Exhibit 4(a)



                            AEP TEXAS CENTRAL COMPANY


                                       AND


                                BANK ONE, N. A.,





                                   AS TRUSTEE


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


                                    INDENTURE


                          Dated as of February 1, 2003


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

<PAGE>


                              CROSS-REFERENCE TABLE

    Section of
Trust Indenture Act                                                   Section of
of 1939, as amended                                                   Indenture
-------------------                                                   ---------

310(a)     ......................................................      7.09
310(b)     ......................................................      7.08
           ......................................................      7.10
310(c)     ......................................................   Inapplicable
311(a)     ......................................................      7.13
311(b)     ......................................................      7.13
311(c)     ......................................................   Inapplicable
312(a)     ......................................................      5.01
           ......................................................      5.02(a)
312(b)     ......................................................      5.02(c)
           ......................................................      5.02(d)
312(c)     ......................................................      5.02(e)
313(a)     ......................................................      5.04(a)
313(b)     ......................................................      5.04(b)
313(c)     ......................................................      5.04(a)
           ......................................................      5.04(b)
313(d)     ......................................................      5.04(c)
314(a)     ......................................................      5.03
314(b)     ......................................................   Inapplicable
314(c)     ......................................................     13.06(a)
314(d)     ......................................................   Inapplicable
314(e)     ......................................................     13.06(b)
314(f)     ......................................................   Inapplicable
315(a)     ......................................................      7.01(a)
           ......................................................      7.02
315(b)     ......................................................      6.07
315(c)     ......................................................      7.01(a)
315(d)     ......................................................      7.01(b)
315(e)     ......................................................      6.08
316(a)     ......................................................      6.06
           ......................................................      8.04
316(b)     ......................................................      6.04
316(c)     ......................................................      8.01
317(a)     ......................................................      6.02
317(b)     ......................................................      4.03
318(a)     ......................................................     13.08

<PAGE>


                                TABLE OF CONTENTS

       This Table of Contents does not constitute part of the Indenture and
should not have any bearing upon the interpretation of any of its terms or
provisions

                                    RECITALS:

Purpose of Indenture...........................................................1
Compliance with legal requirements.............................................1
Purpose of and consideration for Indenture.....................................1

ARTICLE ONE - DEFINITIONS

         Section 1.01

                  Definitions..................................................2

ARTICLE TWO - ISSUE, DESCRIPTION, TERMS, EXECUTION,
REGISTRATION AND EXCHANGE OF SECURITIES

         Section 2.01
                  Designation, terms, amount, authentication
                  and delivery of Securities...................................8

         Section 2.02
                  Form of Security and Trustee's certificate...................9

         Section 2.03..........................................................9
                  Date and denominations of Securities,
                  and provisions for payment of principal,
                  premium and interest.........................................9

         Section 2.04
                  Execution of Securities.....................................11

         Section 2.05
                  Exchange of Securities......................................12

         Section 2.06
                  Temporary Securities........................................13

         Section 2.07
                  Mutilated, destroyed, lost or
                  stolen Securities...........................................14

         Section 2.08
                  Cancellation of surrendered Securities......................14


                                       i
<PAGE>


         Section 2.09
                  Provisions of Indenture and Securities
                  for sole benefit of parties and
                  Securityholders.............................................15

         Section 2.10
                  Appointment of Authenticating Agent.........................15

         Section 2.11
                  Global Security.............................................15

         Section 2.12
                  Payment in Proper Currency..................................16

         Section 2.13
                  Identification of Securities................................17

ARTICLE THREE - REDEMPTION OF SECURITIES AND
SINKING FUND PROVISIONS

         Section 3.01
                  Redemption of Securities....................................17

         Section 3.02
                  Notice of redemption........................................17

         Section 3.03
                  When Securities called for
                  redemption become due and payable...........................18

         Section 3.04
                  Sinking Fund for Securities.................................19

         Section 3.05
                  Satisfaction of Sinking Fund................................19
                  Payments with Securities

         Section 3.06
                  Redemption of Securities for
                  Sinking Fund................................................19

ARTICLE FOUR - PARTICULAR COVENANTS OF THE COMPANY

         Section 4.01
                  Payment of principal (and premium
                  if any) and interest on Securities..........................20


                                       ii
<PAGE>


         Section 4.02
                  Maintenance of office or agency for
                  payment of Securities, designation of
                  office or agency for payment,
                  registration, transfer and exchange
                  of Securities...............................................20

         Section 4.03
                  Duties of paying agent......................................20

         Section 4.04
                  Appointment to fill vacancy in
                  office of Trustee...........................................21

         Section 4.05
                  Restriction on consolidation,
                  merger or sale..............................................21

ARTICLE FIVE - SECURITYHOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

         Section 5.01
                  Company to furnish Trustee information
                  as to names and addresses of
                  Securityholders.............................................21

         Section 5.02
                  Trustee to preserve information
                  as to names and addresses of
                  Securityholders received by it
                  in capacity of paying agent.................................22

         Section 5.03
                  Annual and other reports to be filed
                  by Company with Trustee.....................................23

         Section 5.04
                  Trustee to transmit annual report
                  to Securityholders..........................................24

ARTICLE SIX - REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT

         Section 6.01
                  Events of default defined...................................25


                                      iii
<PAGE>


         Section 6.02
                  Covenant of Company to pay to
                  Trustee whole amount due on
                  Securities on default in payment
                  of interest or principal (and
                  premium, if any)............................................27

         Section 6.03
                  Application of monies collected by Trustee..................28

         Section 6.04
                  Limitation on suits by holders of Securities................29

         Section 6.05
                  Remedies Cumulative.........................................29

         Section 6.06
                  Rights of holders of majority in
                  principal amount of Securities to
                  direct trustee and to waive defaults........................30

         Section 6.07
                  Trustees to give notice of defaults
                  known to it, but may withhold in
                  certain circumstances.......................................30

         Section 6.08
                  Requirements of an undertaking to pay
                  costs in certain suits under Indenture
                  or against Trustee..........................................31

ARTICLE SEVEN - CONCERNING THE TRUSTEE

           Section 7.01
                    Upon Event of Default occurring and
                    continuing, Trustee shall exercise powers
                    vested in it, and use same degree of
                    care and skill in their exercise, as
                    prudent individual will use...............................31

           Section 7.02
                    Trustee may rely on documents believed
                    genuine and properly signed or presented..................32

           Section 7.03
                    Trustee not liable for recitals in
                    Indenture or in Securities................................34


                                       iv
<PAGE>


           Section 7.04
                    Trustee, paying agent or Security
                    Registrar may own Security................................34

           Section 7.05
                    Monies received by Trustee to be held
                    in Trust without interest.................................34

           Section 7.06
                    Trustee entitled to compensation,
                     reimbursement and indemnity..............................34

           Section 7.07
                    Right of Trustee to rely on certificate
                    of officers of Company where no other
                    evidence specifically prescribed..........................35

           Section 7.08
                    Trustee acquiring conflicting interest
                    to eliminate conflict or resign...........................35

           Section 7.09
                    Requirements for eligibility of
                    trustee...................................................35

           Section 7.10
                    Resignation of Trustee and
                    appointment of successor..................................35


           Section 7.11
                    Acceptance by successor Trustee...........................37


           Section 7.12
                    Successor to Trustee by merger, consolidation
                    of succession to business.................................38

           Section 7.13
                    Limitations on rights of Trustee as a
                    creditor to obtain payment of certain
                  claims......................................................38


                                       v
<PAGE>


ARTICLE EIGHT - CONCERNING THE SECURITYHOLDERS

           Section 8.01
                    Evidence of action by Securityholders.....................38

           Section 8.02
                    Proof of execution of instruments and of
                    holding of Securities.....................................39

           Section 8.03
                    Who may be deemed owners of Securities....................39

           Section 8.04
                    Securities owned by Company or controlled
                    or controlling companies disregarded for
                    certain purposes..........................................39

           Section 8.05
                    Instruments executed by Securityholders
                    bind future holders.......................................40

ARTICLE NINE - SUPPLEMENTAL INDENTURES

           Section 9.01
                    Purposes for which supplemental indenture
                    may be entered into without consent of
                    Securityholders...........................................40

           Section 9.02
                    Modification of Indenture with consent
                    of Securityholders........................................42

           Section 9.03
                    Effect of supplemental indentures.........................43

           Section 9.04
                    Securities may bear notation of changes
                    by supplemental indentures................................44

           Section 9.05
                    Opinion of Counsel........................................44

ARTICLE TEN - CONSOLIDATION, MERGER AND SALE

           Section 10.01
                    Consolidations or mergers of Company
                    and sales or conveyances of property
                    of Company permitted......................................44


                                       vi
<PAGE>


           Section 10.02
                    Rights and duties of successor company....................44


           Section 10.03
                    Opinion of Counsel........................................45

ARTICLE ELEVEN - DEFEASANCE AND CONDITIONS TO DEFEASANCE; UNCLAIMED MONIES

           Section 11.01
                    Defeasance and conditions to defeasance...................45

           Section 11.02
                    Application by Trustee of funds deposited
                    for payment of Securities.................................47

           Section 11.03
                    Repayment of monies held by paying agent..................47

           Section 11.04
                    Repayment of monies held by Trustee.......................47

           Section 11.05
                    Delivery of Officer's Certificate
                    and Opinion of Counsel....................................47

ARTICLE TWELVE - IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

           Section 12.01
                    Incorporators, Stockholders, officers and
                    directors of Company exempt from individual
                    liability.................................................47

ARTICLE THIRTEEN - MISCELLANEOUS PROVISIONS

           Section 13.01
                    Successors and assigns of Company
                    bound by Indenture........................................48

           Section 13.02
                    Acts of board, committee or officer
                    of successor company valid................................48

           Section 13.03
                    Surrender of powers by Company..............................


                                      vii
<PAGE>


           Section 13.04
                    Required notices or demands may by
                    served by mail............................................48

           Section 13.05
                    Indenture and Securities to be construed
                    in accordance with laws of the State
                    of New York...............................................49

           Section 13.06
                    Officers' Certificate and Opinion of
                    Counsel to be furnished upon applications
                    or demands by company.....................................49

           Section 13.07
                    Payments due on non-Business Days.........................49

           Section 13.08
                    Provisions required by Trust Indenture
                    Act of 1939 to control....................................49

           Section 13.09
                    Indenture may be executed in counterparts.................49

           Section 13.10
                    Separability of Indenture provisions......................49

           Section 13.11
                    Assignment by Company to subsidiary.......................50

           Section 13.12
                    Headings..................................................50

           Section 13.13
                    Securities in Foreign Currencies

ACCEPTANCE OF TRUST BY TRUSTEE................................................51

TESTIMONIUM...................................................................51

SIGNATURES AND SEALS..........................................................51

ACKNOWLEDGEMENTS..............................................................52


                                      viii
<PAGE>


       THIS INDENTURE,  dated as of the 1st day of February,  2003,  between AEP
TEXAS CENTRAL COMPANY,  a corporation duly organized and existing under the laws
of the State of Texas (hereinafter sometimes referred to as the "Company"),  and
BANK ONE, N. A., a national banking association  organized under the laws of the
United States, as trustee (hereinafter sometimes referred to as the "Trustee"):

       WHEREAS,  for  its  lawful  corporate  purposes,  the  Company  has  duly
authorized  the  execution  and  delivery of this  Indenture  to provide for the
issuance  of  unsecured  promissory  notes or other  evidences  of  indebtedness
(hereinafter  referred  to  as  the  "Securities"),  in an  unlimited  aggregate
principal amount to be issued from time to time in one or more series as in this
Indenture   provided,   as  registered   Securities   without  coupons,   to  be
authenticated by the certificate of the Trustee,  and which will rank pari passu
with all other unsecured and unsubordinated debt of the Company;

       WHEREAS,  to provide the terms and  conditions  upon which the Securities
are to be authenticated,  issued and delivered,  the Company has duly authorized
the execution of this Indenture;

       WHEREAS, the Securities and the certificate of authentication to be borne
by the Securities (the "Certificate of Authentication")  are to be substantially
in such forms as may be approved by a Company Order (as defined  below),  or set
forth in this Indenture or in any indenture supplemental to this Indenture;

       AND WHEREAS,  all acts and things necessary to make the Securities issued
pursuant hereto, when executed by the Company and authenticated and delivered by
the  Trustee  as in this  Indenture  provided,  the  valid,  binding  and  legal
obligations of the Company,  and to constitute  these presents a valid indenture
and  agreement  according to its terms,  have been done and performed or will be
done and performed prior to the issuance of such  Securities,  and the execution
of this Indenture has been and the issuance hereunder of the Securities has been
or will be prior to issuance in all respects duly  authorized,  and the Company,
in the  exercise  of the  legal  right  and power in it  vested,  executes  this
Indenture and proposes to make, execute, issue and deliver the Securities;

       NOW, THEREFORE, THIS INDENTURE WITNESSETH:

       That in  order to  declare  the  terms  and  conditions  upon  which  the
Securities  are  and  are to be  authenticated,  issued  and  delivered,  and in
consideration of the premises,  of the purchase and acceptance of the Securities
by the holders  thereof and of the sum of one dollar  ($1.00) to it duly paid by
the Trustee at the execution of these  presents,  the receipt  whereof is hereby
acknowledged,  the Company covenants and agrees with the Trustee,  for the equal
and  proportionate  benefit (subject to the provisions of this Indenture) of the
respective   holders  from  time  to  time  of  the   Securities,   without  any
discrimination,  preference  or priority of any one  Security  over any other by
reason  of  priority  in the time of  issue,  sale or  negotiation  thereof,  or
otherwise, except as provided herein, as follows:

<PAGE>


                                  ARTICLE ONE
                                   DEFINITIONS

       SECTION  1.01.  The terms  defined  in this  Section  (except  as in this
Indenture otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture, any Company Order, any Board Resolution, and
any indenture  supplemental  hereto shall have the respective meanings specified
in this Section. All other terms used in this Indenture which are defined in the
Trust  Indenture Act of 1939, as amended,  or which are by reference in such Act
defined in the  Securities Act of 1933, as amended  (except as herein  otherwise
expressly  provided or unless the context  otherwise  requires),  shall have the
meanings  assigned  to  such  terms  in  said  Trust  Indenture  Act and in said
Securities Act as in force at the date of the execution of this instrument.

Affiliate:

The term  "Affiliate"  of the Company shall mean any company at least a majority
of whose outstanding voting stock shall at the time be owned by the Company,  or
by one or more direct or indirect  subsidiaries  of or by the Company and one or
more direct or indirect  subsidiaries  of the Company.  For the purposes only of
this definition of the term "Affiliate",  the term "voting stock", as applied to
the  stock of any  company,  shall  mean  stock of any class or  classes  having
ordinary  voting power for the  election of a majority of the  directors of such
company,  other than stock having such power only by reason of the occurrence of
a contingency.

Authenticating Agent:

       The term  "Authenticating  Agent" shall mean an authenticating agent with
respect to all or any of the series of Securities, as the case may be, appointed
with respect to all or any series of the Securities,  as the case may be, by the
Trustee pursuant to Section 2.10.

Authorized Officer:

The  term  "Authorized  Officer"  shall  mean the  Chairman  of the  Board,  the
President,  any Vice President,  the Treasurer,  any Assistant  Treasurer or any
other officer or agent of the Company duly  authorized by the Board of Directors
to act in respect of matters relating to this Indenture.

Board of Directors or Board:

The term "Board of  Directors"  or "Board"  shall mean the Board of Directors of
the Company, or any duly authorized committee of such Board.

Board Resolution:

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

                                       2
<PAGE>


Business Day:

The term "Business Day",  with respect to any Security,  shall mean any day that
(a) in the Place of Payment  (or in any of the Places of  Payment,  if more than
one) in which  amounts are payable as specified in the form of such Security and
(b) in the city in which the Trustee  administers  its corporate trust business,
is not a day on which banking  institutions are authorized or required by law or
regulation to close.

Certificate:

The term "Certificate" shall mean a certificate signed by an Authorized Officer.
The Certificate need not comply with the provisions of Section 13.06.

Commission:

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

Company:

The term  "Company"  shall mean AEP Texas Central  Company,  a corporation  duly
organized and existing under the laws of Texas,  and,  subject to the provisions
of Article Ten, shall also include its successors and assigns.

Company Order:

The term  "Company  Order" shall mean a written  order signed in the name of the
Company by an Authorized Officer and the Secretary or an Assistant  Secretary of
the Company, pursuant to a Board Resolution establishing a series of Securities.

Corporate Trust Office:

The term "Corporate  Trust Office" shall mean the office of the Trustee at which
at any  particular  time its  corporate  trust  business  shall  be  principally
administered,  which office at the date of the  execution  of this  Indenture is
located at

Default:

The term "Default"  shall mean any event,  act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

Depository:

The term "Depository"  shall mean, with respect to Securities of any series, for
which the  Company  shall  determine  that such  Securities  will be issued as a
Global Security, The

                                       3
<PAGE>


Depository Trust Company,  New York, New York,  another clearing agency,  or any
successor  registered  as a  clearing  agency  under the  Exchange  Act or other
applicable  statute or regulation,  which, in each case,  shall be designated by
the Company pursuant to either Section 2.01 or 2.11.

