted Interest shall be paid to the
         Persons in whose names the Registered Securities of such series (or
         their respective Predecessor Securities) are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following clause (2). In case a Bearer Security of any
         series is surrendered at the office or agency in a Place of Payment for
         such series 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 will not be payable on
         such proposed date of payment in respect of the Registered Security
         issued in exchange for such Bearer Security, but will be payable only
         to the Holder of such coupon when due in accordance with the provisions
         of this Indenture.

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


                                       34
<PAGE>

                  (b) The provisions of this Section 307(b) may be made
applicable to any series of Securities pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such
Section 301). The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on any Security of such series may
be reset by the Company on the date or dates specified on the face of such
Security (each an "Optional Reset Date"). The Company may exercise such option
with respect to such Security by notifying the Trustee of such exercise at least
45 but not more than 60 days prior to an Optional Reset Date for such Security.
Not later than 40 days prior to each Optional Reset Date, the Trustee shall
transmit, in the manner provided for in Section 107, to the Holder of any such
Security a notice (the "Reset Notice") indicating whether the Company has
elected to reset the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable), and if so (i) such new interest
rate (or such new spread or spread multiplier, if applicable) and (ii) the
provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date or if there is no such next Optional Reset
Date, to the Stated Maturity Date of such Security (each such period a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period.

                  Notwithstanding the foregoing, not later than 20 days prior to
the Optional Reset Date, the Company may, at its option, revoke the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) provided for in the Reset Notice and establish an interest rate
(or a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 107, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate (or
the spread or spread multiplier used to calculate such interest rate, if
applicable) is reset on an Optional Reset Date, and with respect to which the
Holders of such Securities have not tendered such Securities for repayment (or
have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier,
if applicable).

                  The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, provided for in Section 1303 if the
Holder has tendered any Security for repayment pursuant to the Reset Notice, the
Holder may, by written notice to the Trustee, revoke such tender or repayment
until the close of business on the tenth day before such Optional Reset Date.
Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.


                                       35
<PAGE>
                  SECTION 308. OPTIONAL EXTENSION OF MATURITY. The provisions of
this Section 308 may be made applicable to any series of Securities pursuant to
Section 301 (with such modifications, additions or substitutions as may be
specified pursuant to such Section 301). The Stated Maturity of any Security of
such series may be extended at the option of the Company for the period or
periods specified on the face of such Security (each an "Extension Period") up
to but not beyond the date (the "Final Maturity") set forth on the face of such
Security. The Company may exercise such option with respect to any Security by
notifying the Trustee of such exercise at least 45 but not more than 60 days
prior to the Security in effect prior to the exercise of such option (the
"Original Stated Maturity"). If the Company exercises such option, the Trustee
shall transmit, in the manner provided for in Section 107, to the Holder of such
Security not later than 40 days prior to the Original Stated Maturity a notice
(the "Extension Notice") indicating (i) the election of the Company to extend
the Stated Maturity, (ii) the new Stated Maturity, (iii) the interest rate, if
any, applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period. Upon the Trustee's transmittal of the
Extension Notice, the Stated Maturity of such Security shall be extended
automatically and, except as modified by the Extension Notice and as described
in the next paragraph, such Security will have the same terms as prior to the
transmittal of such Extension Notice.

                  Notwithstanding the foregoing, not later than 20 days before
the Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in Section 107, notice of such higher
interest rate to the Holder of such Security. Such notice shall be irrevocable.

                  All Securities with respect to which the Stated Maturity is
extended will bear such higher interest rate.

                  If the Company extends the Stated Maturity of any Security,
the Holder will have the option to elect repayment of such Security by the
Company on the Original Stated Maturity at a price equal to the principal amount
thereof, plus interest accrued to such date. In order to obtain repayment on the
Original Stated Maturity once the Company has extended the Stated Maturity
thereof, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders, except that the period for delivery or
notification to the Trustee provided in Section 1303 shall be at least 25 but
not more than 35 days prior to the Original Stated Maturity and except that, if
the Holder has tendered any Security for repayment pursuant to an Extension
Notice, the Holder may by written notice to the Trustee revoke such tender for
repayment until the close of business on the tenth day before the Original
Stated Maturity.

                  SECTION 309. PERSONS DEEMED OWNERS. Prior to due presentment
of a Registered Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
such Registered Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any) and (subject
to Sections 305 and 307) interest, if any, on, such Registered Security and for
all other purposes whatsoever, whether or not such Registered Security be



                                       36
<PAGE>

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 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.

                  None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, with respect to any global Security, nothing
herein shall prevent the Company, the Trustee, or any agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any depositary, as a Holder, with respect to such
global Security or impair, as between such depositary and owners of beneficial
interests in such global Security, the operation of customary practices
governing the exercise of the rights of such depositary (or its nominee) as
Holder of such global Security.

                  SECTION 310. CANCELLATION. All Securities and coupons
surrendered for payment, redemption, repayment at the option of the Holder,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee, and any such Securities and coupons, and Securities and coupons
surrendered directly to the Trustee for any such purpose, shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. If the Company shall so acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. Canceled
Securities and coupons held by the Trustee shall be destroyed by the Trustee and
upon Company request, the Trustee shall deliver a certificate of such
destruction to the Company, unless by a Company Order the Company directs their
return to it.

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


                                       37
<PAGE>

                  SECTION 312. CURRENCY AND MANNER OF PAYMENTS IN RESPECT OF
SECURITIES.

                  (a) Unless otherwise specified with respect to any series of
Securities pursuant to Section 301, with respect to Registered Securities of any
series not permitting the election provided for in paragraph (b) below or the
Holders of which have not made the election provided for in paragraph (b) below,
and with respect to Bearer Securities of any series, except as provided in
paragraphs (d) and (e) below, payment of the principal of (and premium, if any)
and interest, if any, on, any Registered or Bearer Security of such series will
be made in the Currency in which such Registered Security or Bearer Security, as
the case may be, is payable. The provisions of this Section 312 may be modified
or superseded with respect to any Securities pursuant to Section 301.

                  (b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee for such series of Registered Securities a written election with
signature guarantees and in the applicable form established pursuant to Section
301, not later than the close of business on the Election Date (as defined in
paragraph (h) below) immediately preceding the applicable payment date. If a
Holder so elects to receive such payments in any such Currency, such election
will remain in effect for such Holder or any transferee of such Holder until
changed by such Holder or such transferee by written notice to the Trustee for
such series of Registered Securities (but any such change must be made not later
than the close of business on the Election Date immediately preceding the next
payment date to be effective for the payment to be made on such payment date and
no such change of election may be made with respect to payments to be made on
any Registered Security of such series with respect to which an Event of Default
has occurred or with respect to which the Company has deposited funds pursuant
to Article Four or Fourteen or with respect to which a notice of redemption has
been given by the Company or a notice of option to elect repayment has been sent
by such Holder or such transferee). Any Holder of any such Registered Security
who shall not have delivered any such election to the Trustee of such series of
Registered Securities not later than the close of business on the applicable
Election Date will be paid the amount due on the applicable payment date in the
relevant Currency as provided in Section 312(a). The Trustee for each such
series of Registered Securities shall notify the Exchange Rate Agent as soon as
practicable after the Election Date of the aggregate principal amount of
Registered Securities for which Holders have made such written election.

                  (c) If the election referred to in paragraph (b) above has
been provided for pursuant to Section 301, then, unless otherwise specified
pursuant to Section 301, not later than the fourth Business Day after the
Election Date for each payment date for Registered Securities of any series, the
Exchange Rate Agent will deliver to the Company a written notice specifying the
Currency in which Registered Securities of such series are payable, the
aggregate amount of principal of (and premium, if any) and interest, if any, on,
the Registered Securities to be paid on such payment date in such Currency, and
the amounts in such Currency so payable in respect of the Registered Securities
as to which the Holders of Registered Securities shall have elected to be paid
in another Currency as provided in paragraph (b) above. If the election referred
to in


                                       38
<PAGE>

paragraph (b) above has been provided for pursuant to Section 301 and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities
an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign
Currency or Currencies payments to be made on such payment date. Unless
otherwise specified pursuant to Section 301, the Dollar or Foreign Currency or
Currencies amount receivable by Holders of Registered Securities who have
elected payment in a Currency as provided in paragraph (b) above shall be
determined by the Company on the basis of the applicable Market Exchange Rate in
effect on the second Business Day (the "Valuation Date") immediately preceding
each payment date, and such determination shall be conclusive and binding for
all purposes, absent manifest error.

                  (d) If a Conversion Event occurs with respect to a Foreign
Currency in which any of the Securities are denominated or payable other than
pursuant to an election provided for pursuant to paragraph (b) above, then with
respect to each date for the payment of principal of (and premium, if any) and
interest, if any, on, the applicable Securities denominated or payable in such
Foreign Currency occurring after the last date on which such Foreign Currency
was used (the "Conversion Date"), the Dollar shall be the currency of payment
for use on each such payment date. Unless otherwise specified pursuant to
Section 301, the Dollar amount to be paid by the Company to the Trustee of each
such series of Securities and by such Trustee or any Paying Agent to the Holders
of such Securities with respect to such payment date shall be, in the case of a
Foreign Currency other than a currency unit, the Dollar Equivalent of the
Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of
the Currency Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.

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

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

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

                  (h) For purposes of this Section 312, the following terms
shall have the following meanings:


                                       39
<PAGE>

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

                           A "Specified Amount" of a Component Currency shall
         mean the number of units of such Component Currency or fractions
         thereof which were represented in the relevant currency unit on the
         Conversion Date. If after the Conversion Date the official unit of any
         Component Currency is altered by way of combination or subdivision, the
         Specified Amount of such Component Currency shall be divided or
         multiplied in the same proportion. If after the Conversion Date two or
         more Component Currencies are consolidated into a single currency, the
         respective Specified Amounts of such Component Currencies shall be
         replaced by an amount in such single currency equal to the sum of the
         respective Specified Amounts of such consolidated Component Currencies
         expressed in such single currency, and such amount shall thereafter be
         a Specified Amount and such single currency shall thereafter be a
         Component Currency. If after the Conversion Date any Component Currency
         shall be divided into two or more currencies, the Specified Amount of
         such Component Currency shall be replaced by amounts of such two or
         more currencies, having an aggregate Dollar Equivalent value at the
         Market Exchange Rate on the date of such replacement equal to the
         Dollar Equivalent of the Specified Amount of such former Component
         Currency at the Market Exchange Rate immediately before such division,
         and such amounts shall thereafter be Specified Amounts and such
         currencies shall thereafter be Component Currencies. If, after the
         Conversion Date of the relevant currency unit, a Conversion Event
         (other than any event referred to above in this definition of
         "Specified Amount") occurs with respect to any Component Currency of
         such currency unit and is continuing on the applicable Valuation Date,
         the Specified Amount of such Component Currency shall, for purposes of
         calculating the Dollar Equivalent of the Currency Unit, be converted
         into Dollars at the Market Exchange Rate in effect on the Conversion
         Date of such Component Currency.

                           "Election Date" shall mean the Regular Record Date
         for the applicable series of Registered Securities or at least 16 days
         prior to Maturity, as the case may be, or such other prior date for any
         series of Registered Securities as specified pursuant to clause 13 of
         Section 301 by which the written election referred to in Section 312(b)
         may be made.

                  All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee for the appropriate series of Securities
and all Holders of such Securities denominated or payable in the relevant
Currency. The Exchange Rate Agent shall promptly give written notice to the
Company and the Trustee for the appropriate series of Securities of any such
decision or determination.

                  In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in


                                       40
<PAGE>

Section 107 to the affected Holders) specifying the Conversion Date. In the
event the Company so determines that a Conversion Event has occurred with
respect to any currency unit in which Securities are denominated or payable, the
Company will immediately give written notice thereof to the Trustee of the
appropriate series of Securities and to the Exchange Rate Agent (and such
Trustee will promptly thereafter give notice in the manner provided in Section
107 to the affected Holders) specifying the Conversion Date and the Specified
Amount of each Component Currency on the Conversion Date. In the event the
Company determines in good faith that any subsequent change in any Component
Currency as set forth in the definition of Specified Amount above has occurred,
the Company will similarly give written notice to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent.

                  The Trustee of the appropriate series of Securities shall be
fully justified and protected in relying and acting upon information received by
it from the Company and the Exchange Rate Agent and shall not otherwise have any
duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.

                  SECTION 313. APPOINTMENT AND RESIGNATION OF SUCCESSOR EXCHANGE
RATE AGENT.

                  (a) Unless otherwise specified pursuant to Section 301, if and
so long as the Securities of any series (i) are denominated in a Foreign
Currency or (ii) may be payable in a Foreign Currency, or so long as it is
required under any other provision of this Indenture, then the Company will
maintain with respect to each such series of Securities, or as so required, at
least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent to
make the necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 301 for the purpose of determining the applicable
rate of exchange and, if applicable, for the purpose of converting the issued
Foreign Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 312.

                  (b) No resignation of the Exchange Rate Agent and no
appointment of a successor Exchange Rate Agent pursuant to this Section shall
become effective until the acceptance of appointment by the successor Exchange
Rate Agent as evidenced by a written instrument delivered to the Company and the
Trustee of the appropriate series of Securities accepting such appointment
executed by the successor Exchange Rate Agent.

                  (c) If the Exchange Rate Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Exchange Rate Agent for any cause, with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall promptly
appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to
the Securities of that or those series (it being understood that any such
successor Exchange Rate Agent may be appointed with respect to the Securities of
one or more or all of such series and that, unless otherwise specified pursuant
to Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency).


                                       41
<PAGE>
                  SECTION 314. CUSIP NUMBERS. The Company in issuing the
Securities may use "CUSIP" and "CINS" numbers (if then generally in use), and,
if so, the Trustee shall indicate the "CUSIP" and "CINS" numbers of the
Securities in notices of redemption as a convenience to Holders; provided that
any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Securities or as contained in any
notice of redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.


                                  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 to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or pursuant hereto and any right to receive
additional amounts, as provided in Section 1004), and the Trustee, upon receipt
of a Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

                  (1)      either

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

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

                                    (i)  have become due and payable, or

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



                                       42
<PAGE>

                                    (iii) if redeemable at the option of the
                           Company, are to be called for redemption within one
                           year under arrangements satisfactory to the Trustee
                           for the giving of notice of redemption by the Trustee
                           in the name, and at the expense, of the Company, and
                           the Company, in the case of (i), (ii) or (iii) above,
                           has irrevocably deposited or caused to be deposited
                           with the Trustee as trust funds in trust for such
                           purpose an amount, in the Currency in which the
                           Securities of such series are payable, sufficient to
                           pay and discharge the entire indebtedness on such
                           Securities and such coupons not theretofore delivered
                           to the Trustee for cancellation, for principal (and
                           premium, if any) and interest, if any, to the date of
                           such deposit (in the case of Securities which have
                           become due and payable) or to the Stated Maturity or
                           Redemption Date, as the case may be;

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture with respect to any series of Securities, the obligations of the
Company to the Trustee and any predecessor Trustee under Section 606, the
obligations of the Company to any Authenticating Agent under Section 612 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section 401, the obligations of the Trustee under Section 402
and the last paragraph of Section 1003 shall survive.

