<PAGE>

                                                                     Exhibit 4.1

                            THE DOW CHEMICAL COMPANY


                                       AND


                           BNY MIDWEST TRUST COMPANY,


                                     Trustee


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


                                    INDENTURE


                          Dated as of __________, 2003


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

<PAGE>

                            CROSS REFERENCE SHEET/*/

         Provisions of Trust Indenture Act of 1939, as amended, and Indenture
dated as of ____________, 2003, between THE DOW CHEMICAL COMPANY and BNY MIDWEST
TRUST COMPANY, Trustee:

Section of the Act            Section of Indenture
------------------            --------------------

310(a)(1) and (2)             6.9
310(a)(3) and (4)             Inapplicable
310(b)                        6.8 and 6.10
310(c)                        Inapplicable
311(a)                        6.13(a) and (c)(1) and (2) 311(b)
6.13(b)
311(c)                        Inapplicable
312(a)                        4.1 and 4.2(a)
312(b)                        4.2(a) and (b)
312(c)                        4.2(c)
313(a)                        4.4(a)(i), (ii), (iii), (iv), (v) and (vi)
313(b)(1)                     Inapplicable
313(b)(2)                     4.4
313(c)                        4.4
313(d)                        4.4
314(a)                        4.3
314(b)                        Inapplicable
314(c)(1) and (2)             11.5
314(c)(3)                     Inapplicable
314(d)                        Inapplicable
314(e)                        11.5
314(f)                        Inapplicable
315(a), (c) and (d)           6.1
315(b)                        5.11
315(e)                        5.12
316(a)(1)                     5.9 and 5.10
316(a)(2)                     Not required
316(a)(last sentence)         7.4
316(b)                        5.7
316(c)                        7.6
317(a)                        5.2
317(b)                        3.4(a) and (b)

<PAGE>

318(a)                        11.7

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

* This Cross Reference Sheet is not part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             Page
<S>                                                                                                          <C>
ARTICLE One         DEFINITIONS .........................................................................       1
     SECTION 1.1      Certain Terms Defined .............................................................       1
ARTICLE Two         SECURITIES ..........................................................................       6
     SECTION 2.1      Forms Generally ...................................................................       6
     SECTION 2.2      Form of Trustee's Certificate of Authentication ...................................       7
     SECTION 2.3      Amount Unlimited; Issuable in Series ..............................................       7
     SECTION 2.4      Authentication and Delivery of Securities .........................................       9
     SECTION 2.5      Execution of Securities ...........................................................      11
     SECTION 2.6      Certificate of Authentication .....................................................      11
     SECTION 2.7      Denomination and Date of Securities; Payments of Interest .........................      11
     SECTION 2.8      Registration, Transfer and Exchange ...............................................      13
     SECTION 2.9      Mutilated, Defaced, Destroyed, Lost and Stolen Securities .........................      16
     SECTION 2.10     Cancellation of Securities, Destruction Thereof ...................................      17
     SECTION 2.11     Temporary Securities ..............................................................      17
     SECTION 2.12     Compliance with Certain Laws and Regulations ......................................      19
     SECTION 2.13     Appointment of Agents With Respect to Certain Calculations ........................      19
     SECTION 2.14     CUSIP Numbers .....................................................................      19
ARTICLE Three       COVENANTS OF THE ISSUER .............................................................      20
     SECTION 3.1      Payment of Principal and Interest .................................................      20
     SECTION 3.2      Offices for Payment, etc ..........................................................      20
     SECTION 3.3      Appointment to Fill a Vacancy in Office of Trustee ................................      21
     SECTION 3.4      Paying Agents .....................................................................      21
     SECTION 3.5      [Reserved] ........................................................................      22
     SECTION 3.6      Limitation on Liens ...............................................................      22
     SECTION 3.7      Limitation on Sale and Lease-Back Transactions ....................................      24
     SECTION 3.8      Additional Amounts ................................................................      24
ARTICLE Four        SECURITYHOLDERS' LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE ....................      25
     SECTION 4.1      Issuer to Furnish Trustee Information as to Names and Addresses of
                      Securityholders ...................................................................      25
     SECTION 4.2      Preservation and Disclosure of Securityholders' Lists .............................      25
     SECTION 4.3      Reports by the Issuer .............................................................      27
     SECTION 4.4      Reports by the Trustee ............................................................      28
ARTICLE Five        REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT .....................      28
     SECTION 5.1      Event of Default Defined; Acceleration of Maturity;  Waiver of Default ............      28
     SECTION 5.2      Collection of Indebtedness by Trustee; Trustee May Prove Debt .....................      30
     SECTION 5.3      Application of Proceeds ...........................................................      32
     SECTION 5.4      Suits for Enforcement .............................................................      33
     SECTION 5.5      Restoration of Rights on Abandonment of Proceedings ...............................      33
     SECTION 5.6      Limitations on Suits by Securityholders ...........................................      33
</TABLE>

                                       -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                        Page
     <S>                                                                                                <C>
     SECTION 5.7      Unconditional Right of Securityholders to Institute Certain Suits .............     34
     SECTION 5.8      Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default .......     34
     SECTION 5.9      Control by Securityholders ....................................................     35
     SECTION 5.10     Waiver of Past Defaults .......................................................     35
     SECTION 5.11     Trustee to Give Notice of Default, But May Withhold in Certain
                      Circumstances .................................................................     35
     SECTION 5.12     Right of Court to Require Filing of Undertaking to Pay Costs ..................     36
ARTICLE Six         CONCERNING THE TRUSTEE ..........................................................     36
     SECTION 6.1      Duties and Responsibilities of the Trustee; Prior to Default; During
                      Default .......................................................................     36
     SECTION 6.2      Certain Rights of the Trustee .................................................     37
     SECTION 6.3      Trustee Not Responsible for Recitals, Disposition of Securities or
                      Application of Proceeds Thereof ...............................................     39
     SECTION 6.4      Trustee and Agents May Hold Securities; Collections, etc ......................     39
     SECTION 6.5      Moneys Held by Trustee ........................................................     39
     SECTION 6.6      Compensation and Indemnification of Trustee and Its Prior Claim ...............     39
     SECTION 6.7      Right of Trustee to Rely on Officer's Certificate, etc ........................     40
     SECTION 6.8      Disqualification of Trustee; Conflicting Interests ............................     40
     SECTION 6.9      Persons Eligible for Appointment as Trustee ...................................     40
     SECTION 6.10     Resignation and Removal; Appointment of Successor Trustee .....................     41
     SECTION 6.11     Acceptance of Appointment by Successor Trustee ................................     42
     SECTION 6.12     Merger, Conversion, Consolidation or Succession to Business of Trustee ........     43
     SECTION 6.13     Preferential Collection of Claims Against the Issuer ..........................     43
     SECTION 6.14     Appointment of Authenticating Agent ...........................................     43
ARTICLE Seven       CONCERNING THE SECURITYHOLDERS ..................................................     44
     SECTION 7.1      Evidence of Action Taken by Securityholders ...................................     44
     SECTION 7.2      Proof of Execution of Instruments .............................................     45
     SECTION 7.3      Holders to Be Treated as Owners ...............................................     45
     SECTION 7.4      Securities Owned by Issuer Deemed Not Outstanding .............................     45
     SECTION 7.5      Right of Revocation of Action Taken ...........................................     46
     SECTION 7.6      Record Date for Determination of Holders Entitled to Vote .....................     46
ARTICLE Eight       SUPPLEMENTAL INDENTURES .........................................................     46
     SECTION 8.1      Supplemental Indentures Without Consent of Securityholders ....................     46
     SECTION 8.2      Supplemental Indentures With Consent of Securityholders .......................     48
     SECTION 8.3      Effect of Supplemental Indenture ..............................................     48
     SECTION 8.4      Documents to Be Given to Trustee ..............................................     49
     SECTION 8.5      Notation on Securities in Respect of Supplemental Indentures ..................     49
ARTICLE Nine        CONSOLIDATION, MERGER, SALE OR CONVEYANCE .......................................     49
     SECTION 9.1      Issuer May Consolidate, etc., on Certain Terms ................................     49
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                        Page
     <S>                                                                                                <C>
     SECTION 9.2      Successor Corporation Substituted .............................................     49
     SECTION 9.3      Opinion of Counsel to Trustee .................................................     50
ARTICLE Ten         SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS .......................     50
     SECTION 10.1     Satisfaction and Discharge of Indenture .......................................     50
     SECTION 10.2     Application by Trustee of Funds Deposited for Payment of  Securities ..........     52
     SECTION 10.3     Repayment of Moneys Held by Paying Agent ......................................     52
     SECTION 10.4     Return of Unclaimed Moneys Held by Trustee and Paying Agent ...................     52
     SECTION 10.5     Reinstatement of Issuer's Obligations .........................................     53
ARTICLE Eleven      MISCELLANEOUS PROVISIONS ........................................................     53
     SECTION 11.1     Incorporators, Stockholders, Officers and Directors of Issuer Exempt from
                      Individual Liability ..........................................................     53
     SECTION 11.2     Provisions of Indenture for the Sole Benefit of Parties and
                      Securityholders ...............................................................     53
     SECTION 11.3     Successors and Assigns of Issuer Bound by Indenture ...........................     53
     SECTION 11.4     Notices and Demands on Issuer, Trustee and Securityholders ....................     53
     SECTION 11.5     Officer's Certificates and Opinions of Counsel; Statements to Be
                      Contained Therein .............................................................     54
     SECTION 11.6     Payments Due on Saturdays, Sundays and Holidays ...............................     55
     SECTION 11.7     Conflict of Any Provision of Indenture with Trust Indenture Act of 1939 .......     55
     SECTION 11.8     New York Law to Govern; Waiver of Jury Trial ..................................     55
     SECTION 11.9     Counterparts ..................................................................     56
     SECTION 11.10    Effect of Headings ............................................................     56
     SECTION 11.11    Determination of Principal Amount; Calculation of Original Issue Discount .....     56
ARTICLE Twelve      REDEMPTION OF SECURITIES AND SINKING FUNDS ......................................     56
     SECTION 12.1     Applicability of Article ......................................................     56
     SECTION 12.2     Notice of Redemption; Partial Redemptions .....................................     56
     SECTION 12.3     Payment of Securities Called for Redemption ...................................     57
     SECTION 12.4     Exclusion of Certain Securities from Eligibility for Selection for
                      Redemption ....................................................................     58
     SECTION 12.5     Mandatory and Optional Sinking Funds ..........................................     58
</TABLE>

TESTIMONIUM

SIGNATURES

ACKNOWLEDGMENTS

Exhibit A - Form of Certificate

                                      -iii-

<PAGE>

         THIS INDENTURE, dated as of ______________, 2003 between THE DOW
CHEMICAL COMPANY, a Delaware corporation (the "Issuer"), and BNY MIDWEST TRUST
COMPANY, an Illinois trust company, as Trustee (the "Trustee"),

                              W I T N E S S E T H:

         WHEREAS, the Issuer has duly authorized the issue from time to time of
its unsecured debentures, notes or other evidences of indebtedness to be issued
in one or more Series (the "Securities") up to such principal amount or amounts
as may from time to time be authorized in accordance with the terms of this
Indenture and to provide, among other things, for the authentication, delivery
and administration thereof, the Issuer has duly authorized the execution and
delivery of this Indenture; and

         WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been done;

         NOW, THEREFORE:

         In consideration of the premises and the purchases of the Securities by
the holders thereof, the Issuer and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective holders from time to time
of the Securities as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

         SECTION 1.1 Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939, including terms defined therein by reference to the
Securities Act of 1933 (except as herein otherwise expressly provided or unless
the context otherwise clearly requires), shall have the meanings assigned to
such terms in said Trust Indenture Act and in said Securities Act as in force at
the date of this Indenture. All accounting terms used herein and not expressly
defined shall have the meanings assigned to such terms in accordance with
generally accepted accounting principles, and the term "generally accepted
accounting principles" means such accounting principles as are generally
accepted at the time of any computation. The words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Indenture as a
whole, as supplemented and amended from time to time, and not to any particular
Article, Section or other subdivision. The terms defined in this Article have
the meanings assigned to them in this Article and include the plural as well as
the singular.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more Series.

         "Board of Directors" means either the Board of Directors of the Issuer
or any duly authorized committee thereof.

<PAGE>

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

         "Business Day" means, except as may otherwise be provided in the form
of Securities of any particular Series, with respect to any Place of Payment,
any day, other than a Saturday or Sunday, that is not a legal holiday, or a day
on which banking institutions are authorized or required by law or regulation to
close in The City of New York, Chicago or in that Place of Payment, or with
respect to Securities denominated in a Foreign Currency, the capital city of the
country of such Foreign Currency, or with respect to Securities denominated in
ECU, Brussels, Belgium.

         "Clearstream" means Clearstream Banking, societe anonyme, Luxembourg

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery 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 on such date.

         "Consolidated Net Tangible Assets" means the total assets of the Issuer
and its consolidated subsidiaries as shown on or reflected in its balance sheet
less (a) all current liabilities (excluding current liabilities which could be
classified as long-term debt in conformity with generally accepted accounting
principles and current liabilities which are by their terms extendible or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed), (b) advances
to entities accounted for on the equity method of accounting, and (c) intangible
assets. "Intangible assets" means the aggregate value (net of any applicable
reserves), as shown on or reflected in such balance sheet, of: (i) all trade
names, trademarks, licenses, patents, copyrights and goodwill; (ii)
organizational and development costs; (iii) deferred charges (other than prepaid
items such as insurance, taxes, interest, commissions, rents and similar items
and tangible assets being amortized); and (iv) unamortized debt discount and
expense, less unamortized premium.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 2 North LaSalle Street, Suite 1020,
Chicago, Illinois 60602, Attention: Corporate Trust Department, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Issuer, or the principal corporate trust office of any successor Trustee
(or such other address as such successor Trustee may designate from time to time
by notice to the Holders and the Issuer).

