<PAGE>
                                                                  EXHIBIT 4.1(a)


                              SENIOR NOTE INDENTURE

                         DATED AS OF              , 200
                                     ------------      --

                                 BY AND BETWEEN

                                   AVNET, INC.

                                       AND

                          BANK ONE TRUST COMPANY, N.A.,
                                     TRUSTEE

                           PROVIDING FOR THE ISSUANCE

                                       OF

                                 DEBT SECURITIES

                              IN ONE OR MORE SERIES

<PAGE>

                                   AVNET, INC.

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

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

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

                                       i
<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
ARTICLE ONE     DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                APPLICATION.................................................................     1
  Section 101.  Definitions.................................................................     1
  Section 102.  Other Definitions...........................................................    11
  Section 103.  Compliance Certificates and Opinions........................................    12
  Section 104.  Form of Documents Delivered to Trustee......................................    12
  Section 105.  Acts of Holders.............................................................    13
  Section 106.  Notices, Etc., to Trustee and Company.......................................    14
  Section 107.  Notice to Holders; Waiver...................................................    15
  Section 108.  Effect of Headings and Table of Contents....................................    16
  Section 109.  Successors and Assigns......................................................    16
  Section 110.  Separability Clause.........................................................    16
  Section 111.  Benefits of Indenture.......................................................    16
  Section 112.  Governing Law...............................................................    16
  Section 113.  Legal Holidays..............................................................    16
  Section 114.  No Recourse Against Others..................................................    16
  Section 115.  Conflict of Indenture with Trust Indenture Act..............................    16

ARTICLE TWO     SECURITIES FORMS............................................................    17

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

ARTICLE THREE   THE SECURITIES..............................................................    18

  Section 301.  Amount Unlimited; Issuable in Series........................................    18
  Section 302.  Denominations...............................................................    22
  Section 303.  Execution, Authentication, Delivery and Dating..............................    22
  Section 304.  Temporary Securities........................................................    25
  Section 305.  Securities Register; Registration of Transfer and Exchange..................    27
  Section 306.  Mutilated, Destroyed, Lost and Stolen Securities............................    30
  Section 307.  Payment of Interest; Interest Rights Preserved; Optional
                Interest Reset..............................................................    31
  Section 308.  Optional Extension of Maturity..............................................    34
  Section 309.  Persons Deemed Owners.......................................................    35
  Section 310.  Cancellation................................................................    35
  Section 311.  Computation of Interest.....................................................    36
  Section 312.  Currency and Manner of Payments in Respect of Securities....................    36
  Section 313.  Appointment and Resignation of Successor Exchange Rate Agent................    39
  Section 314.  CUSIP Numbers...............................................................    40
</Table>

                                       ii
<PAGE>

<Table>
<Caption>
                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
ARTICLE FOUR    SATISFACTION AND DISCHARGE..................................................    40

  Section 401.  Satisfaction and Discharge of Indenture.....................................    40
  Section 402.  Application of Trust Funds..................................................    41

ARTICLE FIVE    REMEDIES....................................................................    42

  Section 501.  Events of Default...........................................................    42
  Section 502.  Acceleration of Maturity; Rescission........................................    43
  Section 503.  Collection of Indebtedness and Suits For Enforcement by Trustee.............    44
  Section 504.  Trustee May File Proofs of Claim............................................    44
  Section 505.  Trustee May Enforce Claims Without Possession of Securities or Coupons......    45
  Section 506.  Application of Money Collected..............................................    45
  Section 507.  Limitation on Suits.........................................................    46
  Section 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest...    46
  Section 509.  Restoration of Rights and Remedies..........................................    46
  Section 510.  Rights and Remedies Cumulative..............................................    47
  Section 511.  Delay or Omission Not Waiver................................................    47
  Section 512.  Control by Holders of Securities............................................    47
  Section 513.  Waiver of Past Defaults.....................................................    47
  Section 514.  Waiver of Stay or Extension Laws............................................    48
  Section 515.  Undertaking for Costs.......................................................    48

ARTICLE SIX     THE TRUSTEE.................................................................    48

  Section 601.  Notice of Defaults..........................................................    48
  Section 602.  Certain Rights of Trustee...................................................    49
  Section 603.  Not Responsible for Recitals or Issuance of Securities......................    50
  Section 604.  May Hold Securities.........................................................    50
  Section 605.  Money Held in Trust.........................................................    50
  Section 606.  Compensation and Reimbursement..............................................    50
  Section 607.  Corporate Trustee Required; Eligibility.....................................    51
  Section 608.  Disqualification; Conflicting Interests.....................................    51
  Section 609.  Resignation and Removal; Appointment of Successor...........................    51
  Section 610.  Acceptance of Appointment by Successor......................................    53
  Section 611.  Merger, Conversion, Consolidation or Succession to Business.................    54
  Section 612.  Appointment of Authenticating Agent.........................................    54

ARTICLE SEVEN   HOLDERS' LISTS AND REPORTS BY TRUSTEE AND
                COMPANY.....................................................................    56

  Section 701.  Disclosure of Names and Addresses of Holders................................    56
  Section 702.  Reports by Trustee..........................................................    56
  Section 703.  Reports by Company..........................................................    56
  Section 704.  Calculation of Original Issue Discount......................................    57
</Table>

                                      iii
<PAGE>
<Table>
<Caption>
                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
ARTICLE EIGHT   CONSOLIDATION, MERGER, CONVEYANCE OR
                TRANSFER....................................................................    57

  Section 801.  Company May Consolidate, Etc., Only on Certain Terms........................    57
  Section 802.  Successor Substituted.......................................................    57

ARTICLE NINE    SUPPLEMENTAL INDENTURES.....................................................    58

  Section 901.  Supplemental Indentures Without Consent of Holders..........................    58
  Section 902.  Supplemental Indentures with Consent of Holders.............................    59
  Section 903.  Execution of Supplemental Indentures........................................    60
  Section 904.  Effect of Supplemental Indentures...........................................    60
  Section 905.  Conformity with Trust Indenture Act.........................................    61
  Section 906.  Reference in Securities to Supplemental Indentures..........................    61

ARTICLE TEN     COVENANTS...................................................................    61

  Section 1001.  Payment of Principal, Premium and Interest.................................    61
  Section 1002.  Maintenance of Office or Agency............................................    61
  Section 1003.  Money for Securities Payments to Be Held in Trust..........................    63
  Section 1004.  Additional Amounts.........................................................    64
  Section 1005.  Corporate Existence........................................................    65
  Section 1006.  Restrictions on Secured Debt...............................................    65
  Section 1007.  Restriction on Sales and Leasebacks........................................    66
  Section 1008.  Statement as to Compliance.................................................    67
  Section 1009.  Waiver of Certain Covenants................................................    67

ARTICLE ELEVEN   REDEMPTION OF SECURITIES...................................................    68

  Section 1101.  Applicability of Article...................................................    68
  Section 1102.  Election to Redeem; Notice to Trustee......................................    68
  Section 1103.  Selection by Trustee of Securities to Be Redeemed..........................    68
  Section 1104.  Notice of Redemption.......................................................    68
  Section 1105.  Deposit of Redemption Price................................................    70
  Section 1106.  Securities Payable On Redemption Date......................................    70
  Section 1107.  Securities Redeemed in Part................................................    71

ARTICLE TWELVE   SINKING FUNDS..............................................................    71

  Section 1201.  Applicability of Article...................................................    71
  Section 1202.  Satisfaction of Sinking Fund Payments with Securities......................    72
  Section 1203.  Redemption of Securities for Sinking Fund..................................    72

ARTICLE THIRTEEN  REPAYMENT AT THE OPTION OF HOLDERS........................................    72

 Section 1301.   Applicability of Article...................................................    72
 Section 1302.   Repayment of Securities....................................................    73
 Section 1303.   Exercise of Option.........................................................    73
</Table>

                                       iv
<PAGE>

<Table>
<Caption>
                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
 Section 1304.   When Securities Presented for Repayment Become Due and Payable.............    73
 Section 1305.   Securities Repaid in Part..................................................    74

ARTICLE FOURTEEN  DEFEASANCE AND COVENANT DEFEASANCE........................................    74

 Section 1401.   Applicability of Article; Company's Option to Effect Defeasance
                 or Covenant Defeasance.....................................................    74
 Section 1402.   Defeasance and Discharge...................................................    75
 Section 1403.   Covenant Defeasance........................................................    75
 Section 1404.   Conditions to Defeasance or Covenant Defeasance............................    76
 Section 1405.   Deposited Money and Government Obligations to Be Held in Trust;
                 Other Miscellaneous Provisions.............................................    77

ARTICLE FIFTEEN  MEETINGS OF HOLDERS OF SECURITIES..........................................    78

 Section 1501.   Purposes for Which Meetings May Be Called..................................    78
 Section 1502.   Call, Notice and Place of Meetings.........................................    79
 Section 1503.   Persons Entitled to Vote at Meetings.......................................    79
 Section 1504.   Quorum; Action.............................................................    79
 Section 1505.   Determination of Voting Rights; Conduct and Adjournment
                 of Meetings................................................................    80
 Section 1506.   Counting Votes and Recording Action of Meetings............................    81
</Table>

                                       v
<PAGE>

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

                             RECITALS OF THE COMPANY

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

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

         "Business Day", when used with respect to any Place of Payment or any
other particular location referred to in the Indenture or in the Securities,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment or other location are
authorized or obligated by law or executive order to close, unless otherwise
specified for a particular series of Securities.