Discount Security:

The term  "Discount  Security"  means any Security  which provides for an amount
less than the principal  amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to Section 6.01(b).

Dollar:

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

Eligible Obligations:

The term "Eligible Obligations" means (a) with respect to Securities denominated
in  Dollars,  Governmental  Obligations;  or  (b)  with  respect  to  Securities
denominated  in a currency other than Dollars or in a composite  currency,  such
other  obligations  or  instruments  as shall be specified  with respect to such
Securities, as contemplated by Section 2.01.

Event of Default:

The term "Event of Default" with respect to  Securities  of a particular  series
shall mean any event  specified  in Section  6.01,  continued  for the period of
time, if any, therein designated.

Global Security:

The term "Global Security" shall mean, with respect to any series of Securities,
a Security  executed by the  Company  and  authenticated  and  delivered  by the
Trustee to the Depository or pursuant to the  Depository's  instruction,  all in
accordance  with the  Indenture,  which shall be  registered  in the name of the
Depository or its nominee.

Governmental Authority:

The term  "Governmental  Authority" means the government of the United States or
of any State or  Territory  thereof or of the  District  of  Columbia  or of any
county,  municipality or other political subdivision of any of the foregoing, or
any  department,  agency,  authority  or  other  instrumentality  of  any of the
foregoing.

Governmental Obligations:

The term  "Governmental  Obligations"  shall mean securities that are (i) direct
obligations  of the United  States of America  for the payment of which its full
faith and  credit is  pledged  or (ii)  obligations  of a person  controlled  or
supervised by and acting as an agency or  instrumentality  of the United States,
the payment of which is  unconditionally  guaranteed  as a full faith and credit
obligation  by the United  States,  which,  in either case,  are not callable or
redeemable at the option

                                       4
<PAGE>


of the issuer thereof,  and shall also include a depository  receipt issued by a
bank (as defined in Section  3(a)(2) of the  Securities Act of 1933, as amended)
as custodian  with  respect to any such  Governmental  Obligation  or a specific
payment of principal of or interest on any such Governmental  Obligation held by
such  custodian  for the  account  of the  holder  of such  depository  receipt;
provided  that (except as required by law) such  custodian is not  authorized to
make any  deduction  from the amount  payable  to the holder of such  depository
receipt  from  any  amount   received  by  such  custodian  in  respect  of  the
Governmental  Obligation or the specific  payment of principal of or interest on
the Governmental Obligation evidenced by such depository receipt.

Indenture:

The term "Indenture" shall mean this instrument as originally  executed,  or, if
amended or supplemented as herein provided,  as so amended or supplemented,  and
shall  include the terms of a particular  series of  Securities  established  as
contemplated by Section 2.01.

Instructions:

The term "Instructions" shall mean instructions acceptable to the Trustee issued
pursuant to a Company Order in connection with a Periodic Offering and signed by
an  Authorized  Officer.  Instructions  need not comply with the  provisions  of
Section 13.06.

Interest:

The term "interest" when used with respect to  non-interest  bearing  Securities
shall mean interest  payable after maturity  (whether at stated  maturity,  upon
acceleration or redemption or otherwise) or after the date, if any, on which the
Company  becomes  obligated  to  acquire a  Security,  whether  by  purchase  or
otherwise.

Interest Payment Date:

The term  "Interest  Payment Date" when used with respect to any  installment of
interest on a Security of a particular  series shall mean the date  specified in
such  Security  or  in  a  Board  Resolution,  Company  Order  or  an  indenture
supplemental  hereto  with  respect to such series as the fixed date on which an
installment  of interest  with respect to  Securities  of that series is due and
payable.

Officers' Certificate:

The  term  "Officers'  Certificate"  shall  mean  a  certificate  signed  by  an
Authorized  Officer and by the Secretary or Assistant  Secretary of the Company.
Each such  certificate  shall  include the  statements  provided  for in Section
13.06, if and to the extent required by the provisions thereof.

Opinion of Counsel:

The term "Opinion of Counsel"  shall mean an opinion in writing  signed by legal
counsel, who may be an employee of or counsel for the Company. Each such opinion
shall include the statements provided for in Section 13.06, if and to the extent
required by the provisions thereof.

                                       5
<PAGE>


Outstanding:

The term  "outstanding",  when used with  reference to Securities of any series,
shall,  subject to the  provisions of Section 8.04,  mean, as of any  particular
time, all Securities of that series  theretofore  authenticated and delivered by
the Trustee under this Indenture,  except (a) Securities theretofore canceled by
the Trustee or any paying agent, or delivered to the Trustee or any paying agent
for  cancellation  or which have  previously  been  canceled;  (b) Securities or
portions  thereof  for the  payment or  redemption  of which  monies or Eligible
Obligations in the necessary  amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and  segregated  in trust by the Company (if the Company  shall act as its
own paying agent);  provided,  however,  that if such  Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption  shall have been given as in Article  Three  provided,  or  provision
satisfactory to the Trustee shall have been made for giving such notice; and (c)
Securities in lieu of or in substitution  for which other  Securities shall have
been  authenticated  and delivered  pursuant to the terms of Section  2.07.  The
principal  amount of a Discount  Security that shall be deemed to be Outstanding
for purposes of this Indenture shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof.

Periodic Offering:

The term  "Periodic  Offering"  means an offering of Securities of a series from
time to time,  during which any or all of the specific terms of the  Securities,
including without limitation the rate or rates of interest, if any, thereon, the
maturity or  maturities  thereof and the  redemption  provisions,  if any,  with
respect  thereto,  are to be  determined  by the  Company or its agents upon the
issuance of such Securities.

Person:

The term  "person"  means  any  individual,  corporation,  partnership,  limited
liability company,  joint venture,  trust or unincorporated  organization or any
Governmental Authority.

Place of Payment:

The term "Place of Payment"  shall mean the place or places where the  principal
of and  interest,  if any,  on the  Securities  of any  series  are  payable  as
specified in accordance with Section 2.01.

Predecessor Security:

The term  "Predecessor  Security" of any  particular  Security  shall mean 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  2.07 in lieu of a lost,
destroyed  or stolen  Security  shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

                                       6
<PAGE>


Responsible Officer:

The term "Responsible  Officer" when used with respect to the Trustee shall mean
the chairman of the board of directors,  the president,  any vice president, the
secretary,  the treasurer, any trust officer, any corporate trust officer or any
other  officer  or  assistant  officer  of the  Trustee  customarily  performing
functions  similar to those  performed  by the  persons who at the time shall be
such officers,  respectively,  or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.

Security or Securities:

The term  "Security" or "Securities"  shall mean any Security or Securities,  as
the case may be, authenticated and delivered under this Indenture.

Securityholder:

The term  "Securityholder",  "holder of Securities" or "registered holder" shall
mean the person or persons in whose name or names a particular Security shall be
registered on the books of the Company kept for that purpose in accordance  with
the terms of this Indenture.

Series:

The term  "series"  means a series of  Securities  established  pursuant to this
Indenture and includes, if the context so requires, each Tranche thereof.

Tranche:

The term  "Tranche"  means  Securities  which (a) are of the same series and (b)
have identical terms except as to principal amount and/or date of issuance.

Trustee:

The term "Trustee" shall mean Bank One, N. A., and, subject to the provisions of
Article Seven,  shall also include its  successors  and assigns,  and, if at any
time there is more than one person acting in such capacity hereunder,  "Trustee"
shall  mean each such  person.  The term  "Trustee"  as used with  respect  to a
particular  series of the Securities shall mean the trustee with respect to that
series.

Trust Indenture Act:

The term "Trust  Indenture  Act",  subject to the  provisions of Sections  9.01,
9.02, and 10.01,  shall mean the Trust  Indenture Act of 1939, as amended and in
effect at the date of execution of this Indenture.

United States:

The term "United  States" means the United States of America,  its  Territories,
its possessions and other areas subject to its political jurisdiction.

                                       7
<PAGE>


                                  ARTICLE TWO

                      ISSUE, DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

       SECTION 2.01. The aggregate  principal  amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

       The  Securities may be issued from time to time in one or more series and
in one or more  Tranches  thereof.  Each series shall be authorized by a Company
Order or Orders  or one or more  indentures  supplemental  hereto,  which  shall
specify  whether the  Securities  of such series  shall be subject to a Periodic
Offering. The Company Order or Orders or supplemental indenture and, in the case
of a Periodic  Offering,  Instructions  or other  procedures  acceptable  to the
Trustee specified in such Company Order or Orders,  shall establish the terms of
the  series,  which  may  include  the  following:  (i) any  limitations  on the
aggregate  principal amount of the Securities to be authenticated  and delivered
under this Indenture as part of such series (except for Securities authenticated
and delivered  upon  registration  of transfer of, in exchange for or in lieu of
other Securities of that series); (ii) the stated maturity or maturities of such
series;  (iii) the date or dates from which interest shall accrue,  the Interest
Payment  Dates  on  which  such  interest  will  be  payable  or the  manner  of
determination  of such  Interest  Payment  Dates  and the  record  date  for the
determination  of holders  to whom  interest  is  payable  on any such  Interest
Payment Date;  (iv) the interest rate or rates (which may be fixed or variable),
or method of calculation of such rate or rates, for such series;  (v) the terms,
if any, regarding the redemption,  purchase or repayment of such series (whether
at the option of the  Company or a holder of the  Securities  of such series and
whether pursuant to a sinking fund or analogous  provisions,  including payments
made in cash in  anticipation  of future  sinking fund  obligations),  including
redemption,  purchase or repayment date or dates of such series, if any, and the
price or prices and other terms and  conditions  applicable to such  redemption,
purchase  or  repayment  (including  any  premium);  (vi)  whether  or  not  the
Securities  of such series  shall be issued in whole or in part in the form of a
Global  Security  and, if so, the  Depositary  for such Global  Security and the
related  procedures  with  respect  to  transfer  and  exchange  of such  Global
Security;  (vii)  the  designation  of  such  series;  (viii)  the  form  of the
Securities of such series; (ix) the maximum annual interest rate, if any, of the
Securities  permitted for such series; (x) whether the Securities of such series
shall be  subject  to  Periodic  Offering;  (xi)  the  currency  or  currencies,
including  composite  currencies,  in which  payment  of the  principal  of (and
premium, if any) and interest on the Securities of such series shall be payable,
if other than  Dollars;  (xii) any other  information  necessary to complete the
Securities  of such  series;  (xiii) the  establishment  of any office or agency
pursuant  to  Section  4.02  hereof  and any  other  place or  places  which the
principal  of and  interest,  if any,  on  Securities  of that  series  shall be
payable;  (xiv) if other than  denominations of $1,000 or any integral  multiple
thereof,  the  denominations  in which the  Securities  of the  series  shall be
issuable; (xv) the obligations or instruments, if any, which shall be considered
to be  Eligible  Obligations  in  respect  of  the  Securities  of  such  series
denominated in a currency other than Dollars or in a composite  currency;  (xvi)
whether  or not the  Securities  of such  series  shall be  issued  as  Discount
Securities and the terms thereof,  including the portion of the principal amount
thereof which shall be payable upon  declaration of acceleration of the maturity
thereof pursuant to Section 6.01(b);  (xvii) if the principal of and premium, if
any, or interest,  if any, on such Securities are to be payable, at the election
of the Company or the holder thereof, in coin or currency, including


                                       8
<PAGE>


composite  currencies,  other than that in which the Securities are stated to be
payable,  the period or periods within which,  and the terms and conditions upon
which,  such  election  shall be made;  (xviii)  if the  amount  of  payment  of
principal of and premium, if any, or interest, if any, on such Securities may be
determined  with reference to an index,  formula or other method,  or based on a
coin or  currency  other  than that in which  the  Securities  are  stated to be
payable, the manner in which such amount shall be determined;  (xix) whether the
provisions of Section 4.05 and Article Ten (or portions  thereof) shall apply to
the  Securities  of a  series;  and  (xx)any  other  terms  of such  series  not
inconsistent with this Indenture.

       All Securities of any one series shall be substantially  identical except
as to denomination and except as may otherwise be provided in or pursuant to any
such Company Order or in any indentures supplemental hereto.

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

       SECTION 2.02. The Securities of any series shall be  substantially of the
tenor and purport (i) as set forth in one or more indentures supplemental hereto
or as  provided  in a Company  Order,  or (ii) with  respect  to any  Tranche of
Securities of a series subject to Periodic Offering,  to the extent permitted by
any of the documents  referred to in clause (i) above,  in  Instructions,  or by
other  procedures  acceptable to the Trustee  specified in such Company Order or
Orders, in each case with such appropriate insertions, omissions,  substitutions
and other  variations  as are required or permitted by this  Indenture,  and may
have such letters,  numbers or other marks of  identification or designation and
such legends or endorsements  printed,  lithographed or engraved  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  Securities of that series may be listed or of the Depository,
or to conform to usage.

       The Trustee's Certificate of Authentication shall be in substantially the
following form:

       "This is one of the  Securities  of the series  designated  in accordance
       with, and referred to in, the within-mentioned Indenture.

       Dated:

       BANK ONE, N. A.

       By:___________________________
             Authorized Signatory"

       SECTION 2.03. The Securities  shall be issuable as registered  Securities
and in the denominations of $1,000 or any integral multiple thereof,  subject to
Sections  2.01(xi) and (xiv).  The Securities of a particular  series shall bear
interest payable on the dates and at the rate or rates

                                       9
<PAGE>


specified  with  respect  to that  series.  Except  as  otherwise  specified  as
contemplated  by  Section  2.01,  the  principal  of  and  the  interest  on the
Securities of any series,  as well as any premium  thereon in case of redemption
thereof  prior to maturity,  shall be payable in Dollars at the office or agency
of the Company  maintained  for that purpose.  Each Security  shall be dated the
date of its authentication.

       The  interest  installment  on any  Security  which  is  payable,  and is
punctually  paid  or  duly  provided  for,  on any  Interest  Payment  Date  for
Securities  of that  series  shall  be paid to the  person  in whose  name  said
Security (or one or more  Predecessor  Securities) is registered at the close of
business on the regular record date for such interest  installment,  except that
interest  payable on redemption or maturity shall be payable as set forth in the
Company Order or indenture  supplemental  hereto  establishing the terms of such
series of Securities.  Except as otherwise  specified as contemplated by Section
2.01,  interest on Securities will be computed on the basis of a 360-day year of
twelve 30-day months.

       Any interest on any Security which is payable, but is not punctually paid
or duly  provided for, on any Interest  Payment Date for  Securities of the same
series (herein called "Defaulted  Interest") shall forthwith cease to be payable
to the registered holder on the relevant regular record date by virtue of having
been such holder; and such Defaulted  Interest shall be paid by the Company,  at
its election, as provided in clause (1) or clause (2) below:

              (1)    The Company may make payment of any  Defaulted  Interest on
       Securities  to the  persons  in whose  names  such  Securities  (or their
       respective  Predecessor  Securities)  are  registered  at  the  close  of
       business  on a special  record  date for the  payment  of such  Defaulted
       Interest, which shall be fixed in the following manner: the Company shall
       notify  the  Trustee  in  writing  of the  amount of  Defaulted  Interest
       proposed to be paid on each such  Security  and the date of the  proposed
       payment,  and at the same time the Company shall deposit with the Trustee
       an amount of money equal to the aggregate  amount  proposed to be paid in
       respect  of  such   Defaulted   Interest   or  shall  make   arrangements
       satisfactory  to the  Trustee for such  deposit  prior to the date of the
       proposed  payment,  such money when 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 not be more than
       15 nor 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  Securityholder  at his or her  address  as it
       appears in the Security Register (as hereinafter defined),  not less than
       10 days prior to such special record date. Notice of the proposed payment
       of such Defaulted  Interest and the special  record date therefor  having
       been mailed as aforesaid,  such  Defaulted  Interest shall be paid to the
       persons in whose names such Securities (or their  respective  Predecessor
       Securities)  are  registered on such special  record date and shall be no
       longer payable pursuant to the following clause (2).

              (2)    The Company may make payment of any  Defaulted  Interest on
       any

                                       10
<PAGE>


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

       Unless  otherwise set forth in a Company Order or one or more  indentures
supplemental  hereto establishing the terms of any series of Securities pursuant
to Section 2.01 hereof,  the term "regular  record date" as used in this Section
with respect to a series of Securities with respect to any Interest Payment Date
for such series  shall mean either the  fifteenth  day of the month  immediately
preceding  the month in which an  Interest  Payment  Date  established  for such
series  pursuant to Section 2.01 hereof shall occur,  if such  Interest  Payment
Date is the  first  day of a month,  or the last  day of the  month  immediately
preceding  the month in which an  Interest  Payment  Date  established  for such
series  pursuant to Section 2.01 hereof shall occur,  if such  Interest  Payment
Date is the  fifteenth  day of a month,  whether  or not such date is a Business
Day.