         "Coupon" means any interest coupon appertaining to any Security.

         "Coupon Security" means any Security authenticated and delivered with
one or more Coupons appertaining thereto.

                                        2

<PAGE>

         "Dollar" means the coin or currency of the United States which as of
the time of payment is legal tender for the payment of public and private debts.

         "Euro" means the lawful currency of the member states of the European
Economic and Monetary Union, pursuant to the Treaty establishing the European
Community, as amended by the Treaty on European Union.

         "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System.

         "Event of Default" means any event or condition specified as such in
Section 5.1.

         "Exempted Indebtedness" means the sum of (i) all outstanding
indebtedness of the Issuer and its Restricted Subsidiaries incurred after the
date of this Indenture and secured by liens proscribed in paragraph (a) of
Section 3.6, and (ii) the aggregate of present values (discounted at a rate per
annum equal to the average interest borne by all Outstanding Securities
determined on a weighted average basis and compounded semi-annually) of the
obligations of the Issuer or any Restricted Subsidiaries for rental payments
during the remaining term of all leases (including any period for which any such
lease has been extended or may, at the option of the lessor, be extended) of all
Principal Property other than those leases expressly permitted by paragraph (a)
of Section 3.7. The net amount of rent required to be paid under any such lease
for any such term shall be the amount of the rent payable by the lessee with
respect to such period, after excluding amounts required to be paid on account
of maintenance and repairs, insurance, taxes, assessments, water rates and
similar charges and contingent rents such as those based on sales. In the case
of any such lease which is terminable by the lessee upon the payment of a
penalty, such net amount shall also include the amount of such penalty, but no
rent shall be considered as required to be paid under such lease subsequent to
the first date upon which it may be so terminated.

         "Foreign Currency" means a currency issued by the government of any
country other than the United States.

         "Holder", "Holder of Securities", "Securityholder" or other similar
terms mean the holder of an Unregistered Security or a Registered Holder of a
Registered Security and, when used with respect to any Coupon, means the holder
thereof.

         "Indenture" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or supplemented
or both, and shall include the forms and terms of particular Series of
Securities established as contemplated hereunder.

         "Issuer" means (except as otherwise provided in Article Six) The Dow
Chemical Company, a Delaware corporation, and, subject to Article Nine, its
successors and assigns.

         "Issuer Notice" means the confirmation of the Issuer, transmitted by
telecopy or in writing to the Trustee of the terms of the issuance of any
Securities issuable in Tranches.

         "Issuer Order" or "Issuer Request" means a written order or request of
the Issuer, signed in its name by its President, Chief Financial Officer or
Treasurer and delivered to the Trustee.

                                        3

<PAGE>

         "Officer's Certificate" means a certificate signed by the President,
Chief Financial Officer or Treasurer of the Issuer and delivered to the Trustee.
Each such certificate shall include the statements provided for in Section 11.5.

         "Opinion of Counsel" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Issuer. Each such opinion
shall include the statements provided for in Section 11.5.

         "Original Issue Date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 5.1.

         "Outstanding" (except as otherwise provided in Section 6.8), when used
with reference to Securities, shall, subject to the provisions of Section 7.4,
mean, as of any particular time, all Securities authenticated and delivered by
the Trustee under this Indenture, except

                  (a) Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (b) Securities, or portions thereof, for the payment or
         redemption of which moneys in the necessary amount shall have been
         deposited in trust with the Trustee or with any paying agent (other
         than the Issuer) or shall have been set aside, segregated and held in
         trust by the Issuer for the holders of such Securities (if the Issuer
         shall act as its own paying agent), provided that if such Securities,
         or portions thereof, are to be redeemed prior to the maturity thereof,
         notice of such redemption shall have been given as herein provided, or
         provision satisfactory to the Trustee shall have been made for giving
         such notice; and

                  (c) Securities in substitution for which other Securities
         shall have been authenticated and delivered, or which shall have been
         paid, pursuant to the terms of Section 2.9 (except with respect to any
         such Security as to which proof satisfactory to the Trustee is
         presented that such Security is held by a person in whose hands such
         Security is a legal, valid and binding obligation of the Issuer).

         "Paying Agent" means any Person (which may include the Issuer)
authorized by the Issuer to pay the principal of or interest, if any, on any
Security on behalf of the Issuer.

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

         "Place of Payment" when used with respect to the Securities of any
Series, means the place or places where the principal of and interest, if any,
on the Securities of that Series are payable as specified pursuant to Section
3.2.

                                        4

<PAGE>

         "principal" whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium, if
any."

         "Principal Property" means any manufacturing facility owned by the
Issuer or any Restricted Subsidiary and located within the United States
(excluding its territories and possessions and the Commonwealth of Puerto Rico)
the gross book value (without deduction of any depreciation reserves) of which
on the date as of which the determination is being made exceeds one percent of
Consolidated Net Tangible Assets, other than any such facility or portion
thereof which the Board of Directors reasonably determines is not material to
the business conducted by the Issuer and its Subsidiaries as a whole.

         "Registered Holder" when used with respect to a Registered Security
means the person in whose name such Security is registered in the Security
register.

         "Registered Security" means any Security registered in the Security
register.

         "Responsible Officer" when used with respect to the Trustee shall mean
any officer in the corporate trust department (or any successor group) of the
Trustee including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the
Trustee customarily performing functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred at the Corporate Trust Office because of his
or her knowledge of and familiarity with the particular subject.

         "Restricted Subsidiary" means any Subsidiary: (i) substantially all of
the property of which is located, and substantially all of the business of which
is carried on, within the United States (excluding its territories and
possessions and the Commonwealth of Puerto Rico); and (ii) which owns or
operates one or more Principal Properties; provided, however, that Restricted
Subsidiary shall not include a Subsidiary which is primarily engaged in the
business of a finance or insurance company and branches thereof.

         "Security" or "Securities" (except as otherwise provided in Section
6.8) has the meaning stated in the first recital of this Indenture, or, as the
case may be, Securities that have been authenticated and delivered under this
Indenture.

         "Series" or "Series of Securities" means a series of Securities. Except
in Sections 1.1 - "Outstanding," 2.3 and 7.4 and Articles Five, Six and Eleven,
the terms "Series" or "Series of Securities" shall also mean a Tranche in the
event that the applicable Series may be issued in separate Tranches.

         "Specified Amount" has the meaning specified in Section 2.12.

         "Subsidiary" means any corporation, of which at least a majority of the
Voting Stock is at the time owned directly or indirectly by the Issuer or by the
Issuer and its other Subsidiaries. The term "Voting Stock" means outstanding
shares of stock having voting power for the election of directors, whether at
all times or only so long as no senior class of stock has such voting power
because of default in dividends or some other default.

                                        5

<PAGE>

         "Tranche" means all Securities of the same Series which have the same
issue date, maturity date and other terms.

         "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, any successor
trustee.

         "Trust Indenture Act of 1939" or "Trust Indenture Act" (except as
otherwise provided in Sections 8.1 and 8.2) means the Trust Indenture Act of
1939 as in force at the date as of which this Indenture was originally executed.

         "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.

         "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.

         "Unregistered Security" means any Security not registered as to
principal.

         "vice president" when used with respect to the Issuer or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title of "vice president."

         "Yield to Maturity" means the yield to maturity on a series of
Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such Series, and
calculated by the Issuer in accordance with accepted financial practice.

                                   ARTICLE TWO

                                   SECURITIES

         SECTION 2.1 Forms Generally. The Securities of each Series (including
any temporary or permanent global Securities) and the Coupons, if any, shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to a Board Resolution (or, to the extent established
pursuant to, rather than set forth in, such Board Resolution, in an Officer's
Certificate) or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture (the provisions of which shall be
appropriate to reflect the terms of each Series of Securities, including the
currency or denomination, which may be Dollars, Foreign Currency or ECU) and may
have imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Indenture, as may be required to comply
with any law or with any rules or regulations pursuant thereto, or with any
rules of any securities exchange or to conform to general usage, all as may be
determined by the officers executing such Securities and Coupons, if any, as
evidenced by their execution of the Securities and Coupons, if any. The
definitive Securities and Coupons, if any, shall be printed, lithographed or may
be produced in

                                        6

<PAGE>

any other manner, all as determined by the officers executing such Securities
and Coupons, if any, as evidenced by their execution of such Securities and
Coupons, if any.

         SECTION 2.2 Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

                                     BNY Midwest Trust Company,
                                        as Trustee


                                     By_____________________________
                                         Authorized Signatory

                                     Dated:_________________________

         SECTION 2.3 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 or pursuant to a Board Resolution, or to the extent established
pursuant to, rather than set forth in, such resolution, established in an
Officer's Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any Series,

             (1)  the title of the Securities of the Series (which title shall
         distinguish the Securities of the Series from all other Securities
         issued by the Issuer);

             (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 Sections 2.8, 2.9, 2.11 or 12.3);

             (3)   whether Securities of the Series are to be issuable as
         Registered Securities, Unregistered Securities or both, whether any
         Securities of the Series are to be issuable initially in temporary
         global form and whether any Securities of the Series are to be issuable
         in permanent global form with or without Coupons and, if so, (i)
         whether beneficial owners of interest in any such permanent global
         Security may exchange such interest for Securities of such Series and
         of like tenor of any authorized form and denomination and the
         circumstances under which any such exchanges may occur, if other than
         in the manner provided in Section 2.8 and (ii) the name of the
         depositary with respect to any global Security;

             (4)   the Person to whom any interest in any Registered Security of
         the Series shall be payable, if other than the Person in whose name the
         Security (or one or more predecessor Securities) is registered at the
         close of business on the record date for such interest, the manner in
         which, or the Person to whom, any interest on any Unregistered

                                        7

<PAGE>

         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 2.11;

             (5)   the date or dates on which the principal of the Securities of
         the Series is payable;

             (6)   the rate or rates (or formula for determining such rates) at
         which the Securities of the Series shall bear interest, if any, the
         date or dates from which such interest shall accrue, the interest
         payment dates on which such interest shall be payable and the record
         dates for the determination of Holders to whom interest is payable;

             (7)   whether the interest rate or interest rate formula, as the
         case may be, for Securities of the Series may be reset at the option of
         the Issuer and, if so, the date or dates on which such interest rate or
         interest rate formula, as the case may be, may be reset;

             (8)   the place or places where the principal and interest on
         Securities of the Series shall be payable (if other than as provided in
         Section 3.2), any Registered Securities of the Series may be
         surrendered for registration of transfer, Securities of the Series may
         be surrendered for exchange and notices and demands to or upon the
         Issuer in respect of the Securities of the Series and this Indenture
         may be served;

             (9)   the price or prices at which, the period or periods within
         which and the terms and conditions upon which Securities of the Series
         may be redeemed or repurchased, in whole or in part, at the option of
         the Issuer or repaid at the option of the Holders;

             (10)  the obligation, if any, of the Issuer to redeem, purchase or
         repay Securities of the Series pursuant to any sinking fund or
         analogous provisions or at the option of a Holder thereof and the price
         or prices at which and the period or periods within which and the terms
         and conditions upon which Securities of the Series shall be redeemed,
         purchased or repaid, in whole or in part, pursuant to such obligation;

             (11)  the denominations in which any Registered Securities of the
         Series may be issued, if other than denominations of $1,000 and any
         integral multiple thereof, and the denomination or denominations in
         which any Unregistered Securities of the Series may be issued, if other
         than the denomination of $5,000;

             (12)  the form of the Securities (or forms thereof if Unregistered
         and Registered Securities shall be issuable in such Series), including
         such legends as required by law or as the Issuer deems necessary or
         appropriate, the form of any Coupons or Temporary Global Security which
         may be issued and the forms of any certificates which may be required
         hereunder or which the Issuer may require in connection with the
         offering, sale, delivery or exchange of Unregistered Securities;

                                        8

<PAGE>

             (13)  the currency or currencies, including composite currencies,
         in which payments of interest or principal are payable with respect to
         the Securities of the Series if other than the currency of the United
         States of America;

             (14)  if the amount of payments of principal of or interest on the
         Securities of any Series may be determined with reference to the
         differences in the price of or rate of exchange between any indexes,
         currencies or commodities, the manner in which such amounts shall be
         determined;

             (15)  if other than the principal amount thereof, the portion of
         the principal amount of Securities of the Series which thereof pursuant
         to Section 5.1 or provable in bankruptcy pursuant to Section 5.2;

             (16)  whether Securities of the Series are issuable in Tranches;

             (17)  any additional Events of Default or restrictive covenants
         with respect to the Securities of such Series which are not set forth
         herein;

             (18)  any other terms or conditions upon which the Securities of
         the Series are to be issued (which terms shall not be inconsistent with
         the provisions of this Indenture); and

             (19)  any trustees, authenticating or paying agents, transfer
         agents or registrars or any other agents with respect to the Securities
         of such Series.