                                       2
<PAGE>

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

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

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

         "Company" means the Person named as the "Company" in the first
paragraph of this Indenture, until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person. To the extent necessary to comply
with the requirements of the provisions of Sections 310 through 317 of the Trust
Indenture Act as they are applicable to the Company, the term "Company" shall
include any other obligor with respect to the Securities for the purposes of
complying with such provisions.

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

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

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

         "Corporate Trust Office" means the principal corporate trust office of
the Trustee at which, at any particular time, its corporate trust business shall
be administered, which office at the date hereof is located at 1 Bank One Plaza,
Suite IL10126, Chicago, Illinois 60670-0126, Attention: Corporate Trust
Administration, except that for purposes of Section 1002, such term shall mean
the office or agency of the Trustee in the Borough of Manhattan, the City of New
York, which office at the date hereof is located at 14 Wall Street, 8th Floor,
New York, New York 10005, Attention: Corporate Trust Administration.

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

                                       3
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       4
<PAGE>

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

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

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

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

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

         "Indenture", with respect to any series of Securities, means this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof, and shall include the terms of that series
of Securities established as contemplated by Section 301; provided, however,
that, if at any time more than one Person is acting as Trustee under this
instrument, "Indenture" shall mean, with respect to any one or more series of
Securities for which such Person is Trustee, this instrument as originally
executed or as it may from time to time be

                                       5
<PAGE>

supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
those particular series of Securities for which such Person is Trustee
established as contemplated by Section 301, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee, was not a party.

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

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

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

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

                                       6
<PAGE>

currency unit shall be that upon which a nonresident issuer of securities
designated in such currency or currency unit would purchase such currency or
currency unit in order to make payments in respect of such securities.

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

         "Mortgage" has the meaning specified in Section 1006.

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

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

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

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

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

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

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

                  (iv) Securities of such series which have been paid pursuant
         to the third paragraph of Section 306, or in exchange for or in lieu of
         which other Securities of such series have been authenticated and
         delivered pursuant to this Indenture, other than any such Securities in
         respect of which there shall have been presented to the Trustee proof

                                       7
<PAGE>

         satisfactory to it that such Securities are held by a bona fide
         purchaser in whose hands such Securities are valid obligations of the
         Company;

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

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

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

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

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

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

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

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

                                       8
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       9
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       10
<PAGE>

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

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

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

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

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

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

         SECTION 102.  OTHER DEFINITIONS.

<Table>
<Caption>
TERM                                                      DEFINED IN SECTION
<S>                                                       <C>
"Common Depositary"                                               304(b)
"Component Currency"                                              312(h)
"Conversion Date"                                                 312(d)
"covenant defeasance"                                            1403
"Debt"                                                           1006
"Defaulted Interest"                                              307
"defeasance"                                                     1402
"Exchange Date"                                                   304(b)
"Optional Reset Date"                                             307(b)
"Reset Notice"                                                    307(b)
</Table>


                                       11
<PAGE>

<Table>
<Caption>
TERM                                                      DEFINED IN SECTION
<S>                                                       <C>
"Specified Amount"                                                312(h)
"Subsequent Interest Period"                                      307(b)
"Surviving Entity"                                                801
"Valuation Date"                                                  312(c)
</Table>

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

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

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

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

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

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

         SECTION 104. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion as to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.

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

                                       12
<PAGE>

based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Company stating that
the information as to such factual matters is in the possession of the Company,
unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations as to such matters are
erroneous.

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

         SECTION 105. ACTS OF HOLDERS.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by either (x) one or more
instruments of substantially similar tenor signed by such Holders in person or
by agents duly appointed in writing, or (y) the record of Holders of Securities
of such series voting in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of Holders of Securities of such series
duly called and held in accordance with the provisions of Article Fifteen, or a
combination of such instruments and any such record. Except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments and
any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Holders signing such instrument
or instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any
Person of a Security, shall be sufficient for any purpose of this Indenture and
conclusive in favor of the Trustee and the Company and any agent of the Trustee
or the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
Section 1506.

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

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

         (d) The ownership of Bearer Securities may be proved by the production
of such Bearer Securities or by a certificate executed, as depositary, by any
trust company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer

                                       13
<PAGE>

Security is surrendered in exchange for a Registered Security, or (4) such
Bearer Security is no longer Outstanding. The ownership of Bearer Securities may
also be proved in any other manner that the Trustee deems sufficient.

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

         (f) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, any
Security Registrar, any Paying Agent, any Authenticating Agent or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

         SECTION 106. NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request,
demand, authorization, direction, notice, consent, waiver or other Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

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

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

                                       14
<PAGE>

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

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

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

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

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

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

                                       15
<PAGE>

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

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

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

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

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

         SECTION 113. LEGAL HOLIDAYS. In any case where any Interest Payment
Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section),
payment of principal (or premium, if any) or interest, if any, need not be made
at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund
payment date, or at the Stated Maturity or Maturity; provided that no interest
shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment
date, Stated Maturity or Maturity, as the case may be.

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

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

                                       16
<PAGE>

Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or excluded, as the case may
be.

                                   ARTICLE TWO

                                SECURITIES FORMS

         SECTION 201. FORMS OF SECURITIES. The Registered Securities, if any, of
each series and the Bearer Securities, if any, of each series and related
coupons shall be in substantially the forms set forth in Exhibit A and B to this
Indenture, respectively, or in such other form as shall be established in one or
more indentures supplemental hereto or approved from time to time by or pursuant
to a Board Resolution in accordance with Section 301, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Securities may be listed, or to conform to usage.

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

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

         SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject
to Section 612, the Trustee's certificate of authentication shall be in
substantially the following form:

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

                                            BANK ONE TRUST COMPANY, N.A.
                                               as Trustee

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

         SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or
within a series are issuable in global form, as specified as contemplated by
Section 301, then, notwithstanding clause (8) of Section 301 and the provisions
of Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series

                                       17
<PAGE>

from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be increased
or decreased to reflect exchanges. Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or 304. Subject to the provisions of Section 303 and, if applicable, Section
304, the Trustee shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement, delivery or redelivery
of a Security in global form shall be in writing but need not comply with
Section 103 and need not be accompanied by an Opinion of Counsel.

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

         Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of (and premium,
if any) and interest, if any, on any Security in permanent global form shall be
made to the Person or Persons specified therein.

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

                                  ARTICLE THREE

                                 THE SECURITIES

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

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

                                       18
<PAGE>

may be determined from time to time by the Company with respect to unissued
Securities of the series when issued from time to time):

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

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

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

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

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

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

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

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

                                       19
<PAGE>

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

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

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

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

                  (13) whether the principal of (or premium, if any) or
         interest, if any, on, the Securities of the series are to be payable,
         at the election of the Company or a Holder thereof, in one or more
         Currencies other than that in which such Securities are denominated or
         stated to be payable, the period or periods within which (including the
         Election Date), and the terms and conditions upon which, such election
         may be made, and the time and manner of determining the exchange rate
         between the Currency or Currencies in which such Securities are
         denominated or stated to be payable and the Currency or Currencies in
         which such Securities are to be paid, in each case in accordance with,
         in addition to or in lieu of any of the provisions of Section 312;

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

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

                  (16) whether Securities of the series are to be issuable as
         Registered Securities, Bearer Securities (with or without coupons) or
         both, any restrictions applicable to the offer, sale or delivery of
         Bearer Securities and the terms upon which Bearer Securities of the
         series may be exchanged for Registered Securities of the series and
         vice versa (if permitted by applicable laws and regulations), whether
         any Securities of the series are to be issuable initially in temporary
         global form and whether any Securities of the series are to be issuable
         in permanent global form with or without coupons and, if so, whether
         beneficial owners of interests in any such permanent global Security
         may exchange such

                                       20
<PAGE>

         interests for Securities of such series in certificated form and of
         like tenor of any authorized form and denomination and the
         circumstances under which any such exchanges may occur, if other than
         in the manner provided in Section 305, and, if Registered Securities of
         the series are to be issuable as a global Security, the identity of the
         depository for such series;

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

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

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

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

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

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

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

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

         All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 303) and
set forth in such Officers' Certificate or in any such indenture

                                       21
<PAGE>

supplemental hereto. All Securities of any one series need not be issued at the
same time and, unless otherwise provided, a series may be reopened, without the
consent of the Holders, for issuances of additional Securities of such series.