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


                                  ARTICLE FIVE

                                    REMEDIES

                  SECTION 501. EVENTS OF DEFAULT. Unless otherwise specified
with respect to a series of Securities as contemplated by Section 301, an "Event
of Default", wherever used herein with respect to any series of Securities,
means any one of the following events:


                                       43
<PAGE>

                  (a) the Company defaults in the payment of any interest upon
         any Security of that series or any coupon pertaining thereto, when such
         interest or coupon becomes due and payable and such Default continues
         for a period of 30 days; or

                  (b) the Company defaults in the payment of the principal of,
         or premium, if any, on, any Security of that series when the same
         becomes due and payable at its Maturity; or

                  (c) the Company defaults in the performance of, or breaches,
         any covenant, warranty or agreement of the Company with respect to any
         Security of that series (other than a Default in the performance, or
         breach, of a covenant, warranty or agreement that is specifically dealt
         with elsewhere in this Section), and such Default or breach continues
         for a period of 90 days after there has been given, by registered or
         certified mail, to the Company by the Trustee or to the Company and the
         Trustee by the Holders of at least 25% in principal amount of the
         Outstanding Securities of that series, a written notice specifying such
         Default or breach and stating that such notice is a "Notice of Default"
         hereunder; or

                  (d) the Company defaults in the deposit of any sinking fund
         payment, when and as due by the terms of any Security of that series;
         or

                  (e) a decree or order is entered by a court having
         jurisdiction in the premises (i) for relief in respect of the Company
         as debtor in an involuntary case or proceeding under the Federal
         Bankruptcy Code or any other federal or state law relating to
         bankruptcy, insolvency, reorganization or relief of debtors, or similar
         law or (ii) adjudging the Company a bankrupt or insolvent, or approving
         as properly filed a petition seeking reorganization, arrangement,
         adjustment or composition of or in respect of the Company under the
         Federal Bankruptcy Code or any other applicable federal or state law
         relating to bankruptcy, insolvency, reorganization or relief of debtors
         or other similar law, or (iii) appointing a custodian, receiver,
         liquidator, assignee, trustee, sequestrator (or other similar official)
         of the Company or of any substantial part of any of its property, or
         (iv) ordering the winding up or liquidation of its affairs, and any
         such decree or order remains unstayed and in effect for a period of 60
         consecutive days; or

                  (f) the Company institutes a voluntary case or proceeding
         under the Federal Bankruptcy Code or any other applicable federal or
         state law relating to bankruptcy, insolvency, reorganization or relief
         of debtors or similar law or any other case or proceeding to be
         adjudicated a bankrupt or insolvent, or the Company consents to the
         entry of a decree or order for relief in respect of the Company in any
         involuntary case or proceeding under the Federal Bankruptcy Code or any
         other applicable federal or state law relating to bankruptcy,
         insolvency, reorganization or relief of debtors or similar law or to
         the institution of bankruptcy or insolvency proceedings against the
         Company, or the Company files a petition or answer or consent seeking
         reorganization or relief under the Federal Bankruptcy Code or any other
         applicable federal or state law relating to bankruptcy, insolvency,
         reorganization or relief of debtors, or similar law, or the Company
         consents to the filing of any such petition or to the appointment of or
         taking possession by a custodian, receiver, liquidator, assignee,
         trustee, sequestrator (or other


                                       44
<PAGE>

         similar official) of the Company or of any substantial part of its
         property, or the Company makes an assignment for the benefit of
         creditors, or the Company admits in writing its inability to pay its
         debts generally as they become due or takes corporate action in
         furtherance of any such action.

                  SECTION 502. ACCELERATION OF MATURITY; RESCISSION.

                  (a) If an Event of Default (other than an Event of Default
specified in Section 501(e) and 501(f)) occurs and is continuing with respect to
Securities of any series, the Trustee or the Holders of at least 25% of the
principal amount of the Securities of that series then Outstanding, by written
notice to the Company (and to the Trustee if such notice is given by the
Holders), may, and the Trustee at the request of such Holders shall, declare all
unpaid principal of, and premium, if any, and accrued Interest if any, on the
Securities of that series (or, in the case of Original Issue Discount Securities
or Indexed Securities, the amount specified in the terms thereof) to be due and
payable immediately. Thereupon the Trustee may, at its discretion, proceed to
protect and enforce the rights of Holders of the Securities of that series by
appropriate judicial proceeding.

                  (b) If an Event of Default specified in any of Sections 501(e)
and 501(f) occurs and is continuing, then the principal amount of all Securities
of that series, together with any premium and accrued interest, shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

                  (c) After a declaration of acceleration of any series of
Securities, but before a judgment or decree for payment of the money due has
been obtained by the Trustee, by written notice to the Company and the Trustee,
the Holders of a majority in aggregate principal amount of the Outstanding
Securities of such series, may annul such declaration of acceleration, provided,
in each case, that (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay (i) all sums paid or advanced by the Trustee under this
Indenture and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, (ii) all overdue Interest on all
Securities of that series, (iii) the principal of and premium, if any, on that
series of Securities which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by that series, and (iv) to
the extent that payment of such interest is lawful, interest upon overdue
Interest at the rate borne by that series of Securities; and (b) all Events of
Default, other than the non-payment of principal of that series of Securities
which have become due solely by the declaration of acceleration, have been cured
or waived. No such annulment shall affect any subsequent default or impair any
right consequent thereto.

                  SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE. The Company covenants that if

                  (a) a Default occurs in the payment of any Interest on
         Securities of any series and any related coupon when such Interest
         becomes due and payable and such Default continues for a period of 30
         days, or


                                       45
<PAGE>

                  (b) a Default occurs in the payment of the principal of, or
         premium, if any, on Securities of any series at the Maturity thereof,

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

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

                  If an Event of Default occurs and is continuing with respect
to Securities of any series, 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 under this Indenture by such appropriate
private or judicial proceedings as the Trustee shall deem most effectual to
protect and enforce such rights.

                  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 of
any series or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Security of
such series shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

                  (a) to file and prove a claim for the whole amount of
         principal, premium, if any and Interest, if any, owing and unpaid in
         respect of the Securities of such series (or in the case of Original
         Issue Discount Securities or Indexed Securities, such portion of the
         principal as may be provided in the terms thereof) and to file such
         other papers or documents as may be necessary or advisable in order to
         have the claims of the Trustee (including any claim for the reasonable
         compensation, expenses, disbursements and advances of the Trustee, its
         agents and counsel) and of the Holders allowed in such judicial
         proceeding, and

                  (b) to collect and receive any moneys, securities or other
         property payable or deliverable upon the exchange of the Securities of
         such series in connection with any


                                       46
<PAGE>

         such claims and to distribute the same; and any custodian, receiver,
         assignee, trustee, liquidator, sequestrator or similar official in any
         such judicial proceeding is hereby authorized by each Holder of
         Securities of such series and related 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 such Holders, to pay the Trustee
         any amount due it for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel, and
         any other amounts due the Trustee under Section 606.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize, consent to, accept or adopt on behalf of a Holder of a
Security of any series or related coupon any proposal, plan of reorganization,
arrangement, adjustment or composition or other similar arrangement 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 of any
series of 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
the Securities of any series or the coupons may be prosecuted and enforced by
the Trustee without the possession of any such 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 and 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 of any series and coupons in respect of which such judgment
has been recovered.

                  SECTION 506. APPLICATION OF MONEY COLLECTED. Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest, if any, 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 and any
         predecessor Trustee under Section 606;

                  SECOND: To the payment of all Senior Debt of the Company if
         and to the extent required by Article Sixteen;

                  THIRD: To the payment of the amounts then due and unpaid upon
         the Securities and coupons for principal (and premium, if any) and
         interest, if any, in respect of which or for the benefit of which such
         money has been collected (or, in the case of Original Issue Discount
         Securities or Indexed Securities, the amount specified in the terms
         thereof) ratably, without preference or priority of any kind, according
         to the aggregate amounts due and payable on such Securities and coupons
         for principal (and premium, if any) and interest, if any, respectively;
         and


                                       47
<PAGE>

                  FOURTH: To the payment of the remainder, if any, to the
         Company or any other Person or Persons entitled thereto.

                  SECTION 507. LIMITATION ON SUITS. No Holder of any Security of
any series or any related coupon shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture or such
Security, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

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

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

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

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

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

                  SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM AND INTEREST. 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) interest, if any, on, such
Security or payment of such coupon on the respective due dates expressed in such
Security or coupon (or, in the case of redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

                  SECTION 509. RESTORATION OF RIGHTS AND REMEDIES. If the
Trustee or any Holder 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, then and in every such case the
Company, the Trustee and the Holders of Securities and 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 the Holders shall continue as though no such proceeding had been
instituted.


                                       48
<PAGE>

                  SECTION 510. RIGHTS AND REMEDIES CUMULATIVE. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders of Securities or coupons is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

                  SECTION 511. DELAY OR OMISSION NOT WAIVER. No delay or
omission of the Trustee or of any Holder of any 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 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 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

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture or expose the Trustee to personal liability,
         and

                  (2) subject to the provisions of Trust Indenture Act Section
         315, the Trustee may take any other action deemed proper by the Trustee
         which is not inconsistent with such direction.

                  SECTION 513. WAIVER OF PAST DEFAULTS. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
may on behalf of the Holders of all the Securities of such series and any
related coupons waive any past Default or Event of Default hereunder with
respect to such series and its consequences, except a Default

                  (1) in the payment of the principal of (or premium, if any) or
         interest, if any, on, any Security of such series or any related
         coupons, or

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

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


                                       49
<PAGE>

                  SECTION 514. 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.

                  SECTION 515. UNDERTAKING FOR COSTS. The Company and the
Trustee agree, and each Holder of Securities of any series or coupon by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder of Securities of any series or
coupon for the enforcement of the payment of the principal of, or premium, if
any, or interest, if any, on, Securities of any series on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date) or to any suit instituted by any
Holder of Securities of any series or coupon, or group of such Holders, holding
in the aggregate more than 10% in principal amount of the Securities.


                                   ARTICLE SIX

                                   THE TRUSTEE

                  SECTION 601. 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 to the Holder of such series in the manner
and to the extent provided in TIA Section 313(c), notice of such Default
hereunder known to the Trustee, unless such Default shall have been cured or
waived; provided, however, that, except in the case of a Default in the payment
of the principal of (or premium, if any) or interest, if any, on, any Security
of such series, or in the payment of any sinking or purchase fund installment
with respect to the 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 determines that the withholding of such notice is in the
interests of the Holders of the Securities and coupons of such series; and
provided further that in the case of any Default or breach of the character
specified in Section 501(c) with respect to the Securities and coupons of such
series, no such notice to Holders shall be given until at least 60 days after
the occurrence thereof.


                                       50
<PAGE>

                  SECTION 602. CERTAIN RIGHTS OF TRUSTEE. Subject to the
provisions of TIA Sections 315(a) through 315(d):

                  (1) 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, coupon or other paper or document
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties.

                  (2) 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, together with any coupons
         appertaining thereto, 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.

                  (3) 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 a Board Resolution,
         an Opinion of Counsel or an Officers' Certificate.

                  (4) 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.

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

                  (6) 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, coupon or other paper or
         document, but the Trustee, in its discretion, may make such further
         inquiry or investigation into such facts or matters as it may see fit,
         and, if the Trustee shall determine to make such further inquiry or
         investigation, it shall be entitled during normal business hours upon
         reasonable notice to examine the books, records and premises of the
         Company, personally or by agent or attorney.

                  (7) 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.


                                       51
<PAGE>

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

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

                  SECTION 603. 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 any
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder, and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company with respect to the
Securities 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 604. 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 TIA Sections 310(b) and 311,
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 605. MONEY HELD IN TRUST. Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

                  SECTION 606. COMPENSATION AND REIMBURSEMENT. The Company
agrees:

                  (1) To pay to the Trustee from time to time such compensation
         for all services rendered by it hereunder as has been agreed upon in
         writing (which compensation shall not be limited by any provision of
         law in regard to the compensation of a trustee of an express trust).

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


                                       52
<PAGE>

                  (3) To indemnify each of the Trustee and any predecessor
         Trustee for, and to hold it harmless against, any loss, liability or
         expense incurred without negligence or bad faith on its own part,
         arising out of or in connection with the acceptance or administration
         of the trust or trusts hereunder, including the costs and expenses of
         defending itself against any claim or liability in connection with the
         exercise or performance of any of its powers or duties hereunder.

                  As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a claim 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 premium, if
any)or interest, if any, on, particular Securities or any coupons.

                  If the Trustee incurs expenses or renders services after the
occurrence of an Event of Default specified in Sections 501(e) and (f), the
expenses and compensation for such services are intended to constitute expenses
of administration under the Federal Bankruptcy Code or any similar federal,
state or foreign law for the relief of debtors.

                  The provisions of this Section 606 shall survive the
resignation or removal of the Trustee and the termination of this Indenture.

                  SECTION 607. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There
shall at all times be a Trustee hereunder which shall be qualified to act as
Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or the requirements of any federal,
state, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

                  SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS. If the
Trustee has or shall acquire a conflicting interest within the meaning of the
TIA, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the TIA and
this Indenture.

                  SECTION 609. RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 609.

                  (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.


                                       53
<PAGE>
                  (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Trustee and to the
Company.

                  (d) If at any time:

                           (1) the Trustee shall fail to comply with the
         provisions of TIA Section 310(b) 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 607 and shall fail to resign 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

                           (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 the Trustee and appoint a successor Trustee with respect to all
         Securities, or (ii) subject to TIA Section 315(e), any Holder of a
         Security who has been a bona fide Holder of a Security for at least six
         months may, on behalf of himself and all others similarly situated,
         petition any court of competent jurisdiction for the removal of the
         Trustee with respect to all Securities and the appointment of a
         successor Trustee or Trustees.

                  (e) If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
a notice of resignation or the delivery of an act of removal, the Trustee
resigning or being removed may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

                  (f) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause with respect to the Securities of one or more series, the Company, by
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).
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, 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 hereinafter
provided, any Holder of a Security who has been a bona fide Holder of a Security
of such series for at least six months


                                       54
<PAGE>
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 Securities of such series.

                  (g) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided for notices to the Holders of Securities in Section 107.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

                  SECTION 610. 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 shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee, and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 606.

                  (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
co-trustees of the same trust, and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring


                                       55
<PAGE>

Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

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

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

                  SECTION 611. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities or coupons 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 or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

                  SECTION 612. APPOINTMENT OF AUTHENTICATING AGENT. At any time
when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption thereof, 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 acceptable to the Company and, except as may
otherwise be provided pursuant to Section 301, 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 of America or of any State or the District
of Columbia, authorized under such laws to act as Authenticating Agent, 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 the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such


                                       56
<PAGE>

Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

                  An Authenticating Agent for any series of Securities may at
any time resign by giving written notice of resignation to the Trustee for such
series and to the Company. The Trustee for any series of Securities 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 for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 107. 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.

                  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 alternate certificate of authentication substantially in the
following form:


                                       57
<PAGE>
                  This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                   BANK ONE TRUST COMPANY, N.A.,
                                   as Trustee

                                   By
                                       ----------------------------------------
                                               as Authenticating Agent

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


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.
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 TIA Section
312, 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 TIA Section 312(b).

                  SECTION 702. REPORTS BY TRUSTEE. 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, the Trustee shall transmit by mail to all
Holders of Securities as provided in TIA Section 313(c) a brief report dated as
of such May 15 if required by TIA Section 313(a).

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

                  SECTION 703. REPORTS BY COMPANY. The Company will:

                  (1) file with the Trustee, within 15 days after the Company
         files 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 Exchange Act; or, if the Company is not required to file
         information, documents or reports pursuant to either of such Sections,
         then it will file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by


                                       58
<PAGE>

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

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

                  (3) transmit by mail to the Holders of Securities, within 30
         days after the filing thereof with the Trustee, in the manner and to
         the extent provided in TIA Section 313(c), such summaries of any
         information, documents and reports required to be filed by the Company
         pursuant to paragraphs (1) and (2) of this Section as may be required
         by rules and regulations prescribed from time to time by the
         Commission.