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

       SECTION 2.04. The Securities shall,  subject to the provisions of Section
2.06, be printed on steel engraved  borders or fully or partially  engraved,  or
legibly typed, as the proper officer of the Company may determine,  and shall be
signed on behalf of the Company by an Authorized Officer.  The signature of such
Authorized  Officer  upon  the  Securities  may be in the  form  of a  facsimile
signature of a present or any future Authorized  Officer and may be imprinted or
otherwise  reproduced on the Securities and for that purpose the Company may use
the facsimile signature of any person who shall have been an Authorized Officer,
notwithstanding  the fact that at the time the Securities shall be authenticated
and  delivered or disposed of such person shall have ceased to be an  Authorized
Officer.

       Only  such   Securities   as  shall  bear   thereon  a   Certificate   of
Authentication  substantially  in the  form  established  for  such  Securities,
executed  manually  by an  authorized  signatory  of  the  Trustee,  or  by  any
Authenticating  Agent with respect to such Securities,  shall be entitled to the
benefits of this  Indenture  or be valid or  obligatory  for any  purpose.  Such
certificate executed by the Trustee, or by any Authenticating Agent appointed by
the Trustee with respect to such Securities,  upon any Security  executed by the
Company shall be conclusive evidence that the Security so authenticated has been
duly  authenticated  and  delivered  hereunder  and that the  registered  holder
thereof is entitled to the benefits of this Indenture.

       At any time and from time to time after the  execution  and  delivery  of
this Indenture, the Company may deliver Securities of any series executed by the
Company  to  the  Trustee  for   authentication,   together  with  an  indenture
supplemental  hereto or a Company Order for the  authentication  and delivery of
such Securities and the Trustee, in accordance with such supplemental  indenture
or Company Order,  shall  authenticate  and deliver such  Securities;  provided,
however,  that in the case of  Securities  offered in a Periodic  Offering,  the
Trustee shall

                                       11
<PAGE>


authenticate  and deliver such  Securities  from time to time in accordance with
Instructions  or such  other  procedures  acceptable  to the  Trustee  as may be
specified  by or  pursuant  to such  supplemental  indenture  or  Company  Order
delivered  to the  Trustee  prior to the  time of the  first  authentication  of
Securities of such series.

       In   authenticating   such   Securities   and  accepting  the  additional
responsibilities  under this  Indenture  in  relation  to such  Securities,  the
Trustee shall receive and (subject to Section 7.01) shall be fully  protected in
relying upon, (i) an Opinion of Counsel and (ii) and Officers' Certificate, each
stating that the form and terms thereof have been established in conformity with
the  provisions of this  Indenture;  provided,  however,  that,  with respect to
Securities  of a series  subject to a Periodic  Offering,  the Trustee  shall be
entitled to receive such Opinion of Counsel and Officers'  Certificate only once
at or prior to the time of the first authentication of Securities of such series
and that, in such opinion or certificate,  the opinion or certificate  described
above may state that when the terms of such Securities, or each Tranche thereof,
shall have been established pursuant to a Company Order or Orders or pursuant to
such  procedures  acceptable  to the  Trustee,  as may be specified by a Company
Order,  such terms will have been  established in conformity with the provisions
of this Indenture.  Each Opinion of Counsel and Officers'  Certificate delivered
pursuant to this Section 2.04 shall include all statements prescribed in Section
13.06(b).  Such  Opinion of Counsel  shall also be to the effect  that when such
Securities have been executed by the Company and authenticated by the Trustee in
accordance  with the provisions of this Indenture and delivered to and duly paid
for  by  the  purchasers  thereof,  they  will  be  valid  and  legally  binding
obligations of the Company,  enforceable in accordance with their terms (subject
to customary exceptions) and will be entitled to the benefits of this Indenture.

       With respect to  Securities of a series  subject to a Periodic  Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such  Securities,  the forms and terms  thereof and the  legality,  validity,
binding effect and enforceability  thereof,  upon the Company Order,  Opinion of
Counsel,  Officers'  Certificate  and  other  documents  delivered  pursuant  to
Sections 2.01 and this Section,  as  applicable,  at or prior to the time of the
first  authentication of Securities of such series unless and until such Company
Order,  Opinion of Counsel,  Officers'  Certificate or other documents have been
superseded or revoked or expire by their terms.

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

       SECTION  2.05.  (a)  Securities  of  any  series  may be  exchanged  upon
presentation  thereof at the office or agency of the Company designated for such
purpose,  for other Securities of such series of authorized  denominations,  and
for a like aggregate principal amount, upon payment of a sum sufficient to cover
any tax or other  governmental  charge in relation  thereto,  all as provided in
this Section.  In respect of any  Securities so  surrendered  for exchange,  the
Company shall execute,  the Trustee shall authenticate and such office or agency
shall deliver in exchange therefor the Security or Securities of the same series
which the  Securityholder  making the  exchange  shall be  entitled  to receive,
bearing numbers not contemporaneously outstanding.

                                       12
<PAGE>


       (b)    The  Company  shall  keep,  or cause to be kept,  at its office or
agency  designated  for such purpose in the Borough of  Manhattan,  the City and
State of New York, or such other  location  designated by the Company a register
or registers (herein referred to as the "Security  Register") in which,  subject
to such reasonable  regulations as it may prescribe,  the Company shall register
the Securities  and the transfers of Securities as in this Article  provided and
which at all reasonable  times shall be open for inspection by the Trustee.  The
registrar for the purpose of  registering  Securities and transfer of Securities
as herein  provided  shall be appointed as  authorized  by Board  Resolution  or
Company Order (the "Security Registrar").

       Upon  surrender  for  transfer of any Security at the office or agency of
the Company  designated  for such purpose in the Borough of Manhattan,  the City
and State of New  York,  or other  location  as  aforesaid,  the  Company  shall
execute,  the Trustee shall authenticate and such office or agency shall deliver
in the name of the transferee or transferees a new Security or Securities of the
same series as the Security presented for a like aggregate principal amount.

       All Securities  presented or surrendered  for exchange or registration of
transfer,  as provided in this Section,  shall be accompanied (if so required by
the Company or the Security Registrar) by a written instrument or instruments of
transfer,  in form satisfactory to the Company or the Security  Registrar,  duly
executed by the registered holder or by his duly authorized attorney in writing.

       (c)    Except as  provided in the first  paragraph  of Section  2.07,  no
service  charge  shall be made for any exchange or  registration  of transfer of
Securities,  or issue of new  Securities  in case of partial  redemption  of any
series, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge in relation thereto,  other than exchanges pursuant
to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer.

       (d)    The Company  shall  neither be required (i) to issue,  exchange or
register the transfer of any Securities during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of  redemption  of
less than all the  outstanding  Securities  of the same series and ending at the
close of business on the day of such mailing,  nor (ii) to register the transfer
of or exchange of any  Securities of any series or portions  thereof  called for
redemption or as to which the holder thereof has exercised its right, if any, to
require the Company to repurchase such Security in whole or in part, except that
portion of such Security not required to be repurchased.  The provisions of this
Section 2.05 are, with respect to any Global  Security,  subject to Section 2.11
hereof.

       SECTION 2.06.  Pending the  preparation  of definitive  Securities of any
series, the Company may execute, and the Trustee shall authenticate and deliver,
temporary  Securities  (printed,  lithographed or typewritten) of any authorized
denomination, and substantially in the form of the definitive Securities in lieu
of which they are issued, but with such omissions,  insertions and variations as
may be  appropriate  for temporary  Securities,  all as may be determined by the
Company. Every temporary Security of any series shall be executed by the Company
and  be   authenticated   by  the  Trustee  upon  the  same  conditions  and  in
substantially  the  same  manner,  and  with  like  effect,  as  the  definitive
Securities of such series in accordance with Section 2.04.  Without  unnecessary
delay the Company will execute and will furnish  definitive  Securities  of such
series and  thereupon  any or all  temporary  Securities  of such  series may be

                                       13
<PAGE>


surrendered in exchange therefor (without charge to the holders thereof), at the
office or agency of the  Company  designated  for the  purpose,  and the Trustee
shall  authenticate and such office or agency shall deliver in exchange for such
temporary   Securities  an  equal  aggregate   principal  amount  of  definitive
Securities of such series,  unless the Company advises the Trustee to the effect
that  definitive  Securities  need not be executed and  furnished  until further
notice from the Company.  Until so exchanged,  the temporary  Securities of such
series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series authenticated and delivered hereunder.

       SECTION 2.07. In case any temporary or definitive  Security  shall become
mutilated  or be  destroyed,  lost or stolen,  the Company  (subject to the next
succeeding sentence) shall execute, and upon its request the Trustee (subject as
aforesaid)  shall  authenticate  and deliver,  a new Security of the same series
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated  Security,  or in lieu of and in substitution for the Security
so  destroyed,  lost or stolen.  In every case the  applicant  for a substituted
Security  shall  furnish to the  Company  and to the  Trustee  such  security or
indemnity  as may be  required  by them to save each of them  harmless,  and, in
every case of  destruction,  loss or theft,  the applicant shall also furnish to
the  Company  and  to  the  Trustee  evidence  to  their   satisfaction  of  the
destruction,  loss or theft of the  applicant's  Security  and of the  ownership
thereof.  The Trustee may authenticate any such substituted Security and deliver
the same  upon the  written  request  or  authorization  of any  officer  of the
Company. Upon the issuance of any substituted Security,  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.  In case any Security
which has matured or is about to mature shall become  mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute  Security,  pay
or authorize the payment of the same (without  surrender  thereof  except in the
case of a mutilated Security) if the applicant for such payment shall furnish to
the Company and to the Trustee such security or indemnity as they may require to
save them harmless, and, in case of destruction,  loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof.

       Every  Security  issued  pursuant to the  provisions  of this  Section in
substitution  for any Security  which is  mutilated,  destroyed,  lost or stolen
shall constitute an additional contractual obligation of the Company, whether or
not the  mutilated,  destroyed,  lost or stolen  Security  shall be found at any
time, or be enforceable by anyone,  and shall be entitled to all the benefits of
this Indenture equally and proportionately  with any and all other Securities of
the same series duly issued  hereunder.  All Securities  shall be held and owned
upon the express  condition  that the foregoing  provisions  are exclusive  with
respect to the  replacement or payment of mutilated,  destroyed,  lost or stolen
Securities,  and shall  preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to
the  contrary  with  respect  to  the   replacement  or  payment  of  negotiable
instruments or other securities without their surrender.

       SECTION  2.08.  All  Securities  surrendered  for the purpose of payment,
redemption,  exchange  or  registration  of  transfer,  or for credit  against a
sinking fund,  shall,  if  surrendered  to the Company or any paying  agent,  be
delivered to the Trustee for  cancellation,  or, if  surrendered to the Trustee,
shall be  canceled  by it,  and no  Securities  shall be issued in lieu  thereof
except as

                                       14
<PAGE>


expressly  required or permitted by any of the provisions of this Indenture.  On
request of the  Company,  the  Trustee  shall  deliver to the  Company  canceled
Securities  held by the Trustee.  In the absence of such request the Trustee may
dispose of canceled  Securities in accordance with its standard  procedures.  If
the  Company  shall  otherwise  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
delivered to the Trustee for cancellation.

       SECTION 2.09. Nothing in this Indenture or in the Securities,  express or
implied,  shall give or be construed to give to any person, firm or corporation,
other than the parties  hereto and the holders of the  Securities,  any legal or
equitable right, remedy or claim under or in respect of this Indenture, or under
any  covenant,  condition or provision  herein  contained;  all such  covenants,
conditions and  provisions  being for the sole benefit of the parties hereto and
of the holders of the Securities.

       SECTION  2.10.  So long as any of the  Securities  of any  series  remain
outstanding there may be an  Authenticating  Agent for any or all such series of
Securities   which  the  Trustee   shall  have  the  right  to   appoint.   Said
Authenticating  Agent  shall be  authorized  to act on behalf of the  Trustee to
authenticate Securities of such series issued upon exchange, 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.  All references in this Indenture to
the  authentication  of  Securities  by the  Trustee  shall be deemed to include
authentication   by  an   Authenticating   Agent  for  such  series  except  for
authentication  upon original issuance or pursuant to Section 2.07 hereof.  Each
Authenticating  Agent  shall  be  acceptable  to  the  Company  and  shall  be a
corporation which has a combined capital and surplus,  as most recently reported
or determined by it,  sufficient under the laws of any jurisdiction  under which
it is  organized or in which it is doing  business to conduct a trust  business,
and which is otherwise  authorized  under such laws to conduct such business and
is subject to supervision or examination by Federal or State authorities.  If at
any time any Authenticating  Agent shall cease to be eligible in accordance with
these provisions it shall resign immediately.

       Any Authenticating  Agent may at any time resign by giving written notice
of  resignation  to the Trustee and to the Company.  The Trustee may at any time
(and  upon  request  by  the  Company   shall)   terminate  the  agency  of  any
Authenticating   Agent  by  giving   written   notice  of  termination  to  such
Authenticating  Agent  and to the  Company.  Upon  resignation,  termination  or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating  Agent pursuant hereto. The Company agrees
to pay to each  Authenticating  Agent from time to time reasonable  compensation
for its services under this Section.

       SECTION 2.11. (a) If the Company shall establish pursuant to Section 2.01
that  the  Securities  of a  particular  series  are to be  issued  as a  Global
Security,  then the Company shall execute and the Trustee  shall,  in accordance
with Section 2.04,  authenticate and deliver,  a Global Security which (i) shall
represent,  and  shall  be  denominated  in an  amount  equal  to the  aggregate
principal  amount of, all of the  Outstanding  Securities  of such series,  (ii)
shall be registered in the

                                       15
<PAGE>


name  of the  Depository  or its  nominee,  (iii)  shall  be  authenticated  and
delivered  by the Trustee to the  Depository  or  pursuant  to the  Depository's
instruction and (iv) shall bear a legend  substantially to the following effect:
"Except as otherwise  provided in Section 2.11 of the  Indenture,  this Security
may be  transferred,  in whole but not in part,  only to another  nominee of the
Depository  or to a  successor  Depository  or to a  nominee  of such  successor
Depository."

       (b)    Notwithstanding   the  provisions  of  Section  2.05,  the  Global
Security  of a series  may be  transferred,  in whole but not in part and in the
manner  provided in Section 2.05,  only to another nominee of the Depository for
such series,  or to a successor  Depository for such series selected or approved
by the Company or to a nominee of such successor Depository.

       (c)    If at any time the Depository for a series of Securities  notifies
the Company that it is unwilling  or unable to continue as  Depository  for such
series  or if at any time the  Depository  for such  series  shall no  longer be
registered  or in good  standing  under the  Exchange  Act, or other  applicable
statute  or  regulation  and a  successor  Depository  for  such  series  is not
appointed by the Company  within 90 days after the Company  receives such notice
or becomes aware of such condition,  as the case may be, this Section 2.11 shall
no longer be  applicable  to the  Securities of such series and the Company will
execute,  and subject to Section 2.05, the Trustee will authenticate and deliver
Securities  of such series in definitive  registered  form without  coupons,  in
authorized  denominations,  and in an  aggregate  principal  amount equal to the
principal  amount of the Global  Security of such  series in  exchange  for such
Global  Security.  In addition,  the Company may at any time  determine that the
Securities of any series shall no longer be represented by a Global Security and
that the provisions of this Section 2.11 shall no longer apply to the Securities
of such series.  In such event the Company will execute,  and subject to Section
2.05,  the Trustee,  upon receipt of an Officers'  Certificate  evidencing  such
determination by the Company,  will authenticate and deliver  Securities of such
series  in   definitive   registered   form  without   coupons,   in  authorized
denominations,  and in an  aggregate  principal  amount  equal to the  principal
amount of the  Global  Security  of such  series  in  exchange  for such  Global
Security.  Upon the  exchange  of the Global  Security  for such  Securities  in
definitive  registered form without coupons,  in authorized  denominations,  the
Global Security shall be canceled by the Trustee.  Such Securities in definitive
registered  form issued in  exchange  for the Global  Security  pursuant to this
Section  2.11(c)  shall  be  registered  in such  names  and in such  authorized
denominations  as the Depository,  pursuant to  instructions  from its direct or
indirect participants or otherwise,  shall instruct the Security Registrar.  The
Trustee shall  deliver such  Securities  to the  Depository  for delivery to the
persons in whose names such Securities are so registered.

       SECTION 2.12. In the case of the Securities of any series  denominated in
any  currency  other than  Dollars or in a  composite  currency  (the  "Required
Currency"),  except as otherwise  specified  with respect to such  Securities as
contemplated  by Section 2.01, the obligation of the Company to make any payment
of the  principal  thereof,  or the  premium or interest  thereon,  shall not be
discharged  or  satisfied  by any  tender by the  Company,  or  recovery  by the
Trustee, in any currency other than the Required Currency,  except to the extent
that such tender or recovery shall result in the Trustee timely holding the full
amount of the  Required  Currency  then due and  payable.  If any such tender or
recovery is in a currency other than the Required Currency, the Trustee may take
such  actions as it  considers  appropriate  to exchange  such  currency for the
Required Currency. The costs and risks of any such exchange,  including, without
limitation, the risks of delay and exchange rate fluctuation,  shall be borne by
the Company, the Company shall

                                       16
<PAGE>


remain  fully  liable for any  shortfall  or  delinquency  in the full amount of
Required  Currency  then due and  payable,  and in no  circumstances  shall  the
Trustee  be liable  therefor  except in the case of its  negligence  or  willful
misconduct.