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

         SECTION 302. DENOMINATIONS. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301. With respect to Securities of any series denominated in Dollars, in the
absence of any such provisions with respect to the Securities of any series, the
Registered Securities of such series, other than Registered Securities issued in
global form (which may be of any denomination) shall be issuable in
denominations of $1,000 and any integral multiple thereof, and the Bearer
Securities of such series, other than Bearer Securities issued in global form
(which may be of any denomination), shall be issuable in a denomination of
$5,000.

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

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupon appertaining thereto, executed by the Company, to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance, or a definitive Bearer Security may be delivered in
exchange for a temporary Bearer Security pursuant to Section 304(a), only if the
Person entitled to receive such Bearer Security shall have furnished a
certificate in the form set forth in Exhibit C-1 to this Indenture or such other
certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the earlier of
the date on which such definitive Bearer Security is delivered and the date on
which any temporary Bearer Security first becomes exchangeable for such
definitive Bearer Security in accordance with the terms of such temporary
Security and this Indenture. If any Security shall

                                       22
<PAGE>

be represented by a permanent global Bearer Security, then, for purposes of this
Section and Section 304, the notation of a beneficial owner's interest therein
upon original issuance of such Security or upon exchange of a portion of a
temporary global Security shall be deemed to be delivery in connection with its
original issuance of such beneficial owner's interest in such permanent global
Security. Except as permitted by Section 306, the Trustee shall not authenticate
and deliver any Bearer Security unless all appurtenant coupons for interest then
matured have been detached and canceled. If all the Securities of any series are
not to be issued at one time and if the Board Resolution or supplemental
indenture establishing such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Securities
and determining the terms of particular Securities of such series, such as
interest rate, maturity date, date of issuance and date from which interest
shall accrue.

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

                  (i) an Opinion of Counsel stating,

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

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

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

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

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

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

                                       23
<PAGE>

appropriate modifications to cover such future issuances, shall be delivered at
or before the time of issuance of the first Security of such series.

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

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

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

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

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

                                       24
<PAGE>

for the exchange of all Securities of any series at the time Outstanding held by
such Holder for Securities of any series authenticated and delivered in such new
name.

         SECTION 304. TEMPORARY SECURITIES.

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

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

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

         Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Bearer Security of a series (the "Exchange Date"), the Company shall deliver to
the Trustee definitive Securities of such series, in aggregate principal amount
equal to the principal amount of such temporary global Bearer Security, executed
by the Company. On or after the Exchange Date, such temporary global Bearer
Security shall be surrendered by the Common Depositary to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for

                                       25
<PAGE>

definitive Securities of such series without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global
Bearer Security, an equal aggregate principal amount of definitive Securities of
the same series of authorized denominations and of like tenor as the portion of
such temporary global Bearer Security to be exchanged. The definitive Securities
to be delivered in exchange for any such temporary global Bearer Security shall
be in bearer form, registered form, permanent global bearer form or permanent
global registered form, or any combination thereof, as specified as contemplated
by Section 301, and, if any combination thereof is so specified, as requested by
the beneficial owner thereof; provided, however, that, unless otherwise
specified in such temporary global Security, upon such presentation by the
Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear
as to the portion of such temporary global Security held for its account then to
be exchanged, and a certificate dated the Exchange Date or a subsequent date and
signed by Clearstream as to the portion of such temporary global Security held
for its account then to be exchanged, each in the form set forth in Exhibit C-2
to this Indenture or in such other form as may be established pursuant to
Section 301; and provided further that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 303.

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

         Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Bearer Security on an Interest Payment Date for Securities of such series
occurring prior to the applicable Exchange Date shall be payable to Euroclear
and Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee of a certificate or certificates in the form set
forth in Exhibit C-2 to this Indenture (or in such other forms as may be
established pursuant to Section 301), for credit without further interest on or
after such Interest Payment Date to the respective accounts of Persons who are
the beneficial owners of such temporary global Security on such Interest Payment
Date and who have each delivered to

                                       26
<PAGE>

Euroclear or Clearstream, as the case may be, a certificate dated no earlier
than 15 days prior to the Interest Payment Date occurring prior to such Exchange
Date in the form set forth as Exhibit C-1 to this Indenture (or in such other
forms as may be established pursuant to Section 301). Notwithstanding anything
to the contrary herein contained, the certifications made pursuant to this
paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 304(b) and of the third paragraph of Section 303 of
this Indenture and the interests of the Persons who are the beneficial owners of
the temporary global Bearer Security with respect to which such certification
was made will be exchanged for definitive Securities of the same series and of
like tenor on the Exchange Date or the date of certification if such date occurs
after the Exchange Date, without further act or deed by such beneficial owners.
Except as otherwise provided in this paragraph, no payments of principal (or
premium, if any) or interest, if any, owing with respect to a beneficial
interest in a temporary global Bearer Security will be made unless and until
such interest in such temporary global Bearer Security shall have been exchanged
for an interest in a definitive Security. Any interest so received by Euroclear
and Clearstream and not paid as herein provided shall be returned to the Trustee
prior to the expiration of two years after such Interest Payment Date in order
to be repaid to the Company in accordance with Section 1003.

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

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

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

         At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, of any authorized
denomination or denominations and of a like aggregate principal amount,
containing identical terms and provisions, upon surrender of the Registered
Securities to be exchanged at any such office or agency. Whenever any Registered
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Registered Securities which the
Holder making the exchange is entitled to receive. Unless otherwise specified
with respect to any series of

                                       27
<PAGE>

Securities as contemplated by Section 301, Bearer Securities may not be issued
in exchange for Registered Securities.

         If (but only if) permitted by the applicable Board Resolution and
(subject to Section 303) set forth in the applicable Officers' Certificate, or
in any indenture supplemental hereto, delivered as contemplated by Section 301,
at the option of the Holder, Bearer Securities of any series may be exchanged
for Registered Securities of the same series of any authorized denominations and
of a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

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

         Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the beneficial owners of interests in a
permanent global Security are entitled to exchange such interests for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 301, and provided that
any applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interests may be so exchanged, the Company shall
deliver to the Trustee definitive Securities of that series in aggregate
principal amount equal to the principal amount of such permanent global
Security, executed by the Company. On or after the earliest date on which

                                       28
<PAGE>

such interests may be so exchanged, such permanent global Security shall be
surrendered by the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities of the same series without charge, and the
Trustee shall authenticate and deliver, in exchange for each portion of such
permanent global Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such permanent global Security to be exchanged which, unless the
Securities of the series are not issuable both as Bearer Securities and as
Registered Securities, as specified as contemplated by Section 301, shall be in
the form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof; provided,
however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities to be redeemed
and ending on the relevant Redemption Date if the Security for which exchange is
requested may be among those selected for redemption; and provided further that
no Bearer Security delivered in exchange for a portion of a permanent global
Security shall be mailed or otherwise delivered to any location in the United
States. Promptly following any partial exchange and any endorsement thereon to
reflect the amount represented by such exchange, such permanent global Security
shall be returned by the Trustee to the Common Depository or such other
depository referred to above. If a Registered Security is issued in exchange for
any portion of a permanent global Security after the close of business at the
office or agency where such exchange occurs on (i) any Regular Record Date and
before the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business
at such office or agency on the related proposed date for payment of Defaulted
Interest, interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such permanent global
Security is payable in accordance with the provisions of this Indenture.

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

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

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

         The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before

                                       29
<PAGE>

selection of Securities of that series to be redeemed under Section 1103 and
ending at the close of business on (A) if such Securities are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if such
Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

         SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save
each of them or any agent of either of them harmless, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security.

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

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

                                       30
<PAGE>

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

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

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

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

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

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

         In case a Bearer Security of any series is surrendered in exchange for
a Registered Security of such series after the close of business (at an office
or agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next succeeding
Interest Payment Date, such Bearer Security shall be surrendered

                                       31
<PAGE>

without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture.

         Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the Holder thereof on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:

                           (1) The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Registered
         Securities of such series (or their respective Predecessor Securities)
         are registered at the close of business on a Special Record Date for
         the payment of such Defaulted Interest, which shall be fixed in the
         following manner. The Company shall notify the Trustee in writing of
         the amount of Defaulted Interest proposed to be paid on each Registered
         Security of such series and the date of the proposed payment (which
         shall not be less than 20 days after such notice is received by the
         Trustee), and at the same time the Company shall deposit with the
         Trustee an amount of money in the Currency in which the Securities of
         such series are payable (except as otherwise specified pursuant to
         Section 301 for the Securities of such series and except, if
         applicable, as provided in Sections 312(b), 312(d) and 312(e)) equal to
         the aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit on or prior to the date of the proposed payment, such
         money when deposited to be held in trust for the benefit of the Persons
         entitled to such Defaulted Interest as in this clause provided.
         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which shall be not more than 15 days and not
         less than 10 days prior to the date of the proposed payment and not
         less than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be mailed, first-class postage
         prepaid, to each Holder of Registered Securities of such series at his
         address as it appears in the Security Register not less than 10 days
         prior to such Special Record Date. Notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor having
         been mailed as aforesaid, such Defaulted Interest shall be paid to the
         Persons in whose names the Registered Securities of such series (or
         their respective Predecessor Securities) are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following clause (2). In case a Bearer Security of any
         series is surrendered at the office or agency in a Place of Payment for
         such series in exchange for a Registered Security of such series after
         the close of business at such office or agency on any Special Record
         Date and before the opening of business at such office or agency on the
         related proposed date for payment of Defaulted Interest, such Bearer
         Security shall be surrendered without the coupon relating to such
         proposed date of payment and Defaulted Interest will not be payable on
         such proposed date of payment in respect of the Registered Security
         issued in

                                       32
<PAGE>

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

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

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

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

         The Holder of any such Security will have the option to elect repayment
by the Company of the principal of such Security on each Optional Reset Date at
a price equal to the principal amount thereof plus interest accrued to such
Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the
Holder must follow the procedures set forth in Article Thirteen for repayment at
the option of Holders except that the period for delivery or notification to the

                                       33
<PAGE>

Trustee shall be at least 25 but not more than 35 days prior to such Optional
Reset Date and except that, provided for in Section 1303 if the Holder has
tendered any Security for repayment pursuant to the Reset Notice, the Holder
may, by written notice to the Trustee, revoke such tender or repayment until the
close of business on the tenth day before such Optional Reset Date. Subject to
the foregoing provisions of this Section and Section 305, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

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

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

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

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

                                       34
<PAGE>

         SECTION 309. PERSONS DEEMED OWNERS. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Security for the purpose
of receiving payment of principal of (and premium, if any) and (subject to
Sections 305 and 307) interest, if any, on, such Registered Security and for all
other purposes whatsoever, whether or not such Registered Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

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

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

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

                                       35
<PAGE>

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

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

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

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

         (c) If the election referred to in paragraph (b) above has been
provided for pursuant to Section 301, then, unless otherwise specified pursuant
to Section 301, not later than the fourth Business Day after the Election Date
for each payment date for Registered Securities of any series, the Exchange Rate
Agent will deliver to the Company a written notice specifying the

                                       36
<PAGE>

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

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

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

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

         (g) The "Dollar Equivalent of the Currency Unit" shall be determined by
the Exchange Rate Agent and subject to the provisions of paragraph (h) below
shall be the sum of each amount obtained by converting the Specified Amount of
each Component Currency into

                                       37
<PAGE>

Dollars at the Market Exchange Rate for such Component Currency on the Valuation
Date with respect to each payment.

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

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

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

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

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

                                       38
<PAGE>

Rate Agent shall promptly give written notice to the Company and the Trustee for
the appropriate series of Securities of any such decision or determination.

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

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

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

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

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

         (c) If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause, with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor

                                       39
<PAGE>

Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to
Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency).

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or pursuant hereto and any right to receive
additional amounts, as provided in Section 1004), and the Trustee, upon receipt
of a Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

                  (1) either

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

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

                                       40
<PAGE>

                                    (i) have become due and payable, or

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

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

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

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

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

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

                                       41
<PAGE>

                                  ARTICLE FIVE

                                    REMEDIES

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

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

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

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

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

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

                  (f) the Company institutes a voluntary case or proceeding
         under the Federal Bankruptcy Code or any other applicable federal or
         state law relating to bankruptcy, insolvency, reorganization or relief
         of debtors or similar law or any other case or proceeding to be
         adjudicated a bankrupt or insolvent, or the Company consents to the
         entry of a decree or order for relief in respect of the Company in any
         involuntary case or

                                       42
<PAGE>

         proceeding under the Federal Bankruptcy Code or any other applicable
         federal or state law relating to bankruptcy, insolvency, reorganization
         or relief of debtors or similar law or to the institution of bankruptcy
         or insolvency proceedings against the Company, or the Company files a
         petition or answer or consent seeking reorganization or relief under
         the Federal Bankruptcy Code or any other applicable federal or state
         law relating to bankruptcy, insolvency, reorganization or relief of
         debtors, or similar law, or the Company consents to the filing of any
         such petition or to the appointment of or taking possession by a
         custodian, receiver, liquidator, assignee, trustee, sequestrator (or
         other similar official) of the Company or of any substantial part of
         its property, or the Company makes an assignment for the benefit of
         creditors, or the Company admits in writing its inability to pay its
         debts generally as they become due or takes corporate action in
         furtherance of any such action.

         SECTION 502.  ACCELERATION OF MATURITY; RESCISSION.

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

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

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

                                       43
<PAGE>

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

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

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

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

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

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

         SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities of any series or the
property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Security of such series shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                  (a) to file and prove a claim for the whole amount of
         principal, premium, if any and Interest, if any, owing and unpaid in
         respect of the Securities of such series (or in the case of Original
         Issue Discount Securities or Indexed Securities, such portion of the
         principal as may be provided in the terms thereof) and to file such
         other papers or

                                       44
<PAGE>

         documents as may be necessary or advisable in order to have the claims
         of the Trustee (including any claim for the reasonable compensation,
         expenses, disbursements and advances of the Trustee, its agents and
         counsel) and of the Holders allowed in such judicial proceeding, and

                  (b) to collect and receive any moneys, securities or other
         property payable or deliverable upon the exchange of the Securities of
         such series in connection with any such claims and to distribute the
         same; and any custodian, receiver, assignee, trustee, liquidator,
         sequestrator or similar official in any such judicial proceeding is
         hereby authorized by each Holder of Securities of such series and
         related coupons, to make such payments to the Trustee and, in the event
         that the Trustee shall consent to the making of such payments directly
         to such Holders, to pay the Trustee any amount due it for the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel, and any other amounts due the Trustee
         under Section 606.

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

         SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES OR COUPONS. All rights of action and claims under this Indenture or
the Securities of any series or the coupons may be prosecuted and enforced by
the Trustee without the possession of any such Securities or coupons or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name and as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities of any series and coupons in respect of which such judgment
has been recovered.

         SECTION 506. APPLICATION OF MONEY COLLECTED. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, if any, upon
presentation of the Securities or coupons, or both, as the case may be, and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee and any
         predecessor Trustee under Section 606;

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

                                       45
<PAGE>

         aggregate amounts due and payable on such Securities and coupons for
         principal (and premium, if any) and interest, if any, respectively; and

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

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

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

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

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

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

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

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

         SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST. Notwithstanding any other provision in this Indenture, the
Holder of any Security or coupon shall have the right which is absolute and
unconditional to receive payment of the principal of (and premium, if any) and
(subject to Sections 305 and 307) interest, if any, on, such Security or payment
of such coupon on the respective due dates expressed in such Security or coupon
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

         SECTION 509. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any
Holder of a Security or coupon has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, then and in every such case the Company, the
Trustee and the Holders of Securities and coupons shall, subject to any
determination in such proceeding, be restored severally and respectively to

                                       46
<PAGE>

their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

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

         SECTION 511. DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Security or coupon to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders of Securities or coupons, as the
case may be.

         SECTION 512. CONTROL BY HOLDERS OF SECURITIES. The Holders of a
majority in principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Securities of such series, provided
that

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

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

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

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

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

         Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such

                                       47
<PAGE>

waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.

         SECTION 514. WAIVER OF STAY OR EXTENSION LAWS. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

         SECTION 601. NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any Default hereunder with respect to the Securities of any series, the Trustee
shall transmit to the Holder of such series in the manner and to the extent
provided in TIA Section 313(c), notice of such Default hereunder known to the
Trustee, unless such Default shall have been cured or waived; provided, however,
that, except in the case of a Default in the payment of the principal of (or
premium, if any) or interest, if any, on, any Security of such series, or in the
payment of any sinking or purchase fund installment with respect to the
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders of the Securities and coupons of such series; and provided further that
in the case of any Default or breach of the character specified in Section
501(c) with respect to the Securities and coupons of such series, no such notice
to Holders shall be given until at least 60 days after the occurrence thereof.