                  SECTION 704. CALCULATION OF ORIGINAL ISSUE DISCOUNT. Upon
request of the Trustee, the Company shall file with the Trustee of a series of
Securities, promptly at the end of each calendar year, a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods), if any, accrued on Outstanding Securities of such series as of
the end of such year.


                                  ARTICLE EIGHT

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

                  SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS. The Company shall not consolidate with, or merge with or into, any other
Person or sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets substantially as an entirety to
any Person or group of affiliated Persons unless at the time and after giving
effect thereto:

                  (1) either (a) the Company shall be the continuing entity or
         (b) the Person (if other than the Company) formed by such consolidation
         or merger, or to which such sale, assignment, transfer, lease,
         conveyance or disposition shall have been made (the "Surviving
         Entity"), is an entity duly organized and validly existing under the
         laws of the United States of America, any state thereof or the District
         of Columbia and shall, in either case, expressly assume by supplemental
         indenture hereto, executed and delivered to the Trustee, in form
         satisfactory to the Trustee, all the obligations of the Company under
         each Outstanding series of the Securities and under this Indenture, and
         this Indenture shall remain in full force and effect;

                  (2) immediately prior to such transaction, and immediately
         after giving effect to such transaction, no Default or Event of Default
         shall have occurred and be continuing; and


                                       59
<PAGE>

                  (3) the Company has delivered to the Trustee, in form and
         substance reasonably satisfactory to the Trustee, an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger or transfer and such supplemental indenture, if
         one is required by this Section 801, comply with this Section 801 and
         that all conditions precedent herein provided for relating to such
         transaction have been complied with.

                  SECTION 802. SUCCESSOR SUBSTITUTED. Upon any consolidation or
merger or any sale, assignment, transfer, lease or conveyance or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 801, any Surviving Entity formed by such consolidation
or into which the Company is merged or to which such sale, assignment, transfer,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such Surviving Entity had been named
as the Company herein; and in the event of any such conveyance or transfer, the
Company shall be discharged from all the obligations and covenants under this
Indenture and the Securities and coupons may be dissolved and liquidated.


                                  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:

                  (1) to evidence the succession in accordance with Section 801
         of another Person to the Company and the assumption by any such
         successor of the covenants of the Company contained herein and in any
         series of Securities; or

                  (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Securities (and 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

                  (3) to add to or change any of the provisions of this
         Indenture to provide that Bearer Securities may be registrable as to
         principal, to change or eliminate any restrictions on the payment of
         principal of or any premium or interest on Bearer Securities, to permit
         Bearer Securities to be issued in exchange for Registered Securities,
         to permit Bearer Securities to be issued in exchange for Bearer
         Securities of other authorized denominations or to permit or facilitate
         the issuance of Securities in uncertificated form; provided that any
         such action shall not adversely affect the interests


                                       60
<PAGE>
         of the Holders of Securities of any series or any related coupons in
         any material respect; or

                  (4) to add any additional Events of Default; or

                  (5) to change or eliminate any of the provisions of this
         Indenture; provided that any such change or elimination shall not
         become effective with respect to any Security of any series outstanding
         that was created prior to the execution of such supplemental indenture
         which is entitled to the benefit of such provision and as to which such
         supplemental indenture would apply; or

                  (6) to secure the Securities and related coupons; or

                  (7) to establish the form or terms of Securities of any series
         and any related coupons as permitted by Sections 201 and 301, including
         the provisions and procedures relating to Securities convertible into
         or exchangeable for any securities of any Person (including the
         Company); or

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

                  (9) 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 that any
         such action shall not adversely affect the interests of the Holders of
         Securities of any series then Outstanding or any related coupons in any
         material respect; or

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

                  (11) to comply with the requirements of the Commission under
         the Trust Indenture Act; or

                  (12) to make any other change that does not adversely affect
         the rights of any Holder of Securities then Outstanding.

                  SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.
With the consent of the Holders of not less than a majority in principal amount
of all Outstanding Securities of a series affected by such supplemental
indenture, by Act of said 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



                                       61
<PAGE>

eliminating any of the provisions of this Indenture with respect to such series,
or of modifying in any manner the rights of the Holders 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 of a series affected thereby:

                  (1) change the Stated Maturity of the principal of (or
         premium, if any, on) or any installment of principal of or interest on,
         such series, or reduce the principal amount thereof or the rate of
         interest thereon, or any premium payable upon the redemption thereof,
         or reduce any obligation of the Company to pay additional amounts
         pursuant to Section 1004 (except as contemplated by Section 801(1) and
         permitted by Section 901(1)), or reduce the portion of the principal of
         an Original Issue Discount Security or Indexed Security that would be
         due and payable upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 502 or the amount thereof provable in
         bankruptcy pursuant to Section 504, or adversely affect any right of
         repayment at the option of the Holder of such series, or change the
         method in which amounts of payments of principal or any interest
         thereon are determined, or change any Place of Payment where, or the
         Currency in which, such series or any premium or interest thereon is
         payable, or impair the right to institute suit for the enforcement of
         any such payment on or after the Stated Maturity thereof (or, in the
         case of redemption or repayment at the option of the Holder, on or
         after the Redemption Date or the Repayment Date, as the case may be),
         or adversely affect any right to convert or exchange any Security of
         such series as may be provided pursuant to Section 301 herein or modify
         any of the provisions of Article Sixteen in a manner adverse to the
         Holders of such series, or

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities of such series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver with respect to such series (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 1504 for quorum or
         voting, or

                  (3) modify any of the provisions of this Section, Section 513
         or Section 1009, except to increase the percentage or principal amount
         of the Outstanding Securities of such series the consent of whose
         Holders is required for the actions described in such sections, 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 of such series affected thereby.

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

                  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.


                                       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 modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Trust Indenture Act Sections 315(a) through 315(d) and Section 602
hereof) 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
coupon 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 as then in effect.

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


                                   ARTICLE TEN

                                    COVENANTS

                  Unless otherwise specified with respect to a series of
Securities as contemplated by Section 301, the following covenants shall apply
to all series of Registered Securities.

                  SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The
Company covenants and agrees, for the benefit of the Holders of each series of
Securities, that it will duly and punctually pay the principal of (and premium,
if any) and interest, if any, on, the Securities of that series in accordance
with the terms of such series of Securities, any coupons appertaining thereto
and this Indenture. Unless otherwise specified as contemplated by Section 301
with respect to any series of Securities, any interest due on Bearer Securities
on or before Maturity, other than additional amounts, if any, payable as
provided in Section 1004 in respect of principal of (or premium, if any, 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. Unless otherwise specified with respect to Securities of any
series pursuant to Section 301, at the option of the Company, all payments of
principal may be


                                       63
<PAGE>

paid by check to the registered Holder of the Registered Security or other
person entitled thereto against surrender of such Security.

                  SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. If Securities
of a series are issuable only as Registered Securities, the Company shall
maintain in each Place of Payment for such series an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange, where Securities of that series that are convertible may be
surrendered for conversion, and where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be served.

                  If Securities of a series are issuable as Bearer Securities,
the Company will maintain (A) in the Borough of Manhattan, The City of New York,
an office or agency where any Registered Securities of that series may be
presented or surrendered for payment, where any Registered Securities of that
series may be surrendered for registration of transfer, where Securities of that
series may be surrendered for exchange, where Securities of that series that are
convertible may be surrendered for conversion, where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served and where Bearer Securities of that series and related coupons may
be presented or surrendered for payment in the circumstances described in the
following paragraph (and not otherwise), (B) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series which is located
outside the United States, an office or agency where Securities of that series
and related coupons may be presented and surrendered for payment; provided,
however, that if the Securities of that series are listed on any stock exchange
located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent for the Securities of that series in any
required city located outside the United States so long as the Securities of
that series are listed on such exchange, and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series located
outside the United States, an office or agency where any Registered Securities
of that series may be surrendered for registration of transfer, where Securities
of that series may be surrendered for exchange, where Securities of that series
that are convertible or exchangeable may be surrendered for conversion or
exchange, as applicable, and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served.

                  The Company will give prompt written notice to the Trustee,
and prompt notice to the Holders of Securities of such series as provided in
Section 107, 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 in respect of any series of Securities, or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of that series and the related coupons
may be presented and surrendered for payment at any Place of Payment for such
series located outside the United States, and the Company hereby appoints the
Trustee its agent to receive all such presentations, surrenders, notices and
demands.

                  Unless otherwise specified with respect to any Securities
pursuant to Section 301, no payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United


                                       64
<PAGE>

States or by transfer to an account maintained with a bank located in the United
States; provided, however, that, if the Securities of a series are payable in
Dollars, payment of principal of (and premium, if any) and interest, if any, on,
any Bearer Security shall be made at the office of the Company's Paying Agent in
the Borough of Manhattan, The City of New York, if (but only if) payment in
Dollars of the full amount of such principal, premium or interest, as the case
may be, at all offices or agencies outside the United States maintained for such
purpose by the Company in accordance with this Indenture, is illegal or
effectively precluded by exchange controls or other similar restrictions.

                  The Company may from time to time designate one or more other
offices or agencies (in or outside any Place of Payment) where the Securities of
one or more series and any related coupons 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 will give prompt written notice to the Trustee of
any such designation or rescission and of any change in the location of any such
other office or agency. Unless otherwise specified pursuant to Section 301 with
respect to a series of Securities, the Company hereby designates as Places of
Payment for each series of Securities the office or agency of the Company in the
Borough of Manhattan, The City of New York, and initially appoints the Trustee
at its Corporate Trust Office as Paying Agent in such city and as its agent to
receive all such presentations, surrenders, notices and demands.

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

                  SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN
TRUST. If the Company shall at any time act as its own Paying Agent with respect
to any series of any Securities and any related coupons, it will, on or before
each due date of the principal of (or premium, if any) or interest, if any, on,
any of the Securities of that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal
of (and premium, if any) and interest, if any, on, Securities of such series so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and will promptly notify the Trustee of its action or
failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities and any related coupons, it will, on or before each due
date of the principal of (or premium, if any) or interest, if any, on, any
Securities of that series, deposit with a Paying Agent a sum (in the Currency
described in the preceding paragraph) sufficient to pay the principal (or
premium, if any) or interest, if any, so becoming due, such sum to be held in
trust for the benefit


                                       65
<PAGE>

of the Persons entitled to such principal, premium or interest and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

                  The Company will cause each Paying Agent of 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, or premium, if any, Interest if any, on the Securities of that
         series in trust for the benefit of the Persons entitled thereto until
         such sums shall be paid to such Persons or otherwise disposed of as
         herein provided;

                  (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 principal, premium, if any, Interest if any; 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 and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

                  Except as otherwise provided in the Securities of any series
pursuant to Section 301, any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of
(or premium, if any) or interest, if any, on, any Security of any series or the
payment of any related coupon and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall, unless
otherwise required by mandatory provisions of applicable escheat, or abandoned
or unclaimed property law, be paid to the Company upon Company Request or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security or coupon 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.

                  SECTION 1004. ADDITIONAL AMOUNTS. If the Securities of a
series provide for the payment of additional amounts, the Company will pay to
the Holder of any Security of such series or any coupon appertaining thereto
additional amounts as provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of 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


                                       66
<PAGE>

provided for in this Section to the extent that, in such context, additional
amounts are, were or would be payable in respect thereof pursuant to the
provisions of this Section 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.

                  If the Securities of a series provide for the payment of
additional amounts, at least 10 days prior to the first Interest Payment Date
with respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of
principal and any premium is made), and at least 10 days prior to each date of
payment of principal and any premium or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officers'
Certificate, the Company will furnish the Trustee and the Company's principal
Paying Agent or Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of and any premium or interest on the
Securities of that series shall be made to one or more Holders of Securities of
that 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 that series. If the Securities of a series
provide for payment of additional amounts, and 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 will pay to the Trustee or such Paying Agent the
additional amounts required by this Section. 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. CORPORATE EXISTENCE. Subject to Article Eight,
the Company shall do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence.

                  SECTION 1006. RESTRICTIONS ON SECURED DEBT. The Company
covenants and agrees for the benefit of each series of Securities, other than
any series established by or pursuant to a Board Resolution or in one or more
supplemental indentures hereto which specifically provides otherwise, that it
will not itself, and will not permit any Restricted Subsidiary to, incur, issue,
assume, or guarantee any loans, whether or not evidenced by negotiable
instruments or securities, or any notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed (such loans, and notes, bonds,
debentures or other similar evidences of indebtedness for money borrowed being
hereinafter called "Certain Debt"), secured after the date hereof by a pledge
of, or mortgage or lien on, any Principal Property of the Company or any
Restricted Subsidiary or any shares of Capital Stock of or Certain Debt of any
Restricted Subsidiary (mortgages, pledges and liens being hereinafter called
"Mortgage" or "Mortgages"), without effectively providing that the Securities,
other than Securities of a series not entitled to the benefits of this covenant,
shall be secured equally and ratably with (or, at the option of the Company,
prior to) such secured Certain Debt, so long as such secured Certain Debt shall
be so secured, unless, after giving effect thereto, the aggregate principal
amount of all such secured Certain Debt (plus the amount of all Attributable
Debt not otherwise permitted by


                                       67
<PAGE>
the second paragraph of Section 1007) would not exceed 10% of Consolidated Net
Assets; provided, however, that this Section 1006 shall not apply to, and there
shall be excluded from secured Certain Debt in any computation under this
Section 1006, Certain Debt secured by:

                  (1) Mortgages on property of, or on any shares of Capital
         Stock of or Certain Debt of, any corporation existing at the time such
         corporation becomes a Restricted Subsidiary;

                  (2) Mortgages in favor of the Company or any Restricted
         Subsidiary;

                  (3) Mortgages in favor of any governmental body to secure
         progress, advance or other payments pursuant to any contract or
         provision of any statute, rule, regulation, decree, order or other
         applicable law;

                  (4) Mortgages on property, shares of Capital Stock or Certain
         Debt existing at the time of acquisition thereof (including acquisition
         through merger or consolidation) or to secure the payment of all or any
         part of the purchase price thereof or the cost of construction,
         substantial repair or alteration thereon or development or substantial
         improvement thereto or to secure any Certain Debt incurred prior to, at
         the time of, or within 180 days after (A) the acquisition of such
         property, shares of Capital Stock or Certain Debt or (B) in the case of
         real property the later of (x) the completion of construction,
         substantial repair or alteration thereon or development or substantial
         improvement thereto or (y) commencement of commercial operations on
         such property for the purpose of financing all or any part of the
         purchase price thereof or the cost of construction, substantial repair
         or alteration thereon or development or substantial improvement
         thereto;

                  (5) Mechanics', materialmen's, carriers' or other like liens
         arising in the ordinary course of business (including construction of
         facilities) in respect of obligations which are not due or which are
         being contested in good faith;

                  (6) Any Mortgage arising by reason of deposits with, or the
         giving of any form of security to, any governmental agency or any body
         created or approved by law or governmental regulations, which is
         required by law or governmental regulation as a condition to the
         transaction of any business, or the exercise of any privilege,
         franchise or license;

                  (7) Mortgages for taxes, assessments or governmental charges
         or levies not yet delinquent, or Mortgages for taxes, assessments or
         governmental charges or levies already delinquent but the validity of
         which is being contested in good faith;

                  (8) Mortgages (included judgment liens) arising in connection
         with legal proceedings so long as such proceedings are being contested
         in good faith and, in the case of judgment liens, execution thereon is
         stayed;

                  (9) Mortgages existing at the date of this Indenture;

                  (10) Mortgages securing Senior Debt; and


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<PAGE>

                  (11) Any extension, renewal or replacement (or successive
         extensions, renewals or replacements), as a whole or in part, of any
         Mortgage referred to in the foregoing clauses (1) to (10), inclusive;
         provided, however, that such extension, renewal or replacement Mortgage
         shall be limited to all or part of the same property, shares of Capital
         Stock or Certain Debt that secured the Mortgage extended, renewed or
         replaced (plus improvements on such property).