         All Securities of any one Series shall be substantially identical
except as to denomination, except as provided in the immediately succeeding
paragraph, and except as may otherwise be provided in or pursuant to such Board
Resolution or in any such indenture supplemental hereto. All Securities of any
one Series need not be issued at the same time, and unless otherwise provided, a
Series may be reopened for issuances of additional Securities of such Series.

         Each Series may be issued in one or more Tranches. Except as provided
in the foregoing paragraph, all Securities of a Tranche shall have the same
terms, including issue date, except that Securities of the same Tranche may be
issued in different denominations of the same currency or composite currency.

         SECTION 2.4 Authentication and Delivery of Securities. At any time and
from time to time after the execution and delivery of this Indenture, the Issuer
may deliver Securities of any Series having attached thereto appropriate
Coupons, if any, executed by the Issuer to the Trustee for authentication,
together with an Issuer Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Issuer Order shall
authenticate and deliver such Securities; provided, however, that in connection
with its original issuance, no Unregistered Security shall be mailed or
otherwise delivered to any location in the United States; and provided, further,
that an Unregistered Security may be delivered in connection with its original
issuance only if the Person entitled to receive such Unregistered Security shall
have furnished a certificate in the form of Exhibit A-1 hereto dated no earlier
than 15 days prior to the earlier of the date on which such Unregistered
Security is delivered and the date on which any temporary Security first becomes
exchangeable for such Unregistered Security in accordance with the terms

                                        9

<PAGE>

of such temporary Security and this Indenture. If any Security shall be
represented by a permanent global Unregistered Security, then, for purposes of
this Section and Section 2.11, 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 delivered in connection with
its original issuance of such beneficial owner's interest in such permanent
global Unregistered Security. 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 Section
6.1) shall be fully protected in relying upon:

             (1)   an Issuer Order requesting such authentication and setting
         forth delivery instructions if the Securities are not to be delivered
         to the Issuer;

             (2)   any Board Resolution, Officer's Certificate and/or
         supplemental indenture referred to in Sections 2.1 and 2.3 by or
         pursuant to which the forms of the Securities of any such Series were
         established;

             (3)   an Officer's Certificate setting forth the form and terms of
         the Securities stating that the form and terms of the Securities have
         been established pursuant to Section 2.1 and 2.3 and comply with this
         Indenture, and covering such other matters as the Trustee may
         reasonably request;

             (4)   an Opinion of Counsel to the effect that:

                   (a)   the form or forms and terms of such Securities have
             been established pursuant to Sections 2.1 and 2.3 and comply with
             this Indenture;

                   (b)   the authentication and delivery of such Securities by
             the Trustee are authorized under the provisions of this Indenture;

                   (c)   such Securities, when authenticated and delivered by
             the Trustee and issued by the Issuer in the manner and subject to
             any conditions specified in such Opinion of Counsel, will
             constitute valid and binding obligations of the Issuer;

                   (d)   all laws and requirements in respect of the execution
             and delivery by the Issuer have been complied with; and

                   (e)   covering such other matters as the Trustee may
             reasonably request.

provided, however, that in the case of any Series issuable in Tranches, if the
Trustee has previously received the documents referred to in Section 2.4(1)-(4)
with respect to any Tranche of such Series, the Trustee shall authenticate and
deliver Securities of such Series executed and delivered by the Issuer for
original issuance upon receipt by the Trustee of the applicable Issuer Notice.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
issue of such Securities pursuant to this Indenture will

                                       10

<PAGE>

affect the Trustee's own rights, duties or immunities under this Indenture in a
manner not reasonably acceptable to the Trustee.

     SECTION 2.5 Execution of Securities. The Securities shall be signed on
behalf of the Issuer by the Chairman of its Board of Directors or its president
or any vice president or its treasurer or any assistant treasurer. Such
signatures may be the manual or facsimile signatures of the present or any
future such officers. The seal of the Issuer may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Securities. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee. Any Coupons attached to any Unregistered Security shall be executed
on behalf of the Issuer by the manual or facsimile signature of any such officer
of the Issuer.

     In case any officer of the Issuer who shall have signed any of the
Securities or Coupons shall cease to be such officer before the Security or
Coupon so signed shall be authenticated and delivered by the Trustee or disposed
of by the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or Coupon
had not ceased to be such officer of the Issuer; and any Security or Coupon may
be signed on behalf of the Issuer by such persons as, at the actual date of the
execution of such Security or Coupon, shall be the proper officers of the
Issuer, although at the date of the execution and delivery of this Indenture any
such person was not such an officer.

     SECTION 2.6 Certificate of Authentication. Only such Securities and Coupons
appertaining thereto as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, executed by the Trustee by the
manual signature of one of its authorized signatories, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee upon any Security executed by the Issuer shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

     The Trustee shall not authenticate or deliver any Unregistered Security
until any matured Coupons appertaining thereto have been detached and canceled,
except as otherwise provided or permitted by this Indenture.

     SECTION 2.7 Denomination and Date of Securities; Payments of Interest. The
Securities shall be issuable in denominations as shall be specified as
contemplated by Section 2.3. In the absence of any such specification with
respect to the Securities of any Series, Registered Securities of such Series
shall be issuable in denominations of $1,000 and any multiple thereof, and
Unregistered Securities of such Series shall be issuable in denominations of
$5,000, and interest shall be computed on the basis of a 360-day year of twelve
30-day months. The Securities shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Issuer executing the same may determine with the approval of the Trustee as
evidenced by the execution and authentication thereof.

     Each Registered Security shall be dated the date of its authentication,
each Unregistered Security shall be dated as of the date of original issuance of
the first Security of such Series to be

                                       11

<PAGE>

issued, shall bear interest from the date and shall be payable on the dates, in
each case, which shall be specified as contemplated by Section 2.3.

     Interest on any Security which is payable, and is punctually paid or duly
provided for, on any interest payment date shall be paid, in the case of
Registered Securities, 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 the payment of such interest and, in the case of Unregistered
Securities, upon surrender of the Coupon appertaining thereto in respect of the
interest due on such interest payment date.

     The term "record date" as used with respect to any interest payment date
(except for a date for payment of defaulted interest) shall mean the date
specified as such in the terms of the Securities of any particular Series, or,
if no such date is so specified, if such interest payment date is the first day
of a calendar month, the close of business on the fifteenth day of the next
preceding calendar month or, if such interest payment date is the fifteenth day
of a calendar month, the close of business on the first day of such calendar
month, whether or not such record date is a Business Day.

     Any interest on any Security of any Series which is payable, but is not
punctually paid or duly provided for, on any interest payment date (called
"defaulted interest" for the purpose of this Section) shall forthwith cease to
be payable to the Registered Holder on the relevant regular record date by
virtue of his having been such Holder; and such defaulted interest may be paid
by the Issuer, at its election in each case, as provided in clause (1) or clause
(2) below:

           (1)   The Issuer may elect to make payment of any defaulted interest
     to the persons in whose names any such Registered Securities (or their
     respective predecessor Securities) are registered at the close of business
     on a special record date for the payment of such defaulted interest, which
     shall be fixed in the following manner. The Issuer shall notify the Trustee
     in writing of the amount of defaulted interest proposed to be paid on each
     Security of such Series and the date of the proposed payment, and at the
     same time the Issuer shall deposit with the Trustee an amount of money
     equal to the aggregate amount proposed to be paid in respect of such
     defaulted interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the persons entitled to
     such defaulted interest as in this clause provided. Thereupon the Trustee
     shall fix a special record date for the payment of such defaulted interest
     in respect of Registered Securities of such Series which shall be not more
     than 15 nor less than 10 days prior to the date of the proposed payment and
     not less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Issuer of such
     special record date and, in the name and at the expense of the Issuer,
     shall cause notice of the proposed payment of such defaulted interest and
     the special record date thereof to be mailed, first class postage prepaid,
     to each Registered Holder 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 in
     respect of Registered Securities of such Series shall be paid to the person
     in whose names such Securities (or their respective predecessor Securities)
     are registered on such special

                                       12

<PAGE>

     record date and such defaulted interest shall no longer be payable pursuant
     to the following clause (2).

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

     Any defaulted interest payable in respect of any Security of any Series
which is not a Registered Security shall be payable pursuant to such procedures
as may be satisfactory to the Trustee in such manner that there is no
discrimination as between the Holders of Registered Securities and other
Securities of the same Series, and notice of the payment date therefor shall be
given by the Trustee, in the name and at the expense of the Issuer, in the
manner specified in Section 11.4.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon 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 2.8 Registration, Transfer and Exchange. The Issuer will keep at
each office or agency to be maintained for the purpose as provided in Section
3.2 for each Series of Securities a register or registers in which, subject to
such reasonable regulations as it may prescribe, it will register, and will
register the transfer of, Registered Securities as in this Article provided.
Such register shall be in written form in the English language or in any other
form capable of being converted into such form within a reasonable time. At all
reasonable times such register or registers shall be open for inspection by the
Trustee.

     Upon due presentation for registration of transfer of any Registered
Security of any Series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same Series in
authorized denominations for a like aggregate principal amount.

     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
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at any such office or agency. Whenever any
Securities are so surrendered for exchange, the Issuer shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive. Except as otherwise specified as
contemplated by Section 2.3, Unregistered Securities may not be issued in
exchange for Registered Securities.

     At the option of the Holder, Unregistered 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 Unregistered Securities to be exchanged at any such office or agency,
with all unmatured Coupons, if any, and all matured Coupons, if any, in

                                       13

<PAGE>

default thereto appertaining. If the Holder of an Unregistered Security is
unable to produce any such unmatured Coupons and all matured Coupon or Coupons
or matured Coupon or Coupons in default, such exchange may be effected if the
Unregistered Securities are accompanied by payment in funds acceptable to the
Issuer 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 Issuer
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 3.2, 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 an Unregistered Security of any Series is surrendered at any
such office or agency in exchange for a Registered Security of the same Series
and like tenor after the close of business at such office or agency on any
record date and before the opening of business at such office or agency on the
relevant interest payment date, such Unregistered Security shall be surrendered
without the Coupon relating to such interest payment date and interest will not
be payable on such interest payment date in respect of the Registered Security
issued in exchange for such Unregistered Security, but will be payable only to
the Holder of such Coupon when due in accordance with the provisions of this
Indenture.

     Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 2.3, 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 2.3, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Issuer 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 Issuer. On
or after the earliest date on which such interests may be so exchanged, such
permanent global Securities shall be surrendered from time to time by the
depositary holding such global security and in accordance with instructions
given to the Trustee and such depositary (which instructions shall be in writing
but need not comply with Section 11.5 or be accompanied by an Opinion of
Counsel), as shall be specified in the Issuer Order with respect to the Trustee,
as the Issuer's agent for such purpose, to be exchanged, in whole or in part,
for definitive Securities of the same Series without charge. The Trustee shall
authenticate and make available for delivery, in exchange for each portion of
such surrendered permanent global Security, a like 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 Unregistered
Securities and as Registered Securities, in which case the definitive Securities
exchanged for the permanent global Security shall be issuable only in the form
which the Securities are issuable, as specified as contemplated by Section 2.3)
shall be in the form of Unregistered 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 of that
Series to be redeemed and ending on the relevant Redemption Date; and provided,
further, that no Unregistered Security

                                       14

<PAGE>

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 such exchange in part, such permanent global Security shall be
returned by the Trustee to the depositary or such other depositary referred to
above in accordance with the instructions of the Issuer 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 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.

     Upon presentation for registration of any Unregistered Securities of any
Series which by its terms is registrable as to principal, at the office or
agency of the Issuer to be maintained as provided in Section 3.2, such Security
shall be registered as to principal in the name of the Holder thereof and such
registration shall be noted on such Security. Any Security so registered shall
be transferable on the registry books of the Issuer upon presentation of such
Security at such office or agency for similar notation thereon, but such
Security may be discharged from registration by being in a like manner
transferred to bearer, whereupon transferability by delivery shall be restored.
Unregistered Securities shall continue to be subject to successive registrations
and discharges from registration at the option of the Holders thereof.

     Unregistered Securities shall be transferable by delivery, except while
registered as to principal. Registration of any Coupon Security shall not effect
the transferability by delivery of the Coupons appertaining thereto which shall
continue to be payable to bearer and transferable by delivery.

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

     Every Security presented or surrendered for registration of transfer or
exchange shall (if so required by the Issuer or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Issuer 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 Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities, other than exchanges pursuant to
Sections 2.11, 8.5 or 12.3 not involving any transfer.

     The Issuer shall not be required (i) to issue, register the transfer of or
exchange Securities of any Series during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of Securities of
that Series to be redeemed and ending at the close of

                                       15

<PAGE>

business on (A) if Securities of the Series are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and (B)
if Securities of the Series are issuable as Unregistered Securities, the day of
the first publication of the relevant notice of redemption or, if Securities of
the Series are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption, in whole or in part, except the unredeemed portion of any Security
being redeemed in part, or (iii) to exchange any Unregistered Security so
selected for redemption except that such an Unregistered Security may be
exchange for a Registered Security of that Series and like tenor, provided that
such Registered Security shall be simultaneously surrendered for redemption.

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

         SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security or Coupon shall become mutilated,
defaced or be destroyed, lost or stolen, the Issuer in its discretion may
execute, and upon an Issuer Order, the Trustee shall authenticate and deliver, a
new Security of the same Series or Coupon, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated or
defaced Security or Coupon, or in lieu of and substitution for the Security or
Coupon so destroyed, lost or stolen. In every case the applicant for a
substitute Security or Coupon shall furnish to the Issuer and to the Trustee and
to any agent of the Issuer or the Trustee such security or indemnity as may be
required by them to indemnify and defend and to save each of them harmless and,
in every case of destruction, loss or theft, evidence to their satisfaction of
the destruction, loss or theft of such Security or Coupon and of the ownership
thereof.