                                       48
<PAGE>

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

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

                  (2) Any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         (other than delivery of any Security, together with any coupons
         appertaining thereto, to the Trustee for authentication and delivery
         pursuant to Section 303, which shall be sufficiently evidenced as
         provided therein) and any resolution of the Board of Directors may be
         sufficiently evidenced by a Board Resolution.

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

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

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

                  (6) The Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, coupon or other paper or
         document, but the Trustee, in its discretion, may make such further
         inquiry or investigation into such facts or matters as it may see fit,
         and, if the Trustee shall determine to make such further inquiry or
         investigation, it shall be entitled during normal business hours upon
         reasonable notice to examine the books, records and premises of the
         Company, personally or by agent or attorney.

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

                                       49
<PAGE>

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

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

         SECTION 603. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of any
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder, and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company with respect to the
Securities are true and accurate, subject to the qualifications set forth
therein. Neither the Trustee nor any Authenticating Agent shall be accountable
for the use or application by the Company of Securities or the proceeds thereof.

         SECTION 604. MAY HOLD SECURITIES. The Trustee, any Paying Agent,
Security Registrar, Authenticating Agent or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and coupons and, subject to TIA Sections 310(b) and 311, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.

         SECTION 605. MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.

         SECTION 606. COMPENSATION AND REIMBURSEMENT. The Company agrees:

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

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

                                       50
<PAGE>

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

         As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a claim prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (or premium, if any)or interest, if
any, on, particular Securities or any coupons.

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

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

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

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

         SECTION 609. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company.

                                       51
<PAGE>

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

         (d) If at any time:

                  (1) the Trustee shall fail to comply with the provisions of
         TIA Section 310(b) after written request therefor by the Company or by
         any Holder of a Security who has been a bona fide Holder of a Security
         for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 607
         and shall fail to resign after written request therefor by the Company
         or by any Holder of a Security who has been a bona fide Holder of a
         Security for at least six months, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation, then, in any such case,
         (i) the Company by or pursuant to a Board Resolution may remove the
         Trustee and appoint a successor Trustee with respect to all Securities,
         or (ii) subject to TIA Section 315(e), any Holder of a Security who has
         been a bona fide Holder of a Security for at least six months may, on
         behalf of himself and all others similarly situated, petition any court
         of competent jurisdiction for the removal of the Trustee with respect
         to all Securities and the appointment of a successor Trustee or
         Trustees.

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

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

                                       52
<PAGE>

may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to Securities of such series.

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

         SECTION 610. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring

                                       53
<PAGE>

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

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

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

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

         SECTION 612. APPOINTMENT OF AUTHENTICATING AGENT. At any time when any
of the Securities remain Outstanding, the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption
thereof, and Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Any such appointment shall be evidenced
by an instrument in writing signed by a Responsible Officer of the Trustee, a
copy of which instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and, except as may
otherwise be provided pursuant to Section 301, shall at all times be a bank or
trust company or corporation organized and doing business and in good standing
under the laws of the United States of America or of any State or the District
of Columbia, authorized under such laws to act as Authenticating Agent, and
subject to supervision or examination by federal or state authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall

                                       54
<PAGE>
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

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

         An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 107. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

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

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

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

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

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

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



                                       55
<PAGE>

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS. Every Holder
of Securities or coupons, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities in accordance with TIA Section 312,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under TIA Section 312(b).

         SECTION 702. REPORTS BY TRUSTEE. Within 60 days after May 15 of each
year commencing with the first May 15 after the first issuance of Securities
pursuant to this Indenture, the Trustee shall transmit by mail to all Holders of
Securities as provided in TIA Section 313(c) a brief report dated as of such May
15 if required by TIA Section 313(a).

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

         SECTION 703. REPORTS BY COMPANY. The Company will:

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

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

                  (3) transmit by mail to the Holders of Securities, within 30
         days after the filing thereof with the Trustee, in the manner and to
         the extent provided in TIA Section 313(c), such summaries of any
         information, documents and reports required to be

                                       56
<PAGE>

         filed by the Company pursuant to paragraphs (1) and (2) of this Section
         as may be required by rules and regulations prescribed from time to
         time by the Commission.

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

                                  ARTICLE EIGHT

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

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

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

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

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

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

                                       57
<PAGE>

any such conveyance or transfer, the Company shall be discharged from all the
obligations and covenants under this Indenture and the Securities and coupons
may be dissolved and liquidated.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders of Securities or coupons, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities of a series affected by such supplemental indenture, by
Act of said Holders delivered to the Company and the Trustee, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture with respect to such series, or of modifying in any manner the
rights of the Holders of such series and any related coupons under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security of a series affected
thereby:

                  (1) change the Stated Maturity of the principal of (or
         premium, if any, on) or any installment of principal of or interest on,
         such series, or reduce the principal amount thereof or the rate of
         interest thereon, or any premium payable upon the redemption thereof,
         or reduce any obligation of the Company to pay additional amounts
         pursuant to Section 1004 (except as contemplated by Section 801(1) and
         permitted by Section 901(1)), or reduce the portion of the principal of
         an Original Issue Discount Security or Indexed Security that would be
         due and payable upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 502 or the amount thereof provable in
         bankruptcy pursuant to Section 504, or adversely affect any right of
         repayment at the option of the Holder of such series, or change the
         method in which amounts of payments of principal or any interest
         thereon are determined, or change any Place of Payment where, or the
         Currency in which, such series or any premium or interest

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<PAGE>

         thereon is payable, or impair the right to institute suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or, in the case of redemption or repayment at the option of the
         Holder, on or after the Redemption Date or the Repayment Date, as the
         case may be), or adversely affect any right to convert or exchange any
         Security of such series as may be provided pursuant to Section 301
         herein, or

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities of such series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver with respect to such series (of
         compliance with certain provisions of this Indenture or certain
         defaults hereunder and their consequences) provided for in this
         Indenture, or reduce the requirements of Section 1504 for quorum or
         voting, or

                  (3) modify any of the provisions of this Section, Section 513
         or Section 1009, except to increase the percentage or principal amount
         of the Outstanding Securities of such series the consent of whose
         Holders is required for the actions described in such sections, or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Security of such series affected thereby.

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

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

         SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Trust
Indenture Act Sections 315(a) through 315(d) and Section 602 hereof) shall be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

         SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

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<PAGE>

         SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

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

                                   ARTICLE TEN

                                    COVENANTS

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

         SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company
covenants and agrees, for the benefit of the Holders of each series of
Securities, that it will duly and punctually pay the principal of (and premium,
if any) and interest, if any, on, the Securities of that series in accordance
with the terms of such series of Securities, any coupons appertaining thereto
and this Indenture. Unless otherwise specified as contemplated by Section 301
with respect to any series of Securities, any interest due on Bearer Securities
on or before Maturity, other than additional amounts, if any, payable as
provided in Section 1004 in respect of principal of (or premium, if any, on)
such a Security, shall be payable only upon presentation and surrender of the
several coupons for such interest installments as are evidenced thereby as they
severally mature. Unless otherwise specified with respect to Securities of any
series pursuant to Section 301, at the option of the Company, all payments of
principal may be paid by check to the registered Holder of the Registered
Security or other person entitled thereto against surrender of such Security.

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

         If Securities of a series are issuable as Bearer Securities, the
Company will maintain (A) in the Borough of Manhattan, The City of New York, an
office or agency where any Registered Securities of that series may be presented
or surrendered for payment, where any Registered Securities of that series may
be surrendered for registration of transfer, where Securities of that series may
be surrendered for exchange, where Securities of that series that are

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<PAGE>

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

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

         Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of principal, premium or interest on Bearer Securities
shall be made at any office or agency of the Company in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, that, if
the Securities of a series are payable in Dollars, payment of principal of (and
premium, if any) and interest, if any, on, any Bearer Security shall be made at
the office of the Company's Paying Agent in the Borough of Manhattan, The City
of New York, if (but only if) payment in Dollars of the full amount of such
principal, premium or interest, as the case may be, at all offices or agencies
outside the United States maintained for such purpose by the Company in
accordance with this Indenture, is illegal or effectively precluded by exchange
controls or other similar restrictions.