                  SECTION 1007. RESTRICTION ON SALES AND LEASEBACKS. The Company
covenants and agrees for the benefit of each series of Securities, other than
any series established pursuant to a Board Resolution or in one or more
supplemental indentures hereto which specifically provides otherwise, that it
will not itself, and will not permit any Restricted Subsidiary to enter into any
sale and leaseback transaction involving any Principal Property, unless after
giving effect thereto the aggregate amount of all Attributable Debt with respect
to all such transactions (plus all secured Certain Debt not otherwise permitted
by clauses 1 through 11 of Section 1006) would not exceed 10% of Consolidated
Net Assets.

                  This restriction will not apply to, and there shall be
excluded from Attributable Debt in any computation under such restriction, any
sale and leaseback transaction if

                  (a) the lease is for a period, including renewal rights, not
         in excess of three years,

                  (b) the sale or transfer of the Principal Property is made
         within 180 days after its acquisition or within 180 days after the
         later of (1) the completion of construction, substantial repair or
         alteration thereon or development or substantial improvement thereto,
         or (2) commencement of commercial operations thereon,

                  (c) the transaction is between the Company and a Restricted
         Subsidiary, or between Restricted Subsidiaries,

                  (d) the Company or a Restricted Subsidiary would be entitled
         to incur a Mortgage on such Principal Property pursuant to clauses 1
         through 11 of Section 1006, or

                  (e) the Company or a Restricted Subsidiary, within 180 days
         after the sale or transfer is completed, applies to the retirement of
         Funded Debt of the Company ranking on a parity with or senior to the
         Securities or Funded Debt of a Restricted Subsidiary, or to the
         purchase of other property which will constitute a Principal Property
         having a fair market value at least equal to the fair market value of
         the Principal Property leased, an amount equal to the greater of the
         net proceeds of the sale of the Principal Property or the fair market
         value (as determined by the Board of Directors) of the Principal
         Property leased at the time of entering into such arrangement (as
         determined by the Board of Directors).

                  SECTION 1008. STATEMENT AS TO COMPLIANCE. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year ending
after the first date of an Officers' Certificate providing for Securities of any
series pursuant to Section 301, a brief certificate of its principal executive
officer, principal financial officer or principal accounting officer stating
whether, to such officer's knowledge, the Company is in compliance with all


                                       69
<PAGE>

covenants and conditions to be complied with by it under this Indenture with
respect to each Outstanding series of Securities. For purposes of this Section
1008, such compliance shall be determined without regard to any period of grace
or requirement of notice under this Indenture.

                  SECTION 1009. WAIVER OF CERTAIN COVENANTS. The Company may
with respect to any Outstanding series of the Securities omit in any particular
instance to comply with any covenant or condition set forth in Section 1006,
Section 1007 and, as specified pursuant to Section 301(15) for Securities of any
series, in any covenants added pursuant to Section 301(14) or 301(15) in
connection with such series, if, before or after the time for such compliance,
the Holders of a majority in aggregate principal amount of the series at the
time Outstanding shall, by Act of such Holders, waive such compliance in such
instance with such covenant or condition, but no such waiver shall extend to or
affect such covenant or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such covenant or condition shall remain
in full force and effect.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                  SECTION 1101. APPLICABILITY OF ARTICLE. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and, except as otherwise specified as contemplated
by Section 301 for Securities of such series, in accordance with this Article.

                  SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The
election of the Company to redeem any series of Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Securities of any series, the Company shall,
not less than 30 days (or, if the Trustee is to give notice at the request of
the Company, 45 days) nor more than 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee in writing of such Redemption Date, and of the principal
amount of Securities of such series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

                  SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE
REDEEMED. If less than all the Securities of any series with the same terms are
to be redeemed, the particular Securities to be redeemed shall be selected not
more than 60 days and not less than 30 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series issued on such date with
the same terms not previously called for redemption, either pro rata, by lot or
by any other method as the Trustee shall deem fair and reasonable, and the
amounts to be redeemed may be equal to $1,000 or any integral multiple thereof.


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

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

                  SECTION 1104. NOTICE OF REDEMPTION. Notice of redemption shall
be given in the manner provided in Section 107, not less than 30 days nor more
than 60 days prior to the Redemption Date, unless a shorter period is specified
by the terms of such series established pursuant to Section 301, to each Holder
of Securities to be redeemed, but failure to give such notice in the manner
herein provided to the Holder of any 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 mailed to the Holders of Registered
Securities in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives the notice.

                  All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price and accrued interest, if any, to the
         Redemption Date payable as provided in Section 1106,

                  (3) 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,

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

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

                  (6) the Place or Places of Payment 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 accrued interest,
         if any,

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



                                       71
<PAGE>
                  (8) that, unless otherwise specified in such notice, Bearer
         Securities of any series, if any, surrendered for redemption must be
         accompanied by all coupons maturing subsequent to the date fixed for
         redemption or the amount of any such missing coupon or coupons will be
         deducted from the Redemption Price, unless security or indemnity
         satisfactory to the Company, the Trustee for such series and any Paying
         Agent is furnished,

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

                  (10) the CUSIP or CINS number of such Security, if any.

                  Notice of redemption of Securities to be redeemed 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, which it may not do
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 in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay
on the Redemption Date the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
or portions thereof which are to be redeemed on that date.

                  SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest, if any) such
Securities shall if the same were interest-bearing 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 Securities shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest, and provided further
that, unless otherwise specified as contemplated in Section 301,



                                       72
<PAGE>

installments of interest on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

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

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the Redemption Price shall, until paid,
bear interest from the Redemption Date at the rate of interest set forth in such
Security or, in the case of an Original Issue Discount Security, at the Yield to
Maturity of such Security.

                  So long as it is known to the Trustee that an Event of Default
is continuing hereunder, the Trustee shall not redeem any Securities of any
series pursuant to this Article (unless all outstanding Securities of such
series are to be redeemed) or mail or give any notice of redemption of
Securities except that, where the mailing of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall redeem or cause
to be redeemed such Securities, provided that it shall have received from the
Company a sum sufficient for such redemption. Except as aforesaid, any monies
theretofore or thereafter received by the Trustee shall, during the continuance
of such Event of Default, be deemed to have been collected under Article Five
and held for the payment of all such Securities. In case such Event of Default
shall have been waived as provided in Section 513 or the Default cured on or
before the sixtieth day preceding the Redemption Date, such monies shall
thereafter be applied in accordance with the provisions of this Article Eleven.

                  SECTION 1107. SECURITIES REDEEMED IN PART. Any Registered
Security which is to be redeemed only in part (pursuant to the provisions of
this Article or of Article Twelve) shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge a new Security or
Securities of the same series, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered. However, if
less than all the Securities of any series with differing issue dates, interest
rates and stated maturities are to be redeemed, the Company in its sole
discretion shall


                                       73
<PAGE>

select the particular Securities to be redeemed and shall notify the Trustee in
writing thereof at least 45 days prior to the relevant redemption date.


                                 ARTICLE TWELVE

                                  SINKING FUNDS

                  SECTION 1201. APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 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 such Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of any Securities
of any series, the cash amount of any mandatory sinking fund payment may be
subject to reduction as provided in Section 1202. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series.

                  SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES. The Company may, in satisfaction of all or any part of any mandatory
sinking fund payment with respect to the Securities of a series, (1) deliver
Outstanding Securities of such series (other than any previously called for
redemption) together in the case of any Bearer Securities of such series with
all unmatured coupons appertaining thereto and (2) 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 mandatory sinking fund
payment shall be reduced accordingly.

                  SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND. Not
less than 60 days, or such shorter period as may be acceptable to the Trustee,
prior to each sinking fund payment date for Securities of any series, 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 in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202, and the optional amount, if any, to be added in cash to the


                                       74
<PAGE>

next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered and credited. If such Officers'
Certificate shall specify an optional amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Company shall thereupon be obligated
to pay the amount therein specified. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107.


                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

                  SECTION 1301. APPLICABILITY OF ARTICLE. Repayment of
Securities of any series before their Stated Maturity at the option of Holders
thereof shall be made in accordance with the terms of such Securities and
(except as otherwise specified by the terms of such series established pursuant
to Section 301) in accordance with this Article.

                  SECTION 1302. REPAYMENT OF SECURITIES. Securities of any
series subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities, be
repaid at the Repayment Price thereof, together with interest, if any, thereon
accrued to the Repayment Date specified in or pursuant to the terms of such
Securities. The Company covenants that on or before the Repayment Date it will
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay the Repayment Price of, and (except
if the Repayment Date shall be an Interest Payment Date) accrued interest on,
all the Securities or portions thereof, as the case may be, to be repaid on such
date. The Company shall notify the Trustee in writing at least 30 days prior to
any Repayment Date.

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


                                       75
<PAGE>

minimum authorized denomination of Securities of the series of which such
Security to be repaid is a part. Except as otherwise may be provided by the
terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.

                  SECTION 1304. WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME
DUE AND PAYABLE. If Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by or pursuant to the terms of such Securities, such
Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date
therein specified, and on and after such Repayment Date (unless the Company
shall default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the Repayment Price of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable (but without interest thereon,
unless the Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

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

                  If any Security surrendered for repayment shall not be so
repaid upon surrender thereof, the Repayment Price shall, until paid, bear
interest from the Repayment Date at the rate of interest set forth in such
Security or, in the case of an Original Issue Discount Security, at the Yield to
Maturity of such Security.


                                       76
<PAGE>

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


                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 1401. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO
EFFECT DEFEASANCE OR COVENANT DEFEASANCE. Unless otherwise provided for pursuant
to Section 301 (a) defeasance of the Securities of any series under Section 1402
and (b) covenant defeasance of the Securities of any series under Section 1403,
together with the other provisions of this Article (with such modifications
thereto as may be specified pursuant to Section 301 with respect to any
Securities), shall be applicable to such Securities and any coupons appertaining
thereto, and the Company may at its option by Board Resolution, at any time,
with respect to such Securities and any coupons appertaining thereto, elect to
have Section 1402 (if applicable) or Section 1403 (if applicable) be applied to
such Outstanding Securities and any coupons appertaining thereto upon compliance
with the conditions set forth below in this Article.

                  SECTION 1402. DEFEASANCE AND DISCHARGE. Upon the Company's
exercise of the above option applicable to this Section with respect to any
series of Outstanding Securities, the Company shall be deemed to have been
discharged from its obligations and the provisions of Article Sixteen shall
cease to be effective with respect to all Outstanding Securities of such series
and any coupons appertaining thereto on the date the conditions set forth in
Section 1404 are satisfied (hereinafter, "defeasance"). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Outstanding Securities and any
coupons appertaining thereto, which shall thereafter be deemed to be
"Outstanding" only for the purposes of Section 1405 and the other Sections of
this Indenture referred to below in clauses (A) and (B) of this Section, and to
have satisfied all its other obligations with respect to such series and any
coupons appertaining thereto and this Indenture insofar as such series and any
coupons appertaining thereto are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding series and any coupons
appertaining thereto to receive, solely from the trust fund described in Section
1404 and as more fully set forth in such Section, payments in respect of the
principal of (and premium, if any) and interest, if any, on, such Securities and
any coupons appertaining thereto when such payments are due, (B) the Company's
obligations with respect to such series under Sections 304, 305, 306, 1002 and
1003 and with respect to the payment of additional amounts, if any, on such
series as contemplated by Section 1004, (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (D) this Article Fourteen. Subject
to compliance with this Article


                                       77
<PAGE>

Fourteen, the Company may exercise its option under this Section notwithstanding
the prior exercise of its option under Section 1403 with respect to such
Securities and any coupons appertaining thereto.

                  SECTION 1403. COVENANT DEFEASANCE. Upon the Company's exercise
of the above option applicable to this Section with respect to any Outstanding
series of Securities, the Company shall be released from its obligations under
Sections 1006 and 1007, the provisions of Article Sixteen shall cease to be
effective, and, if specified pursuant to Section 301, its obligations under any
other covenant, with respect to such Outstanding series and any coupons
appertaining thereto on and after the date the conditions set forth in Section
1404 are satisfied (hereinafter, "covenant defeasance"), and such series and any
coupons appertaining thereto shall thereafter be deemed to be not "Outstanding"
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with Sections 1006
and 1007, or such other covenant, but shall continue to be deemed "Outstanding"
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to such Outstanding series and any coupons appertaining
thereto, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section or
such other covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or such other covenant or by reason of
reference in any such Section or such other covenant to any other provision
herein or in any other document, and such omission to comply shall not
constitute a Default or an Event of Default under paragraph 501(c) (with respect
to Sections 1006 and 1007 or such other covenant), but, except as specified
above, the remainder of this Indenture and such Securities and any coupons
appertaining thereto shall be unaffected thereby.

                  SECTION 1404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.
The following shall be the conditions to application of Section 1402 or Section
1403 to any Outstanding series of Securities and any coupons appertaining
thereto:

                  (a) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfying the requirements of
Section 607 who shall agree to comply with the provisions of this Article
Fourteen applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities and any coupons appertaining
thereto, (1) an amount of cash (in such Currency in which such Securities and
any coupons appertaining thereto are then specified as payable at Stated
Maturity), or (2) Government Obligations applicable to such Securities and
coupons appertaining thereto (determined on the basis of the Currency in which
such Securities and coupons appertaining thereto are then specified as payable
at Stated Maturity) which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment of principal of (and
premium, if any) and interest, if any, on, such Securities and any coupons
appertaining thereto, money in an amount, or (3) a combination thereof in each
such case in an amount sufficient, in the opinion of a United States nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or other qualifying trustee) to pay and
discharge, (i) the principal of (and premium, if any) and interest, if any, on,
such Outstanding Securities and any coupons appertaining thereto on the Stated
Maturity of such


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<PAGE>

principal or installment of principal or interest and (ii) any mandatory sinking
fund payments or analogous payments applicable to such Outstanding Securities
and any coupons appertaining thereto on the day on which such payments are due
and payable in accordance with the terms of this Indenture and of such
Securities and any coupons appertaining thereto.

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

                  (c) No Default or Event of Default with respect to such
Securities and any coupons appertaining thereto shall have occurred and be
continuing on the date of such deposit or, insofar as Sections 501(e) and 501(f)
are concerned, at any time during the period ending on the 91st day after the
date of such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).

                  (d) In the case of an election under Section 1402, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of this Indenture, there has been a
change in the applicable United States federal income tax law, in either case to
the effect that, and based thereon such opinion shall confirm that, the Holders
of such Outstanding series of Securities and any coupons appertaining thereto
will not recognize income, gain or loss for federal income tax purposes as a
result of such defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred.

                  (e) Such defeasance or covenant defeasance shall not (A) cause
the Trustee for the Securities of such series to have a conflicting interest as
defined in Section 608 or for purposes of the TIA with respect to any securities
of the Company or (B) result in the trust arising from such deposit to
constitute, unless it is qualified as, a regulated investment company under the
Investment Company Act of 1940, as amended.

                  (f) In the case of an election under Section 1403, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding series of Securities and any coupons appertaining
thereto will not recognize income, gain or loss for United States federal income
tax purposes as a result of such covenant defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such covenant defeasance had not occurred.

                  (g) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance under Section 1402 or the covenant
defeasance under Section 1403 (as the case may be) have been complied with.