       SECTION 2.13. The Company in issuing  Securities may use "CUSIP"  numbers
(if then  generally  in use) and,  if so used,  the  Trustee  shall use  "CUSIP"
numbers in notices of  redemption  as a  convenience  to holders of  Securities;
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 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.  The Company shall
promptly notify the Trustee of any change in the CUSIP numbers.

                                 ARTICLE THREE
              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

       SECTION 3.01.  The Company may redeem the Securities of any series issued
hereunder on and after the dates and in  accordance  with the terms  established
for such series pursuant to Section 2.01 hereof.

       SECTION 3.02. (a) In case the Company shall desire to exercise such right
to redeem all or, as the case may be, a portion of the  Securities of any series
in  accordance  with the right  reserved  so to do, it shall give notice of such
redemption  to  holders  of the  Securities  of such  series to be  redeemed  by
mailing,  first class postage prepaid, a notice of such redemption not less than
30 days and not more than 60 days before the date fixed for  redemption  of that
series to such  holders at their last  addresses  as they shall  appear upon the
Security  Register.  Any notice  which is mailed in the manner  herein  provided
shall be  conclusively  presumed  to have been duly  given,  whether  or not the
registered  holder receives the notice.  In any case,  failure duly to give such
notice to the holder of any Security of any series  designated for redemption in
whole or in part, or any defect in the notice,  shall not affect the validity of
the proceedings for the redemption of any other Securities of such series or any
other  series.  In the  case  of  any  redemption  of  Securities  prior  to the
expiration of any  restriction on such  redemption or subject to compliance with
certain conditions 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 any such restriction or condition.

       Unless otherwise so provided as to a particular series of Securities,  if
at the time of mailing of any notice of  redemption  the Company  shall not have
deposited  with the paying agent an amount in cash  sufficient  to redeem all of
the Securities  called for redemption,  including  accrued  interest to the date
fixed for redemption,  such notice shall state that it is subject to the receipt
of  redemption  moneys  by the  paying  agent on or  before  the date  fixed for
redemption  (unless such redemption is mandatory) and such notice shall be of no
effect unless such moneys are so received on or before such date.

       Each such  notice of  redemption  shall  identify  the  Securities  to be
redeemed  (including  CUSIP  numbers,  if  any),  specify  the  date  fixed  for
redemption and the redemption price at which

                                       17
<PAGE>


Securities  of that series are to be  redeemed,  and shall state that payment of
the  redemption  price of such  Securities  to be  redeemed  will be made at the
office  or  agency of the  Company,  upon  presentation  and  surrender  of such
Securities,  that interest accrued to the date fixed for redemption will be paid
as specified in said notice,  that from and after said date  interest will cease
to accrue and that the redemption is for a sinking fund, if such is the case. If
less than all the  Securities of a series are to be redeemed,  the notice to the
holders of  Securities  of that  series to be redeemed in whole or in part shall
specify the particular  Securities to be so redeemed. In case any Security is to
be redeemed in part only,  the notice which relates to such Security shall state
the portion of the principal amount thereof to be redeemed, and shall state that
on and after  the  redemption  date,  upon  surrender  of such  Security,  a new
Security  or  Securities  of  such  series  in  principal  amount  equal  to the
unredeemed portion thereof will be issued.

       (b)    If less than all the  Securities  of a series are to be  redeemed,
the Company  shall give the  Trustee at least 45 days'  notice in advance of the
date fixed for redemption  (unless the Trustee shall agree to a shorter  period)
as to the aggregate principal amount of Securities of the series to be redeemed,
and thereupon  the Trustee  shall  select,  by lot or in such other manner as it
shall deem  appropriate and fair in its discretion and which may provide for the
selection  of a portion or portions  (equal to $1,000 or any  integral  multiple
thereof, subject to Sections 2.01(xi) and (xiv)) of the principal amount of such
Securities of a  denomination  larger than $1,000  (subject as  aforesaid),  the
Securities to be redeemed and shall  thereafter  promptly  notify the Company in
writing of the numbers of the Securities to be redeemed, in whole or in part.

       The  Company  may,  if and  whenever  it shall so elect,  by  delivery of
instructions signed on its behalf by an Authorized Officer, instruct the Trustee
or any paying  agent to call all or any part of the  Securities  of a particular
series for  redemption  and to give notice of redemption in the manner set forth
in this Section, such notice to be in the name of the Company or its own name as
the Trustee or such paying agent may deem advisable. In any case in which notice
of  redemption  is to be given by the  Trustee  or any such  paying  agent,  the
Company shall deliver or cause to be delivered to, or permit to remain with, the
Trustee  or such  paying  agent,  as the case may be,  such  Security  Register,
transfer  books or other  records,  or suitable  copies or  extracts  therefrom,
sufficient to enable the Trustee or such paying agent to give any notice by mail
that may be required under the provisions of this Section.

       SECTION 3.03.  (a) If the giving of notice of redemption  shall have been
completed as above  provided,  the  Securities  or portions of Securities of the
series to be redeemed  specified  in such notice shall become due and payable on
the date and at the place  stated in such  notice at the  applicable  redemption
price,  together with,  subject to the Company Order or  supplemental  indenture
hereto establishing the terms of such series of Securities,  interest accrued to
the date fixed for  redemption  and interest on such  Securities  or portions of
Securities  shall  cease to accrue on and after the date  fixed for  redemption,
unless the Company  shall  default in the payment of such  redemption  price and
accrued  interest  with  respect to any such  Security  or portion  thereof.  On
presentation  and  surrender of such  Securities  on or after the date fixed for
redemption  at the place of payment  specified  in the notice,  said  Securities
shall be paid and redeemed at the applicable  redemption  price for such series,
together with,  subject to the Company Order or  supplemental  indenture  hereto
establishing the terms of such series of Securities, interest accrued thereon to
the date fixed for redemption.

                                       18
<PAGE>


       (b)    Upon  presentation  of any  Security of such series which is to be
redeemed  in  part  only,  the  Company  shall  execute  and the  Trustee  shall
authenticate  and the office or agency  where the  Security is  presented  shall
deliver to the holder thereof,  at the expense of the Company, a new Security or
Securities of the same series,  of authorized  denominations in principal amount
equal to the unredeemed portion of the Security so presented.

       SECTION 3.04.  The  provisions of this Section 3.04 and Sections 3.05 and
3.06 shall be applicable to any sinking fund for the retirement of Securities of
a series,  except as  otherwise  specified as  contemplated  by Section 2.01 for
Securities of such series.

       The minimum amount of any sinking fund payment  provided for by the terms
of Securities of any series is herein  referred to as a "mandatory  sinking fund
payment",  and any payment in excess of such minimum amount  provided for by the
terms of Securities of any series is herein referred to as an "optional  sinking
fund  payment".  If provided for by the terms of Securities  of any series,  the
cash amount of any sinking  fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Securities  of such series as provided  for by the terms of  Securities  of such
series.

       SECTION  3.05.  The Company (i) may deliver  Outstanding  Securities of a
series (other than any previously called for redemption) and (ii) may apply as a
credit Securities of a 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,  in each case in  satisfaction  of all or any part of any  mandatory
sinking fund payment;  provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the  redemption  price  specified in such  Securities  for redemption
through operation of the mandatory sinking fund and the amount of such mandatory
sinking fund payment shall be reduced accordingly.

       SECTION  3.06.  Not less than 45 days prior to each  sinking fund payment
date for any series of  Securities,  the Company  will deliver to the Trustee an
Officers'  Certificate  specifying  the amount of the next ensuing  sinking fund
payment  for that  series  pursuant  to the terms of that  series,  the  portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series  pursuant to Section 3.05 and the basis for such credit and will,
together with such Officers' Certificate,  deliver to the Trustee any Securities
to be so delivered.  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 3.02 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  3.02,  except  that the notice of
redemption  shall  also  state  that the  Securities  of such  series  are being
redeemed by operation  of the sinking  fund and the sinking  fund payment  date.
Such notice having been duly given,  the redemption of such Securities  shall be
made upon the terms and in the manner stated in Section 3.03.

                                       19
<PAGE>


                                  ARTICLE FOUR
                       PARTICULAR COVENANTS OF THE COMPANY

       The Company  covenants  and agrees for each series of the  Securities  as
follows:

       SECTION  4.01.  The Company will duly and  punctually  pay or cause to be
paid the  principal of (and premium,  if any) and interest on the  Securities of
that  series  at the  time and  place  and in the  manner  provided  herein  and
established with respect to such Securities.

       SECTION 4.02. So long as any series of the Securities remain outstanding,
the Company  agrees to  maintain  an office or agency with  respect to each such
series,  which shall be in the Borough of  Manhattan,  the City and State of New
York or at such other  location or locations as may be designated as provided in
this Section  4.02,  where (i)  Securities  of that series may be presented  for
payment,  (ii)  Securities  of  that  series  may be  presented  as  hereinabove
authorized  for  registration  of transfer and  exchange,  and (iii) notices and
demands to or upon the Company in respect of the  Securities  of that series and
this Indenture may be given or served, such designation to continue with respect
to such office or agency until the Company shall, by written notice signed by an
Authorized Officer and delivered to the Trustee,  designate some other office or
agency for such  purposes or any of them.  If at any time the Company shall fail
to  maintain  any such  required  office or agency or shall fail to furnish  the
Trustee with the address thereof, such presentations, notices and demands may be
made or served at the  Corporate  Trust Office of the  Trustee,  and the Company
hereby  appoints  the  Trustee as its agent to receive  all such  presentations,
notices and  demands.  The Trustee  will  initially  act as paying agent for the
Securities.

       The Company may also from time to time,  by written  notice  signed by an
Authorized  Officer and  delivered to the Trustee,  designate  one or more other
offices or agencies for the foregoing  purposes within or outside the Borough of
Manhattan,   City  of  New  York,  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  obligations  to  maintain an office or
agency in the Borough of Manhattan, City of New York for the foregoing purposes.
The Company will give prompt  written notice to the Trustee of any change in the
location of any such other office or agency.

       SECTION 4.03.  (a) If the Company shall appoint one or more paying agents
for all or any series of the  Securities,  other than the  Trustee,  the Company
will  cause each such  paying  agent to execute  and  deliver to the  Trustee an
instrument  in which such agent  shall  agree with the  Trustee,  subject to the
provisions of this Section:

              (1)    that it will hold all sums held by it as such agent for the
       payment of the  principal  of (and  premium,  if any) or  interest on the
       Securities of that series  (whether such sums have been paid to it by the
       Company  or by any other  obligor  of such  Securities)  in trust for the
       benefit of the persons entitled thereto;

              (2)    that it will give the Trustee  notice of any failure by the
       Company (or by any other obligor of such  Securities) to make any payment
       of the principal of (and premium,  if any) or interest on the  Securities
       of that series when the same shall be due

                                       20
<PAGE>


       and payable;

              (3)    that it will,  at any time  during the  continuance  of any
       failure  referred to in the preceding  paragraph  (a)(2) above,  upon the
       written request of the Trustee,  forthwith pay to the Trustee all sums so
       held in trust by such paying agent; and

              (4)    that it will  perform all other  duties of paying  agent as
       set forth in this Indenture.

       (b)    If the Company  shall act as its own paying  agent with respect to
any  series  of the  Securities,  it  will on or  before  each  due  date of the
principal of (and premium, if any) or interest on Securities of that series, set
aside,  segregate  and hold in trust for the  benefit  of the  persons  entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
so becoming  due on  Securities  of that series until such sums shall be paid to
such  persons or  otherwise  disposed of as herein  provided  and will  promptly
notify the Trustee of such action, or any failure (by it or any other obligor on
such  Securities)  to take such action.  Whenever the Company  shall have one or
more paying agents for any series of Securities, it will, prior to each due date
of the principal of (and premium,  if any) or interest on any Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal (and
premium,  if any) or interest so becoming  due, such sum to be held in trust for
the benefit of the persons entitled 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.

       (c)    Anything in this Section to the contrary notwithstanding,  (i) the
agreement  to hold sums in trust as provided  in this  Section is subject to the
provisions  of Section  11.04,  and (ii) 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 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 terms and  conditions  as those upon which such sums were
held by the Company or such paying  agent;  and, upon such payment by any paying
agent to the  Trustee,  such paying  agent  shall be  released  from all further
liability with respect to such money.

       SECTION 4.04. The Company,  whenever necessary to avoid or fill a vacancy
in the office of Trustee,  will appoint, in the manner provided in Section 7.10,
a Trustee, so that there shall at all times be a Trustee hereunder.

       SECTION  4.05.   Unless  a  Company  Order  or   supplemental   indenture
establishing the series of Securities provides otherwise,  the Company will not,
while any of the Securities remain outstanding, consolidate with, or merge into,
or merge into itself, or sell or convey all or substantially all of its property
to any other  Person  unless the  provisions  of Article Ten hereof are complied
with.

                                  ARTICLE FIVE
                SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
                                 AND THE TRUSTEE

       SECTION  5.01.  The Company  will furnish or cause to be furnished to the
Trustee (a) on

                                       21
<PAGE>


each regular record date (as defined in Section 2.03) for the Securities of each
Tranche of a series a list, in such form as the Trustee may reasonably  require,
of the names and  addresses of the holders of such Tranche of  Securities  as of
such regular record date,  provided,  that the Company shall not be obligated to
furnish or cause to be  furnished  such list at any time that the list shall not
differ in any respect from the most recent list  furnished to the Trustee by the
Company and (b) at such other times as the Trustee may request in writing within
30 days after the receipt by the Company of any such request,  a list of similar
form and  content as of a date not more than 15 days prior to the time such list
is furnished;  provided,  however, no such list need be furnished for any series
for which the Trustee shall be the Security Registrar.

       SECTION 5.02. (a) The Trustee shall preserve,  in as current a form as is
reasonably  practicable,  all  information  as to the names and addresses of the
holders of  Securities  contained  in the most  recent list  furnished  to it as
provided  in  Section  5.01 and as to the  names and  addresses  of  holders  of
Securities  received by the Trustee in its  capacity as Security  Registrar  (if
acting in such capacity).

       (b)    The Trustee may  destroy any list  furnished  to it as provided in
Section 5.01 upon receipt of a new list so furnished.

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

              (1)    afford  to  such  applicants   access  to  the  information
       preserved at the time by the Trustee in accordance with the provisions of
       subsection (a) of this Section 5.02; or

              (2)    inform  such  applicants  as to the  approximate  number of
       holders of  Securities of such series or of all  Securities,  as the case
       may be, whose names and addresses appear in the information  preserved at
       the time by the Trustee,  in accordance with the provisions of subsection
       (a) of this Section 5.02,  and as to the  approximate  cost of mailing to
       such  Securityholders the form of proxy or other  communication,  if any,
       specified in such application.

       (d)    If the Trustee shall elect not to afford such applicants access to
such  information,   the  Trustee  shall,  upon  the  written  request  of  such
applicants, mail to each holder of such series or of all Securities, as the case
may be, whose name and address appears in the information  preserved at the time
by the Trustee in  accordance  with the  provisions  of  subsection  (a) of this
Section  5.02,  a copy of the  form of proxy  or  other  communication  which is
specified in such  request,  with  reasonable  promptness  after a tender to the
Trustee  of the  material  to be mailed and of  payment,  or  provision  for the
payment,  of the reasonable  expenses of mailing,  unless within five days after
such  tender,  the  Trustee  shall  mail to such  applicants  and file  with the
Commission,  together  with a copy  of the  material  to be  mailed,  a  written
statement to the effect


                                       22
<PAGE>


that, in the opinion of the Trustee,  such mailing would be contrary to the best
interests of the holders of Securities of such series or of all  Securities,  as
the case may be,  or would be in  violation  of  applicable  law.  Such  written
statement  shall specify the basis of such  opinion.  If the  Commission,  after
opportunity for a hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such objections or if,
after  the  entry of an order  sustaining  one or more of such  objections,  the
Commission  shall find,  after notice and opportunity for hearing,  that all the
objections so sustained have been met and shall enter an order so declaring, the
Trustee  shall mail  copies of such  material to all such  Securityholders  with
reasonable  promptness  after the entry of such  order and the  renewal  of such
tender;  otherwise,  the Trustee shall be relieved of any  obligation or duty to
such applicants respecting their application.

       (e)    Each and every holder of the Securities,  by receiving and holding
the same,  agrees with the Company and the Trustee  that neither the Company nor
the  Trustee  nor any  paying  agent nor any  Security  Registrar  shall be held
accountable by reason of the disclosure of any such  information as to the names
and addresses of the holders of Securities in accordance  with the provisions of
subsection  (c) of this  Section,  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 said subsection
(c).