         The Company may from time to time designate one or more other offices
or agencies (in or outside any Place of Payment) where the Securities of one or
more series and any related coupons may be presented or surrendered for any or
all of such purposes, and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in
accordance with the requirements set forth above for Securities of any series
for such purposes. The Company will give prompt written notice to the Trustee of
any such designation or rescission

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<PAGE>

and of any change in the location of any such other office or agency. Unless
otherwise specified pursuant to Section 301 with respect to a series of
Securities, the Company hereby designates as Places of Payment for each series
of Securities the office or agency of the Company in the Borough of Manhattan,
The City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.

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

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

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

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

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

                  (b) give the Trustee notice of any Default by the Company (or
         any other obligor upon the Securities of that series) in the making of
         any payment of principal, premium, if any, Interest if any; and

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<PAGE>

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

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

         Except as otherwise provided in the Securities of any series pursuant
to Section 301, any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (or
premium, if any) or interest, if any, on, any Security of any series or the
payment of any related coupon and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall, unless
otherwise required by mandatory provisions of applicable escheat, or abandoned
or unclaimed property law, be paid to the Company upon Company Request or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security or coupon shall thereafter, as an unsecured general creditor, look
only to the Company for payment of such principal, premium or interest, without
interest thereon, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease.

         SECTION 1004. ADDITIONAL AMOUNTS. If the Securities of a series provide
for the payment of additional amounts, the Company will pay to the Holder of any
Security of such series or any coupon appertaining thereto additional amounts as
provided therein. Whenever in this Indenture there is mentioned, in any context,
the payment of the principal of or any premium or interest on, or in respect of,
any Security of any series or payment of any related coupon or the net proceeds
received on the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of additional amounts provided
for in this Section to the extent that, in such context, additional amounts are,
were or would be payable in respect thereof pursuant to the provisions of this
Section and express mention of the payment of additional amounts (if applicable)
in any provisions hereof shall not be construed as excluding additional amounts
in those provisions hereof where such express mention is not made.

         If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers' Certificate, the
Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to one or more Holders of Securities of that series or any
related coupons who are United States Aliens without withholding for or on
account of any tax, assessment or other governmental charge described in the
Securities of that series. If the Securities of a series provide for payment

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<PAGE>

of additional amounts, and if any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities or coupons and the
Company will pay to the Trustee or such Paying Agent the additional amounts
required by this Section. The Company covenants to indemnify the Trustee and any
Paying Agent for, and to hold them harmless against, any loss, liability or
expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers' Certificate furnished pursuant to this Section.

         SECTION 1005. CORPORATE EXISTENCE. Subject to Article Eight, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence.

         SECTION 1006. RESTRICTIONS ON SECURED DEBT. The Company covenants and
agrees for the benefit of each series of Securities, other than any series
established by or pursuant to a Board Resolution or in one or more supplemental
indentures hereto which specifically provides otherwise, that it will not
itself, and will not permit any Restricted Subsidiary to, incur, issue, assume,
or guarantee any loans, whether or not evidenced by negotiable instruments or
securities, or any notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed (loans, and notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed being hereinafter called
"Debt"), secured after the date hereof by a pledge of, or mortgage or lien on,
any Principal Property of the Company or any Restricted Subsidiary or any shares
of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and
liens being hereinafter called "Mortgage" or "Mortgages"), without effectively
providing that the Securities, other than Securities of a series not entitled to
the benefits of this covenant, shall be secured equally and ratably with (or, at
the option of the Company, prior to) such secured Debt, so long as such secured
Debt shall be so secured, unless, after giving effect thereto, the aggregate
principal amount of all such secured Debt (plus the amount of all Attributable
Debt not otherwise permitted by the second paragraph of Section 1007) would not
exceed 10% of Consolidated Net Assets; provided, however, that this Section 1006
shall not apply to, and there shall be excluded from secured Debt in any
computation under this Section 1006, Debt secured by:

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

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

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

                  (4) Mortgages on property, shares of Capital Stock or Debt
         existing at the time of acquisition thereof (including acquisition
         through merger or consolidation) or to secure the payment of all or any
         part of the purchase price thereof or the cost of construction,
         substantial repair or alteration thereon or development or substantial
         improvement thereto or to secure any Debt incurred prior to, at the
         time of, or within 180

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<PAGE>

         days after (A) the acquisition of such property, shares of Capital
         Stock or Debt or (B) in the case of real property the later of (x) the
         completion of construction, substantial repair or alteration thereon or
         development or substantial improvement thereto or (y) commencement of
         commercial operations on such property for the purpose of financing all
         or any part of the purchase price thereof or the cost of construction,
         substantial repair or alteration thereon or development or substantial
         improvement thereto;

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

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

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

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

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

                  (10) Any extension, renewal or replacement (or successive
         extensions, renewals or replacements), as a whole or in part, of any
         Mortgage referred to in the foregoing clauses (1) to (9), inclusive;
         provided, however, that such extension, renewal or replacement Mortgage
         shall be limited to all or part of the same property, shares of Capital
         Stock or Debt that secured the Mortgage extended, renewed or replaced
         (plus improvements on such property).

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

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

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

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

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

                  (d) the Company or a Restricted Subsidiary would be entitled
         to incur a Mortgage on such Principal Property pursuant to clauses 1
         through 10 of Section 1006, or

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

         SECTION 1008. STATEMENT AS TO COMPLIANCE. The Company will deliver to
the Trustee, within 120 days after the end of each fiscal year ending after the
first date of an Officers' Certificate providing for Securities of any series
pursuant to Section 301, a brief certificate of its principal executive officer,
principal financial officer or principal accounting officer stating whether, to
such officer's knowledge, the Company is in compliance with all covenants and
conditions to be complied with by it under this Indenture with respect to each
Outstanding series of Securities. For purposes of this Section 1008, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.

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

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                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

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

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

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

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

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

         SECTION 1104. NOTICE OF REDEMPTION. Notice of redemption shall be given
in the manner provided in Section 107, not less than 30 days nor more than 60
days prior to the Redemption Date, unless a shorter period is specified by the
terms of such series established pursuant to Section 301, to each Holder of
Securities to be redeemed, but failure to give such notice in the manner herein
provided to the Holder of any Security designated for redemption as a whole or
in part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other such Security or
portion thereof.

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<PAGE>

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

         All notices of redemption shall state:

                  (1) the Redemption Date,

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

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

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

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

                  (6) the Place or Places of Payment where such Securities,
         together in the case of Bearer Securities with all coupons appertaining
         thereto, if any, maturing after the Redemption Date, are to be
         surrendered for payment of the Redemption Price and accrued interest,
         if any,

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

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

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

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

                                       69
<PAGE>

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

         SECTION 1105. DEPOSIT OF REDEMPTION PRICE. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, which it may not do
in the case of a sinking fund payment under Article Twelve, segregate and hold
in trust as provided in Section 1003) an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay
on the Redemption Date the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
or portions thereof which are to be redeemed on that date.

         SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest, if any) such
Securities shall if the same were interest-bearing cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Securities shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest, and provided further
that, unless otherwise specified as contemplated in Section 301, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

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

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<PAGE>

provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those coupons.

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

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

         SECTION 1107. SECURITIES REDEEMED IN PART. Any Registered Security
which is to be redeemed only in part (pursuant to the provisions of this Article
or of Article Twelve) shall be surrendered at a Place of Payment therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing) and
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge a new Security or Securities of
the same series, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered. However, if less than all the
Securities of any series with differing issue dates, interest rates and stated
maturities are to be redeemed, the Company in its sole discretion shall select
the particular Securities to be redeemed and shall notify the Trustee in writing
thereof at least 45 days prior to the relevant redemption date.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

         SECTION 1201. APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 301 for
Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of such Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of

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<PAGE>

any Securities of any series, the cash amount of any mandatory sinking fund
payment may be subject to reduction as provided in Section 1202. Each sinking
fund payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.

         SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.
The Company may, in satisfaction of all or any part of any mandatory sinking
fund payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series (other than any previously called for redemption)
together in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto and (2) apply as a credit Securities of such series
which have been redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, as provided for
by the terms of such Securities; provided that such Securities so delivered or
applied as a credit have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the applicable
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such mandatory sinking fund payment shall
be reduced accordingly.

         SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than
60 days, or such shorter period as may be acceptable to the Trustee, prior to
each sinking fund payment date for Securities of any series, the Company will
deliver to the Trustee an Officers' Certificate specifying the amount of the
next ensuing mandatory sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee any
Securities to be so delivered and credited. If such Officers' Certificate shall
specify an optional amount to be added in cash to the next ensuing mandatory
sinking fund payment, the Company shall thereupon be obligated to pay the amount
therein specified. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

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

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<PAGE>

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

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

         SECTION 1304. WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND
PAYABLE. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the Repayment Price of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated

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<PAGE>

Maturity is on or prior to the Repayment Date shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified pursuant to Section 301, only upon
presentation and surrender of such coupons; and provided further that, in the
case of Registered Securities, installments of interest, if any, whose Stated
Maturity is on or prior to the Repayment Date shall be payable (but without
interest thereon, unless the Company shall default in the payment thereof) to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.