                  (h) The Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that after the 91st day following the deposit, the
trust funds established pursuant to this Article Fourteen will not be subject to
the effect of any applicable United States bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally (for the
limited


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purpose of the Opinion of Counsel referred to in this paragraph, such opinion
may contain an assumption that the conclusions contained in a customary solvency
letter by a nationally recognized appraisal firm, dated as of the date of the
deposit and taking into account such deposit, are accurate as of such date,
provided that such solvency letter is also addressed and delivered to the
Trustee).

                  (i) At the time of such deposit, (A) no default in the payment
of any principal of or premium or interest on any Senior Debt shall have
occurred and be continuing, (B) no event of default with respect to any Senior
Debt shall have resulted in such Senior Debt becoming, and continuing to be, due
and payable prior to the date on which it would otherwise have become due and
payable (unless payment of such Senior Debt has been made or duly provided for),
and (C) no other event of default with respect to any Senior Debt shall have
occurred and be continuing permitting (after notice or lapse of time or both)
the holders of such Senior Debt (or a trustee on behalf of such holders) to
declare such Senior Debt due and payable prior to the date on which it would
otherwise have become due and payable.

                  (j) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith pursuant to Section 301.

                  SECTION 1405. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE
HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of the
last paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404(a) in
respect of any Outstanding Securities of any series and any coupons appertaining
thereto shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any coupons appertaining
thereto of all sums due and to become due thereon in respect of principal (and
premium, if any) and interest, if any, but such money need not be segregated
from other funds except to the extent required by law.

                  Unless otherwise specified with respect to any series of
Security pursuant to Section 301, if, after a deposit referred to in Section
1404(a) has been made, (a) the Holder of a Security in respect of which such
deposit was made is entitled to, and does, elect pursuant to Section 312(b) or
the terms of such series to receive payment in a Currency other than that in
which the deposit pursuant to Section 1404(a) has been made in respect of such
series, or (b) a Conversion Event occurs as contemplated in Section 312(d) or
312(e) or by the terms of any Security in respect of which the deposit pursuant
to Section 1404(a) has been made, the indebtedness represented by such Security
and any coupons appertaining thereto shall be deemed to have been, and will be,
fully discharged and satisfied through the payment of the principal of (and
premium, if any) and interest, if any, on, such series of Security as the same
becomes due out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the


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<PAGE>

Currency in which such Security becomes payable as a result of such election or
Conversion Event based on the applicable Market Exchange Rate for such Currency
in effect on the second Business Day prior to each payment date, except, with
respect to a Conversion Event, for such Currency in effect (as nearly as
feasible) at the time of the Conversion Event.

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

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


                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

                  SECTION 1501. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A
meeting of Holders of Securities of a series of Securities which includes Bearer
Securities may be called at any time and from time to time pursuant to this
Article to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be made,
given or taken by Holders of Securities of such series.

                  SECTION 1502.  CALL, NOTICE AND PLACE OF MEETINGS.

                  (a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1501, to be held
at such time and at such place in the Borough of Manhattan, The City of New York
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 107, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

                  (b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the


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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 1503. PERSONS ENTITLED TO VOTE AT MEETINGS. To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Securities of such series, or
(2) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series by such Holder 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 1504. QUORUM; ACTION. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of not less than a specified percentage in principal amount
of the Outstanding Securities of a series, the Persons entitled to vote such
specified percentage in principal amount of the Outstanding Securities of such
series shall constitute a quorum. In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Securities of such series, be dissolved. In any other
case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1502(a), except that such notice need be given only
once not less than five days prior to the date on which the meeting is scheduled
to be reconvened. Notice of the reconvening of any adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.

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

                  Any resolution passed or decision taken at any meeting of
Holders of Securities of any series duly held in accordance with this Section
shall be binding on all the Holders of



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<PAGE>
Securities of such series and the related coupons, whether or not present or
represented at the meeting.

                  Notwithstanding the foregoing provisions of this Section 1504,
if any action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

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

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

                  SECTION 1505. DETERMINATION OF VOTING RIGHTS; CONDUCT AND
ADJOURNMENT OF MEETINGS.

                  (a) Notwithstanding any provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a series in regard to proof of the holding
of Securities of such series and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section
105(c) or Section 105(d), as applicable, and the appointment of any proxy shall
be proved in the manner specified in Section 105(a) or by having the signature
of the Person executing the proxy witnessed or guaranteed by any trust company,
bank or banker authorized by Section 105 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 105 or other proof.

                  (b) The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

                  (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 the
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


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the meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote, except as a Holder of a Security of such series or proxy.

                  (d) Any meeting of Holders of Securities of any series duly
called pursuant to Section 1502 at which a quorum is present pursuant to Section
1504 may be adjourned from time to time by Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series represented at
the meeting, and the meeting may be held as so adjourned without further notice.

                  SECTION 1506. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.
The vote upon any resolution submitted to any meeting of Holders of Securities
of any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record, at least in duplicate, of
the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
fact, setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1502 and, if applicable, Section 1504.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.


                                 ARTICLE SIXTEEN

                           SUBORDINATION OF SECURITIES

                  SECTION 1601. AGREEMENT TO SUBORDINATE. The Company covenants
and agrees, and each Holder of Securities issued hereunder by his acceptance
thereof likewise covenants and agrees, that all Securities shall be issued
subject to the provisions of this Article Sixteen; and each person holding any
Security, whether upon original issue or upon transfer, assignment or exchange
thereof accepts and agrees to be bound by such provisions.

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

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


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<PAGE>
                  SECTION 1602. DEFAULT ON SENIOR DEBT. In the event and during
the continuation of any default by the Company in the payment of principal,
premium, interest or any other payment due on any Senior Debt, or in the event
that the maturity of any Senior Debt has been accelerated because of a default,
then, in either case, no payment shall be made by the Company with respect to
the principal (including redemption payments) of or premium, if any, or interest
on the Securities until such default shall have been cured or waived in writing
or shall have ceased to exist or such Senior Debt shall have been discharged or
paid in full.

                  In the event of the acceleration of the maturity of the
Securities, then no payment shall be made by the Company with respect to the
principal (including redemption payments) of or premium, if any, or interest on
the Securities until the holders of all Senior Debt outstanding at the time of
such acceleration shall receive payment in full of such Senior Debt (including
any amounts due upon acceleration).

                  In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any Holder when such payment is prohibited
by the preceding paragraphs of this Section 1602, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Senior Debt or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear.

                  SECTION 1603. LIQUIDATION; DISSOLUTION; BANKRUPTCY. Upon any
payment by the Company or distribution of assets of the Company of any kind or
character, whether in cash property or securities, to creditors upon any
liquidation, dissolution, winding up, receivership, reorganization, assignment
for the benefit of creditors, marshaling of assets and liabilities or any
bankruptcy, insolvency or similar proceedings of the Company, all amounts due or
to become due upon all Senior Debt shall first be paid in full, in cash or cash
equivalents, or payment thereof provided for in accordance with its terms,
before any payment is made on account of the principal of, premium, if any, or
interest on the indebtedness evidenced by the Securities, and upon any such
liquidation, dissolution, winding up, receivership, reorganization, assignment,
marshaling or proceeding, any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to which the
Holders or the Trustee under this Indenture would be entitled except for the
provisions of this Article Sixteen, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders or by the Trustee under
this Indenture if received by them or it, directly to the holders of Senior Debt
(pro rata to such holders on the basis of the respective amounts of Senior Debt
held by such holders) or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any of
such Senior Debt may have been issued, as their respective interests may appear,
to the extent necessary to pay all Senior Debt in full (including, without
limitation, except to the extent, if any, prohibited by mandatory provisions of
law, post-petition interest, in any such proceedings), after giving effect to
any concurrent payment or distribution to or for the holders of Senior Debt,
before any payment or distribution is made to the holders of the indebtedness
evidenced by the Securities or to the Trustee under this Indenture.

                  In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities,


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<PAGE>
prohibited by the foregoing, shall be received by the Trustee under this
Indenture or the holders of the Securities before all Senior Debt is paid in
full or provision is made for such payment in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Debt or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Debt may have been issued,
as their respective interests may appear, for application to the payment of all
Senior Debt remaining unpaid until all such Senior Debt shall have been paid in
full in accordance with its terms, after giving effect to any concurrent payment
or distribution to or for the holders of such Senior Debt.

                  For purposes of this Article Sixteen, the words "cash,
property or securities" shall not be deemed to include shares of stock of the
Company as reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of arrangement, reorganization or
readjustment, the payment of which is subordinated (at least to the extent
provided in this Article Sixteen with respect to the Securities) to the payment
of all Senior Debt which may at the time be outstanding. The consolidation of
the Company with, or the merger of the Company into, another corporation or the
liquidation or dissolution of the Company following the conveyance or transfer
of its property as an entirety, or substantially as an entirety, to another
corporation upon the terms and conditions provided in Article Eight shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section if such other Person shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
Eight. Nothing in Section 1602 or this Section 1603 shall apply to claims of, or
payments to, the Trustee under or pursuant to Article Six, except as provided
therein. This Section shall be subject to the further provisions of Section
1606.

                  SECTION 1604. SUBROGATION OF SECURITIES. Subject to the
payment in full of all Senior Debt, the rights of the holders of the Securities
shall be subrogated to the rights of the holders of Senior Debt to receive
payments or distributions of cash, property or securities of the Company
applicable to the Senior Debt until the principal of, premium, if any, and
interest on the Securities shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of
any cash, property or securities to which the holders of the Securities or the
Trustee on their behalf would be entitled except for the provisions of this
Article Sixteen and no payment ever pursuant to the provisions of this Article
Sixteen to the holders of Senior Debt by holders of the Securities or the
Trustee on their behalf shall, as between the Company, its creditors other than
holders of Senior Debt and the holders of the Securities, be deemed to be a
payment by the Company to or on account of the Senior Debt; and no payments or
distributions of cash, property or securities to or for the benefit of the
Holders pursuant to the subrogation provisions of this Article Sixteen, which
would otherwise have been paid to the holders of Senior Debt shall be deemed to
be a payment by the Company to or for the account of the Securities. It is
understood that the provisions of this Article Sixteen are and are intended
solely for the purpose of defining the relative rights of the holders of the
Securities, on the one hand, and the holders of the Senior Debt, on the other
hand.

                  Nothing contained in this Article Sixteen or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as between the
Company, its creditors other than the holders of Senior Debt, and the holders of
the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the holders of the Securities the principal, premium,
if


                                       86
<PAGE>
any, and interest on the Securities as and when the same shall become due and
payable in accordance with their terms, or is intended to or shall affect the
relative rights of the holders of the Securities and creditors of the Company
other than the holders of the Senior Debt, nor shall anything herein or therein
prevent the Holder of any Security or the Trustee on his behalf from exercising
all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article Sixteen of the
holders of Senior Debt in respect of cash, property or securities of the Company
received upon the exercise of any such remedy.

                  Upon any payment or distribution of assets of the Company
referred to in this Article Sixteen, the Trustee, subject to the provisions of
Article Six, and the holders of the Securities shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which such
liquidation, dissolution, winding up, receivership, reorganization, assignment
or marshaling proceedings are pending, or a certificate of the receiver, trustee
in bankruptcy, liquidating trustee, agent or other person making such payment or
distribution, delivered to the Trustee or to the holders of the Securities, for
the purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Sixteen.

                  SECTION 1605. AUTHORIZATION BY HOLDERS. Each Holder of a
Security by his acceptance thereof authorizes and directs the Trustee in his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article Sixteen and appoints the Trustee his
attorney-in-fact for any and all such purposes.

                  SECTION 1606. NOTICE TO TRUSTEE. The Company shall give prompt
written notice to the Trustee and to any paying agent of any fact known to the
Company which would prohibit the making of any payment of moneys to or by the
Trustee or any paying agent in respect of the Securities pursuant to the
provisions of this Article Sixteen. Regardless of anything to the contrary
contained in this Article Sixteen or elsewhere in this Indenture, the Trustee
shall not be charged with knowledge of the existence of any Senior Debt or of
any default or event of default with respect to any Senior Debt or of any other
facts which would prohibit the making of any payment of moneys to or by the
Trustee, unless and until the Trustee shall have received notice in writing at
its principal Corporate Trust Office to that effect signed by an officer of the
Company, or by a holder or agent of a holder of Senior Debt who shall have been
certified by the Company or otherwise established to the reasonable satisfaction
of the Trustee to be such holder or agent, or by the trustee under any indenture
pursuant to which Senior Debt shall be outstanding, and, prior to the receipt of
any such written notice, the Trustee shall, subject to the provisions of Article
Six, be entitled to assume that no such facts exist; provided, however, that if
on a date at least three Business Days prior to the date upon which by the terms
hereof any such moneys shall become payable for any purpose (including, without
limitation, the payment of the principal of, or interest on any Security) the
Trustee shall not have received with respect to such moneys the notice provided
for in this Section 1606, then, regardless of anything herein to the contrary,
the Trustee shall have full power and authority to receive such moneys and to
apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary which may be received by it on or after
such prior date.


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

                  SECTION 1607. TRUSTEE'S RELATION TO SENIOR DEBT. The Trustee
and any agent of the Company or the Trustee shall be entitled to all the rights
set forth in this Article Sixteen with respect to any Senior Debt which may at
any time be held by it in its individual or any other capacity to the same
extent as any other holder of Senior Debt and nothing in this Indenture shall
deprive the Trustee or any such agent, of any of its rights as such holder.
Nothing in this Article Sixteen shall apply to claims of, or payments to, the
Trustee under or pursuant to Article Six.

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

                  SECTION 1608. NO IMPAIRMENT TO SUBORDINATION. No right of any
present or future holder of any Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders, without
incurring responsibility to the Holders and without impairing or releasing the
subordination provided in this Article Sixteen or the obligations hereunder of
the holders of the Securities to the holders of such Senior Debt, do any one or
more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, such Senior Debt, or otherwise
amend or supplement in any manner such Senior Debt or any instrument evidencing
the same or any agreement under which such Senior Debt is outstanding; (ii)
sell, exchange, release or otherwise deal with any property pledged, mortgaged


                                       88
<PAGE>

or otherwise securing such Senior Debt; (iii) release any Person liable in any
manner for the collection of such Senior Debt; and (iv) exercise or refrain from
exercising any rights against the Company, as the case may be, and any other
Person.

                  SECTION 1609. ARTICLE APPLICABLE TO PAYING AGENTS. In case at
any time any paying agent other than the Trustee shall have been appointed by
the Company and be then acting hereunder, the term "Trustee" as used in this
Article Sixteen shall in such case (unless the context otherwise requires) be
construed as extending to and including such paying agent within its meaning as
fully for all intents and purposes as if such paying agent were named in this
Article Sixteen in addition to or in place of the Trustee.

                  SECTION 1610. TRUST MONEYS NOT SUBORDINATED. Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of Governmental Obligations held in trust under Section 1405 of this Indenture
by the Trustee for the payment of principal of and interest on the Securities
shall not be subordinated to the prior payment of any Senior Debt or subject to
the restrictions set forth in this Article Sixteen, and none of the Holders
shall be obligated to pay over any such amount to the Company or any holder of
Senior Debt or any other creditor of the Company.



                                    * * * * *

                  This Indenture 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 Indenture.


                                       89
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective common or corporate seals to
be hereunto affixed and attested, all as of the day and year first above
written.

                                       AVNET, INC.

                                       By:
                                           ------------------------------------
                                               Name:
                                               Title:

[SEAL]

Attest:

------------------------
Name:
Title:

                                       BANK ONE TRUST COMPANY, N.A.
                                          as Trustee

                                       By:
                                           ------------------------------------
                                               Name:
                                               Title:

[SEAL]

Attest:

------------------------
Name:
Title:


<PAGE>

STATE OF  _________)
                   )   ss.:
COUNTY OF _________)

                  On the        day of             , 200_, before me personally
came , to me known, who, being by me duly sworn, did depose and say that s/he
resides at ; that s/he is a ________________ of AVNET, INC., one of the
corporations described in and which executed the above instrument; that s/he
knows the common seal of such corporation; that the seal affixed to said
instrument is such common seal; that it was so affixed pursuant to authority of
the Board of Directors of such corporation; and that s/he signed her/his name
thereto pursuant to like authority.