         Upon the issuance of any substitute Security or Coupon, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith. In case any Security
or Coupon which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may, instead of issuing a substitute Security or Coupon, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated or defaced Security or Coupon), if the applicant for such
payment shall furnish to the Issuer and to the Trustee and any agent of the
Issuer or the Trustee such security or indemnity as any of them may require to
save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Issuer and the Trustee and any agent of
the Issuer or the Trustee evidence to their satisfaction of the destruction,
loss or theft of such Security or Coupon and of the ownership thereof.

         Every substitute Security of any Series or Coupon issued pursuant to
the provisions of this Section by virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuer, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set
forth in) this Indenture equally and proportionately with any and all other
Securities of such Series or Coupons duly

                                       16

<PAGE>

authenticated and delivered hereunder. All Securities or Coupons shall be held
and owned upon the express condition that, to the extent permitted by the law,
the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, defaced, destroyed, lost or stolen Securities or Coupons
and shall preclude any and all other rights or remedies notwithstanding any law
or statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

         SECTION 2.10 Cancellation of Securities, Destruction Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund and all Coupons surrendered for payment or exchange, shall, if surrendered
to the Issuer or any agent of the Issuer or the Trustee, be delivered to the
Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities or Coupons shall be issued in lieu thereof, except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall dispose of such cancelled Securities and Coupons in accordance with its
customary practices. If the Issuer shall acquire any of the Securities and
Coupons, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities and Coupons unless and until the
same are delivered to the Trustee for cancellation.

         SECTION 2.11 Temporary Securities. Pending the preparation of
definitive Securities of any Series, the Issuer may execute, and upon Issuer
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, 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 officers executing may
determine, as evidenced by their execution of such Securities. In the case of
any Series issuable as Unregistered Securities, such temporary Securities may be
in global form.

         Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any Series are issued, the Issuer 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 Issuer maintained pursuant to Section 3.2 for the purpose of exchanges of
Securities of such Series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any Series (accompanied
by any unmatured Coupons appertaining thereto) the Issuer shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like aggregate
principal amount of definitive Securities of the same Series and of like tenor
of authorized denominations; provided, however, that no definitive Unregistered
Security shall be delivered in exchange for a temporary Registered Security; and
provided, further, that a definitive Unregistered Security shall be delivered in
exchange for a temporary Unregistered Security only in compliance with the
conditions set forth in Section 2.4.

         If temporary Securities of any Series are issued in global form, any
such temporary global Security shall, unless otherwise provided therein, be
delivered to a European office of a

                                       17

<PAGE>

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
Security (the "Exchange Date"), the Issuer shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, or, if so specified as contemplated by
Section 2.3, a permanent global Security, in either case, executed by the
Issuer. On or after the Exchange Date, such temporary global Security shall be
surrendered by the Common Depositary to the Trustee, as the Issuer's agent for
such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities without charge and the Trustee shall authenticate and
deliver, in exchange for each portion of such temporary 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 temporary
global Security to be exchanged. The definitive Securities to be delivered in
exchange for any such temporary global 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 2.3,
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 A-2 to this
Indenture; and provided, further, that definitive Unregistered Securities shall
be delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 2.4.

         Unless otherwise specified in such temporary global Security, the
interest of a beneficial owner of Securities of a Series in a temporary global
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 A-1 to this Indenture, dated no
earlier than 15 days prior to the Exchange Date. Unless otherwise specified in
such temporary global Security, any such exchange shall be made free of charge
to the beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like in the event that such Person does not take delivery
of such definitive Securities in person at the offices of Euroclear or
Clearstream. Definitive Securities in bearer form to be delivered on exchange
for any portion of a temporary global 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 2.3, interest payable on a temporary global

                                       18

<PAGE>

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 A-3 to this Indenture, for credit without further interest on
or after such interest payment date to the respective accounts of the Persons
who are the beneficial owners of such temporary global Security on such Interest
Payment Date and who have each delivered to Euroclear and Clearstream, as the
case may be, a certificate in the form set forth in Exhibit A-4 to this
Indenture. Any interest so received by Euroclear and Clearstream and not paid as
herein provided shall be returned to the Trustee and then to the Issuer in
accordance with Section 10.4.

         Neither the Trustee nor any agent shall have responsibility for any
actions taken or not taken by the Common Depository.

         SECTION 2.12 Compliance with Certain Laws and Regulations. If any
Unregistered Securities are to be issued in any Series of Securities, the Issuer
will use reasonable efforts to provide for arrangements and procedures designed
pursuant to then applicable laws and regulations, if any, to ensure that
Unregistered Securities are sold or resold, exchanged, transferred and paid only
in compliance with such laws and regulations and without adverse consequences to
the Issuer.

         SECTION 2.13 Appointment of Agents With Respect to Certain
Calculations. The Issuer may appoint an Agent or Agents with respect to one or
more Series of Securities which Agent or Agents shall be authorized to determine
the rate or rates of interest applicable to the Securities of any Series from
time to time in effect, the amount of principal or premium, if any, payable on
the Securities of any Series and the rates of exchange applicable to the
Securities of any Series denominated in a currency other than United States
dollars from time to time in effect, all in accordance with the terms of the
Securities of such Series. Wherever reference is made in this Indenture to any
such calculation by the Trustee, it shall be deemed to refer to the calculation
by such agent or agents. Such agent, upon calculating the amounts so to be
calculated pursuant to the terms of the Securities of any Series shall
communicate promptly in writing the amounts so calculated to the Issuer and the
Trustee. Absent manifest error, all amounts so calculated shall be binding on
the Issuer, the Trustee and the Holders of the Securities of such Series.

         Any such agent may resign at any time by giving written notice thereof
to the Issuer and to the Trustee. The Issuer may at any time terminate the
agency of any such agent by giving written notice thereof to such agent and to
the Trustee. Upon receiving such a notice of resignation or upon such a
termination, the Issuer may appoint a successor agent and shall give notice of
such appointment to all Holders of Securities in the manner provided in Section
11.4.

         SECTION 2.14 CUSIP Numbers. The Issuer in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers 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 a 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

                                       19

<PAGE>

by any defect in or omission of such numbers. The Issuer will promptly notify
the Trustee of any change in the "CUSIP" numbers.

                                  ARTICLE THREE

                             COVENANTS OF THE ISSUER

         SECTION 3.1 Payment of Principal and Interest. The Issuer covenants and
agrees for the benefit of each Series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such Series in accordance with the terms of the Securities of
such Series, any Coupons appertaining thereto and this Indenture.

         The interest on Unregistered Securities shall be payable only upon
presentation and surrender of the Coupons for such interest installments as are
evidenced thereby as they mature. The interest on any temporary Unregistered
Security shall be paid, as to any installment of interest evidenced by a Coupon
attached thereto, if any, only upon presentation and surrender of such Coupon,
and, as to the other installments of interest, if any, only upon presentation of
such Securities for notation thereon of the payment of such interest.

         SECTION 3.2 Offices for Payment, etc. If Securities of a Series are
issuable only as Registered Securities, the Issuer will maintain 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 and where notices and demands to or upon the Issuer in
respect of the Securities of that Series and this Indenture may be served.
Except as otherwise specified as contemplated by Section 2.3, if Securities of a
Series are issuable as Registered Securities and/or Unregistered Securities, the
Issuer will maintain (A) in the Borough of Manhattan, The City of New York, or
in the City of Chicago, 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 notices and demands to or
upon the Issuer in respect of the Securities of that Series and this Indenture
may be served and where Unregistered 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, outside the United States, an office or
agency where Securities of that Series and related Coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Securities of that Series pursuant to Section 3.8); provided, however, that if
the Securities of that Series are listed on The International Stock Exchange,
London, the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Issuer
will maintain a Paying Agent for the Securities of that Series in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of that Series are listed on such
exchange, and (C) subject to any laws or regulations applicable thereto, 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 and where notices and demands to or upon
the Issuer in respect of the Securities of that Series and this Indenture may be
served. The Issuer will give prompt written notice to the Trustee and the
Holders of the location, and any change in the location, of any such office or
agency. If at any time the Issuer shall fail to maintain any such required
office or

                                       20

<PAGE>

agency in respect of any Series of Securities or shall fail to furnish the
Trustee with the address thereof, such presentations and surrenders of
Securities of that Series may be made and notices and demands may be made or
served at the Corporate Trust Office of the Trustee, except that Unregistered
Securities of that Series and the related Coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Unregistered Securities of that Series pursuant to Section 3.8) at an office
maintained by the Trustee in New York, and the Issuer hereby appoints the same
as its agent to receive such respective presentations, surrenders, notices and
demands.

     Except as otherwise specified as contemplated by Section 2.3, no payment of
principal or interest on Unregistered Securities shall be made at any office or
agency of the Issuer 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
denominated and payable in Dollars, payment of principal of and premium, if any,
and interest on any Unregistered Security (including any additional amounts
payable on Securities of such Series pursuant to Section 3.8) shall be made at
the office of the Issuer's Paying Agent in the Borough of Manhattan, The City of
New York, or the City of Chicago, if (but only if) payment in Dollars of the
full amount of such principal, premium, interest or additional amounts, as the
case may be, at all offices or agencies outside the United States maintained for
the purpose by the Issuer in accordance with this Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.

     The Issuer may also from time to time designate one or more other offices
or agencies where the Securities of one or more Series may be presented or
surrendered for any or all 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 Issuer 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 Issuer will give prompt written notice to the Trustee and
the Holders of any such designation or rescission and of any change in the
location of any such other office or agency.

     Unless otherwise specified pursuant to Section 2.3, the Trustee is
appointed Paying Agent and Registrar.

     SECTION 3.3 Appointment to Fill a Vacancy in Office of Trustee. The Issuer,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will
appoint, in the manner provided in Section 6.10, a Trustee, so that there shall
at all times be a Trustee with respect to each Series of Securities hereunder.

     SECTION 3.4 Paying Agents. Whenever the Issuer shall appoint a Paying Agent
other than the Trustee with respect to the Securities of any Series, it will
cause such Paying Agent to execute and deliver to the Trustee an instrument in
which such Agent shall agree with the Trustee, subject to the provisions of this
Section,

     (a) that it will hold all sums received by it as such Agent for the payment
of the principal of or interest on the Securities of such Series or Coupons
(whether such sums have been paid to it by the Issuer or by any other obligor on
the Securities of such Series or Coupons)

                                       21

<PAGE>

in trust for the benefit of the Holders of the Securities of such Series or of
the Trustee, and upon the occurrence of an Event of Default pay over all such
sums received by it to the Trustee,

     (b) that it will give the Trustee written notice of any failure by the
Issuer (or by any other obligor on the Securities of such Series) to make any
payment of the principal of or interest on the Securities of such Series or
Coupons when the same shall be due and payable, and

     (c) that it will give the Trustee written notice of any change of address
of any Holder of which it is aware.

     The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such Series or Coupons, deposit with the Paying
Agent a sum sufficient to pay such principal or interest so becoming due, and
(unless such Paying Agent is the Trustee) the Issuer will promptly notify the
Trustee in writing of any failure to take such action.

     If the Issuer shall act as its own Paying Agent with respect to the
Securities of any Series or Coupons, it will, on or before each due date of the
principal of or interest on the Securities of such Series or Coupons, set aside,
segregate and hold in trust for the benefit of the Holders of the Securities of
such Series or Holders of such Coupons a sum sufficient to pay such principal or
interest so becoming due. The Issuer will promptly notify the Trustee in writing
of any failure to take such action.

     Anything in this Section to the contrary notwithstanding, the Issuer may at
any time, for the purpose of obtaining a satisfaction and discharge with respect
to one or more or all Series of Securities or Coupons hereunder, or for any
other reason, pay or cause to be paid to the Trustee all sums held in trust for
any such Series by the Issuer or any Paying Agent hereunder, as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained.

     Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 10.3 and 10.4.