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

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

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

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

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

                                       74
<PAGE>

Section 1402 (if applicable) or Section 1403 (if applicable) be applied to such
Outstanding Securities and any coupons appertaining thereto upon compliance with
the conditions set forth below in this Article.

         SECTION 1402. DEFEASANCE AND DISCHARGE. Upon the Company's exercise of
the above option applicable to this Section with respect to any series of
Outstanding Securities, the Company shall be deemed to have been discharged from
its obligations with respect to all Outstanding Securities of such series and
any coupons appertaining thereto on the date the conditions set forth in Section
1404 are satisfied (hereinafter, "defeasance"). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Outstanding Securities and any
coupons appertaining thereto, which shall thereafter be deemed to be
"Outstanding" only for the purposes of Section 1405 and the other Sections of
this Indenture referred to below in clauses (A) and (B) of this Section, and to
have satisfied all its other obligations with respect to such series and any
coupons appertaining thereto and this Indenture insofar as such series and any
coupons appertaining thereto are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding series and any coupons
appertaining thereto to receive, solely from the trust fund described in Section
1404 and as more fully set forth in such Section, payments in respect of the
principal of (and premium, if any) and interest, if any, on, such Securities and
any coupons appertaining thereto when such payments are due, (B) the Company's
obligations with respect to such series under Sections 304, 305, 306, 1002 and
1003 and with respect to the payment of additional amounts, if any, on such
series as contemplated by Section 1004, (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (D) this Article Fourteen. Subject
to compliance with this Article Fourteen, the Company may exercise its option
under this Section notwithstanding the prior exercise of its option under
Section 1403 with respect to such Securities and any coupons appertaining
thereto.

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

                                       75
<PAGE>

or such other covenant), but, except as specified above, the remainder of this
Indenture and such Securities and any coupons appertaining thereto shall be
unaffected thereby.

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

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

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

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

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

                                       76
<PAGE>

federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance had not occurred.

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

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

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

         (h) The Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that after the 91st day following the deposit, the trust
funds established pursuant to this Article Fourteen will not be subject to the
effect of any applicable United States bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally (for the limited purpose of
the Opinion of Counsel referred to in this paragraph, such opinion may contain
an assumption that the conclusions contained in a customary solvency letter by a
nationally recognized appraisal firm, dated as of the date of the deposit and
taking into account such deposit, are accurate as of such date, provided that
such solvency letter is also addressed and delivered to the Trustee).

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

         SECTION 1405. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404(a) in
respect of any Outstanding Securities of any series and any coupons appertaining
thereto shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any coupons appertaining
thereto of all sums due and to become due thereon in respect of principal (and

                                       77
<PAGE>

premium, if any) and interest, if any, but such money need not be segregated
from other funds except to the extent required by law.

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

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

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

                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

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

                                       78
<PAGE>
         SECTION 1502. CALL, NOTICE AND PLACE OF MEETINGS.

         (a) The Trustee may at any time call a meeting of Holders of Securities
of any series for any purpose specified in Section 1501, to be held at such time
and at such place in the Borough of Manhattan, The City of New York as the
Trustee shall determine. Notice of every meeting of Holders of Securities of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 107, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.

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

         SECTION 1503. PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to
vote at any meeting of Holders of Securities of any series, a Person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more Outstanding Securities of such series by such Holder or Holders. The
only Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

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


                                       79
<PAGE>
Notice of the reconvening of any adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

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

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

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

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

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

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

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

                                       80
<PAGE>

Person executing the proxy witnessed or guaranteed by any trust company, bank or
banker authorized by Section 105 to certify to the holding of Bearer Securities.
Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 105 or other proof.

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

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

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

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

                                    * * * * *

                                       81
<PAGE>

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

                                       82
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective common or corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.

                                           AVNET, INC.

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

[SEAL]

Attest:

------------------------
Name:
Title:
                                           BANK ONE TRUST COMPANY, N.A.
                                             as Trustee

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

[SEAL]

Attest:

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

<PAGE>

STATE OF  ___________)
                     ) ss.:
COUNTY OF ___________)

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

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

STATE OF  ___________)
                     ) ss.:
COUNTY OF ___________)

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

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

<PAGE>

                                    EXHIBIT A

                         [FORM OF REGISTERED SECURITY]*

                                 [Form of Face]

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

                                   AVNET, INC.

                                   ----------

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

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

----------

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

                                      A-1
<PAGE>

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

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

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

                                      A-2
<PAGE>

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

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

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

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

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

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

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

                                      A-3
<PAGE>
respect to such net proceeds shall not (a) exceed additional amounts that would
have been payable if the Bearer Security had been redeemed for its issue price
plus accrued original issue discount at the time of such sale or exchange or (b)
be paid in respect of any sale or exchange occurring after the date fixed for
redemption of such Security. Except as previously provided herein with respect
to Bearer Securities, the Company shall not be required to make any payment with
respect to any tax, assessment or other governmental charge imposed by any
government or any political subdivision or taxing authority thereof or therein
and may make such withholdings and deductions on account of any such charge as
may be required by applicable law or regulation. The term "United States Alien"
means any Person who, for United States federal income tax purposes, is a
foreign corporation, a non-resident alien individual, a non-resident alien
fiduciary of a foreign estate or trust or a foreign partnership one or more of
the members of which is, for United States federal income tax purposes, a
foreign corporation, a non-resident alien individual or a non-resident alien
fiduciary of a foreign estate or trust, and the term "United States" means the
United States of America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction.]

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

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

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

Dated:
       -------------------                     AVNET, INC.


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

Attest:

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

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


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


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

                                      A-4
<PAGE>

                                [Form of Reverse]

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

         [If applicable, insert- The Securities of this series are subject to
redemption [(1)] [If applicable, insert- on __________ in any year commencing
with the year __________ and ending with the year __________ through operation
of the sinking fund for this series at a Redemption Price equal to [100% of the
principal amount] [or insert formula for determining the amount], [and] (2) [If
applicable, insert- at any time [on or after __________, 20__], as a whole or in
part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [or before
__________, ____% and if redeemed] during the 12-month period beginning
__________ of the years indicated,

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

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

                                      A-5
<PAGE>

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

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

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

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

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

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

                                      A-6
<PAGE>

independent counsel selected by the Company there is a substantial likelihood
that the Company has or will become obligated to pay such additional amounts as
a result of any action taken by any taxing authority or of any action brought in
a court of competent jurisdiction in the United States or any political
subdivision thereof or therein, including any of the actions described in (i)
above, whether or not such action has been taken or brought with respect to the
Company, or as a result of any officially proposed Tax Law Change, which action
or proposed change occurs after _______________].

         [If the Securities of the series are issuable as Bearer Securities and
if applicable, insert- In addition, if the Company determines, based upon a
written opinion of independent counsel selected by the Company, that any payment
made outside the United States by the Company or any of its Paying Agents of the
full amount of principal, [(premium, if any)] or interest, if any, due with
respect to any Bearer Security or coupon would, under any present or future laws
or regulations of the United States, be subject to any certification,
identification or other reporting requirement of any kind, the effect of which
requirement is the disclosure to the Company, any Paying Agent or any
governmental authority of the nationality, residence or identity of a beneficial
owner of such Bearer Security or coupon who is a United States Alien (as defined
on the face hereof (other than such a requirement (a) which would not be
applicable to a payment made by the Company or any one of its Paying Agents (i)
directly to the beneficial owner or (ii) to any custodian, nominee or other
agent of the beneficial owner, or (b) which can be satisfied by the custodian,
nominee or other agent certifying that the beneficial owner is a United States
Alien, provided in each case referred to in clauses (a)(ii) and (b) that payment
by such custodian, nominee or other agent of such beneficial owner is not
otherwise subject to any such requirement), the Company at its election will
either (x) redeem the Securities, as a whole but not in part, at a Redemption
Price [equal to 100% of their principal amount] [determined as set forth in the
[next preceding] paragraph,] together with interest accrued to the date fixed
for redemption, or (y) if and so long as any such certification, identification
or other reporting requirement would be fully satisfied by payment of a backup
withholding tax or similar charge, pay to the Holders of Bearer Securities who
are United States Aliens certain additional amounts specified in the Bearer
Securities of this series. The Company will make such determination and election
and notify the Trustee thereof as soon as practicable, and the Trustee will
promptly give notice of such determination in the manner provided below (the
"Determination Notice"), in each case stating the effective date of such
certification, identification or other reporting requirement, whether the
Company will redeem the Securities or will pay to the Holders of Bearer
Securities who are United States Aliens the additional amounts specified in the
Bearer Securities of this series and (if applicable) the last day by which the
redemption of the Securities must take place. If the Company elects to redeem
the Securities, such redemption shall take place on such date, not later than
one year after publication of the Determination Notice, as the Company elects by
notice to the Trustee at least 60 days before such date, unless shorter notice
is acceptable to the Trustee. Notwithstanding the foregoing, the Company will
not so redeem the Securities if the Company, based upon an opinion of
independent counsel selected by the Company subsequently determines, not less
than 10 days prior to the date fixed for redemption, that subsequent payments
would not be subject to any such requirement, in which case the Company will
notify the Trustee, which will promptly give notice of that determination in the
manner provided below, and any earlier redemption notice will thereupon be
revoked and of no further effect. If the Company elects as provided in clause
(y) above to pay such additional amounts to the Holders of Bearer Securities who
are United States Aliens, and as long as the Company is obligated to pay