                                                    (NOTARIAL SEAL)

                                                    ---------------------------
STATE OF  _________)
                   )   ss.:
COUNTY OF _________)

                  On the     day of      , 200_, before me personally came , to
 me known, who, being by me duly sworn, did depose and say that s/he resides
at ; that s/he is of BANK ONE TRUST COMPANY, NA, one of the corporations
described in and which executed the above instrument; that s/he knows the
corporate seal of such corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed pursuant to authority of the Board
of Directors of such corporation; and that s/he signed her/his name thereto
pursuant to like authority.

                                                    (NOTARIAL SEAL)

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


<PAGE>
                                    EXHIBIT A

                         [FORM OF REGISTERED SECURITY]*


                                 [Form of Face]

                  [If an Original Issue Discount Security, insert any legend
required by the Internal Revenue Code and the Regulations thereunder.]

                                   AVNET, INC.

                           __________________________

No.  [R-] ___________________                           [U.S.  $] ______________

                  AVNET, INC., a corporation duly organized and existing under
the laws of the State of New York (herein called the "Company," which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to _______________________
____________________________________________________________ or registered
assigns the principal sum of ________________________ [United States] Dollars
on _____________________________ [If the Security is interest-bearing, insert- ,
and to pay interest thereon from ________________, _______ or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, [semi-annually in arrears on ___________________ and ______________________
in each year] [annually in arrears on _______________________ in each year],
commencing _____________________, ________ at the rate of ______% per annum,
until the principal hereof is paid or made available for payment [if applicable,
insert- , and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of ....% per annum on any overdue principal [and
premium, if any] and on any overdue installment of interest)]. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
______________________ [or _________________] (whether or not a Business Date)
[, as the case may be,] next preceding such Interest Payment Date. Except as
otherwise provided in the Indenture, any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

----------

* To be completed and supplemented to reflect the terms of any series of
Securities.


                                      A-1
<PAGE>
                  [If the Security is not to bear interest prior to Maturity,
insert- The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity, and in such case the overdue principal of this Security
shall bear interest at the rate of ....% per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such default in payment to the date payment of such principal has
been made or duly provided for. Interest on any overdue principal shall be
payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of ....% per annum (to the extent
that the payment of such interest shall be legally enforceable), which shall
accrue from the date of such demand for payment to the date payment of such
interest has been made or duly provided for, and such interest shall also be
payable on demand.] [Payment of the principal of [(and premium, if any)] and [if
applicable, insert- any such] interest on this Security will be made at [the
offices or agencies of the Company maintained for that purpose in
__________________________________, in such coin or currency [of the United
States of America] as at the time of payment is legal tender for payment of
public and private debt]. [If applicable, insert- ; provided, however, that at
the option of the Company payment of interest may be made by [United States
dollars] check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].]

                  [If Securities of the series are to be offered to United
States Aliens and, if applicable, insert- The Company will pay to the Holder of
this Security who is a United States Alien (as defined below) such additional
amounts as may be necessary in order that [If the Security is interest-bearing,
insert- every net payment of the principal of [(and premium, if any)] and
interest on this Security] [if the Security is not to bear interest prior to
Maturity, insert- (i) the net payment of principal of (and interest on overdue
principal, if any, on) this Security and (ii) the net proceeds from the sale or
exchange of this Security, including, in each case, amounts received in respect
of original issue discount], after deduction or withholding for or on account of
any present or future tax, assessment or other governmental charge imposed by
the United States (as defined below) or any political subdivision or taxing
authority thereof or therein upon or as a result of such payment [If the
Security is not to bear interest prior to Maturity, insert- or as a result of
such sale or exchange], will not be less than the amount provided for in this
Security to be then due and payable [If the Security is not to bear interest
prior to Maturity, insert- or, in the case of a sale or exchange, the amount of
the net proceeds from the sale or exchange before any such tax, assessment or
other governmental charge); provided, however, that the foregoing obligation to
pay additional amounts will not apply to any one or more of the following:

                  (a) any tax, assessment or other governmental charge which
         would not have been so imposed but for (i) the existence of any present
         or former connection between such Holder (or between a fiduciary,
         settlor, beneficiary, member of, or possessor of a power over, or
         shareholder of such Holder, if such Holder is an estate, a trust, a
         partnership or a corporation) and the United States, including, without
         limitation, such Holder (or such fiduciary, settlor, beneficiary,
         member, possessor or shareholder being or having been a citizen or
         resident or treated as a resident thereof, or being or having been
         engaged in trade or business or present therein, or having or having
         had a permanent establishment therein, or (ii) such Holder's present or
         former status as a personal holding company, a foreign personal holding
         company, a controlled foreign corporation for


                                      A-2
<PAGE>

         United States tax purposes or a corporation which accumulates earnings
         to avoid United States federal income tax;

                  (b) any tax, assessment or other governmental charge imposed
         [if the Security is interest-bearing, insert- on interest received by a
         Person holding, actually or constructively, 10% or more of the total
         combined voting power of all classes of stock of the Company entitled
         to vote or on interest received by a bank on an extension of credit
         made pursuant to a loan agreement entered into in the ordinary course
         of its trade or business, within the meaning of section 881(c)(3)(A) of
         the Internal Revenue Code of 1986, as amended (the "Code")] [if the
         Security is not to bear interest prior to Maturity insert- by reason of
         such Holder's past or present status as the actual or constructive
         owner of 10% or more of the total combined voting power of all classes
         of stock of the Company entitled to vote or on interest received by a
         bank on an extension of credit made pursuant to a loan agreement
         entered into the ordinary course of its trade or business, within the
         meaning of section 881(c)(3)(A) of the Code];

                  (c) any tax, assessment or other governmental charge which
         would not have been imposed but for the failure to comply with any
         certification, identification or other reporting requirements
         concerning the nationality, residence, identity or connection with the
         United States of the Holder or beneficial owner of this Security, if
         compliance is required by statute or by regulation of the United States
         as a precondition to exemption from such tax, assessment or other
         governmental charge;

                  (d) any estate, inheritance, gift, sales, transfer, personal
         property or any similar tax, assessment or governmental charge;

                  (e) any tax, assessment or other governmental charge which is
         payable otherwise than by deduction or withholding from payments of [if
         the Security is interest-bearing, insert- principal of [(and premium,
         if any)] or interest on this Security] [If the Security is not to bear
         interest prior to Maturity, insert- principal of (or interest on
         overdue principal, if any, on) this Security or from payments from the
         proceeds of a sale or exchange of this Security]; or

                  (f) any tax, assessment or other governmental charge which
         would not have been so imposed but for the presentation by the Holder
         of this Security for payment on a date more than 15 days after the date
         on which such payment became due and payable or the date on which
         payment thereof is duly provided for, whichever occurs later;

nor will additional amounts be paid with respect to any payment of [if the
Security is interest-bearing, insert- principal of [(and premium, if any)] or
interest on this Security] [if the Security is not to bear interest prior to
Maturity, insert- principal of (or interest on overdue principal, if any, on)
this Security or of the proceeds of any sale or exchange of this Security] to
any United States Alien who is a fiduciary or partnership or other than the sole
beneficial owner of any such payment to the extent that a beneficiary or settlor
with respect to such fiduciary, a member of such a partnership or the beneficial
owner would not have been entitled to the additional amounts had such
beneficiary, settlor, member or beneficial owner been the Holder of this
Security. In the case of net proceeds from the sale or exchange of a Bearer
Security, additional amounts with


                                      A-3
<PAGE>

respect to such net proceeds shall not (a) exceed additional amounts that would
have been payable if the Bearer Security had been redeemed for its issue price
plus accrued original issue discount at the time of such sale or exchange or (b)
be paid in respect of any sale or exchange occurring after the date fixed for
redemption of such Security. Except as previously provided herein with respect
to Bearer Securities, the Company shall not be required to make any payment with
respect to any tax, assessment or other governmental charge imposed by any
government or any political subdivision or taxing authority thereof or therein
and may make such withholdings and deductions on account of any such charge as
may be required by applicable law or regulation. The term "United States Alien"
means any Person who, for United States federal income tax purposes, is a
foreign corporation, a non-resident alien individual, a non-resident alien
fiduciary of a foreign estate or trust or a foreign partnership one or more of
the members of which is, for United States federal income tax purposes, a
foreign corporation, a non-resident alien individual or a non-resident alien
fiduciary of a foreign estate or trust, and the term "United States" means the
United States of America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction.]

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

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

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

Dated:
      --------------------

                                                     AVNET, INC.


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

Attest:

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


                                      A-4
<PAGE>

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

                                               BANK ONE TRUST COMPANY, N.A.,
                                                  as Trustee


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


                                [Form of Reverse]

                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of ________________ (herein called
the "Indenture"), between the Company and Bank One Trust Company, N.A., as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities [If the Securities of the series are issuable as
Bearer Securities, insert- and any coupons appertaining thereto] and of the
terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof[, limited in
aggregate principal amount to [U.S.] [$] ______________]. The Securities of this
series are issuable as [Bearer Securities] [, with interest coupons attached,]
in the denomination of [If Securities of the series are issuable as Bearer
Securities, insert- [U.S. $] __________, and] [only] Registered Securities,
without coupons in denominations of [U.S. $]_____________, and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth [Bearer Securities and Registered] Securities of
this series are exchangeable for a like aggregate principal amount of
[Registered] Securities of this series and of like tenor of any authorized
denominations, as requested by the Holder surrendering the same, upon surrender
of the Security or Securities to be exchanged at [any office or agency described
below where Registered Securities of this series may be presented for
registration of transfer]. [Bearer Securities may not be issued in exchange for
Registered Securities.]

                  The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Debt of the Company, and this Security is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.

                  [If applicable, insert- The Securities of this series are
subject to redemption [(1)] [If applicable, insert- on __________ in any year
commencing with the year __________ and ending with the year __________ through
operation of the sinking fund for this series at a Redemption Price equal to
[100% of the principal amount] [or insert formula for determining the


                                      A-5
<PAGE>

amount], [and] (2) [If applicable, insert- at any time [on or after __________,
20__], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If
redeemed [or before __________, ____% and if redeemed] during the 12-month
period beginning __________ of the years indicated,


Year             Redemption Price            Year              Redemption Price


and thereafter at a Redemption Price equal to ________% of the principal
amount,] [If applicable, insert- [and (____)] under the circumstances described
in the next [two] succeeding paragraph[s] at a Redemption Price equal to [100%
of the principle amount,] [or insert formula for determining the amount]] [If
the Security is interest-bearing, insert- , together in the case of any such
redemption [If applicable, insert- (whether through operation of the sinking
fund or otherwise)] with accrued interest to the Redemption Date; provided,
however, that installments of interest on this Security whose Stated Maturity is
on or prior to such Redemption Date will be payable to the Holder of this
Security, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture].

                  [If applicable, insert- The Securities of this series are
subject to redemption (1) on __________ in any year commencing with the year
____ and ending with the year ____ through operation of the sinking fund for
this series at the Redemption Prices for redemption through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below, and (2) at any time [on or after __________, ____], as a whole or
in part, at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below: If redeemed during the
12-month period beginning __________ of the years indicated,


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


and thereafter at a Redemption Price equal to __________% of the principal
amount, [If applicable, insert- and (3) under the circumstances described in the
next [two] succeeding paragraph[s] at a Redemption Price equal to [100% of the
principal amount] [or insert formula for determining the amount]] [If the
Security is interest-bearing, insert- , together in the case of any such
redemption (whether through operation of the sinking fund or otherwise) with
accrued interest to the Redemption Date; provided, however, that installments of
interest on this Security whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holder of this Security, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture].]

                  [Partial redemption must be made in an amount not less than
[U.S. $1,000] principal amount of Securities.]


                                      A-6
<PAGE>

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

                  [If Securities of the series are to be offered to United
States Aliens, insert- The Securities may be redeemed, as a whole but not in
part, at the option of the Company, at a Redemption Price [equal to 100% of
their principal amount] [determined as set forth in the [preceding] paragraph]
[If the Security is interest-bearing, insert- , together with interest accrued
to the date fixed for redemption,] if (i), as a result of any amendment to, or
change in, the laws or regulations of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation, or any
amendment to or change in an official interpretation or application of such laws
or regulations, which amendment or change ("Tax Law Change") is effective on or
after __________, ____, the Company has or will become obligated to pay
additional amounts (as described in the face hereof] [If the Security is
interest-bearing, insert- on the next succeeding Interest Payment Date] [If the
Security is not to bear interest prior to Maturity, insert- at Maturity or upon
the sale or exchange of any Security]; provided that, at the time such notice is
given, such obligation to pay such additional amounts remains in effect, or (ii)
in the written opinion of independent counsel selected by the Company there is a
substantial likelihood that the Company has or will become obligated to pay such
additional amounts as a result of any action taken by any taxing authority or of
any action brought in a court of competent jurisdiction in the United States or
any political subdivision thereof or therein, including any of the actions
described in (i) above, whether or not such action has been taken or brought
with respect to the Company, or as a result of any officially proposed Tax Law
Change, which action or proposed change occurs after _______________].

                  [If the Securities of the series are issuable as Bearer
Securities and if applicable, insert- In addition, if the Company determines,
based upon a written opinion of independent counsel selected by the Company,
that any payment made outside the United States by the Company or any of its
Paying Agents of the full amount of principal, [(premium, if any)] or interest,
if any, due with respect to any Bearer Security or coupon would, under any
present or future laws or regulations of the United States, be subject to any
certification, identification or other reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Security or coupon who is a United States Alien
(as defined on the face hereof (other than such a requirement (a) which would
not be applicable to a payment made by the Company or any one of its Paying
Agents (i) directly to the beneficial owner or (ii) to any custodian, nominee or
other agent of the beneficial owner, or (b) which can be satisfied by the
custodian, nominee or other agent certifying that the beneficial owner is a
United States Alien, provided in each case referred to in clauses (a)(ii) and
(b) that payment by such custodian, nominee or other agent of such beneficial
owner is not otherwise subject to any such requirement), the Company at its
election will either (x) redeem the Securities, as a whole but not in part, at a
Redemption Price [equal to 100% of their principal amount] [determined as set
forth in the [next preceding] paragraph,] together with interest accrued to the
date fixed for redemption, or (y) if and so long as any such certification,
identification or other reporting requirement would be fully satisfied by
payment of a backup withholding tax or similar charge,


                                      A-7
<PAGE>

pay to the Holders of Bearer Securities who are United States Aliens certain
additional amounts specified in the Bearer Securities of this series. The
Company will make such determination and election and notify the Trustee thereof
as soon as practicable, and the Trustee will promptly give notice of such
determination in the manner provided below (the "Determination Notice"), in each
case stating the effective date of such certification, identification or other
reporting requirement, whether the Company will redeem the Securities or will
pay to the Holders of Bearer Securities who are United States Aliens the
additional amounts specified in the Bearer Securities of this series and (if
applicable) the last day by which the redemption of the Securities must take
place. If the Company elects to redeem the Securities, such redemption shall
take place on such date, not later than one year after publication of the
Determination Notice, as the Company elects by notice to the Trustee at least 60
days before such date, unless shorter notice is acceptable to the Trustee.
Notwithstanding the foregoing, the Company will not so redeem the Securities if
the Company, based upon an opinion of independent counsel selected by the
Company subsequently determines, not less than 10 days prior to the date fixed
for redemption, that subsequent payments would not be subject to any such
requirement, in which case the Company will notify the Trustee, which will
promptly give notice of that determination in the manner provided below, and any
earlier redemption notice will thereupon be revoked and of no further effect. If
the Company elects as provided in clause (y) above to pay such additional
amounts to the Holders of Bearer Securities who are United States Aliens, and as
long as the Company is obligated to pay such additional amounts to such Holders,
the Company may subsequently redeem the Securities, at any time, as a whole but
not in part, at a Redemption Price [equal to 100% of their principal amount]
[determined as set forth in the next preceding paragraph,] together with
interest accrued to the date fixed for redemption, but without reduction for
applicable United States withholding taxes.]