       SECTION  5.03.  (a) The  Company  covenants  and  agrees to file with the
Trustee,  within 30 days after the Company is required to file the same with the
Commission,  a copy of the annual reports and of the information,  documents and
other  reports  (or a copy  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 to
file  with the  Trustee  and,  unless  the  Commission  shall  not  accept  such
information,  documents or reports, the Commission, in accordance with the rules
and  regulations  prescribed  from time to time by the  Commission,  such of the
supplementary  and  periodic  information,  documents  and reports  which may be
required  pursuant to Section 13 of the  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.

       (b)    The Company  covenants and agrees to file with the Trustee and the
Commission, in accordance with the 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  provided
for in this  Indenture  as may be  required  from time to time by such rules and
regulations.

       (c)    The Company  covenants and agrees to transmit by mail, first class
postage  prepaid,  or reputable  over-night  delivery service which provides for
evidence of receipt, to the Securityholders, as their names and addresses appear
upon the  Security  Register,  within 30 days after the filing  thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company  pursuant to subsections (a) and (b) of this Section as may
be  required  by  rules  and  regulations  prescribed  from  time to time by the
Commission.

                                       23
<PAGE>


       (d)    The Company covenants and agrees to furnish to the Trustee,  on or
before  May 15 in  each  calendar  year  in  which  any of  the  Securities  are
outstanding, or on or before such other day in each calendar year as the Company
and the Trustee may from time to time agree upon, a Certificate as to compliance
with all conditions  and covenants  under this  Indenture.  For purposes of this
subsection (d), such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture.

       (e)    Delivery of such information,  documents or reports to the Trustee
pursuant to Section  5.03(a) or 5.03(b) is for  informational  purposes only and
the Trustee's  receipt thereof shall not constitute  constructive  notice of any
information   contained  therein  or  determinable  from  information  contained
therein,  including,  in the case of Section 5.03(b),  the Company's  compliance
with any of the covenants hereunder.

       SECTION  5.04.  (a) On or before July 15 in each year in which any of the
Securities  are  outstanding,  the Trustee shall  transmit by mail,  first class
postage  prepaid,  to the  Securityholders,  as their names and addresses appear
upon the Security  Register,  a brief report dated as of the  preceding  May 15,
with respect to any of the following  events which may have occurred  within the
previous  twelve months (but if no such event has occurred within such period no
report need be transmitted):

              (1)    any change to its  eligibility  under Section 7.09, and its
       qualifications under Section 310(b) of the Trust Indenture Act;

              (2)    the  creation of or any material  change to a  relationship
       specified  in  paragraphs  (1)  through  (10) of Section 310 of the Trust
       Indenture Act;

              (3)    the  character  and  amount  of any  advances  (and  if the
       Trustee  elects so to state,  the  circumstances  surrounding  the making
       thereof) made by the Trustee (as such) which remain unpaid on the date of
       such report,  and for the reimbursement of which it claims or may claim a
       lien or charge, prior to that of the Securities, on any property or funds
       held or collected by it as trustee if such  advances so remaining  unpaid
       aggregate  more than 1/2 of 1% of the principal  amount of the Securities
       outstanding on the date of such report;

              (4)    any change to the amount,  interest rate, and maturity date
       of all other indebtedness  owing by the Company,  or by any other obligor
       on the Securities, to the Trustee in its individual capacity, on the date
       of  such  report,  with a  brief  description  of any  property  held  as
       collateral  security  therefor,  except  any  indebtedness  based  upon a
       creditor  relationship arising in any manner described in paragraphs (2),
       (3), (4) or (6) of Section 311(b) of the Trust Indenture Act;

              (5)    any change to the property and funds, if any, physically in
       the possession of the Trustee as such on the date of such report;

              (6)    any  release,  or release  and  substitution,  of  property
       subject to the lien,  if any, of this  Indenture  (and the  consideration
       thereof, if any) which it has not previously reported;

                                       24
<PAGE>


              (7)    any  additional  issue of Securities  which the Trustee has
       not previously reported; and

              (8)    any action taken by the Trustee in the  performance  of its
       duties  under this  Indenture  which it has not  previously  reported and
       which in its opinion  materially affects the Securities or the Securities
       of any series, except any action in respect of a default, notice of which
       has been or is to be withheld by it in accordance  with the provisions of
       Section 6.07.

       (b)    The Trustee shall transmit by mail,  first class postage  prepaid,
to the  Securityholders,  as their names and addresses  appear upon the Security
Register,  a brief  report  with  respect  to the  character  and  amount of any
advances (and if the Trustee elects so to state, the  circumstances  surrounding
the  making  thereof)  made by the  Trustee  as such  since the date of the last
report transmitted  pursuant to the provisions of subsection (a) of this Section
(or if no such report has yet been so  transmitted,  since the date of execution
of this Indenture), for the reimbursement of which it claims or may claim a lien
or charge  prior to that of the  Securities  of any series on  property or funds
held or collected  by it as Trustee,  and which it has not  previously  reported
pursuant  to this  subsection  if such  advances  remaining  unpaid  at any time
aggregate  more than 10% of the  principal  amount of  Securities of such series
outstanding  at such time,  such report to be  transmitted  within 90 days after
such time.

       (c)    A copy of each such report shall, at the time of such transmission
to  Securityholders,  be filed by the Trustee with the Company,  with each stock
exchange upon which any  Securities  are listed (if so listed) and also with the
Commission.  The Company agrees to notify the Trustee when any Securities become
listed on any stock exchange.

                                  ARTICLE SIX
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

       SECTION  6.01.  (a) Whenever  used herein with respect to Securities of a
particular  series,  "Event of Default"  means any one or more of the  following
events which has occurred and is continuing:

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

              (2)    default in the payment of the principal of (or premium,  if
       any, on) any of the  Securities of that series as and when the same shall
       become due and payable whether at maturity, upon redemption,  pursuant to
       any sinking fund obligation, by declaration or otherwise, and continuance
       of such default for a period of 3 Business Days;

              (3)    failure  on the  part of the  Company  duly to  observe  or
       perform  any  other of the  covenants  or  agreements  on the part of the
       Company  with  respect to that series  contained  in such  Securities  or
       otherwise  established with respect to that series of Securities pursuant
       to Section  2.01  hereof or  contained  in this  Indenture  (other than a

                                       25
<PAGE>


       covenant or agreement which has been expressly included in this Indenture
       solely for the  benefit of one or more  series of  Securities  other than
       such  series)  for a period of 90 days  after  the date on which  written
       notice of such  failure,  requiring  the same to be remedied  and stating
       that such  notice is a "Notice  of  Default"  hereunder,  shall have been
       given to the Company by the Trustee,  by registered or certified mail, or
       to the  Company  and  the  Trustee  by the  holders  of at  least  33% in
       principal   amount  of  the   Securities  of  that  series  at  the  time
       outstanding;

              (4)    a decree  or order by a court  having  jurisdiction  in the
       premises  shall have been  entered  adjudging  the Company as bankrupt or
       insolvent,  or approving as properly filed a petition seeking liquidation
       or reorganization of the Company under the Federal Bankruptcy Code or any
       other similar  applicable  Federal or State law, and such decree or order
       shall  have  continued   unvacated  and  unstayed  for  a  period  of  90
       consecutive  days; or an involuntary  case shall be commenced  under such
       Code in respect  of the  Company  and shall  continue  undismissed  for a
       period of 90  consecutive  days or an order for relief in such case shall
       have been entered; or a decree or order of a court having jurisdiction in
       the premises shall have been entered for the appointment on the ground of
       insolvency  or  bankruptcy  of a receiver or custodian or  liquidator  or
       trustee or assignee in  bankruptcy or insolvency of the Company or of its
       property,  or for the winding up or liquidation of its affairs,  and such
       decree or order shall have remained in force unvacated and unstayed for a
       period of 90 consecutive days;

              (5)    the Company shall institute proceedings to be adjudicated a
       voluntary  bankrupt,  or shall  consent  to the  filing  of a  bankruptcy
       proceeding  against  it, or shall  file a  petition  or answer or consent
       seeking  liquidation or reorganization  under the Federal Bankruptcy Code
       or any other similar applicable Federal or State law, or shall consent to
       the filing of any such petition,  or shall consent to the  appointment on
       the ground of  insolvency  or  bankruptcy  of a receiver or  custodian or
       liquidator or trustee or assignee in bankruptcy or insolvency of it or of
       its property,  or shall make an assignment  for the benefit of creditors;
       or

              (6)    the  occurrence  of any other Event of Default with respect
       to Securities of such series, as contemplated by Section 2.01 hereof.

       (b)    The  Company  shall file with the  Trustee  written  notice of the
occurrence  of any Event of Default  within five  Business Days of the Company's
becoming aware of any such Event of Default. In each and every such case, unless
the principal of all the Securities of that series shall have already become due
and payable, either the Trustee or the holders of not less than 33% in aggregate
principal amount of the Securities of that series then outstanding hereunder, by
notice  in  writing  to the  Company  (and  to the  Trustee  if  given  by  such
Securityholders),  may declare the principal (or, if any of such  Securities are
Discount  Securities,  such portion of the  principal  amount  thereof as may be
specified by their terms as  contemplated by Section 2.01) of all the Securities
of that series to be due and payable immediately,  and upon any such declaration
the same  shall  become  and  shall be  immediately  due and  payable,  anything
contained in this  Indenture or in the  Securities of that series or established
with  respect to that  series  pursuant to Section  2.01 hereof to the  contrary
notwithstanding.

                                       26
<PAGE>


       (c)    Section 6.01(b),  however, is subject to the condition that if, at
any time after the principal of the Securities of that series shall have been so
declared due and  payable,  and before any judgment or decree for the payment of
the monies due shall have been obtained or entered as hereinafter provided,  the
Company shall pay or shall deposit with the Trustee a sum  sufficient to pay all
matured  installments of interest upon all the Securities of that series and the
principal of (and  premium,  if any, on) any and all  Securities  of that series
which shall have become due otherwise than by  acceleration  (with interest upon
such  principal  and  premium,  if any,  and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest,  at the
rate per annum  expressed in the  Securities  of that series to the date of such
payment or deposit) and the amount  payable to the Trustee  under  Section 7.06,
and any and all  defaults  under the  Indenture,  other than the  nonpayment  of
principal on  Securities of that series which shall not have become due by their
terms,  shall have been remedied or waived as provided in Section 6.06, then and
in every such case the holders of a majority in  aggregate  principal  amount of
the Securities of that series then outstanding, by written notice to the Company
and to the Trustee,  may rescind and annul such declaration and its consequences
with respect to that series of Securities;  but no such rescission and annulment
shall  extend to or shall  affect any  subsequent  default,  or shall impair any
right consequent thereon.

       (d)    In case the Trustee has been directed by  Securityholders  and has
proceeded to enforce any right with respect to  Securities  of that series under
this Indenture and such  proceedings  shall have been  discontinued or abandoned
because of such  rescission  or  annulment or for any other reason or shall have
been  determined  adversely  to the  Trustee,  then and in every  such  case the
Company and the Trustee shall be restored respectively to their former positions
and rights hereunder, and all rights, remedies and powers of the Company and the
Trustee shall continue as though no such proceedings had been taken.

       SECTION 6.02. (a) The Company  covenants that in case an Event of Default
described  in  subsection  6.01(a)(1)  or  (a)(2)  shall  have  occurred  and be
continuing, upon demand of the Trustee, the Company will pay to the Trustee, for
the benefit of the holders of the  Securities  of that series,  the whole amount
that then shall have become due and payable on all such Securities for principal
(and  premium,  if any) or interest,  or both, as the case may be, with interest
upon the overdue principal (and premium, if any) and (to the extent that payment
of such interest is enforceable under applicable law and without  duplication of
any  other  amounts  paid  by the  Company  in  respect  thereof)  upon  overdue
installments  of interest at the rate per annum  expressed in the  Securities of
that  series;  and,  in  addition  thereto,  such  further  amount  as  shall be
sufficient to cover the costs and expenses of collection, and the amount payable
to the Trustee under Section 7.06.

       (b)    In case the Company shall fail  forthwith to pay such amounts upon
such demand,  the Trustee,  in its own name and as trustee of an express  trust,
shall be entitled and empowered to institute any action or proceedings at law or
in equity for the  collection  of the sums so due and unpaid,  and may prosecute
any such action or proceeding  to judgment or final decree,  and may enforce any
such  judgment or final  decree  against the Company or other  obligor  upon the
Securities  of that series and collect in the manner  provided by law out of the
property  of the Company or other  obligor  upon the  Securities  of that series
wherever situated the monies adjudged or decreed to be payable.

                                       27
<PAGE>


       (c)    In case of any receivership,  insolvency, liquidation, bankruptcy,
reorganization,   readjustment,   arrangement,  composition  or  other  judicial
proceedings affecting the Company, any other obligor on such Securities,  or the
creditors  or property of either,  the Trustee  shall have power to intervene in
such  proceedings and take any action therein that may be permitted by the court
and shall (except as may be otherwise  provided by law) be entitled to file such
proofs of claim and other papers and  documents as may be necessary or advisable
in order to have the claims of the Trustee and of the holders of  Securities  of
such series allowed for the entire amount due and payable by the Company or such
other  obligor  under  this  Indenture  at  the  date  of  institution  of  such
proceedings  and for any  additional  amount which may become due and payable by
the Company or such other  obligor  after such date,  and to collect and receive
any monies or other property  payable or  deliverable on any such claim,  and to
distribute  the same after the  deduction  of the amount  payable to the Trustee
under  Section  7.06;  and any  receiver,  assignee or trustee in  bankruptcy or
reorganization is hereby authorized by each of the holders of Securities of such
series 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  Securityholders,
to pay to the Trustee any amount due it under Section 7.06.

       (d)    All rights of action and of asserting claims under this Indenture,
or under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or  proceeding  instituted  by the Trustee shall be brought in its
own name as trustee of an express  trust,  and any  recovery of judgment  shall,
after  provision  for payment to the  Trustee of any  amounts due under  Section
7.06,  be for the  ratable  benefit  of the  holders of the  Securities  of such
series.

       In  case  of an  Event  of  Default  hereunder,  the  Trustee  may in its
discretion  proceed  to protect  and  enforce  the  rights  vested in it by this
Indenture by such  appropriate  judicial  proceedings  as the Trustee shall deem
most  effectual to protect and enforce any of such  rights,  either at law or in
equity or in bankruptcy or otherwise,  whether for the specific  enforcement  of
any covenant or agreement  contained in the  Indenture or in aid of the exercise
of any power  granted  in this  Indenture,  or to  enforce  any  other  legal or
equitable right vested in the Trustee by this Indenture or by law.

       Nothing  herein  contained  shall be deemed to  authorize  the Trustee to
authorize or consent to or accept or adopt on behalf of any  Securityholder  any
plan of  reorganization,  arrangement,  adjustment or composition  affecting the
Securities  of that series or the rights of any holder  thereof or to  authorize
the  Trustee to vote in respect of the claim of any  Securityholder  in any such
proceeding.

       SECTION  6.03.  Any monies  collected by the Trustee  pursuant to Section
6.02 with respect to a particular  series of Securities  shall be applied in the
order  following,  at the date or dates fixed by the Trustee and, in case of the
distribution  of such monies on account of  principal  (or  premium,  if any) or
interest,  upon  presentation  of the several  Securities  of that  series,  and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:

              FIRST:  To the payment of costs and expenses of collection  and of

                                       28
<PAGE>


       all amounts payable to the Trustee under Section 7.06;

              SECOND:  To the  payment of the  amounts  then due and unpaid upon
       Securities  of such  series  for  principal  (and  premium,  if any)  and
       interest,  in respect of which or for the benefit of which such money has
       been  collected,  ratably,  without  preference  or priority of any kind,
       according to the amounts due and payable on such Securities for principal
       (and premium, if any) and interest, respectively; and

              THIRD: To the Company.

       SECTION  6.04.  No holder of any  Security  of any series  shall have any
right by virtue or by availing of any  provision of this  Indenture to institute
any suit, action or proceeding in equity or at law upon or under or with respect
to this Indenture or for the  appointment  of a receiver or trustee,  or for any
other remedy  hereunder,  unless such holder  previously shall have given to the
Trustee  written  notice of an Event of Default and of the  continuance  thereof
with respect to Securities of such series  specifying such Event of Default,  as
hereinbefore  provided,  and  unless  also the  holders  of not less than 33% in
aggregate  principal  amount of the  Securities of such series then  outstanding
shall have made written request upon the Trustee to institute such action,  suit
or proceeding in its own name as trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs,  expenses
and liabilities to be incurred  therein or thereby,  and the Trustee for 60 days
after its receipt of such  notice,  request and offer of  indemnity,  shall have
failed to institute any such action, suit or proceeding; it being understood and
intended,  and being  expressly  covenanted  by the  taker  and  holder of every
Security of such series with every other such taker and holder and the  Trustee,
that no one or more holders of Securities of such series shall have any right in
any  manner  whatsoever  by  virtue  or by  availing  of any  provision  of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such  Securities,  or to obtain or seek to obtain priority over or preference
to any other such holder,  or to enforce any right under this Indenture,  except
in the manner herein  provided and for the equal,  ratable and common benefit of
all holders of Securities of such series.  For the protection and enforcement of
the provisions of this Section,  each and every  Securityholder  and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

       Notwithstanding  any other  provisions of this  Indenture,  however,  the
right of any holder of any Security to receive  payment of the principal of (and
premium, if any) and interest on such Security, as therein provided, on or after
the  respective  due  dates  expressed  in  such  Security  (or in the  case  of
redemption, on the redemption date), or to institute suit for the enforcement of
any such payment on or after such respective dates or redemption date, shall not
be impaired or affected without the consent of such holder.