     SECTION 3.5 [Reserved]

     SECTION 3.6 Limitation on Liens. (a) So long as any of the Securities
remain outstanding and unpaid, the Issuer will not create, assume or suffer to
exist and will not cause, suffer or permit any Restricted Subsidiary to create,
assume or suffer to exist, any mortgage, pledge or lien of or upon any Principal
Property or additions thereto or shares of capital stock of any Restricted
Subsidiary, whether owned at the date of this Indenture or thereafter acquired,
without making effective provision, and the Issuer covenants that in any such
case it will make or cause to be made effective provision, whereby the
Securities then Outstanding shall be secured by such mortgage, pledge or lien
equally and ratably with any and all other obligations and indebtedness thereby
secured so long as such indebtedness is so secured; provided that the foregoing
covenant shall not apply to any mortgage, pledge or lien (hereinafter in this
Section 3.6 referred to as "liens") of the following character:

             (i) liens on Principal Property existing at the time of acquisition
     of such Principal Property or to secure the payment of all or any part of
     the purchase price of such Principal Property or any addition thereto or to
     secure any indebtedness incurred at

                                       22

<PAGE>

     the time of, or within 120 days after, the acquisition of such Principal
     Property or any addition thereto for the purpose of financing all or any
     part of the purchase price thereof (provided such liens are limited to such
     Principal Property or additions thereto);

         (ii)   liens existing on the date of this Indenture;

         (iii)  liens on property or shares of capital stock, or arising out of
     any indebtedness of any corporation existing at the time such corporation
     became or was merged into the Issuer or a Restricted Subsidiary;

         (iv)   liens executed by any Restricted Subsidiary and exclusively
     securing indebtedness or evidences of indebtedness incurred or issued by
     such Restricted Subsidiary either to the Issuer or to any Subsidiary;

         (v)    liens arising from assignments of money due and to become due
     under contracts between the Issuer or any Restricted Subsidiary and the
     United States or any State, or any department, agency or political
     subdivision thereof;

         (vi)   liens of carriers, warehousemen, mechanics and materialmen
     incurred in the ordinary course of business for sums not yet due or being
     contested in good faith;

         (vii)  liens arising by reason of any judgment, decree or order of any
     court, so long as any appropriate legal proceedings which may have been
     duly initiated for the review of such judgment, decree or order shall not
     have been finally terminated or so long as the period within which such
     proceedings may be initiated shall not have expired; or pledges or deposits
     to secure payment of workmen's compensation or other insurance, good faith
     deposits in connection with tenders, contracts (other than contracts for
     the payment of money) or leases, deposits to secure public or statutory
     obligations, deposits to secure public or statutory obligations, deposits
     to secure or in lieu of surety or appeal bonds, or deposits as security for
     the payment of taxes;

         (viii) liens in connection with the issuance of tax-exempt industrial
     development or pollution control bonds or other similar bonds issued
     pursuant to Section 103(b) of the Internal Revenue Code of 1986, as
     amended, or as hereafter amended, to finance all or any part of the
     purchase price of or the cost of constructing, equipping or improving
     property; provided that such liens shall be limited to such property
     acquired (including personal property) or constructed or such improvement
     and to thereto substantially unimproved real property on which such
     construction or improvement is located; and provided, further that the
     Issuer and Restricted Subsidiaries may further secure all or any part of
     such purchase price or the cost of construction of such improvements and
     personal property by an interest in additional property of the Issuer and
     Restricted Subsidiaries only to the extent necessary for the construction,
     maintenance and operation of, and access to, such property so acquired or
     constructed or such improvement;

         (ix)   liens in favor of any customer arising in respect of partial,
     progress, advance or other payments made by or on behalf of such customer
     for goods produced for or services rendered to such customer in the
     ordinary course of business not exceeding the amount of such payments;

                                       23

<PAGE>

           (x)  extensions, renewals or replacements, in whole or in part, of
     any lien referred to in the foregoing clauses (i) to (ix), inclusive,
     provided that the principal amount of indebtedness secured thereby shall
     not exceed the principal amount of indebtedness so secured at the time of
     such extension, renewal or replacement and that such extension, renewal or
     replacement shall be limited to all or any part of the same property that
     secured the lien extended, renewed or replaced (plus improvements on such
     property); and

           (xi) liens for taxes or assessments or governmental charges or levies
     not yet due or delinquent, or which can thereafter be paid without
     penalty, or which are being contested in good faith by appropriate
     proceedings; landlord's liens on property held under lease, and
     tenants' rights under leases; easements; and any other liens of a
     nature similar to those hereinabove described in this clause (xi) which
     do not, in the opinion of the Issuer, materially impair the use of such
     property in the operation of the business of the Issuer or a Restricted
     Subsidiary or the value of such property for the purposes of such
     business.

     (b)   Notwithstanding the provisions of paragraph (a) of this Section 3.6,
the Issuer or any Restricted Subsidiary may create or assume liens; provided
that at the time of such creation or assumption, and after giving effect
thereto, Exempted Indebtedness does not exceed 10 percent of Consolidated Net
Tangible Assets at such time.

     SECTION 3.7 Limitation on Sale and Lease-Back Transactions. (a) The Issuer
will not, nor will it permit any Restricted Subsidiary to, enter into any
arrangement providing for the leasing by the Issuer or any Restricted Subsidiary
of any Principal Property (except for temporary leases for a term, including any
renewal thereof, of not more than three years and except for leases between the
Issuer and a Subsidiary or between Subsidiaries), which Principal Property has
been or is to be sold or transferred by the Issuer or such Restricted Subsidiary
(herein referred to as a "Sale and Lease-Back Transaction") unless the net
proceeds of such sale are at least equal to the fair value (as determined by the
Board of Directors) of such property.

     (b)   Notwithstanding the provisions of paragraph (a) of this Section 3.7,
the Issuer or any Restricted Subsidiary may enter into Sale and Lease-Back
Transactions, provided that at the time of such entering into, and after giving
effect thereto, Exempted Indebtedness does not exceed 10 percent of Consolidated
Net Tangible Assets at such time.

     SECTION 3.8 Additional Amounts. If the Securities of a Series provide for
the payment of additional amounts, the Issuer 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 or premium, if any, of 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.

                                       24

<PAGE>

     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 is
made), and at least 10 days prior to each date of payment of principal, premium,
if any, or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officer's Certificate, the Issuer will furnish the
Trustee and the Issuer's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officer's Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of or interest
on the Securities of that Series shall be made to 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 any such withholding shall be required,
then such Officer's 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 Issuer will pay to the Trustee or such Paying Agent the
additional amounts required by this Section. The Issuer 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 Officer's Certificate furnished pursuant to this
Section.

                                  ARTICLE FOUR

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

     SECTION 4.1 Issuer to Furnish Trustee Information as to Names and Addresses
of Securityholders. The Issuer covenants and agrees that it will furnish or
cause to be furnished to the Trustee a list in such form as the Trustee may
reasonably require of the names and addresses of the Holders of the Registered
Securities of each Series:

           (a)   semiannually and not more than 10 days after each record date
     for the payment of interest on such Securities, as hereinabove specified,
     as of such record date and on dates to be determined pursuant to Section
     2.3 for non-interest bearing securities in each year, and

           (b)   at such other times as the Trustee may request in writing,
     within 30 days after receipt by the Issuer of any such request as of a date
     not more than 15 days prior to the time such information is furnished,

provided that if and so long as the Trustee shall be the Security registrar for
such Series, such list shall not be required to be furnished but in any event
the Issuer shall be required to furnish such information concerning the Holders
of Unregistered Securities which is known to it; provided, further, that the
Issuer shall have no obligation to investigate any matter relating to any Holder
of an Unregistered Security or any Holder of a Coupon.

     SECTION 4.2 Preservation and Disclosure of Securityholders' Lists. (a) The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the Holders of each Series of
Securities contained in the most recent list

                                       25

<PAGE>

furnished to it as provided in Section 4.1 or maintained by the Trustee in its
capacity as Security registrar for such Series, if so acting. The Trustee may
destroy any list furnished to it as provided in Section 4.1 upon receipt of a
new list so furnished.

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

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

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

     If the Trustee shall elect not to afford to such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Securityholder of such Series or all Securities, as the case may
be, whose name and address appear in the information preserved at the time by
the Trustee in accordance with the provisions of subsection (a) of this Section,
a copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission together with
a copy of the material to be mailed, a written statement to the effect that, in
the opinion of the Trustee, such mailing would be contrary to the best interests
of the Holders of Securities of such Series or all Securities, as the case may
be, or could be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the entry
of such order sustaining one or more of such objections, the Commission shall
find, after notice and opportunity for hearing, that all the objections so
sustained have been met, and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Securityholders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

     (c)  Each and every Holder of Securities, by receiving and holding the
same, agrees with the Issuer and the Trustee that neither the Issuer nor the
Trustee nor any agent of the Issuer

                                       26

<PAGE>

or the Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Securities in
accordance with the provisions of subsection (b) of this Section, regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under such subsection (b).

     SECTION 4.3 Reports by the Issuer. The Issuer covenants:

          (a)   to file with the Trustee, within 15 days after the Issuer is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents, and other reports (or copies of such
     portions of any of the foregoing as the Commissioner may from time to time
     by rules and regulations prescribe) which the Issuer may be required to
     file with the Commission pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934, and if the Issuer is not required to file
     information, documents, or reports pursuant to either of such Sections,
     then to file with the Trustee and the Commission, in accordance with rules
     and regulations prescribed from time to time by the Commission, such of the
     supplementary and periodic information, documents, and reports which may be
     required pursuant to Section 13 of the Securities Exchange Act of 1934, or
     in respect of a security listed and registered on a national securities
     exchange as may be prescribed from time to time in such rules and
     regulations;

          (b)   to 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 Issuer with the conditions and covenants provided for in this
     Indenture as may be required from time to time by such rules and
     regulations; and

          (c)   to transmit by mail to the Holders of Securities in the manner
     and to the extent required by Sections 4.4(c) and 11.4, within 30 days
     after the filing thereof with the Trustee, such summaries of any
     information, documents, and reports required to be filed by the Issuer
     pursuant to subsection (a) and (b) of this Section as may be required to be
     transmitted to such Holders by rules and regulations prescribed from time
     to time by the Commission; and

          (d)   to furnish to the Trustee, not less often than annually,
     commencing on ____________, 2004 a brief certificate from the principal
     executive officer, principal financial officer or principal accounting
     officer of the Issuer as to his or her knowledge of the Issuer's compliance
     with all conditions and covenants under this Indenture. For purposes of
     this paragraph, such compliance shall be determined without regard to any
     period of grace or requirement of notice provided under this Indenture.

          Delivery of such reports, information and documents to the Trustee is
     for informational purposes only and the Trustee's receipt of such shall not
     constitute constructive notice of any information contained therein or
     determinable from information contained therein, including the Issuer's
     compliance with any of its covenants hereunder (as to which the Trustee is
     entitled to rely exclusively on Officer's Certificates).

                                       27

<PAGE>

     SECTION 4.4 Reports by the Trustee. (a) The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. If required by Section 313(a) of the Trust
Indenture Act, the Trustee shall, within sixty days after each May 1 following
the date of the initial issuance of Securities under this Indenture deliver to
Holders a brief report, dated as of such May 1, which complies with the
provisions of such Section 313(a).

     (b)  A copy of each such report shall, at the time of such transmission to
Securityholders, be furnished to the Issuer and be filed by the Trustee with
each stock exchange upon which the Securities of any applicable Series are
listed and also with the Commission. The Issuer agrees to promptly notify the
Trustee with respect to any Series when and as the Securities of such Series
become admitted to trading on any national securities exchange and of any
delisting therefrom.

                                  ARTICLE FIVE

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

     SECTION 5.1 Event of Default Defined; Acceleration of Maturity; Waiver of
Default. "Event of Default" with respect to Securities of any Series whatever
used herein means each one of the following events which shall have occurred and
be continuing (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

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

          (b)   default in the payment of all or any part of the principal on
     any of the Securities of such Series as and when the same shall become due
     and payable either at maturity, upon redemption, by declaration or
     otherwise; or

          (c)   default in the payment of any sinking fund installment as and
     when the same shall become due and payable by the terms of the Securities
     of such Series; or

          (d)   default in the performance, or breach, of any covenant or
     warranty of the Issuer in respect of the Securities of such Series (other
     than a covenant or warranty in respect of the Securities of such Series a
     default in whose performance or whose breach is elsewhere in this Section
     specifically dealt with), and continuance of such default or breach for a
     period of 90 days after notice thereof has been received by the Issuer from
     the Trustee or the Holders of at least 25% in principal amount of the
     Outstanding Securities of such Series affected thereby, a written notice
     specifying such default or breach and requiring it to be remedied and
     stating that such notice is a "Notice of Default" hereunder; or

                                       28

<PAGE>

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

          (f)   the Issuer shall commence a voluntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect, or
     consent to the entry of an order for relief in an involuntary case under
     any such law, or consent to the appointment of or taking possession by a
     receiver, liquidator, assignee, custodian, trustee or sequestrator (or
     similar official) of the Issuer or for any substantial part of its
     property, or make any general assignment for the benefit of creditors; or

          (g)   any other Event of Default provided in the supplemental
     indenture or Board Resolution under which such Series of Securities is
     issued or in the form of Security for such Series.