                                      A-7
<PAGE>

such additional amounts to such Holders, the Company may subsequently redeem the
Securities, at any time, as a whole but not in part, at a Redemption Price
[equal to 100% of their principal amount] [determined as set forth in the next
preceding paragraph,] together with interest accrued to the date fixed for
redemption, but without reduction for applicable United States withholding
taxes.]

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

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

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

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

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected [If the Securities of the series are issuable as Bearer Securities and
are interest-bearing, insert- and any related coupons] under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding (with each series voting as a separate class in
certain cases specified in the Indenture, or with all series voting as one
class, in certain other cases specified in the Indenture), on behalf of the
Holders of all Securities of such series [If the Securities of the series are
issuable as Bearer Securities [and are interest-bearing] insert- and any related
coupons], to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive

                                      A-8
<PAGE>

and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notification of such consent or waiver
is made upon this Security.

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

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

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

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

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

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this

                                      A-9
<PAGE>

Security is registered as the owner hereof for all purposes, whether or not this
Security is overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

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

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

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

                                      A-10
<PAGE>

                                    EXHIBIT B

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

                                 [Form of Face]

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

                                   AVNET, INC.

                                   ----------

No. B _________________                                [U.S.  $________________]

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

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

----------

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

                                      B-1
<PAGE>

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

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

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

                                      B-2
<PAGE>

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

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

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

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

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

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

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

                                      B-3
<PAGE>

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

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

                                      B-4
<PAGE>

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

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

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

Dated as of _______________, 200_
                                               AVNET, INC.

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

Attest:

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

         This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.
                                               BANK ONE TRUST COMPANY, N.A.,
                                                  as Trustee

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

                                [Form of Reverse]

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ________________ (herein called the
"Indenture"), between the Company and Bank One Trust Company, NA, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to [U.S. $]______]. The Securities of this series are
issuable as Bearer Securities, with interest coupons attached, in the
denomination of [U.S. $_________[, and as Registered Securities, without
coupons, in denominations of [U.S. $]_________ and any integral multiple
thereof.] [As provided in the Indenture and subject to certain limitations

                                      B-5
<PAGE>

therein set forth, Bearer Securities and Registered Securities of this series
are exchangeable for a like aggregate principal amount of Registered Securities
of this series and of like tenor of any authorized denominations, as requested
by the Holder surrendering the same, upon surrender of the Security or
Securities to be exchanged, with all unmatured coupons and all matured coupons
in default thereto appertaining, at any office or agency described below where
Registered Securities of this series may be presented for registration of
transfer, provided, however, that Bearer Securities surrendered in exchange for
Registered Securities between a Record Date and the relevant Interest Payment
Date shall be surrendered without the coupon relating to such Interest Payment
Date. Bearer Securities may not be issued in exchange for Registered
Securities.]

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

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

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

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

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

                                      B-6
<PAGE>

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

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

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

         [If applicable, insert- In addition, if the Company determines, based
upon a written opinion of independent counsel selected by the Company, that any
payment made outside the United States by the Company or any of its Paying
Agents of the full amount of principal [(, premium, if any)] or interest due
with respect to any Bearer Security or coupon would, under any present or future
laws or regulations of the United States, be subject to any certification,
identification or other reporting requirement of any kind, the effect of which
requirement is the disclosure to the Company, any Paying Agent or any
governmental authority of the nationality, residence or identity of a beneficial
owner of such Bearer Security or coupon who is a United States Alien (as defined
on the face hereof) (other than such a requirement (a) which would not be
applicable to a payment made by the Company or any one of its Paying Agents (i)
directly to

                                      B-7
<PAGE>

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

         [If applicable, insert- In addition, if the Company determines, based
upon a written opinion of independent counsel selected by the Company, that any
payment made outside the United States by the Company or any of its Paying
Agents of the full amount due with respect to any Bearer Security would, under
any present or future laws or regulations of the United States, be subject to
any certification, identification or other reporting requirement of any kind,
the effect of which requirement is the disclosure to the Company, any Paying
Agent or any govern mental authority of the nationality, residence or identity
of a beneficial owner of such Bearer Security who is a United States Alien (as
defined on the face hereof) (other than such a requirement (a) which would not
be applicable to a payment made by the Company or any one of its Paying Agents
(i) directly to the beneficial owner or (ii) to any custodian, nominee or other
agent of the beneficial owner, or (b) which can be satisfied by the custodian,
nominee or other agent certifying to the effect that such beneficial owner is a
United States Alien, provided in each case referred to in clauses (a)(ii) and
(b) that payment by such custodian, nominee or other agent of such beneficial
owner is not otherwise subject to any such requirement), the Company at its
election will either (x) permit any Holder of a Bearer Security to present such
Bearer Security for redemption within 90 days of notice of such redemption, at a
Redemption Price determined as set forth in the next preceding paragraph, or (y)
if and so long as the conditions of the [fifth]

                                      B-8
<PAGE>

paragraph on the face of this Security are satisfied, pay the additional amounts
specified in such paragraph. The Company will make such determination and
election and notify the Trustee thereof as soon as practicable, and the Trustee
will promptly give notice of such determination in the manner provided below
(the "Determination Notice"), in each case stating the effective date of such
certification, identification or other reporting requirement, whether the
Company has elected to permit redemption of the Bearer Securities or to pay the
additional amounts specified in such paragraph and (if applicable) the last day
by which the Company may publish any notice of redemption. If the Company elects
to permit redemption of the Bearer Securities, notice of the redemption will be
given not more than 268 days following the Determination Notice and will specify
the date fixed for redemption. The Bearer Securities will be redeemed on the day
97 days after notice of the redemption has been given. Notwithstanding the
foregoing, the Company will not permit redemption of the Bearer Securities if
the Company, based upon an opinion of independent counsel, subsequently
determines, not less than 10 days prior to the date fixed for redemption, that
no payment would be subject to any such requirement, in which case the Company
will promptly notify the Trustee, which will promptly give notice of that
determination in the manner described below, and any earlier redemption notice
will thereupon be revoked and of no further effect.]

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

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

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

         The Indenture permits with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the

                                      B-9
<PAGE>

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

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

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

         Title to [Bearer] Securities and coupons shall pass by delivery. [As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of Registered Securities is registrable in the Security Register,
upon surrender of a Registered Security for registration of transfer at the
[Corporate Trust Office of the Trustee or such other] office or agency of the
Company in any place where the principal of (premium, if any) and interest, if
any, on such Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder thereof or his attorney duly authorized
in writing, and thereupon one or more new [Registered]

                                      B-10
<PAGE>

Securities of this series and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.]

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

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

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

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

                            [Form of Face of Coupon]

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

                                      B-11
<PAGE>

                                                             [R-]_______________

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

                                                              Due_______________

                                   ----------

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

                                                AVNET, INC.

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

                              [Reverse of Coupon]*

                                                            ____________________

                                                            ____________________

                                                            ____________________

                                                            ____________________

                                                            ____________________

----------

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

                                      B-12
<PAGE>

                                    EXHIBIT C

                             FORMS OF CERTIFICATION

                                   EXHIBIT C-1

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

                                   CERTIFICATE

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

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

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

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

                                     C-1-1
<PAGE>

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

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

Dated:____________, 200_

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

                                         [Name of Person Making Certification]

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

                                     C-1-2
<PAGE>

                                   EXHIBIT C-2

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

                                   CERTIFICATE

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

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

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

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

<PAGE>

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

Dated:  ____________, 200_

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

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

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

                                       4