       SECTION  6.05.  (a) All powers and remedies  given by this Article to the
Trustee or to the  Securityholders  shall,  to the extent  permitted  by law, be
deemed cumulative and not exclusive of any others thereof or of any other powers
and  remedies  available  to the  Trustee or the holders of the  Securities,  by
judicial  proceedings or otherwise,  to enforce the performance or observance of
the  covenants  and   agreements   contained  in  this  Indenture  or  otherwise
established with respect to such Securities.

                                       29
<PAGE>


       (b)    No delay or omission of the Trustee or of any holder of any of the
Securities  to exercise  any right or power  accruing  upon any Event of Default
occurring and continuing as aforesaid  shall impair any such right or power,  or
shall  be  construed  to be a  waiver  of any such  default  or an  acquiescence
therein;  and, subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or to the  Securityholders may be
exercised from time to time, and as often as shall be deemed  expedient,  by the
Trustee or by the Securityholders.

       SECTION 6.06. The holders of a majority in aggregate  principal amount of
the Securities of any series at the time  outstanding,  determined in accordance
with Section 8.04, 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 such  series;
provided, however, that such direction shall not be in conflict with any rule of
law or with this  Indenture  or unduly  prejudicial  to the rights of holders of
Securities of any other series at the time outstanding  determined in accordance
with  Section 8.04 not parties  thereto.  Subject to the  provisions  of Section
7.01,  the Trustee shall have the right to decline to follow any such  direction
if the Trustee in good faith shall, by a Responsible  Officer or Officers of the
Trustee,  determine that the proceeding so directed might involve the Trustee in
personal  liability.  The holders of a majority in aggregate principal amount of
the  Securities  of  any  series  at  the  time  outstanding  affected  thereby,
determined in accordance  with Section 8.04, may on behalf of the holders of all
of the  Securities of such series waive any past default in the  performance  of
any of the covenants  contained  herein or established  pursuant to Section 2.01
with  respect  to such  series  and its  consequences,  except a default  in the
payment of the  principal  of, or premium,  if any,  or interest  on, any of the
Securities  of that series as and when the same shall become due by the terms of
such  Securities  otherwise than by  acceleration  (unless such default has been
cured and a sum  sufficient  to pay all matured  installments  of  interest  and
principal otherwise than by acceleration and any premium has been deposited with
the Trustee (in  accordance  with Section  6.01(c))) or a call for redemption of
Securities of that series.  Upon any such waiver,  the default  covered  thereby
shall be deemed to be cured for all purposes of this  Indenture and the Company,
the Trustee and the holders of the  Securities  of such series shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any  subsequent or other default or impair any right  consequent
thereon.

       SECTION 6.07. The Trustee shall, within 90 days after the occurrence of a
default  with  respect to a  particular  series,  transmit by mail,  first class
postage prepaid, to the holders of Securities of that series, as their names and
addresses appear upon the Security Register, notice of all defaults with respect
to that series known to the Trustee,  unless such defaults shall have been cured
or waived before the giving of such notice (the term "defaults" for the purposes
of this Section being hereby  defined to be the events  specified in subsections
(1),  (2),  (3),  (4),  (5), (6) and (7) of Section  6.01(a),  not including any
periods of grace provided for therein and  irrespective  of the giving of notice
provided for by subsection (4) of Section  6.01(a));  provided,  that, except in
the case of default in the payment of the  principal of (or premium,  if any) or
interest  on any of the  Securities  of that  series  or in the  payment  of any
sinking or analogous fund  installment  established with respect to that series,
the Trustee shall be protected in withholding  such notice if and so long as the
board of directors,  the executive committee,  or a trust committee of directors
and/or  Responsible  Officers,  of the Trustee in good faith  determine that the
withholding  of such notice is in the  interests of the holders of Securities of
that series; provided

                                       30
<PAGE>


further,  that in the case of any default of the character  specified in Section
6.01(a)(4)  with  respect to  Securities  of such  series no such  notice to the
holders of the  Securities  of that series shall be given until at least 30 days
after the occurrence thereof.

       The Trustee shall not be deemed to have knowledge of any default,  except
(i) a default under subsection (a)(1),  (a)(2) or (a)(3) of Section 6.01 as long
as the Trustee is acting as paying agent for such series of  Securities  or (ii)
any  default as to which the Trustee  shall have  received  written  notice or a
Responsible Officer charged with the administration of this Indenture shall have
obtained written notice.

       SECTION 6.08. All parties to this Indenture agree, and each holder of any
Securities by his or her 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 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   Securityholder,   or  group  of
Securityholders,  holding  more than 10% in  aggregate  principal  amount of the
outstanding  Securities  of  any  series,  or to  any  suit  instituted  by  any
Securityholder  for the  enforcement  of the  payment  of the  principal  of (or
premium,  if any) or interest on any  Security of such  series,  on or after the
respective due dates expressed in such Security or established  pursuant to this
Indenture.

                                 ARTICLE SEVEN
                             CONCERNING THE TRUSTEE

       SECTION  7.01.  (a) The Trustee,  prior to the  occurrence of an Event of
Default  with  respect  to  Securities  of a series  and after the curing of all
Events of Default  with  respect to  Securities  of that  series  which may have
occurred,  shall  undertake to perform with respect to Securities of such series
such  duties  and  only  such  duties  as are  specifically  set  forth  in this
Indenture,  and no  implied  covenants  or  obligations  shall be read into this
Indenture  against  the  Trustee.  In case an Event of Default  with  respect to
Securities  of a series has occurred  (which has not been cured or waived),  the
Trustee  shall  exercise  with respect to  Securities of that series such of the
rights and powers  vested in it by this  Indenture,  and use the same  degree of
care and skill in their  exercise,  as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

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

              (1)    prior to the occurrence of an Event of Default with respect
       to  Securities  of a series  and after the  curing or waiving of all such
       Events of Default with respect to that series which may have occurred:

                                       31
<PAGE>


                     (i)    the duties and obligations of the Trustee shall with
              respect to Securities  of such series be determined  solely by the
              express provisions of this Indenture, and the Trustee shall not be
              liable with respect to  Securities  of such series  except for the
              performance of such duties and obligations as are specifically set
              forth in this Indenture,  and no implied  covenants or obligations
              shall be read into this Indenture against the Trustee; and

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

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

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

              (4)    none of the provisions  contained in this  Indenture  shall
       require the Trustee to expend or risk its own funds or otherwise incur or
       risk personal financial liability in the performance of any of its duties
       or in the  exercise  of  any of its  rights  or  powers,  if the  Trustee
       reasonably  believes that the repayment of such funds or liability is not
       reasonably  assured to it under the terms of this  Indenture  or adequate
       indemnity against such risk is not reasonably assured to it.

       (c)    Whether or not therein  expressly so provided,  every provision of
this  Indenture  relating  to the  conduct  or  affecting  the  liability  of or
affording protection to the Trustee, or any other capacity the Trustee may serve
hereunder, shall be subject to the provisions of this Section 7.01.

       SECTION 7.02. Except as otherwise provided in Section 7.01:

       (a)    The Trustee may conclusively  rely and shall be fully protected in
acting or refraining  from acting upon any resolution,  certificate,  statement,
instrument, opinion, report, notice, request, direction, consent, order, demand,
approval,  bond,  security or other  paper or document  believed by it (i) to be
genuine and (ii) to have been signed or presented by the proper

                                       32
<PAGE>


party or parties;

       (b)    Any request,  direction,  order or demand of the Company mentioned
herein shall be  sufficiently  evidenced by a Board  Resolution  or an Officers'
Certificate (unless other evidence in respect thereof is specifically prescribed
herein);

       (c)    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 or suffered or omitted  hereunder
in good faith and in reliance thereon;

       (d)    The Trustee  shall be under no  obligation  to exercise any of the
rights  or  powers  vested  in it by this  Indenture  at the  request,  order or
direction  of any of the  Securityholders,  pursuant to the  provisions  of this
Indenture,  unless  such  Securityholders  shall  have  offered  to the  Trustee
security  or  indemnity  satisfactory  to it  against  the costs,  expenses  and
liabilities  which may be incurred therein or thereby;  nothing herein contained
shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default with respect to a series of the Securities  (which has not been
cured or waived) to exercise  with respect to  Securities of that series such of
the rights and powers vested in it by this Indenture, and to use the same degree
of care and skill in their  exercise,  as a prudent  man would  exercise  or use
under the circumstances in the conduct of his own affairs;

       (e)    The Trustee shall not be liable for any action taken or omitted to
be taken 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;

       (f)    The Trustee shall not be bound to make any investigation  into the
facts or matters stated in any resolution,  certificate,  statement, instrument,
opinion, report, notice, request, consent,  direction,  order, demand, approval,
bond, security, or other papers or documents,  unless requested in writing so to
do by the  holders  of not less  than a  majority  in  principal  amount  of the
outstanding  Securities of the particular series affected thereby (determined as
provided in Section  8.04);  provided,  however,  that if the  payment  within a
reasonable time to the Trustee of the costs,  expenses or liabilities  likely to
be incurred by it in the making of such  investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this  Indenture,  the  Trustee  may  require  reasonable  indemnity
against  such costs,  expenses or  liabilities  as a condition  precedent  to so
proceeding.  The reasonable  expense of every such examination  shall be paid by
the Company  or, if paid by the  Trustee,  shall be repaid by the  Company  upon
demand.  Notwithstanding the foregoing,  the Trustee, in its direction, may make
such further inquiry or  investigation  into such facts or matters as it may see
fit. In making any  investigation  required or authorized by this  subparagraph,
the  Trustee  shall be entitled to examine  books,  records and  premises of the
Company, personally or by agent or attorney;

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

       (h)    The  permissive  right of the Trustee to do things  enumerated  in
this Indenture shall

                                       33
<PAGE>


not be construed as a duty.

       SECTION 7.03.  (a) The recitals  contained  herein and in the  Securities
(other than the Certificate of  Authentication on the Securities) shall be taken
as the statements of the Company,  and the Trustee assumes no responsibility for
the correctness of the same.

       (b)    The  Trustee  makes  no  representations  as to  the  validity  or
sufficiency of this Indenture or of the Securities.

       (c)    The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds of such  Securities,  or
for the use or  application of any monies paid over by the Trustee in accordance
with any provision of this Indenture or established pursuant to Section 2.01, or
for the use or application of any monies received by any paying agent other than
the Trustee.

       SECTION 7.04.  The Trustee or any paying agent or Security Registrar,  in
its  individual  or any other  capacity,  may  become  the owner or  pledgee  of
Securities  with the same  rights it would have if it were not  Trustee,  paying
agent or Security Registrar.

       SECTION 7.05.  Subject to the  provisions  of Section  11.04,  all monies
received by the Trustee shall, until used or applied as herein provided, be held
in  trust  for the  purposes  for  which  they  were  received,  but 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 monies  received by it hereunder
except such as it may agree in writing with the Company to pay thereon.

       SECTION 7.06. (a) The Company  covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, reasonable compensation
(which  shall  not  be  limited  by  any  provision  of  law  in  regard  to the
compensation  of a trustee of an express trust) for all services  rendered by it
in  the  execution  of the  trusts  hereby  created  and  in  the  exercise  and
performance  of any of the powers and duties  hereunder of the Trustee,  and the
Company  will pay or reimburse  the Trustee upon its request for all  reasonable
expenses,  disbursements  and  advances  incurred  or  made  by the  Trustee  in
accordance  with  any  of  the  provisions  of  this  Indenture  (including  the
reasonable  compensation  and the reasonable  expenses and  disbursements of its
counsel and agents and of all persons not  regularly  in its employ)  except any
such expense, disbursement or advance as may arise from its negligence,  willful
misconduct  or bad faith.  The Company also  covenants to indemnify  the Trustee
(and its officers, agents, directors and employees) for, and to hold it harmless
against,  any loss,  liability or expense incurred without  negligence,  willful
misconduct  or bad faith on the part of the  Trustee  and  arising  out of or in
connection with the acceptance or  administration  of this trust,  including the
reasonable 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.

       (b)    The  obligations  of the Company  under this Section to compensate
and  indemnify  the Trustee and to pay or  reimburse  the Trustee for  expenses,
disbursements and advances shall constitute additional  indebtedness  hereunder.
Such  additional  indebtedness  shall be  secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as

                                       34
<PAGE>


such,  except  funds held in trust for the benefit of the holders of  particular
Securities.

       (c)    Without  prejudice  to any other  rights  available to the Trustee
under  applicable law, when the Trustee incurs  expenses or renders  services in
connection with an Event of Default, the expenses (including  reasonable charges
and expenses of its counsel) and  compensation  for its services are intended to
constitute  expenses  of  administration   under  applicable  federal  or  state
bankruptcy, insolvency or similar law.

       (d)    The provisions of this Section 7.06 shall survive the satisfaction
and discharge of this Indenture or the appointment of a successor trustee.

       SECTION 7.07.  Except as otherwise provided in Section 7.01,  whenever in
the administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action  hereunder,  such matter  (unless other
evidence  in respect  thereof be herein  specifically  prescribed)  may,  in the
absence of bad faith on the part of the  Trustee,  be deemed to be  conclusively
proved and established by an Officers'  Certificate delivered to the Trustee and
such certificate,  in the absence of bad faith on the part of the Trustee, shall
be full warrant to the Trustee for any action  taken,  suffered or omitted to be
taken by it under the provisions of this Indenture upon the faith thereof.

       SECTION 7.08.  If the Trustee has acquired or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign,  to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.

       SECTION 7.09.  There  shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all times be a corporation  organized
and doing  business  under the laws of the United States of America or any State
or Territory  thereof or of the District of Columbia,  or a corporation or other
person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers,  having a combined capital and surplus of at
least 50 million dollars,  and subject to supervision or examination by Federal,
State,  Territorial,  or  District of Columbia  authority.  If such  corporation
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements of the aforesaid  supervising or examining authority,  then for the
purposes of this Section,  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. The Company may not, nor may any person
directly or indirectly controlling,  controlled by, or under common control with
the Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance  with the  provisions of this Section,  the Trustee shall
resign immediately in the manner and with the effect specified in Section 7.10.

       SECTION 7.10. (a) The Trustee or any successor hereafter  appointed,  may
at any time  resign  with  respect to the  Securities  of one or more  series by
giving  written  notice  thereof to the  Company and by  transmitting  notice of
resignation by mail, first class postage prepaid, to the Securityholders of such
series,  as their names and addresses  appear upon the Security  Register.  Upon
receiving  such notice of  resignation,  the Company  shall  promptly  appoint a
successor

                                       35
<PAGE>


trustee  with respect to  Securities  of such series by written  instrument,  in
duplicate,  executed  by order  of the  Board  of  Directors,  one copy of which
instrument  shall be  delivered  to the  resigning  Trustee  and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted  appointment  within  30 days  after  the  mailing  of such  notice  of
resignation,   the  resigning  Trustee  may  petition  any  court  of  competent
jurisdiction  for  the  appointment  of a  successor  trustee  with  respect  to
Securities of such series,  or any  Securityholder of that series who has been a
bona fide  holder of a  Security  or  Securities  for at least six  months  may,
subject to the  provisions  of Section 6.08, on behalf of himself and all others
similarly  situated,  petition any such court for the appointment of a successor
trustee.  Such court may  thereupon  after such  notice,  if any, as it may deem
proper and prescribe, appoint a successor trustee.

       (b)    In case at any time any of the following shall occur:

              (1)    the  Trustee  shall fail to comply with the  provisions  of
       Section  7.08 after  written  request  therefor  by the Company or by any
       Securityholder  who  has  been  a  bona  fide  holder  of a  Security  or
       Securities for at least six months; or

              (2)    The Trustee shall cease to be eligible in  accordance  with
       the  provisions  of Section 7.09 and shall fail to resign  after  written
       request therefor by the Company or by any such Securityholder; 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, the Company may remove the Trustee with respect to all
Securities and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
or, subject to the provisions of Section 6.08, unless, with respect to
subsection (b)(1) above, the Trustee's duty to resign is stayed as provided in
Section 310(b) of the Trust Indenture Act, any Securityholder who has been a
bona fide holder of a Security or Securities for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.

       (c)    The holders of a majority  in  aggregate  principal  amount of the
Securities  of any  series at the time  outstanding  may at any time  remove the
Trustee with respect to such series and appoint a successor trustee.