If an Event of Default described in clauses (a), (b), (c), (d) or (g) above (if
the Event of Default under clause (d) or (g) is with respect to less than all
Series of Securities then Outstanding) occurs and is continuing, then, and in
each and every such case, unless the principal of all of the Securities of such
Series shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Securities of
such Series then Outstanding hereunder (each such Series treated as a separate
class), by notice in writing to the Issuer (and to the Trustee if given by the
Securityholders), may declare the entire principal (or, if the Securities of
that Series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that Series) of all
Securities of such Series and the interest accrued thereon to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. If an Event of Default described in clause (d) or (g) (if the Event
of Default under clause (d) or (g) is with respect to all Series of Securities
then Outstanding), shall have occurred and be continuing, then and in each and
every such case, unless the principal of all the Securities shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of all the Securities then Outstanding hereunder
(treated as one class), by notice in writing to the Issuer (and to the Trustee
if given by Securityholders), may declare the entire principal of all the
Securities then Outstanding and interest accrued thereon to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. If an event of default described in clause (e) or (f) shall have
occurred, the principal of all the Securities then Outstanding hereunder,
together with interest accrued thereon, shall become due and payable immediately
without any declaration or other act by the Trustee or any Holder.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any Series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as

                                       29

<PAGE>

hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of such Series (or of all the Securities, as the case may be) and the
principal of any and all Securities of such Series (or of all the Securities, as
the case may be) which shall have become due otherwise than by acceleration
(with interest upon such principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest, at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
Series (or at the respective rates of interest or Yields to Maturity of all the
Securities, as the case may be) to the date of such payment or deposit), and
such amount as shall be sufficient to cover compensation to the Trustee, its
agents, attorneys and counsel, and all other fees and expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of negligence
or bad faith, and if any and all Events of Default under the Indenture, other
than the nonpayment of the principal of Securities which shall have become due
by acceleration, shall have been cured, waived or otherwise remedied as provided
herein - then and in every such case the Holders of a majority in aggregate
principal amount of all the Securities of such Series, each Series treated as a
separate class (or of all the Securities, as the case may be, treated as a
single class) then outstanding, by written notice to the Issuer and to the
Trustee, may waive all defaults with respect to such Series (or with respect to
all the Securities, as the case may be) and rescind and annul such declaration
and its consequences, but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

     For all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount Securities shall have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

     SECTION 5.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt.
The Issuer covenants that (a) in case default shall be made in the payment of
any installment of interest on any of the Securities of any Series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
Series when the same shall have become due and payable, whether upon maturity of
the Securities of such Series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such Series and the Holders
of any Coupons appertaining thereto the whole amount that then shall have become
due and payable on all Securities of such Series or such Coupons for principal
of or interest, as the case may be (with interest to the date of such payment
upon the overdue principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest at the
same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of such Series); and in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection,

                                       30

<PAGE>

including compensation to the Trustee and each predecessor Trustee, their
respective agents, attorneys and counsel, and any fees and expenses and
liabilities incurred, and all advances made, by the Trustee and each predecessor
Trustee except as a result of its negligence or bad faith.

     Until such demand is made by the Trustee, the Issuer may pay the principal
of and interest on the Securities of any Series to the persons entitled thereto,
whether or not the principal of and interest on the Securities of such Series
are overdue.

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

     In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities under Title 11 of the United States Code or
any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or its
respective property, or in case of any other comparable judicial proceedings
relative to the Issuer or other obligor under the Securities of any Series, or
to the creditors or property of the Issuer or such other obligor, the Trustee,
irrespective of whether the principal of any Securities 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 pursuant to the provisions of
this Section, shall be entitled and empowered, by intervention in such
proceedings or otherwise:

          (a)   to file and prove a claim or claims for the whole amount of
     principal and interest owing and unpaid in respect of the Securities of any
     Series, and to file such other papers or documents as may be necessary or
     advisable in order to have the claims of the Trustee (including any claim
     for compensation to the Trustee and each predecessor Trustee,
     and their respective agents, attorneys and counsel, and for reimbursement
     of all fees and expenses and liabilities incurred, and all advances made,
     by the Trustee and each predecessor Trustee, except as a result of
     negligence or bad faith) and of the Securityholders and the Holders of any
     Coupons appertaining thereto allowed in any judicial proceedings relative
     to the Issuer or other obligor upon all Securities of any Series, or to the
     creditors or property of the Issuer or such other obligor,

          (b)   unless prohibited by applicable law and regulations, to vote on
     behalf of the holders of the Securities of any Series in any election of a
     trustee or a standby trustee in arrangement, reorganization, liquidation or
     other bankruptcy or insolvency proceedings or person performing similar
     functions in comparable proceedings, and

          (c)   to collect and receive any moneys or other property payable or
     deliverable on any such claims, and to distribute all amounts received with
     respect to the claims of

                                       31

<PAGE>

     the Securityholders and of the Trustee on their behalf; and any trustee,
     receiver, or liquidator, custodian or other similar official is hereby
     authorized by each of the Holders to make payments to the Trustee, and, in
     the event that the Trustee shall consent to the making of payments directly
     to the Securityholders, to pay to the Trustee such amounts as shall be
     sufficient to cover compensation to the Trustee, each predecessor Trustee
     and their respective agents, attorneys and counsel, and all other fees and
     expenses and liabilities incurred, and all advances made, by the Trustee
     and each predecessor Trustee except as a result of negligence or bad faith
     and all other amounts due to the Trustee or any predecessor Trustee
     pursuant to Section 6.6.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any Series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities, may be enforced by the Trustee without the possession of
any of the Securities or the production thereof at any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment, subject to the payment of the fees, expenses,
disbursements and compensation of the Trustee, each predecessor Trustee and
their respective agents and attorneys, shall be for the ratable benefit of the
Holders of the Securities and Holders of any Coupons in respect of which such
action was taken.

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities and Coupons appertaining thereto in respect to which
such action was taken, and its shall not be necessary to make any Holders of
such Securities and Coupons appertaining thereto parties to any such
proceedings.

     SECTION 5.3 Application of Proceeds. Any moneys collected by the Trustee
pursuant to this Article in respect of the Securities of any Series shall be
applied in the following order at the date or dates fixed by the Trustee and, in
case of the distribution of such moneys on account of principal or interest,
upon presentation of the several Securities and any Coupons appertaining thereto
in respect of which moneys have been collected and stamping (or otherwise
noting) thereon the payment, or issuing Securities of such Series in reduced
principal amounts in exchange for the presented Securities of like Series if
only partially paid, or upon surrender thereof if fully paid:

     FIRST: To the payment of costs and expenses applicable to such Series in
respect of which moneys have been collected, including compensation to the
Trustee and each predecessor Trustee and their respective agents and attorneys
and of all fees and expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor Trustee except as a result of negligence or bad
faith, and all other amounts due to the Trustee or any predecessor Trustee
pursuant to Section 6.6;

                                       32

<PAGE>

     SECOND: In case the principal of the Securities of such Series in respect
of which moneys have been collected shall not have become and be then due and
payable, to the payment of interest on the Securities of such Series in default
in the order of the maturity of the installments of such interest, with interest
(to the extent that such interest has been collected by the Trustee) upon the
overdue installments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in such Securities, such payments to be made ratably to the persons entitled
thereto, without discrimination or preference;

     THIRD: In case the principal of the Securities of such Series in respect of
which moneys have been collected shall have become and shall be then due and
payable, to the payment of the whole amount then owing and unpaid upon all the
Securities of such Series for principal and interest, with interest upon the
overdue principal, and (to the extent that payment of such interest is
permissible by law and that such interest has been collected by the Trustee)
upon overdue installments of interest at the same rate as the rate of interest
or Yield to Maturity (in the case of Original Issue Discount Securities)
specified in the Securities of such Series; and in case such moneys shall be
insufficient to pay in full the whole amount so due and unpaid upon the
Securities of such Series, then to the payment of such principal and interest or
yield to maturity, without preference or priority of principal over interest or
yield to maturity or of interest or yield to maturity over principal, or of any
installment of interest over any other installment of interest, or of any
Security of such Series over any other Security of such Series, ratably to the
aggregate of such principal and accrued and unpaid interest; and

     FOURTH: To the payment of the remainder, if any, to the Issuer or any other
person lawfully entitled thereto.

     SECTION 5.4 Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

     SECTION 5.5 Restoration of Rights on Abandonment of Proceedings. In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then and in every such case
the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

     SECTION 5.6 Limitations on Suits by Securityholders. No Holder of any
Security of any Series or Holder of any Coupon shall have any right by virtue or
by availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy
hereunder, unless

                                       33

<PAGE>

such Holder previously shall have given to the Trustee written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of not less than 25% in aggregate principal amount of the Securities of
such Series then Outstanding shall have made written request upon the Trustee to
institute such action or proceedings in its own name as trustee hereunder and
shall have offered to the Trustee such indemnity satisfactory to the Trustee, as
it may require against the costs, expenses and liabilities to be incurred
therein or thereby and the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity shall have failed to institute any such action or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 5.9; it being understood and
intended, and being expressly covenanted by the taker and Holder of every
Security and by a Holder of each Coupon appertaining thereto with every other
taker and Holder of a Security or Holder of any Coupon appertaining thereto and
the Trustee, that no one or more Holders of Securities of any Series or one or
more Holders of any Coupons appertaining thereto shall have any right in any
manner whatever, by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any other such Holder of Securities
or any other Holders of such Coupons, or to obtain or seek to obtain priority
over or preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities of the applicable Series and all the
Holders of Coupons appertaining thereto (it being understood that the Trustee
does not have an affirmative duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders). For the protection and
enforcement of the provisions of this Section, each and every Securityholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

     SECTION 5.7 Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any provision in this Indenture and any provision of any
Security or Coupon, the right of any Holder of any Security and the right of any
Holder of any Coupon appertaining thereto to receive payment of the principal of
and interest on such Security on or after the respective due dates expressed in
such Security, or to institute suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

     SECTION 5.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default. Except as provided in Section 5.6, no right or remedy herein conferred
upon or reserved to the Trustee or to the Securityholders 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.

     No delay or omission of the Trustee or of any Securityholder to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 5.6, every power and remedy given by this Indenture or by law to the
Trustee, to the Securityholders or to the Holder of any Coupon appertaining
thereto may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee, the Securityholders or Holders of any Coupon.

                                       34

<PAGE>

     SECTION 5.9 Control by Securityholders. The Holders of a majority in
aggregate principal amount of the Securities of each Series affected (with each
Series treated as a separate class) at the time Outstanding 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 by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee, being advised by counsel, shall determine
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith by its board of directors, the executive committee, or a
trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability or if the Trustee in good faith shall so determine that
the actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all Series
or of the Holders of any Coupons appertaining thereto so affected not joining in
the giving of said direction, it being understood that (subject to Section 6.1)
the Trustee shall have no duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders.

     Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

     SECTION 5.10 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Securities of any Series as provided in
Section 5.1, in the case of any event specified in clause (d) or (g) of Section
5.1 (which relates to less than all Series of Securities then Outstanding), the
Holders of a majority in aggregate principal amount of the Securities then
Outstanding affected thereby (each Series treated as a separate class) may waive
any such default or Event of Default, or, in the case of an event specified in
clause (d), (g) (if the Event of Default under clause (d) or (g) relates to all
Series of Securities then Outstanding), (e) or (f) of Section 5.1, the Holders
of a majority in principal amount of all the Securities then Outstanding
(treated as one class) may waive any such default or Event of Default and its
consequences except a default in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of the Holder of each Security
affected. In the case of any such waiver, the Issuer, the Trustee, the Holders
of the Securities of such Series and the Holder of any Coupon appertaining
thereto shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

     Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

     SECTION 5.11 Trustee to Give Notice of Default, But May Withhold in Certain
Circumstances. The Trustee shall transmit to the Securityholders of any Series
notice in the manner and to the extent provided in Section 11.4, of all defaults
known to it which have

                                       35

<PAGE>

occurred with respect to such Series, such notice to be transmitted within 90
days after the occurrence thereof, unless such defaults shall have been cured
before the giving of such notice (the term "default" or "defaults" for the
purposes of this Section being hereby defined to mean any event or condition
which is, or with notice or lapse of time or both would become, an Event of
Default); provided that, except in the case of default in the payment of the
principal of or interest on any of the Securities of such Series or any default
in the payment of any sinking fund installment or analogous obligation in
respect of any of 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 or trustees or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders of such
Series.

     SECTION 5.12 Right of Court to Require Filing of Undertaking to Pay Costs.
All parties to this Indenture agree, and each Holder of any Security and each
Holder of any 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 and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Securityholder or group
of Securityholders of any Series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such Series, or, in the case of
any suit relating to or arising under clause (d) or (g) of Section 5.1 (if the
suit relates to Securities of more than one but less than all Series), 10% in
aggregate principal amount of Securities Outstanding affected thereby, or in the
case of any suit relating to or arising under clause (d), (g) (if the suit under
clause (d) or (g) relates to all the Securities then Outstanding), (e) or (f) of
Section 5.1, 10% in aggregate principal amount of all Securities Outstanding, or
to any suit instituted by any Securityholder for the enforcement of the payment
of the principal of or interest on any Security on or after the due date
expressed in such Security.

                                   ARTICLE SIX

                             CONCERNING THE TRUSTEE

     SECTION 6.1 Duties and Responsibilities of the Trustee; Prior to Default;
During Default. With respect to the Holders of any Series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular Series and after the curing or waiving
of all Events of Default which may have occurred with respect to such Series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a Series has occurred (which has not been cured or waived) of
which a Responsible Officer has actual knowledge, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.

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

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

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

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

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

     (c)  the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders pursuant to Section 5.9 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

     SECTION 6.2 Certain Rights of the Trustee. Subject to Section 6.1:

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

          (b)  any request, direction, order or demand of the Issuer mentioned
     herein shall be sufficiently evidenced by an Officer's Certificate (unless
     other evidence in

                                       37

<PAGE>

     respect thereof be herein specifically prescribed); and any resolution of
     the Board of Directors may be evidenced to the Trustee by a copy thereof
     certified by the secretary or any assistant secretary of the Issuer;

          (c)  the Trustee may consult with counsel of its selection and any
     advice or Opinion of Counsel shall be full and complete authorization and
     protection in respect of any action taken, suffered or omitted to be taken
     by it hereunder in good faith and in accordance with such advice or Opinion
     of Counsel;

          (d)  the Trustee shall be under no obligation to exercise any of the
     trusts or powers vested in it by this Indenture at the request, order or
     direction of any of the Securityholders pursuant to the provisions of this
     Indenture, unless such Securityholders shall have offered to the Trustee
     reasonable security or indemnity satisfactory to the Trustee against the
     costs, expenses and liabilities which might be incurred therein or thereby;

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

          (f)  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 not regularly in its employ and the Trustee shall not be
     responsible for any misconduct or negligence on the part of any such agent
     or attorney appointed with due care by it hereunder;

          (g)  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, conclusively rely upon an Officer's Certificate;

          (h)  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, other evidence of indebtedness 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 to examine the books, records and premises of the Issuer,
     personally or by agent or attorney at the sole cost of the Issuer and shall
     incur no liability or additional liability of any kind by reason of such
     inquiry or investigation;

          (i)  in no event shall the Trustee be responsible or liable for
     special, indirect, or consequential loss or damage of any kind whatsoever
     (including, but not limited to, loss of profit) irrespective of whether the
     Trustee has been advised of the likelihood of such loss or damage and
     regardless of the form of action;

          (j)  the Trustee shall not be deemed to have notice of any Default or
     Event of Default unless a Responsible Officer of the Trust has actual
     knowledge thereof or unless

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<PAGE>

     written notice of any event which is in fact such a default is received by
     the Trustee at the Corporate Trust Office of the Trustee, and such notice
     references the Securities and this Indenture; and

          (k)  the rights, privileges, protections, immunities and benefits
     given to the Trustee, including, without limitation, its right to be
     indemnified, are extended to, and shall be enforceable by, the Trustee in
     each of its capacities hereunder, and each agent, custodian and other
     Person employed to act hereunder.

     SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of Securities
or Application of Proceeds Thereof. The recitals contained herein and in the
Securities, except the Trustee's certificate of authentication, shall be taken
as the statements of the Issuer, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Issuer of any of the
Securities or of the proceeds thereof.

     SECTION 6.4 Trustee and Agents May Hold Securities; Collections, etc. The
Trustee, any Paying Agent, Security registrar, or any agent of the Issuer or the
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons with the same rights it would have if it were
not the Trustee or such agent and, subject to Sections 6.8 and 6.13, if
operative, may otherwise deal with the Issuer and receive, collect, hold and
retain collections from the Issuer with the same rights it would have if it were
not the Trustee or such agent.

     SECTION 6.5 Moneys Held by Trustee. Subject to the provisions of Section
10.4 hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or
the Trustee shall be under any liability for interest on any moneys received by
it hereunder.

     SECTION 6.6 Compensation and Indemnification of Trustee and Its Prior
Claim. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as the Company and the
Trustee shall from time to time agree in writing for all services rendered by it
hereunder (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) and the Issuer covenants and
agrees to pay or reimburse the Trustee and each predecessor Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by or on behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and properly documented out of pocket
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. The Issuer also covenants to
indemnify the Trustee and each predecessor Trustee for, and to hold it harmless
against, any and all loss, liability, damage, claim or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder, including the reasonable costs and expenses (including the
reasonable compensation and properly documented out of pocket expenses and
disbursements of its agents and counsel) of defending itself against or
investigating any claim of liability in the premises

                                       39

<PAGE>

(whether asserted by the Issuer, any Holder or any other Person). The
obligations of the Issuer under this Section to compensate and indemnify the
Trustee and each predecessor Trustee and to pay or reimburse the Trustee and
each predecessor Trustee for reasonable and properly documented out of pocket
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this Indenture.
Such additional indebtedness shall be a senior claim to that of the Securities
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the benefit of the Holders of particular Securities or
the Holders of particular Coupons, and the Securities are hereby subordinated to
such senior claim. When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1 or in connection
with Article Five hereof, the expenses (including the reasonable fees and
expenses of its counsel) and the compensation for the service in connection
therewith are intended to constitute expenses of administration under any
bankruptcy law.

     SECTION 6.7 Right of Trustee to Rely on Officer's Certificate, etc. Subject
to Sections 6.1 and 6.2, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officer's Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it or under
the provisions of this Indenture upon the faith thereof.

     SECTION 6.8 Disqualification of Trustee; Conflicting Interests. If the
Trustee has or shall acquire any conflicting interest, as defined in the Trust
Indenture Act, then, within 90 days after ascertaining that it has such
conflicting interest, and if the default (as defined in the Trust Indenture Act)
to which such conflicting interest relates has not been cured or waived or
otherwise eliminated before the end of such 90-day period, the Trustee shall
either eliminate such conflicting interest or resign in the manner and with the
effect specified in the Trust Indenture Act and this Indenture.

     SECTION 6.9 Persons Eligible for Appointment as Trustee. The Trustee for
each Series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having a combined capital and surplus
of at least $50,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal,
State or District of Columbia authority. Such corporation shall have its
principal place of business in the United States of America, if there be such a
corporation in such location willing to act upon reasonable and customary terms
and conditions. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.10.

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<PAGE>

       SECTION 6.10 Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to one or more or all Series of Securities by giving written
notice of resignation to the Issuer and by mailing notice thereof to the Holders
in the manner and to the extent provided in Section 11.4. Upon receiving such
notice of resignation, the Issuer shall promptly appoint a successor trustee or
trustees with respect to the applicable Series by written instrument in
duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any Series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable Series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

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

            (i)    the Trustee shall fail to comply with the provisions of
       Section 6.8 with respect to any Series of Securities after written
       request therefor by the Issuer or by any Securityholder who has been a
       bona fide Holder of a Security or Securities of such Series for at least
       six months; or

            (ii)   the Trustee shall cease to be eligible in accordance with the
       provisions of Section 6.9 and shall fail to resign after written request
       therefor by the Issuer or by any Securityholder; or

            (iii)  the Trustee shall become incapable of acting with respect to
       any Series of the Securities, or shall be adjudged a bankrupt or
       insolvent, or a receiver or liquidator of the Trustee or of its property
       shall be appointed, or any public officer shall take charge or control of
       the Trustee or of its property or affairs for the purpose of
       rehabilitation, conservation or liquidation;

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable Series of Securities and appoint a successor trustee for such Series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 5.12, any Securityholder who has been a bona fide Holder of a Security
or Securities of such Series for at least six months may on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee with
respect to such Series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee. If no successor Trustee shall be appointed with respect to any Series
and have accepted appointment within 30 days after the giving of such notice of
removal, the trustee being removed may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to the
Securities of such series.

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<PAGE>

            (c) The Holders of a majority in aggregate principal amount of the
Securities of each Series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such Series and appoint a successor
trustee with respect to the Securities of such Series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 7.1 of the action in that regard taken by the
Securityholders.

            (d) Any resignation or removal of the Trustee with respect to any
Series and any appointment of a successor trustee with respect to such Series
pursuant to any of the provisions of this Section 6.10 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
6.11.

            SECION 6.11 Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor Trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee with respect to all or any applicable Series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such Series of its predecessor hereunder, with like effect as if
originally named as trustee for such Series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.

            If a successor trustee is appointed with respect to the Securities
of one or more (but not all) Series, the Issuer, the predecessor Trustee and
each successor trustee with respect to the Securities of any applicable Series
shall execute and deliver an indenture supplemental hereto which shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the predecessor Trustee with respect to
the Securities of any Series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and 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 under separate
indentures.

            No successor trustee with respect to any Series of Securities shall
accept appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

            Upon acceptance of appointment by any successor trustee as provided
in this Section 6.11, the Issuer shall give notice in the manner and to the
extent provided in Section 11.4 to the

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<PAGE>

Holders of Securities of any Series for which such successor trustee is acting
as trustee at their last addresses as they shall appear in the Security
register. If the acceptance of appointment is substantially contemporaneous with
the resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 6.10. If the Issuer fails to mail
such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Issuer.

       SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business
of Trustee. 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 the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided that
such corporation shall be qualified under the provisions of Section 6.8 and
eligible under the provisions of Section 6.9, without the execution or filing of
any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

       In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any Series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any Series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
Trustee hereunder or in the name of the successor Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the
Securities of such Series or in this Indenture provided that the certificate of
the Trustee shall have; provided, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities of any
Series in the name of any precedessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation.

       SECTION 6.13 Preferential Collection of Claims Against the Issuer. If and
when the Trustee shall be or become a creditor of the Issuer (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Issuer
(or any such other obligor).

       SECTION 6.14 Appointment of Authenticating Agent. 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 original issue or upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 2.9, 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. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication or any other action in connection
therewith, 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 and
other action taken on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Issuer.

                                       43

<PAGE>

       An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Issuer. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Issuer. Upon receiving such a notice of
resignation or upon such a termination, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Issuer and shall give
notice of such appointment to all Holders of Securities in the manner provided
in Section 11.4. 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 the effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless acceptable to the Issuer.

       The Issuer agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

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

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

                                       BNY Midwest Trust Company,
                                       As Trustee


                                       By:___________________________________
                                               As Authenticating Agent

                                       By:___________________________________
                                                 Authorized Signatory

                                       Dated: ________________________________


                                  ARTICLE SEVEN

                         CONCERNING THE SECURITYHOLDERS

       SECTION 7.1 Evidence of Action Taken by Securityholders. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all Series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.

                                       44

<PAGE>

       (b) The ownership of Registered Securities shall be proved by the
Security register.

       (c) The amount of Unregistered Securities held by any Person executing
any instrument or writing as a Securityholder, the numbers of such Unregistered
Securities, and the date of his holding the same may be proved by the production
of such Securities or by a certificate executed by any trust company, bank,
broker or member of a national securities exchange (wherever situated), as
depositary, if such certificate is in form satisfactory to the Trustee, showing
that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Unregistered Securities therein described;
or such facts may be proved by the certificate or affidavit of the Person
executing such instrument or writing as a Securityholder, if such certificate or
affidavit is in form satisfactory to the Trustee. The Trustee and the Issuer may
assume that such ownership of any Unregistered Security continues until (i)
another certificate or affidavit bearing a later date issued in respect of the
same Unregistered Security is produced, or (ii) such Unregistered Security is
produced by some other person, or (iii) such Unregistered Security is
surrendered in exchange for a Registered Security, or (iv) such Unregistered
Security has been cancelled in accordance with Section 2.10.

       SECTION 7.2 Proof of Execution of Instruments. Subject to Sections 6.1
and 6.2, the execution of any instrument by a Securityholder or his agent or
proxy may be proved in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee.

       SECTION 7.3 Holders to Be Treated as Owners. The Issuer, the Trustee and
any Agent of the Issuer or the Trustee may deem and treat the person in whose
name any Security shall be registered upon the Security register for such Series
as the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and
interest on such Security and for all other purposes; and neither the Issuer nor
the Trustee nor any Agent of the Issuer or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such person, or upon
his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Security.

       SECTION 7.4 Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all Series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in conclusively relying on any such direction,
consent or waiver only Securities which a Responsible Officer of the Trustee
actually knows are so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding 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 Issuer or any
other obligor upon the Securities or any person directly or indirectly
controlling or controlled

                                       45

<PAGE>

by or under direct or indirect common control with the Issuer or any other
obligor on the Securities. In case of a dispute as to such right, the advice of
counsel shall be full protection in respect of any decision made by the Trustee
in accordance with such advice. Upon request of the Trustee, the Issuer shall
furnish to the Trustee promptly an Officer's Certificate listing and identifying
all Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officer's Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

     SECTION 7.5 Right of Revocation of Action Taken. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 7.1, of the
taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all Series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all Series,
as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Issuer, the Trustee and the Holders of
all the Securities affected by such action.

     SECTION 7.6 Record Date for Determination of Holders Entitled to Vote. The
Issuer may, in the circumstances permitted by the Trust Indenture Act, set a
record date for the purpose of determining the Securityholders entitled to give
or take any request, demand, authorization, direction, notice, consent, waiver
or other action, or to vote on any action, authorized or permitted to be given
or taken by Securityholders. If not set by the Issuer prior to the first
solicitation of a Securityholder made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 4.1)
prior to such first solicitation or vote, as the case may be. With regard to any
record date, only the Holders on such date (or their duly appointed proxies)
shall be entitled to give or take, or vote on, the relevant action.

                                 ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

     SECTION 8.1 Supplemental Indentures Without Consent of Securityholders. The
Issuer, when authorized by a Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act of 1939 as in
force at the date of the execution thereof) for one or more of the following
purposes:

                                       46

<PAGE>

          (a)  to convey, transfer, assign, mortgage or pledge to the Trustee as
     security for the Securities of one or more Series any property or assets;

          (b)  to evidence the succession of another corporation to the Issuer,
     or successive successions, and the assumption by the successor corporation
     of the covenants, agreements and obligations of the Issuer pursuant to
     Article Nine;

          (c)  to add to the covenants of the Issuer such further covenants,
     restrictions, conditions or provisions as its Board of Directors and the
     Trustee shall consider to be for the protection of the Holders of
     Securities, and to make the occurrence, or the occurrence and continuance,
     of a default in any such additional covenants, restrictions, conditions or
     provisions an Event of Default permitting the enforcement of all or any of
     the several remedies provided in this Indenture as herein set forth;
     provided, that in respect of any such additional covenant, restriction,
     condition or provision such supplemental indenture may provide for a
     particular period of grace after default (which period may be shorter or
     longer than that allowed in the case of other defaults) or may provide for
     an immediate enforcement upon such an Event of Default or may limit the
     remedies available to the Trustee upon such an Event of Default or may
     limit the right of the Holders of a majority in aggregate principal amount
     of the Securities of such Series to waive such an Event of Default;

          (d)  to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture; or to make such other provisions in regard to
     matters or questions arising under this Indenture or under any supplemental
     indenture as the Board of Directors may deem necessary or desirable and
     which shall not materially and adversely affect the interests of the
     Holders of the Securities or the Holders of any Coupons;

          (e)  to establish the form or terms of Securities of any Series as
     permitted by Sections 2.1 and 2.3; or

          (f)  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 the one trustee, pursuant to the
     requirements of Section 6.11.