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

                  [Notice of redemption will be given by mail to Holders of [If
the Securities of the series are issuable as Bearer Securities, insert-
Registered] Securities, not more than 60 days nor less than 30 days prior to the
date fixed for redemption, all as provided in this Indenture.]

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

                  If an Event of Default with respect to Securities of this
series shall occur and be continuing, [the] [If an Original Issue Discount
Security, insert- an amount of] principal of the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture. [If an Original Issue Discount Security, insert- Such amount shall be
equal to -insert formula for determining the amount. Upon payment (i) of the
amount of


                                      A-8
<PAGE>

principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and interest, if any, on the
Securities of this series shall terminate.]

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

                  As set forth in, and subject to the provisions of the
Indenture, no Holder of any Security of this series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder shall have previously given written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of the Outstanding Securities
of this series a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of [(and premium, if any)] and [any]
interest on this Security on or after the respective due dates expressed herein.

                  No reference herein to the Indenture and no provisions of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of [(and
premium, if any)] and [any] interest [(including additional amounts, as
described on the face hereof)] on this Security at the times, place[s] and rate,
and in the coin or currency, herein prescribed.

                  [Title to Bearer Securities shall pass by delivery.] As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of [this] [Registered] Security is registrable in the Security
Register, upon surrender of [this] [Registered] Security for registration of
transfer at the office or agency of the Company in [any place where the
principal of [(and premium, if any)] and [any] interest on such Security are
payable], duly endorsed by, or


                                      A-9
<PAGE>

accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new [If the
Securities of the series are issuable as Bearer Securities, insert- Registered]
Securities of this series and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.

                  [If the Securities of the series are not issuable as Bearer
Securities insert- The Securities of this series are issuable only in registered
form, without coupons, in denominations of [$]__________ and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.]

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

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

                  Notwithstanding anything in the Indenture or in the terms of
this Security to the contrary, the exchange of this Security for a Registered
Security will be subject to satisfaction of the provisions of the United States
tax laws in effect at the time of the exchange. Neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be required to
exchange this Security for a Registered Security if (i) as a result thereof and
in the Company's judgment, the Company would incur adverse consequences under
then applicable United States Federal income tax laws and (ii) in the case of
the Trustee or any agent of the Company or the Trustee, the Company shall have
delivered to such Person an Officers' Certificate and an Opinion of Counsel as
to the matters set forth in clause (i) above.

                  The Indenture, [and] the Securities and [If the Securities of
the series are issuable as Bearer Securities, insert- any coupons appertaining
thereon] shall be governed by and construed in accordance with the laws of the
State of New York, without giving effect to the conflicts of laws provisions
thereof.

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


                                      A-10
<PAGE>
                                    EXHIBIT B

                            [FORM OF BEARER SECURITY
                          AND FORM OF RELATED COUPON]*


                                 [Form of Face]

                  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE
[If an Original Issue Discount Security, insert any legend required by the
Internal Revenue Code and the Regulations thereunder.]

                                   AVNET, INC.

                              ___________________

No.  B___________________                              [U.S. $_________________]

                  AVNET, INC., a corporation duly organized and existing under
the laws of the State of New York (herein called the "Company", which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to bearer upon presentation
and surrender of this Security the principal sum of __________________________
[United States dollars] on _________________________ [if the Security is
interest-bearing, insert- , and to pay interest thereon, from the date hereof,
[semi-annually in arrears on _______________________ and ___________________ in
each year] [annually in arrears on ___________________ in each year], commencing
_____________________, _____________, at the rate of _____% per annum, until
the principal hereof is paid or made available for payment [if applicable,
insert- , and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of _____% per annum on any overdue principal and
premium and on any overdue installment of interest)].

                  [If the Security is not to bear interest prior to Maturity,
insert- The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity, and in such case the overdue principal of this Security
shall bear interest at the rate of ______% per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such default in payment to the date payment of such principal has
been made or duly provided for. Interest on any overdue principal shall be
payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of ______% per annum (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such demand for payment to the date payment of
such interest has been made or duly provided

----------

* To be completed and supplemented to reflect the terms of any series of
Securities.


                                      B-1
<PAGE>

for, and such interest shall also be payable on demand.] Such payments
[(including premium, if any)] shall be made, subject to any laws or regulations
applicable thereto and to the right of the Company (limited as provided in the
Indenture) to rescind the designation of any such Paying Agent, at the [main]
office of _____________ in ___________, ___________ in ___________, _________ in
___________, ___________ in __________ and __________ in ___________, or at such
other offices or agencies outside the United States (as defined below) as the
Company may designate, at the option of the Holder, by [United States dollar]
check drawn on a bank in The City of New York or by transfer of [United States
dollars] to an account maintained by the payee with a bank located outside the
United States. [If the Security is interest-bearing, insert- Interest on this
Security due on or before Maturity shall be payable only upon presentation and
surrender at such an office or agency of the interest coupons hereto attached as
they severally mature.] No payment of principal [, or] [premium] [or interest]
on this Security 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 [If
the Security is denominated and payable in United States dollars, insert- ;
provided, however, that payment of principal of [(and premium, if any)] and
[any] interest on this Security (including any additional amounts which may be
payable as provided below) shall be made at the office of the Company's Paying
Agent in the United States of America, if (but only if) payment in United States
dollars of the full amount of such principal[, premium] [, interest] or
additional amounts, as the case may be, at all offices or agencies outside
United States maintained for the purpose by the Company in accordance with the
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions, as determined by the Company].

                  The Company will pay to the Holder of this Security [if the
Security is interest-bearing, insert- or any coupon appertaining hereto] who is
a United States Alien (as defined below) such additional amounts as may be
necessary in order that [If the Security is interest-bearing, insert- every net
payment of the principal of [(and premium, if any)] and interest on this
Security] [If the Security is not to bear interest prior to Maturity, insert-
(i) the net payment of principal of (and interest on overdue principal, if any,
on) this Security and (ii) the net proceeds from the sale or exchange of this
Security, including, in each case, amounts received in respect of original issue
discount], after deduction or withholding for or on account of any present or
future tax, assessment or other governmental charge imposed by the United States
or any political subdivision or taxing authority thereof or therein upon or as a
result of such payment [If the Security is not to bear interest prior to
Maturity, insert- or as a result of such sale or exchange], will not be less
than the amount provided for in this Security [If the Security is
interest-bearing, insert- or, in the case of a sale or exchange, the amount of
the net proceeds from the sale or exchange before any such tax, assessment or
other governmental charge]; provided, however, that the foregoing obligation to
pay additional amounts will not apply to any one or more of the following:

                  (a) any tax, assessment or other governmental charge which
         would not have been so imposed but for (i) the existence of any present
         or former connection between such Holder (or between a fiduciary,
         settlor, beneficiary, member of, or possessor of a power over, or
         shareholder of such Holder, if such Holder is an estate, a trust, a
         partnership or a corporation) and the United States, including, without
         limitation, such Holder (or such fiduciary, settlor, beneficiary,
         member, possessor or shareholder) being or having been a citizen or
         resident or treated as a resident thereof, or being or having



                                      B-2
<PAGE>
         been engaged in trade or business or present therein, or having or
         having had a permanent establishment therein, or (ii) such Holder's
         present or former status as a personal holding company, a foreign
         personal holding company, a controlled foreign corporation for United
         States tax purposes or a corporation which accumulates earnings to
         avoid United States federal income tax;

                  (b) any tax, assessment or other governmental charge imposed
         [If the Security is interest-bearing, insert- on interest received by a
         Person holding, actually or constructively, 10% or more of the total
         combined voting power of all classes of stock of the Company entitled
         to on interest received by a bank on an extension of credit made
         pursuant to a loan agreement entered into in the ordinary course of its
         trade or business, within the meaning of section 881(c)(3)(A) of the
         Internal Revenue Code of 1986, as amended (the "Code")] [If the
         Security is not to bear interest prior to Maturity, insert- by reason
         of such Holder's past or present status as the actual or constructive
         owner of 10% or more of the total combined voting power of all classes
         of stock of the Company entitled to vote or on interest received by a
         bank on an extension of credit made pursuant to a loan agreement
         entered into in the ordinary course of its trade or business, within
         the meaning of section 881(c)(3)(A) of the Code];

                  (c) any tax, assessment or other governmental charge which
         would not have been imposed but for the failure to comply with any
         certification, identification or other reporting requirements
         concerning the nationality, residence, identity or connection with the
         United States of the Holder or beneficial owner of this Security [If
         the Security is interest-bearing, insert- or any coupon appertaining
         hereto], if compliance is required by statute or by regulation of the
         United States as a precondition to exemption from such tax, assessment
         or other governmental charge;

                  (d) any estate, inheritance, gift, sales, transfer, personal
         property or any similar tax, assessment or governmental charge;

                  (e) any tax, assessment or other governmental charge which is
         payable otherwise than by deduction or withholding from payments of [If
         the Security is interest-bearing, insert- principal of [(and premium,
         if any)] or interest on this Security.] [If the Security is not to bear
         interest prior to Maturity, insert- principal of (or interest on
         overdue principal, if any, on) this Security or from payments from the
         proceeds of a sale or exchange of this Security]; or

                  (f) any tax, assessment or other governmental charge which
         would not have been so imposed but for the presentation by the Holder
         of this Security [If Security is interest-bearing, insert- or any
         coupon appertaining hereto] for payment on a date more than 15 days
         after the date on which such payment became due and payable or the date
         on which payment thereof is duly provided for, whichever occurs later;

nor will additional amounts be paid with respect to any payment of [If the
Security is interest-bearing, insert- principal of [(and premium, if any)] or
interest on this Security] [If the Security is not to bear interest prior to
Maturity, insert principal of (or interest on overdue principal, if any, on)
this Security or of the proceeds of any sale or exchange of this Security] to
any United States


                                      B-3
<PAGE>

Alien who is a fiduciary or partnership or other than the sole beneficial owner
of any such payment to the extent that a beneficiary or settlor with respect to
such fiduciary, a member of such a partnership or the beneficial owner would not
have been entitled to the additional amounts had such beneficiary, settlor,
member or beneficial owner been the Holder of this Security [If the Security is
interest-bearing, insert- or any coupon appertaining hereto]. In the case of net
proceeds from the sale or exchange of a Bearer Security, additional amounts with
respect to such net proceeds shall not (a) exceed additional amounts that would
have been payable if the Bearer Security had been redeemed for its issue price
plus accrued original issue discount at the time of such sale or exchange or (b)
be paid in respect of any sale or exchange occurring after the date fixed for
redemption of such Security. Except as previously provided herein with respect
to Bearer Securities, the Company shall not be required to make any payment with
respect to any tax, assessment or other governmental charge imposed by any
government or any political subdivision or taxing authority thereof or therein
and may make such withholdings and deductions on account of any such charge as
may be required by applicable law or regulation. The term "United States Alien"
means any Person who, for United States federal income tax purposes, is a
foreign corporation, a non-resident alien individual, a non-resident alien
fiduciary of a foreign estate or trust, or a foreign partnership one or more of
the members of which is, for United States federal income tax purposes, a
foreign corporation, a non-resident alien individual or a non-resident alien
fiduciary of a foreign estate or trust, and the term "United States" means the
United States of America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction.

                  [Notwithstanding the foregoing, if and so long as a
certification, identification or other reporting requirement referred to in the
[fourth] [fifth] paragraph on the reverse hereof would be fully satisfied by
payment of a backup withholding tax or similar charge, the Company may elect, by
so stating in the Determination Notice (as defined in such paragraph), to have
the provisions of this paragraph apply in lieu of the provisions of such
paragraph. In such event, the Company will pay as additional amounts such
amounts as may be necessary so that every net payment made following the
effective date of such requirements outside the United States by the Company or
any of its Paying Agents of principal [(and premiums, if any)] [If the Security
is interest-bearing, insert- or interest] due in respect of any Bearer Security
[If the Security is interest-bearing, insert- or any coupon] of which the
beneficial owner is a United States Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be disclosed to the
Company, any Paying Agent or any governmental authority), after deduction or
withholding for or on account of such backup withholding tax or similar charge
other than a backup withholding tax or similar charge which is (i) the result of
a certification, identification or other reporting requirement described in the
second parenthetical clause of such paragraph, or (ii) imposed as a result of
the fact that the Company or any of its Paying Agents has actual knowledge that
the beneficial owner of such Bearer Security [If the Security is
interest-bearing, insert- or any coupon] is within the category of Persons
described in clause (a) of the [third] paragraph of this Security, or (iii)
imposed as a result of presentation of such Bearer Security [If the Security is
interest-bearing, insert- or coupon] for payment more than 15 days after the
date on which such payment becomes due and payable or on which payment thereof
is duly provided for, whichever occurs later, will not be less than the amount
provided for in such Bearer Security [If the Security is interest- bearing,
insert- or coupon] to be then due and payable.]


                                      B-4
<PAGE>
                  Reference is made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof, or through an
authenticating agent, by manual signature of an authorized signatory, neither
this Security, nor any coupon appertaining hereto, shall be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal and coupons bearing the facsimile
signature of [its Treasurer] [one of its Assistant Treasurers] to be annexed
hereto.

Dated as of                , 200
            ---------------     -
                                               AVNET, INC.


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

Attest:

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


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

                                               BANK ONE TRUST COMPANY, N.A.,
                                                  as Trustee


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


                                [Form of Reverse]

                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of ________________ (herein called
the "Indenture"), between the Company and Bank One Trust Company, NA, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to [U.S. $]______]. The Securities of this series are
issuable as Bearer Securities, with interest coupons attached, in the
denomination of


                                      B-5
<PAGE>
[U.S. $_________________[, and as Registered Securities, without coupons, in
denominations of [U.S. $]____________ and any integral multiple thereof.] [As
provided in the Indenture and subject to certain limitations therein set forth,
Bearer Securities and Registered Securities of this series are exchangeable for
a like aggregate principal amount of Registered Securities of this series and of
like tenor of any authorized denominations, as requested by the Holder
surrendering the same, upon surrender of the Security or Securities to be
exchanged, with all unmatured coupons and all matured coupons in default thereto
appertaining, at any office or agency described below where Registered
Securities of this series may be presented for registration of transfer,
provided, however, that Bearer Securities surrendered in exchange for Registered
Securities between a Record Date and the relevant Interest Payment Date shall be
surrendered without the coupon relating to such Interest Payment Date. Bearer
Securities may not be issued in exchange for Registered Securities.]

                  The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Debt of the Company, and this Security is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.