       (d)    Any  resignation  or removal of the Trustee and  appointment  of a
successor  trustee with respect to the Securities of a series pursuant to any of
the  provisions  of this  Section  shall become  effective  upon  acceptance  of
appointment by the successor trustee as provided in Section 7.11.

                                       36
<PAGE>


       (e)    Any successor  trustee  appointed  pursuant to this Section may be
appointed  with respect to the  Securities  of one or more series or all of such
series,  and at any time there  shall be only one  Trustee  with  respect to the
Securities of any particular series.

       SECTION  7.11.  (a) In case of the  appointment  hereunder of a successor
trustee  with  respect  to all  Securities,  every  such  successor  trustee  so
appointed  shall  execute,  acknowledge  and  deliver to the  Company and to the
retiring  Trustee an instrument  accepting such  appointment,  and thereupon the
resignation or removal of the retiring  Trustee shall become  effective and such
successor  trustee,  without any further act, deed or  conveyance,  shall become
vested with all the rights,  powers,  trusts and duties of the retiring Trustee;
but, on the  request of the  Company or the  successor  trustee,  such  retiring
Trustee  shall,  upon payment of its charges,  execute and deliver an instrument
transferring to such successor trustee all the rights, powers, and trusts of the
retiring  Trustee and shall duly assign,  transfer and deliver to such successor
trustee all property and money held by such retiring Trustee hereunder,  subject
to any prior lien provided for in Section 7.06(b).

       (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)
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,  that  each  such  Trustee  shall be  trustee  of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder  administered by
any other such Trustee and that no Trustee shall be  responsible  for any act or
failure  to act on the  part  of any  other  Trustee  hereunder;  and  upon  the
execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become  effective to the extent provided  therein,
such  retiring  Trustee  shall with respect to the  Securities  of that or those
series  to which the  appointment  of such  successor  trustee  relates  have no
further  responsibility  for  the  exercise  of  rights  and  powers  or for the
performance  of the  duties and  obligations  vested in the  Trustee  under this
Indenture,  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,  to the extent  contemplated by
such  supplemental  indenture,  the  property  and money  held by such  retiring
Trustee  hereunder  with  respect to the  Securities  of that or those series to
which the appointment of such successor trustee relates.

       (c)    Upon  request of any such  successor  trustee,  the Company  shall
execute any and

                                       37
<PAGE>


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  under the
Trust Indenture Act and eligible under this Article.

       (e)    Upon acceptance of appointment by a successor  trustee as provided
in this Section,  the Company shall  transmit  notice of the  succession of such
trustee hereunder by mail, first class postage prepaid, to the  Securityholders,
as their names and addresses appear upon the Security  Register.  If the Company
fails to transmit such notice within ten days after acceptance of appointment by
the  successor  trustee,  the  successor  trustee  shall cause such notice to be
transmitted at the expense of the Company.

       SECTION  7.12.  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 qualified under the provisions of
the Trust  Indenture  Act and eligible  under the  provisions  of Section  7.09,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary  notwithstanding.  In
case any Securities  shall have been  authenticated,  but not delivered,  by the
Trustee then in office, any successor by merger,  conversion or consolidation to
such  authenticating  Trustee  may adopt such  authentication  and  deliver  the
Securities so  authenticated  with the same effect as if such successor  Trustee
had itself authenticated such Securities.

       SECTION  7.13.  If and when the  Trustee  shall  become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be subject
to the  provisions of the Trust  Indenture  Act  regarding  collection of claims
against the Company (or any other obligor upon the Securities).

                                 ARTICLE EIGHT
                         CONCERNING THE SECURITYHOLDERS

       SECTION 8.01.  Whenever in this Indenture it is provided that the holders
of a majority or  specified  percentage  in  aggregate  principal  amount of the
Securities of a particular  series may take any action  (including the making of
any demand or request, the giving of any notice, consent or waiver or the taking
of any other  action),  the fact that at the time of taking any such  action the
holders of such  majority  or  specified  percentage  of that series have joined
therein may be  evidenced  by any  instrument  or any number of  instruments  of
similar tenor executed by such holders of Securities of that series in person or
by agent or proxy appointed in writing.

       If the Company shall solicit from the  Securityholders  of any series any
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action,   the  Company  may,  at  its  option,  as  evidenced  by  an  Officers'
Certificate, fix in advance a record date for such series for the


                                       38
<PAGE>


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

       In determining  whether the holders of the requisite  aggregate principal
amount of Securities  of a particular  series have  concurred in any  direction,
consent  or waiver  under this  Indenture,  the  principal  amount of a Discount
Security that shall be deemed to be  outstanding  for such purposes shall be the
amount of the principal  thereof that would be due and payable as of the date of
such  determination  upon a declaration of acceleration of the maturity  thereof
pursuant to Section 6.01.

       SECTION 8.02.  Subject to the  provisions  of Section 7.01,  proof of the
execution of any  instrument  by a  Securityholder  (such proof will not require
notarization)  or his agent or proxy and proof of the  holding  by any person of
any of the Securities shall be sufficient if made in the following manner:

       (a)    The fact  and date of the  execution  by any  such  person  of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

       (b)    The  ownership  of  Securities  shall be  proved  by the  Security
Register  of such  Securities  or by a  certificate  of the  Security  Registrar
thereof.

       (c)    The  Trustee  may  require  such  additional  proof of any  matter
referred to in this Section as it shall deem necessary.

       SECTION 8.03.  Prior to the due presentment for  registration of transfer
of any  Security,  the Company,  the Trustee,  any paying agent and any Security
Registrar  may deem and treat the  person in whose name such  Security  shall be
registered  upon the books of the Company as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notice of
ownership or writing  thereon made by anyone other than the Security  Registrar)
for the purpose of  receiving  payment of or on account of the  principal of and
premium, if any, and (subject to Section 2.03) interest on such Security and for
all other purposes; and neither the Company nor the Trustee nor any paying agent
nor any Security Registrar shall be affected by any notice to the contrary.

       SECTION  8.04.  In  determining  whether  the  holders  of the  requisite
aggregate  principal amount of Securities of a particular  series have concurred
in any  direction,  consent or waiver under this  Indenture,  Securities of that
series which are owned by the Company or any other

                                       39
<PAGE>


obligor on the Securities of that series or by any person directly or indirectly
controlling  or  controlled  by or under common  control with the Company or any
other obligor on the Securities of that series shall be  disregarded  and deemed
not to be outstanding for the purpose of any such determination, except that for
the purpose of determining  whether the Trustee shall be protected in relying on
any such direction,  consent or waiver, only Securities of such series which the
Trustee actually knows are so owned shall be so disregarded. Securities so owned
which have been  pledged in good faith may be  regarded as  outstanding  for the
purposes of this Section,  if the pledgee shall establish to the satisfaction of
the Trustee the pledgee's  right so to act with respect to such  Securities  and
that  the  pledgee  is  not a  person  directly  or  indirectly  controlling  or
controlled by or under direct or indirect common control with the Company or any
such other obligor.  In case of a dispute as to such right,  any decision by the
Trustee  taken  upon the  advice  of  counsel  shall be full  protection  to the
Trustee.

       SECTION 8.05. At any time prior to (but not after) the  evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the holders
of the majority or percentage in aggregate principal amount of the Securities of
a particular  series specified in this Indenture in connection with such action,
any holder of a Security  of that  series  which is shown by the  evidence to be
included in the  Securities  the holders of which have  consented to such action
may, by filing  written  notice with the  Trustee,  and upon proof of holding as
provided in Section 8.02,  revoke such action so far as concerns such  Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive  and binding upon such holder and upon all future  holders and owners
of  such  Security,  and  of  any  Security  issued  in  exchange  therefor,  on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security.  Any action taken
by the holders of the majority or  percentage in aggregate  principal  amount of
the Securities of a particular  series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

       SECTION  9.01.  In  addition  to  any  supplemental  indenture  otherwise
authorized  by  this  Indenture,   the  Company,  when  authorized  by  a  Board
Resolution,  and the Trustee may from time to time and at any time enter into an
indenture  or  indentures  supplemental  hereto  (which  shall  conform  to  the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Securityholders, for one or more of the following purposes:

       (a)    to evidence the succession of another  person to the Company,  and
the assumption by any such  successor of the covenants of the Company  contained
herein or otherwise established with respect to the Securities; or

       (b)    to add to the  covenants of the Company  such  further  covenants,
restrictions,  conditions or provisions for the protection of the holders of the
Securities of all or any series,  and to make the occurrence,  or the occurrence
and continuance, of a default in any of such additional covenants, restrictions,
conditions  or  provisions a default or an Event of Default with respect to such
series permitting the enforcement of all or any of the several remedies provided
in this

                                       40
<PAGE>


Indenture as herein set forth;  provided,  however,  that in respect of any such
additional  covenant,  restriction,  condition  or provision  such  supplemental
indenture  may provide for a  particular  period of grace after  default  (which
period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate  enforcement  upon such default or may limit the
remedies  available  to the Trustee  upon such default or may limit the right of
the holders of a majority in aggregate  principal  amount of the  Securities  of
such series to waive such default; or

       (c)    to cure any  ambiguity or to correct or  supplement  any provision
contained  herein or in any  supplemental  indenture  which may be  defective or
inconsistent  with any other provision  contained  herein or in any supplemental
indenture,  or to make such other  provisions  in regard to matters or questions
arising under this Indenture as shall not be inconsistent with the provisions of
this  Indenture and shall not  adversely  affect the interests of the holders of
the Securities of any series; or

       (d)    to change or eliminate any of the  provisions of this Indenture or
to add any new provision to this Indenture; provided, however, that such change,
elimination  or addition  shall become  effective only when there is no Security
outstanding  of any series  created prior to the execution of such  supplemental
indenture that is entitled to the benefit of such provisions; or

       (e)    to  establish  the form or terms of  Securities  of any  series as
permitted by Section 2.01; or

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

       (g)    to provide collateral security for the Securities; or

       (h)    to  provide  for  the   authentication   and  delivery  of  bearer
securities  and coupons  appertaining  thereto  representing  interest,  if any,
thereon and for the procedures for the  registration,  exchange and  replacement
thereof  and for the giving of notice to,  and the  solicitation  of the vote or
consent of, the holders thereof,  and for any other matters incidental  thereto;
or

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

       (j)    to  change  any place or places  where  (1) the  principal  of and
premium, if any, and interest,  if any, on all or any series of Securities shall
be  payable,  (2)  all or any  series  of  Securities  may  be  surrendered  for
registration of transfer, (3) all or any series of Securities may be surrendered
for  exchange  and (4)  notices and demands to or upon the Company in respect of
all or any series of  Securities  and this  Indenture  may be served;  provided,
however,  that any such place  shall be located in New York,  New York or be the
principal office of the Company; or

       (k)    to provide for the payment by the Company of additional amounts in
respect of certain  taxes  imposed on certain  holders and for the  treatment of
such additional amounts as

                                       41
<PAGE>


interest and for all matters incidental thereto; or

       (l)    to  provide  for  the  issuance  of  Securities  denominated  in a
currency  other than  Dollars or in a  composite  currency  and for all  matters
incidental thereto.

       Without limiting the generality of the foregoing,  if the Trust Indenture
Act as in effect at the date of the execution and delivery of this  Indenture or
at any time thereafter shall be amended and

              (x)    if any such amendment  shall require one or more changes to
       any  provisions   hereof  or  the  inclusion  herein  of  any  additional
       provisions, or shall by operation of law be deemed to effect such changes
       or incorporate such provisions by reference or otherwise,  this Indenture
       shall be deemed to have been  amended so as to conform to such  amendment
       to the Trust Indenture Act, and the Company and the Trustee may,  without
       the consent of any Securityholders,  enter into a supplemental  indenture
       hereto to effect or evidence such changes or additional provisions; or

              (y)    if any such amendment  shall permit one or more changes to,
       or the  elimination  of, any provisions  hereof which, at the date of the
       execution and delivery hereof or at any time thereafter,  are required by
       the Trust Indenture Act to be contained  herein,  this Indenture shall be
       deemed to have been  amended to effect such changes or  elimination,  and
       the   Company  and  the   Trustee   may,   without  the  consent  of  any
       Securityholders,  enter into a  supplemental  indenture  hereto to effect
       such changes or elimination; or

              (z)    if, by reason of any such amendment, one or more provisions
       which,  at the date of the execution  and delivery  hereof or at any time
       thereafter,  are  required  by the Trust  Indenture  Act to be  contained
       herein  shall  be  deemed  to be  incorporated  herein  by  reference  or
       otherwise,  or otherwise made applicable  hereto,  and shall no longer be
       required to be contained herein, the Company and the Trustee may, without
       the consent of any Securityholders,  enter into a supplemental  indenture
       hereto to effect the elimination of such provisions.

       The  Trustee  is  hereby  authorized  to join  with  the  Company  in the
execution  of  any  such  supplemental  indenture,   and  to  make  any  further
appropriate agreements and stipulations which may be therein contained,  but the
Trustee  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.

       Any supplemental  indenture  authorized by the provisions of this Section
may be  executed  by the  Company  and the  Trustee  without  the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 9.02.

       SECTION 9.02. With the consent (evidenced as provided in Section 8.01) of
the holders of not less than a majority  in  aggregate  principal  amount of the
Securities of each series affected by such supplemental  indenture or indentures
at the time outstanding, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter

                                       42
<PAGE>


into an indenture or indentures  supplemental hereto (which shall conform to the
provisions  of the Trust  Indenture  Act as then in effect)  for the  purpose of
adding any  provisions  to or changing in any manner or  eliminating  any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the holders of the Securities of such series under this
Indenture;  provided,  however,  that no such  supplemental  indenture shall (i)
extend  the fixed  maturity  of any  Securities  of any  series,  or reduce  the
principal  amount  thereof,  or reduce the rate or extend the time of payment of
interest thereon,  or reduce any premium payable upon the redemption thereof, or
reduce the amount of the principal of a Discount  Security that would be due and
payable upon a declaration of acceleration of the maturity  thereof  pursuant to
Section  6.01,  without  the  consent  of the  holders  of  each  Security  then
outstanding  and affected,  (ii) reduce the aforesaid  percentage of Securities,
the holders of which are required to consent to any such supplemental indenture,
or reduce the  percentage  of  Securities,  the holders of which are required to
waive any  default  and its  consequences,  without the consent of the holder of
each  Security  then  outstanding  and  affected  thereby,  or (iii)  modify any
provision of Section  6.01(c)  (except to increase the  percentage  of principal
amount of securities  required to rescind and annul any  declaration  of amounts
due and payable under the Securities) without the consent of the holders of each
Security then outstanding and affected thereby.

       Upon  the  request  of the  Company,  accompanied  by a Board  Resolution
authorizing  the  execution  of any such  supplemental  indenture,  and upon the
filing with the Trustee of evidence of the consent of  Securityholders  required
to consent thereto as aforesaid,  the Trustee shall join with the Company in the
execution of such  supplemental  indenture  unless such  supplemental  indenture
affects the Trustee's own rights,  duties or immunities  under this Indenture or
otherwise,  in which case the  Trustee may in its  discretion,  but shall not be
obligated to, enter into such supplemental indenture.

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

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

       Promptly  after the  execution  by the  Company  and the  Trustee  of any
supplemental  indenture pursuant to the provisions of this Section,  the Trustee
shall transmit by mail, first class postage prepaid, a notice,  setting forth in
general   terms  the   substance  of  such   supplemental   indenture,   to  the
Securityholders  of all series  affected  thereby as their  names and  addresses
appear  upon the  Security  Register.  Any  failure of the  Trustee to mail such
notice, or any defect therein,  shall not, however,  in any way impair or affect
the validity of any such supplemental indenture.

       SECTION 9.03. Upon the execution of any supplemental  indenture  pursuant
to the  provisions of this Article or of Section 10.01,  this  Indenture  shall,
with  respect to such  series,  be and be deemed to be  modified  and amended in
accordance therewith and the respective rights,

                                       43
<PAGE>


limitations of rights,  obligations,  duties and immunities under this Indenture
of the Trustee, the Company and the holders of Securities of the series affected
thereby shall thereafter be determined, exercised and enforced hereunder subject
in all  respects to such  modifications  and  amendments,  and all the terms and
conditions of any such supplemental  indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

       SECTION  9.04.  Securities  of any  series,  affected  by a  supplemental
indenture,  authenticated and delivered after the execution of such supplemental
indenture  pursuant to the  provisions of this  Article,  Article Two or Article
Seven or of Section 10.01,  may bear a notation in form approved by the Company,
provided such form meets the requirements of any exchange upon which such series
may be listed, as to any matter provided for in such supplemental  indenture. If
the Company shall so determine,  new Securities of that series so modified as to
conform,  in the opinion of the Board of Directors,  to any modification of this
Indenture  contained in any such  supplemental  indenture may be prepared by the
Company,  authenticated  by the  Trustee  and  delivered  in  exchange  for  the
Securities of that series then outstanding.

       SECTION  9.05.  The Trustee,  subject to the  provisions of Section 7.01,
shall be entitled to receive,  and shall be fully  protected in relying upon, an
Opinion  of Counsel  as  conclusive  evidence  that any  supplemental  indenture
executed  pursuant to this Article is  authorized  or permitted by, and conforms
to, the terms of this  Article and that it is proper for the  Trustee  under the
provisions of this Article to join in the execution thereof.

                                  ARTICLE TEN
                         CONSOLIDATION, MERGER AND SALE

       SECTION  10.01.   Unless  a  Company  Order  or  supplemental   indenture
establishing a series of Securities  provides  otherwise,  nothing  contained in
this Indenture or in any of the Securities  shall prevent any  consolidation  or
merger  of the  Company  with or into  any  other  corporation  or  corporations
(whether or not affiliated with the Company),  or successive  consolidations  or
mergers in which the Company or its successor or successors  shall be a party or
parties, or shall prevent any sale, conveyance, transfer or other disposition of
all or  substantially  all of the  property of the Company or its  successor  or
successors  as an  entirety,  or  substantially  as an  entirety,  to any  other
corporation  (whether or not  affiliated  with the Company or its  successor  or
successors)  authorized to acquire and operate the same; provided,  however, the
Company hereby covenants and agrees that, upon any such  consolidation,  merger,
sale, conveyance, transfer or other disposition, the due and punctual payment of
the principal of (premium,  if any) and interest on all of the Securities of all
series in  accordance  with the terms of each series,  according to their tenor,
and the due and punctual  performance  and  observance  of all the covenants and
conditions of this  Indenture  with respect to each series or  established  with
respect to such series  pursuant to Section  2.01 to be kept or performed by the
Company,  shall be expressly  assumed,  by supplemental  indenture  (which shall
conform  to the  provisions  of the  Trust  Indenture  Act as  then  in  effect)
satisfactory in form to the Trustee executed and delivered to the Trustee by the
entity formed by such  consolidation,  or into which the Company shall have been
merged, or by the entity which shall have acquired such property.

       SECTION  10.02.   Unless  a  Company  Order  or  supplemental   indenture
establishing a

                                       44
<PAGE>


series of Securities provides otherwise:

       (a)    In case  of any  such  consolidation,  merger,  sale,  conveyance,
transfer  or  other  disposition  and  upon  the  assumption  by  the  successor
corporation,  by supplemental  indenture,  executed and delivered to the Trustee
and satisfactory in form to the Trustee,  of the due and punctual payment of the
principal of and premium,  if any, and interest on all of the  Securities of all
series outstanding and the due and punctual  performance of all of the covenants
and conditions of this  Indenture or established  with respect to each series of
the  Securities  pursuant to Section 2.01 to be kept or performed by the Company
with respect to each series, such successor  corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein
as the party of the first part, and thereupon  (provided,  that in the case of a
lease,  the term of the lease is at least as long as the longest maturity of any
Securities  outstanding  at such  time)  the  predecessor  corporation  shall be
relieved  of  all  obligations  and  covenants  under  this  Indenture  and  the
Securities. Such successor corporation thereupon may cause to be signed, and may
issue  either  in its  own  name  or in the  name of the  Company  or any  other
predecessor  obligor on the  Securities,  any or all of the Securities  issuable
hereunder  which  theretofore  shall not have been  signed  by the  Company  and
delivered to the Trustee; and, upon the order of such successor company, instead
of the Company, and subject to all the terms, conditions and limitations in this
Indenture  prescribed,  the Trustee  shall  authenticate  and shall  deliver any
Securities which previously shall have been signed and delivered by the officers
of the predecessor Company to the Trustee for authentication, and any Securities
which  such  successor  corporation  thereafter  shall  cause to be  signed  and
delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects  have the same legal rank and benefit  under this  Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture  as though all of such  Securities  had been issued at the date of the
execution hereof.

       (b)    In case  of any  such  consolidation,  merger,  sale,  conveyance,
transfer or other  disposition  such changes in phraseology and form (but not in
substance)  may be made in the  Securities  thereafter  to be  issued  as may be
appropriate.

       (c)    Nothing  contained in this  Indenture or in any of the  Securities
shall  prevent the Company  from merging into itself or acquiring by purchase or
otherwise all or any part of the property of any other  corporation  (whether or
not affiliated with the Company).

       SECTION  10.03.  The Trustee,  subject to the provisions of Section 7.01,
may  receive  an  Opinion  of  Counsel  as  conclusive  evidence  that  any such
consolidation,  merger, sale, conveyance, transfer or other disposition, and any
such assumption, comply with the provisions of this Article.

                                 ARTICLE ELEVEN
            DEFEASANCE AND CONDITIONS TO DEFEASANCE; UNCLAIMED MONIES

       SECTION 11.01.  Securities of a series may be defeased in accordance with
their terms and, unless the Company Order or supplemental indenture establishing
the series otherwise

                                       45
<PAGE>


provides, in accordance with this Article.

       The  Company  at  any  time  may  terminate  as to a  series  all  of its
obligations for such series under this Indenture  ("legal  defeasance  option").
The Company at any time may  terminate as to a series its  obligations,  if any,
under any  restrictive  covenant which may be applicable to a particular  series
("covenant  defeasance  option").  However,  in the case of the legal defeasance
option,  the Company's  obligations in Sections 2.05, 2.07, 4.02, 7.06, 7.10 and
11.04  shall  survive  until  the   Securities  of  the  series  are  no  longer
outstanding;  thereafter the Company's  obligations  in Sections 7.06,  7.10 and
11.04 shall survive.

       The Company may exercise its legal defeasance option  notwithstanding its
prior exercise of its covenant  defeasance  option. If the Company exercises its
legal defeasance option, a series may not be accelerated  because of an Event of
Default.  If the Company exercises its covenant  defeasance option, a series may
not be  accelerated  by  reference  to any  restrictive  covenant  which  may be
applicable to a particular series so defeased under the terms of the series.

       The Trustee,  upon request of and at the cost and expense of the Company,
shall,  subject to compliance  with Section  13.06,  acknowledge  in writing the
discharge of those obligations that the Company terminates.

       The Company may  exercise as to a series its legal  defeasance  option or
its covenant defeasance option if:

              (1)    The Company irrevocably  deposits in trust with the Trustee
       or another  trustee (x) money in an amount which shall be sufficient;  or
       (y) Eligible  Obligations the principal of and the interest on which when
       due, without regard to reinvestment  thereof, will provide moneys, which,
       together with the money, if any, deposited or held by the Trustee or such
       other  trustee,  shall be  sufficient;  or (z) a combination of money and
       Eligible  Obligations which shall be sufficient,  to pay the principal of
       and premium, if any, and interest,  if any, due and to become due on such
       Securities on or prior to maturity;

              (2)    the Company  delivers to the Trustee a  Certificate  to the
       effect  that the  requirements  set forth in clause  (1) above  have been
       satisfied;

              (3)    immediately after the deposit no Default exists; and

              (4)    the  Company  delivers to the Trustee an Opinion of Counsel
       to the effect that holders of the series will not recognize income,  gain
       or loss for Federal income tax purposes as a result of the defeasance but
       will realize income,  gain or loss on the Securities,  including payments
       of interest  thereon,  in the same  amounts and in the same manner and at
       the same  time as would  have  been the case if such  defeasance  had not
       occurred  and  which,  in the  case of  legal  defeasance,  shall  be (x)
       accompanied  by a ruling of the Internal  Revenue  Service  issued to the
       Company or (y) based on a change in law or regulation occurring after the
       date hereof; and

              (5)    the  deposit  specified  in  paragraph  (1) above shall not
       result in the  Company,  the Trustee or the trust  created in  connection
       with such defeasance being

                                       46
<PAGE>


       deemed an "investment  company" under the Investment Company Act of 1940,
       as amended.

       In the event  the  Company  exercises  its  option  to effect a  covenant
defeasance  with respect to the Securities of any series as described  above and
the Securities of that series are thereafter declared due and payable because of
the occurrence of any Event of Default other than the Event of Default caused by
failing to comply with the covenants which are defeased, the amount of money and
securities  on deposit with the Trustee may not be sufficient to pay amounts due
on the Securities of that series at the time of the acceleration  resulting from
such  Event of  Default.  However,  the  Company  shall  remain  liable for such
payments.

       SECTION 11.02.  All  monies or Eligible  Obligations  deposited  with the
Trustee  pursuant to Section 11.01 shall be held in trust and shall be available
for payment as due, either  directly or through any paying agent  (including the
Company acting as its own paying agent), to the holders of the particular series
of  Securities  for the payment or  redemption  of which such monies or Eligible
Obligations have been deposited with the Trustee.

       SECTION 11.03. In connection with the  satisfaction and discharge of this
Indenture all monies or Eligible Obligations then held by any paying agent under
the provisions of this Indenture shall,  upon demand of the Company,  be paid to
the Trustee and  thereupon  such paying agent shall be released from all further
liability with respect to such monies or Eligible Obligations.

       SECTION 11.04.  Any  monies or Eligible  Obligations  deposited  with any
paying agent or the Trustee,  or then held by the Company,  in trust for payment
of principal of or premium or interest on the Securities of a particular  series
that are not applied but remain  unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of (and  premium,  if
any) or  interest  on such  Securities  shall have  respectively  become due and
payable,  upon the written request of the Company and unless otherwise  required
by mandatory provisions of applicable escheat or abandoned or unclaimed property
law,  shall be repaid to the  Company on May 31 of each year or (if then held by
the Company) shall be discharged from such trust; and thereupon the paying agent
and the Trustee  shall be released  from all further  liability  with respect to
such monies or  Eligible  Obligations,  and the holder of any of the  Securities
entitled to receive  such payment  shall  thereafter,  as an  unsecured  general
creditor, look only to the Company for the payment thereof.

       SECTION 11.05.  In connection with any satisfaction and discharge of this
Indenture  pursuant to this Article  Eleven,  the Company  shall  deliver to the
Trustee an  Officers'  Certificate  and an Opinion of Counsel to the effect that
all  conditions  precedent  in this  Indenture  provided  for  relating  to such
satisfaction and discharge have been complied with.

                                 ARTICLE TWELVE
                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

       SECTION  12.01.  No recourse  under or upon any  obligation,  covenant or
agreement of

                                       47
<PAGE>


this Indenture,  or of any Security, or for any claim based thereon or otherwise
in respect thereof, shall be had against any incorporator,  stockholder, officer
or  director,  past,  present  or  future  as  such,  of the  Company  or of any
predecessor or successor corporation,  either directly or through the Company or
any  such  predecessor  or  successor  corporation,  whether  by  virtue  of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise;  it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations,  and that no such
personal  liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company or of
any  predecessor  or  successor  corporation,  or any of  them,  because  of the
creation of the  indebtedness  hereby  authorized,  or under or by reason of the
obligations,  covenants or agreements  contained in this  Indenture or in any of
the  Securities  or  implied  therefrom;  and  that  any and all  such  personal
liability  of every  name and  nature,  either at common  law or in equity or by
constitution  or statute,  of, and any and all such  rights and claims  against,
every such  incorporator,  stockholder,  officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations,  covenants or agreements  contained in this  Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration  for, the execution of this Indenture and
the issuance of such Securities.

                                ARTICLE THIRTEEN
                            MISCELLANEOUS PROVISIONS

       SECTION 13.01.  All the covenants, stipulations,  promises and agreements
in this  Indenture  contained  by or on behalf  of the  Company  shall  bind its
successors and assigns, whether so expressed or not.

       SECTION 13.02.  Any act or proceeding  by any provision of this Indenture
authorized  or  required  to be done or  performed  by any board,  committee  or
officer of the Company shall and may be done and  performed  with like force and
effect by the corresponding board,  committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.

       SECTION 13.03. The Company by instrument in writing executed by authority
of  two-thirds  of its Board of  Directors  and  delivered  to the  Trustee  may
surrender  any of the powers  reserved to the Company  under this  Indenture and
thereupon such power so surrendered  shall  terminate both as to the Company and
as to any successor corporation.

       SECTION 13.04.  Except as otherwise  expressly provided herein any notice
or demand which by any  provision of this  Indenture is required or permitted to
be given or served by the Trustee or by the holders of  Securities  to or on the
Company may be given or served by being deposited first class postage prepaid in
a post office letter box addressed (until another address is filed in writing by
the  Company  with the  Trustee),  as  follows:  AEP Texas  Central  Company,  1
Riverside  Plaza,  Columbus,  Ohio  43215,  Attention:  Treasurer.  Any  notice,
election,  request or demand by the Company or any Securityholder to or upon the
Trustee  shall be  deemed  to have  been  sufficiently  given  or made,  for all
purposes,  if given or made in  writing  at the  Corporate  Trust  Office of the
Trustee.

                                       48
<PAGE>


       SECTION 13.05.  This Indenture  and each Security shall be deemed to be a
contract  made  under the laws of the State of New  York,  and for all  purposes
shall be construed in accordance with the laws of said State.

       SECTION 13.06.  (a) Upon any  application or demand by the Company to the
Trustee to take any action under any of the  provisions of this  Indenture,  the
Company shall furnish to the Trustee an Officers'  Certificate  stating that all
conditions  precedent  provided for in this  Indenture  relating to the proposed
action have been  complied  with and an Opinion of Counsel  stating  that in the
opinion of such counsel all such  conditions  precedent have been complied with,
except  that in the case of any  such  application  or  demand  as to which  the
furnishing of such documents is  specifically  required by any provision of this
Indenture  relating to such  particular  application  or demand,  no  additional
certificate or opinion need be furnished.

       (b)    Each  certificate  or opinion  provided for in this  Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this  Indenture  (other  than the  certificate  provided  pursuant to Section
5.03(d) of this Indenture)  shall include (1) a statement that the person making
such  certificate  or opinion has read such covenant or  condition;  (2) a brief
statement as to the nature and scope of the  examination or  investigation  upon
which the  statements or opinions  contained in such  certificate or opinion are
based;  (3) a statement that, in the opinion of such person,  he or she has made
such  examination  or  investigation  as is  necessary  to enable  him or her to
express an informed  opinion as to whether or not such covenant or condition has
been complied  with; and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

       SECTION 13.07.  Except as provided pursuant to Section 2.01 pursuant to a
Company Order,  or established in one or more  indentures  supplemental  to this
Indenture,  in any case where the date of maturity of  principal  or an Interest
Payment Date of any Security or the date of redemption, purchase or repayment of
any  Security  shall not be a Business Day then payment of interest or principal
(and premium,  if any) may be made on the next succeeding  Business Day with the
same force and effect as if made on the nominal date of maturity or  redemption,
and no interest shall accrue for the period after such nominal date.

       SECTION 13.08.  If and to the extent that any provision of this Indenture
limits,  qualifies or conflicts with the duties  imposed by the Trust  Indenture
Act, such imposed duties shall control.

       SECTION 13.09.  This  Indenture   may  be   executed  in  any  number  of
counterparts,  each of which shall be an original;  but such counterparts  shall
together constitute but one and the same instrument.

       SECTION 13.10.  In case any one or  more of the  provisions  contained in
this  Indenture or in the  Securities of any series shall for any reason be held
to be  invalid,  illegal  or  unenforceable  in any  respect,  such  invalidity,
illegality  or  unenforceability  shall not affect any other  provisions of this
Indenture or of such Securities, but this Indenture and such Securities shall be
construed as if such  invalid or illegal or  unenforceable  provision  had never
been contained herein or therein.

                                       49
<PAGE>


       SECTION 13.11. The Company will have the right at all times to assign any
of its rights or obligations  under the Indenture to a direct or indirect wholly
owned  subsidiary  of the  Company;  provided  that,  in the  event  of any such
assignment, the Company will remain liable for all such obligations.  Subject to
the  foregoing,  this Indenture is binding upon and inures to the benefit of the
parties thereto and their respective  successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.

       SECTION 13.12. The Article and Section Headings in this Indenture and the
Table of Contents are for convenience only and shall not affect the construction
hereof.

       SECTION 13.13. Whenever this Indenture provides for any action by, or the
determination of any rights of, holders of Securities of any series in which not
all of such Securities are  denominated in the same currency,  in the absence of
any provision to the contrary in the form of Security of any particular  series,
any amount in  respect  of any  Security  denominated  in a currency  other than
Dollars shall be treated for any such action or  determination of rights as that
amount of Dollars  that could be  obtained  for such  amount on such  reasonable
basis of exchange and as of the record date with respect to  Securities  of such
series (if any) for such action or  determination  of rights (or, if there shall
be no applicable  record date, such other date reasonably  proximate to the date
of such  action or  determination  of rights) as the  Company  may  specify in a
written notice to the Trustee or, in the absence of such written notice,  as the
Trustee may determine.

                                       50
<PAGE>


       Bank One,  N.A., as Trustee,  hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

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

                                        AEP TEXAS CENTRAL COMPANY

                                        By_/s/ Susan Tomasky_
                                            Vice President
Attest:

By_/s/ T. G. Berkemeyer
    Assistant Secretary


                                        BANK ONE, N. A.,
                                        as Trustee


                                        By_/s/ Jeffery L. Eubank__
                                            Vice President

Attest:

By_/s/ David B. Knox__
    Trust Officer