                  [If applicable, insert- The Securities of this series are
subject to redemption [(1)] [If applicable, insert- on (1) ____________ in any
year commencing with the year ____________ and ending with the year ___________
through operation of the sinking fund for this series at a Redemption Price
equal to [100% of the principal amount] [or Insert formula for determining the
amount], and (2)] [If applicable, insert- at any time [on or after ___________,
______], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If
redeemed [or before ___________, _______%, and if redeemed] during the 12-month
period beginning ____________________ of the years indicated,


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

and thereafter at a Redemption Price equal to ______% of the principal amount,]
[and (________)] (under the circumstances described in the next [two] succeeding
paragraph[s] at a Redemption Price equal to [100% of the principal amount] [or
insert formula for determining the amount] [If the Security is interest-bearing,
insert- , together in the case of any such redemption [If applicable, insert-
(whether through operation of the sinking fund or otherwise)] with accrued
interest to the Redemption Date; provided, however, that interest installments
on this Security whose Stated Maturity is on or prior to such Redemption Date
will be payable only upon presentation and surrender of coupons for such
interest (at an office or agency located outside the United States, except as
herein provided otherwise)].]

                  [If applicable, insert- The Securities of this Series are
subject to redemption (1) on _________ in any year commencing with the year ____
and ending with the year _________ through operation of the sinking fund for
this series at the Redemption Prices for redemption through


                                      B-6
<PAGE>
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below, and (2) at any time [on or after _____, _____], as
a whole or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed
during the 12-month period beginning ______________ of the years indicated.


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

and thereafter at a Redemption Price equal to ____% of the principal amount, and
(3) under the circumstances described in the next [two] succeeding paragraph[s]
at a Redemption Price equal to 100% of the principal amount [or insert formula
for determining the amount] [If the Security is interest-bearing, insert-
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date;
provided, however, that interest installments on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable only upon
presentation and surrender of coupons for such interest (at an office or agency
located outside the United States, except as herein provided otherwise].]

                  [Partial redemption must be in an amount not less than [U.S.
$5,000] principal amount of Securities.] [Notwithstanding the foregoing, the
Company may not, prior to _____________, redeem any Securities of this series as
contemplated by clause [(2)] above as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than ____% per annum.]

                  [The Securities may be redeemed, as a whole but not in part,
at the option of the Company, at a Redemption Price [equal to 100% of their
principal amount] [determined as set forth in the [preceding] paragraph] [If the
Security is interest-bearing, insert- , together with interest accrued to the
date fixed for redemption,] if (i), as a result of any amendment to, or change
in, the laws or regulations of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, or any amendment to or
change in an official interpretation or application of such laws or regulations,
which amendment or change ("Tax Law Change") is effective on or after
____________, _____, the Company has or will become obligated to pay additional
amounts (as described on the face hereof) [If the Security is interest-bearing,
insert- on the next succeeding Interest Payment Date] [If the Security is not to
bear interest prior to Maturity, insert- at Maturity or upon the sale or
exchange of any Security] at the time such notice is given, such obligation to
pay such additional amounts remains in effect or (ii) in the written opinion of
independent counsel selected by the Company there is a substantial likelihood
that the Company has or will become obligated to pay such additional amounts as
a result of any action taken by any taxing authority or of any action brought in
a court of competent jurisdiction in the United States or any political
subdivision thereof or therein, including any of the actions described in (i)
above, whether or not such action has been taken or brought with respect to the
Company, or as a result of any officially proposed Tax Law Change, which action
or proposed change occurs after _____________________


                                      B-7
<PAGE>

                  [If applicable, insert- In addition, if the Company
determines, based upon a written opinion of independent counsel selected by the
Company, that any payment made outside the United States by the Company or any
of its Paying Agents of the full amount of principal [(, premium, if any)] or
interest due with respect to any Bearer Security or coupon would, under any
present or future laws or regulations of the United States, be subject to any
certification, identification or other reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Security or coupon who is a United States Alien
(as defined on the face hereof) (other than such a requirement (a) which would
not be applicable to a payment made by the Company or any one of its Paying
Agents (i) directly to the beneficial owner, or (ii) to any custodian, nominee
or other agent of the beneficial owner, or (b) which can be satisfied by the
custodian, nominee or other agent certifying that the beneficial owner is a
United States Alien, provided in each case referred to in clauses (a)(ii) and
(b) that payment by such custodian, nominee or other agent of such beneficial
owner is not otherwise subject to any such requirement), the Company at its
election will either (x) redeem the Securities, as a whole but not in part, at a
Redemption Price [equal to 100% of their principal amount,] [determined as set
forth in the [next preceding] paragraph,] together with interest accrued to the
date fixed for redemption, or (y) if and so long as the conditions of the
[third] paragraph on the face of this Security are satisfied, pay the additional
amounts specified in such paragraph. The Company will make such determination
and election and notify the Trustee thereof as soon as practicable, and the
Trustee will promptly give notice of such determination in the manner provided
below (the "Determination Notice"), in each case stating the effective date of
such certification, identification or other reporting requirement, whether the
Company will redeem the Securities or will pay the additional amounts specified
in such paragraph and (if applicable) the last day by which the redemption of
the Securities must take place. If the Company elects to redeem the Securities,
such redemption shall take place on such date, not later than one year after
publication of the Determination Notice, as the Company elects by notice to the
Trustee at least 60 days before such date, unless shorter notice is acceptable
to the Trustee. Notwithstanding the foregoing, the Company will not so redeem
the Securities if the Company, based upon an opinion of independent counsel
selected by the Company, subsequently deter mines, not less than 10 days prior
to the date fixed for redemption, that subsequent payments would not be subject
to any such requirement, in which case the Company will notify the Trustee,
which will promptly give notice of that determination in the manner provided
below, and any earlier redemption notice will thereupon be revoked and of no
further effect. If the Company elects as provided in clause (y) above to pay
such additional amounts, the Company may subsequently redeem the Securities, at
any time, as a whole or in part, at a Redemption Price [equal to 100% of their
principal amount] [determined as set forth in the next preceding paragraph,]
together with interest accrued to the date fixed for redemption, but without
reduction for applicable United States withholding taxes.]

                  [If applicable, insert- In addition, if the Company
determines, based upon a written opinion of independent counsel selected by the
Company, that any payment made outside the United States by the Company or any
of its Paying Agents of the full amount due with respect to any Bearer Security
would, under any present or future laws or regulations of the United States, be
subject to any certification, identification or other reporting requirement of
any kind, the effect of which requirement is the disclosure to the Company, any
Paying Agent or any govern mental authority of the nationality, residence or
identity of a beneficial owner of such


                                      B-8
<PAGE>
Bearer Security who is a United States Alien (as defined on the face hereof)
(other than such a requirement (a) which would not be applicable to a payment
made by the Company or any one of its Paying Agents (i) directly to the
beneficial owner or (ii) to any custodian, nominee or other agent of the
beneficial owner, or (b) which can be satisfied by the custodian, nominee or
other agent certifying to the effect that such beneficial owner is a United
States Alien, provided in each case referred to in clauses (a)(ii) and (b) that
payment by such custodian, nominee or other agent of such beneficial owner is
not otherwise subject to any such requirement), the Company at its election will
either (x) permit any Holder of a Bearer Security to present such Bearer
Security for redemption within 90 days of notice of such redemption, at a
Redemption Price determined as set forth in the next preceding paragraph, or (y)
if and so long as the conditions of the [fifth] paragraph on the face of this
Security are satisfied, pay the additional amounts specified in such paragraph.
The Company will make such determination and election and notify the Trustee
thereof as soon as practicable, and the Trustee will promptly give notice of
such determination in the manner provided below (the "Determination Notice"), in
each case stating the effective date of such certification, identification or
other reporting requirement, whether the Company has elected to permit
redemption of the Bearer Securities or to pay the additional amounts specified
in such paragraph and (if applicable) the last day by which the Company may
publish any notice of redemption. If the Company elects to permit redemption of
the Bearer Securities, notice of the redemption will be given not more than 268
days following the Determination Notice and will specify the date fixed for
redemption. The Bearer Securities will be redeemed on the day 97 days after
notice of the redemption has been given. Notwithstanding the foregoing, the
Company will not permit redemption of the Bearer Securities if the Company,
based upon an opinion of independent counsel, subsequently determines, not less
than 10 days prior to the date fixed for redemption, that no payment would be
subject to any such requirement, in which case the Company will promptly notify
the Trustee, which will promptly give notice of that determination in the manner
described below, and any earlier redemption notice will thereupon be revoked and
of no further effect.]

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

                  [Notice of redemption will be given by publication in an
Authorized Newspaper in The City of New York and, if the Securities of this
series are then listed on [The International Stock Exchange of the United
Kingdom and the Republic of Ireland Limited] [the Luxembourg Stock Exchange]
[or] any [other] stock exchange located outside the United States and such stock
exchange shall so require, in [London] [Luxembourg] [or] in any [other] required
city outside the United States, or, if not practicable, elsewhere in Europe,
[and by mail to Holders of Registered Securities] not less than 30 nor more than
60 days prior to the date fixed for redemption, all as provided in the
Indenture.]

                  If an Event of Default with respect to Securities of this
series shall occur and be continuing, [the] [If an Original Issue Discount
Security, insert- an amount of] principal of the


                                      B-9
<PAGE>

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

                  The Indenture permits with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected [If the Securities of the series are
interest-bearing, insert- and any related coupons] under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding (with each series voting as a separate class in
certain cases specified in the Indenture, or with all series voting as one
class, in certain other cases specified in the Indenture), on behalf of the
Holders of all Securities of such series [If the Securities of the series are
interest-bearing, insert- and any related coupons], to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and any coupon appertaining hereto and of any
Security issued in exchange hereof or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.

                  As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security of this series [If the Security is
interest-bearing, insert- or any related coupon] will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder shall have previously given written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of the Outstanding Securities
of this series a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof [If the
Security in interest-bearing, insert- or any related coupon] for the enforcement
of payment for the principal of [(and premium, if any)] or [any] interest on
this Security [If the Security is interest-bearing, insert- or payment of such
coupon] on or after the respective due dates expressed herein [If the Security
is interest-bearing, insert- or payment of such coupon] on or after the
respective due dates expressed herein [If the Security is interest-bearing,
insert- or in such coupon].

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of [(and
premium, if any)] and [any] interest [(including additional amounts, as
described on the face hereof)] on this Security at the times, place[s] and rate,
and in the coin or currency, herein prescribed.


                                      B-10
<PAGE>
                  Title to [Bearer] Securities and coupons shall pass by
delivery. [As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of Registered Securities is registrable in the
Security Register, upon surrender of a Registered Security for registration of
transfer at the [Corporate Trust Office of the Trustee or such other] office or
agency of the Company in any place where the principal of (premium, if any) and
interest, if any, on such Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing, and thereupon one or more new [Registered] Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee
or transferees.]

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

                  The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of a Bearer Security or any series [If the
Securities of the series are interest-bearing, insert- and any coupon
appertaining thereto] [, and 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 Security is
registered,] as the owner thereof for all purposes, whether or not such Security
[If the Securities of the series are interest-bearing, insert- or such coupon]
is overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

                  Notwithstanding anything in the Indenture or in the terms of
this Security to the contrary, the exchange of this Security for a Registered
Security will be subject to satisfaction of the provisions of the United States
tax laws in effect at the time of the exchange. Neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be required to
exchange this Security for a Registered Security if (i) as a result thereof and
in the Company's judgment, the Company would incur adverse consequences under
then applicable United States Federal income tax laws and (ii) in the case of
the Trustee or any agent of the Company or the Trustee, the Company shall have
delivered to such Person an Officers' Certificate and an Opinion of Counsel as
to the matters set forth in clause (i) above.

                  The Indenture, the Securities and any coupons appertaining
thereto shall be governed by and construed in accordance with the laws of the
State of New York without giving effect to the conflicts of laws provisions
thereof. All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.


                            [Form of Face of Coupon]

                  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTION 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.


                                      B-11
<PAGE>
                                                            [R-]_______________

                         AVNET, INC.[U.S. $]___________

                                                             Due_______________

                         ______________________________

                  Unless the Security to which this coupon appertains shall have
been called for previous redemption and payment thereof duly provided for, on
the date set forth hereon, AVNET, INC. (herein called the "Company") will pay to
bearer, upon surrender hereof, the amount shown hereon (together with any
additional amounts in respect thereof which the Company may be required to pay
according to the terms of said Security and the Indenture referred to therein)
[at the initial Paying Agents set out on the reverse hereof or at such other
offices or agencies (which, except as otherwise provided in the Security to
which this coupon appertains, shall be located outside the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction (the "United
States")) as the Company may designate from time to time,] at the option of the
Holder, by [United States dollar check] drawn on a bank in the city of New York
or by transfer of [United States dollars] to an account maintained by the payee
with a bank located outside the United States, being [one year's] interest then
payable on said Security.

                                                     AVNET, INC.


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


                              [Reverse of Coupon]*

                                                           ____________________

                                                           ____________________

                                                           ____________________

                                                           ____________________

                                                           ____________________


----------

* Interest names and addresses of Initial Paying Agents located outside the
United States.


                                      B-12
<PAGE>

                                    EXHIBIT C

                             FORMS OF CERTIFICATION


                                   EXHIBIT C-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
               TO RECEIVE A BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

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

                  This is to certify that, as of the date hereof, and except as
set forth below, the above-captioned Securities held by you for our account (i)
are owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such foreign branches of United States
financial institutions on the date hereof (and in either case (a) or (b), each
such United States financial institution hereby agrees, on its own behalf or
through its agent, that you may advise Avnet, Inc. or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D) (7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

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

                  We undertake to advise you promptly in writing, by tested
telex or by electronic transmission on or prior to the date on which you intend
to submit your certification relating to the above-captioned Securities held by
you for our account in accordance with your operating procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.


                                     C-1-1
<PAGE>

                  This certificate excepts and does not relate to [U.S.$]
____________ of such interest in the above-captioned Securities in respect of
which we are not able to certify and as to which we understand an exchange for
an interest in a Permanent Global Security or an exchange for and delivery of
definitive Securities (or, if relevant, collection of any interest) cannot be
made until we do so certify.

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

Dated:____________, 200_

[To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii)
the relevant Interest Payment Date occurring prior to the Exchange Date, as
applicable]

                                   [Name of Person Making Certification]


                                   --------------------------------------------
                                   (Authorized Signatory)
                                   Name:
                                   Title:


                                     C-1-2
<PAGE>

                                   EXHIBIT C-2

                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                 AND CLEARSTREAM IN CONNECTION WITH THE EXCHANGE
                OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
               OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

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

                  This is to certify that, based solely on written
certifications that we have received in writing, by tested telex or by
electronic transmission from each of the persons appearing in our records as
persons entitled to a portion of the principal amount set forth below (our
"Member Organizations") substantially in the form attached hereto, as of the
date hereof, [U.S.$]____________________ principal amount of the above-captioned
Securities (i) is owned by person(s) that are not citizens or residents of the
United States, domestic partnerships, domestic corporations or any estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source ("United States person(s)"), (ii) is owned by United
States person(s) that are (a) foreign branches of United States financial
institutions (financial institutions, as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v) are herein referred to as "financial institutions")
purchasing for their own account or for resale, or (b) United States person(s)
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such foreign branches of United
States financial institutions on the date hereof (and in either case (a) or (b),
each such financial institution has agreed, on its own behalf or through its
agent, that we may advise Avnet, Inc. or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to
the further effect, that financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.

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

                  We further certify that (i) we are not making available
herewith for exchange (or, if relevant, collection of any interest) any portion
of the temporary global Security representing the above-captioned Securities
excepted in the above-referenced certificates of Member Organizations and (ii)
as of the date hereof we have not received any notification from any of our
Member Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.


                                     C-2-1
<PAGE>

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

Dated:  ____________, 200_

[To be dated no earlier than the Exchange Date or the relevant Interest Payment
Date occurring prior to the Exchange Date, as applicable]

                                          [Morgan Guaranty Trust
                                             Company of New York,
                                             Brussels Office,] as
                                             Operator of the
                                             Euroclear System
                                             [Clearstream Banking,
                                             S.A.]


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


                                     C-2-2