     The Trustee is hereby authorized to join with the Issuer in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

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<PAGE>

     Any supplemental indenture authorized by the provisions of this Section may
be executed without the consent of the Holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 8.2.

     SECTION 8.2 Supplemental Indentures With Consent of Securityholders. With
the consent (evidenced as provided in Article Seven) of the Holders of more than
50% of the aggregate principal amount of the Securities at the time Outstanding
of all Series affected by such supplemental indenture (treated as one class),
the Issuer, when authorized by a Board Resolution, and the Trustee may, from
time to time and at any time, enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of 1939
as in force at the date of execution thereof) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities of each such Series; provided, that
no such supplemental indenture shall (a) extend the final maturity of any
Security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof, or reduce the amount of principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 5.1 or the amount provable in bankruptcy
pursuant to Section 5.2, or impair or affect the right of any Securityholder to
institute suit for payment thereof or, if the Securities provide therefor, any
right of repayment at the option of the Securityholder without the consent of
the Holder of each Security so affected, or (b) reduce the aforesaid percentage
of Securities of any Series, the consent of the Holders of which is required for
any such supplemental indenture, without the consent of the Holders of each
Security so affected.

     Upon the request of the Issuer, accompanied by a copy of a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid and other documents, if any, required by Section 7.1, the Trustee
shall join with the Issuer in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

     Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Issuer
shall give notice in the manner and to the extent provided in Section 11.4 to
the Holders of Securities of each Series affected thereby at their addresses as
they shall appear on the registry books of the Issuer, setting forth in general
terms the substance of such supplemental indenture. Any failure of the Issuer to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.

     SECTION 8.3 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed

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<PAGE>

to be modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Issuer and the Holders of Securities of each Series and
Holders of Coupons affected thereby shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

     SECTION 8.4 Documents to Be Given to Trustee. The Trustee, subject to the
provisions of Sections 6.1 and 6.2, may receive an Officer's Certificate and an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article Eight complies with the applicable provisions
and is authorized or permitted by of this Indenture.

     SECTION 8.5 Notation on Securities in Respect of Supplemental Indentures.
Securities of any Series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear, upon
the direction of the Issuer, a notation in form satisfactory to the Trustee for
such Series as to any matter provided for by such supplemental indenture or as
to any action taken at any such meeting. If the Issuer or the Trustee shall so
determine, new Securities of any Series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Issuer, authenticated by the Trustee and delivered in exchange for the
Securities of such Series then outstanding.

                                  ARTICLE NINE

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     SECTION 9.1 Issuer May Consolidate, etc., on Certain Terms. The Issuer
covenants that it will not merge or consolidate with any other corporation or
sell or convey all or substantially all of its assets to any Person, unless (i)
either the Issuer shall be the continuing corporation, or the successor
corporation or the Person which acquires by sale or conveyance substantially all
the assets of the Issuer (if other than the Issuer) shall be a corporation
organized under the laws of the United States of America or any State thereof
and shall expressly assume the due and punctual payment of the principal of and
interest on all the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed or observed by the Issuer, by supplemental
indenture satisfactory to the Trustee, executed and delivered to the Trustee by
such corporation, and (ii) the Issuer or such successor corporation, as the case
may be, shall not, immediately after such merger or consolidation, or such sale
or conveyance, be in default in the performance of any such covenant or
condition.

     SECTION 9.2 Successor Corporation Substituted. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Issuer, with the same effect as if it had been named herein.
Such successor corporation may cause to be signed, and may issue either in its
own name or in the name of the Issuer prior to such succession any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Issuer and delivered to the Trustee; and, upon the Issuer Order of such
successor corporation instead of the

                                       49

<PAGE>

Issuer and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers
of the Issuer to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All of the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

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

     In the event of any such sale or conveyance (other than a conveyance by way
of lease) the Issuer or any successor corporation which shall theretofore have
become such in the manner described in this Article shall be discharged from all
obligations and covenants under this Indenture and the Securities and may be
liquidated and dissolved.

SECTION 9.3 Opinion of Counsel to Trustee. The Trustee, subject to the
provisions of Sections 6.1 and 6.2, may receive an Opinion of Counsel, prepared
in accordance with Section 11.5, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.

                                  ARTICLE TEN

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     SECTION 10.1 Satisfaction and Discharge of Indenture. (A) If at any time
(a) the Issuer shall have paid or caused to be paid the principal of and
interest on all the Securities of any Series and Coupons, if any, appertaining
thereto Outstanding hereunder (other than Securities and Coupons which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.9) as and when the same shall have become due and payable, or (b) the
Issuer shall have delivered to the Trustee for cancellation all Securities of
any Series and Coupons theretofore authenticated (other than any Securities of
such Series and Coupons which have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.9) or (c)(i) all the
Securities of such Series and Coupons not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to
be deposited with the Trustee as trust funds the entire amount in cash (other
than moneys repaid by the Trustee or any Paying Agent to the Issuer in
accordance with Section 10.4) or U.S. Government Obligations, as defined below,
maturing as to principal and interest in such amounts and at such times as will
ensure the availability of cash sufficient to pay at maturity or upon redemption
all Securities of such Series and Coupons (other than any Securities of such
Series and Coupons which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.9) not theretofore
delivered

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<PAGE>

to the Trustee for cancellation, including principal and interest due or to
become due to such date of maturity as the case may be, and if, in any such
case, the Issuer shall also pay or cause to be paid all other sums payable
hereunder by the Issuer with respect to Securities of such Series and Coupons,
then this Indenture shall cease to be of further effect with respect to
Securities of such Series and Coupons (except as to (i) rights of registration
of transfer and exchange, and the Issuer's right of optional redemption, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities and
Coupons, (iii) rights of Holders to receive payments of principal thereof and
interest thereon upon the original stated due dates therefor (but not upon
acceleration) and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) the rights, obligations and immunities of the
Trustee hereunder and (v) the rights of the Securityholders of such Series as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them), and the Trustee, on demand of the Issuer
accompanied by an Officer's Certificate and an Opinion of Counsel and at the
cost and expense of the Issuer, shall execute proper instruments acknowledging
such satisfaction of and discharging this Indenture with respect to such Series;
provided, that the rights of Holders of the Securities and Holders of Coupons to
receive amounts in respect of principal of and interest on the Securities and
Coupons held by them shall not be delayed longer than required by
then-applicable mandatory rules or policies of any securities exchange upon
which the Securities are listed. The Issuer agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture, the Securities of
such Series and Coupons.

     (B)  In addition to the provisions of Section 10.1(A), the Issuer may
terminate its obligations under the Securities of any Series and this Indenture
with respect to such Series, except those obligations referred to in the
penultimate paragraph of this Section 10.1, if the Issuer has irrevocably
deposited or caused to be deposited with the Trustee, under the terms of an
irrevocable trust agreement in form and substance satisfactory to the Trustee,
as trust funds in trust solely for the benefit of the Securityholders of such
Series for that purpose, (i) cash or (ii) direct noncallable obligations of, or
noncallable obligations guaranteed by, the United States of America or an agency
thereof for the payment of which guarantee or obligation the full faith and
credit of the United States of America is pledged ("U.S. Government
Obligations"), or a combination thereof, maturing as to principal and interest
in such amounts and at such times as are sufficient, without consideration of
any reinvestment of such principal or interest, to pay the principal of and
interest on the outstanding Securities of such Series and Coupons to maturity or
redemption, as the case may be, provided that the Trustee shall have been
irrevocably instructed to apply such money or the proceeds of such U.S.
Government Obligations to the payment of said principal of and interest on the
Outstanding Securities and Coupons of such Series.

     Such irrevocable trust agreement shall include, among other things,
provision for (1) payment of the principal of and interest on the Securities of
such Series and Coupons when due (by redemption, sinking fund payments or
otherwise), (2) the payment of the expenses of the Trustee incurred or to be
incurred in connection with carrying out such trust provisions, (3) rights of
registration, transfer, substitution and exchange of Securities of such Series
and Coupons in accordance with the terms stated in this Indenture and (4)
continuation of the rights and obligations and immunities of the Trustee as
against the Securityholders of such Series as stated in this Indenture.

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<PAGE>

     Notwithstanding the first paragraph of this Section 10.1(B), the Issuer's
obligations, if any, in Sections 2.8, 2.9, 3.1, 3.2, 5.1, 6.1, 6.2, 6.6, 6.10,
10.4 and 10.5 shall survive until the Securities of such Series and Coupons, if
any, are no longer Outstanding; provided, however, that the Issuer's
obligations, if any, in Section 5.1 shall survive only with respect to Events of
Default as defined in Sections 5.1(a), 5.1(b), and 5.1(c). Thereafter, the
Issuer's obligations, if any, in Sections 6.6, 10.4 and 10.5 shall survive.

     After any such irrevocable deposit, in each case sufficient, in the opinion
of an independent firm or certified public accountants, accompanied by an
Officer's Certificate which shall state that the provisions of the first two
paragraphs of this Section 10.1(B) have been complied with, and upon delivery by
the Issuer to the Trustee of an opinion of independent legal counsel who shall
be satisfactory to the Trustee to the effect that Securityholders of such Series
will not recognize income, gain or loss for Federal income tax purposes as a
result of such deposit and discharge and will be subject to Federal income tax
on the same amount and in the same manner and at the same time as would have
been the case if such deposit and discharge had not occurred, then the Issuer
shall be discharged of its obligations under the Securities of such Series and
this Indenture with respect to such Series except for those surviving
obligations specified above, and the Trustee upon request shall acknowledge in
writing such discharge. Prior to the delivery of such acknowledgment, the
Trustee may require the Issuer to deliver to it an Officer's Certificate and
Opinion of Counsel, each stating that all conditions precedent provided for
herein relating to the deposit and discharge contemplated by this provision have
been complied with, and the Trustee may also require that the Opinion of Counsel
shall also state that such deposit does not violate applicable law.

     SECTION 10.2 Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.4, all moneys deposited with the Trustee
pursuant to Section 10.1 shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent (including the Issuer
acting as its own Paying Agent), to the Holders of the particular Securities of
such Series and any Coupons appertaining thereto for the payment or redemption
of which such moneys have been deposited with the Trustee, of all sums due and
to become due thereon for principal and interest; but such money need not be
segregated from other funds except to the extent required by law.

     SECTION 10.3 Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of
any Series or Coupons, all moneys then held by any Paying Agent under the
provisions of this Indenture with respect to such Series of Securities or
Coupons shall, upon demand of the Issuer, be repaid to the Issuer or paid to the
Trustee and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

     SECTION 10.4 Return of Unclaimed Moneys Held by Trustee and Paying Agent.
Any moneys deposited with or paid to the Trustee or any Paying Agent for the
payment of the principal of or interest on any Security of any Series or Coupons
and not applied but remaining unclaimed for two years after the date upon which
such principal or interest shall have become due and payable, shall, upon the
written request of the Issuer and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Issuer by the Trustee for such Series or such Paying Agent, and
the Holder of the Security

                                       52

<PAGE>

of such Series or Holders of Coupons appertaining thereto shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, thereafter look only to the Issuer for any payment
which such Holder may be entitled to collect, and all liability of the Trustee
or any Paying Agent with respect to such moneys shall thereupon cease.

     SECTION 10.5 Reinstatement of Issuer's Obligations. If the Trustee is
unable to apply any funds or U.S. Government Obligations in accordance with
Section 10.1 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Issuer's obligations under this
Indenture and the Securities of any Series for which such application is
prohibited shall be revived and reinstated as if no deposit had occurred
pursuant to Section 10.1 until such time as the Trustee is permitted to apply
all such funds or U.S. Government Obligations in accordance with Section 10.1;
provided, however, that if the Issuer has made any payment of interest on or
principal of any of such Securities or Coupons because of the reinstatement of
its obligations, the Issuer shall be subrogated to the rights of the
Securityholders of such Securities to receive such payment from the funds or
U.S. Government Obligations held by the Trustee.

                                 ARTICLE ELEVEN

                            MISCELLANEOUS PROVISIONS

     SECTION 11.1 Incorporators, Stockholders, Officers and Directors of Issuer
Exempt from Individual Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, in any Security or Coupon
appertaining thereto, or because of any indebtedness evidenced thereby, shall be
had against any incorporator, as such or against any past, present or future
stockholder, officer or director, as such, of the Issuer or of any successor,
either directly or through the Issuer or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the Holders
thereof and as part of the consideration for the issue of the Securities.

     SECTION 11.2 Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any Person, firm or corporation,
other than the parties hereto, any Paying Agent and their successors hereunder
and the Holders of the Securities and Coupons, if any, any legal or equitable
right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and their successors and of the Holders of the Securities.

     SECTION 11.3 Successors and Assigns of Issuer Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or on behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

     SECTION 11.4 Notices and Demands on Issuer, Trustee and Securityholders.
Any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee, by the Holders of Securities, or
by the Holders of Coupons to or on the

                                       53

<PAGE>

Issuer may be given or served by being deposited postage prepaid, first-class
mail (except as otherwise specifically provided herein) addressed (until another
address of the Issuer is filed by the Issuer with the Trustee) to The Dow
Chemical Company, 2030 Dow Center, Midland, Michigan 48674 Attention: Vice
President and Treasurer, except that any notices required or permitted to be
given under Section 5.1 hereof shall be given or served by registered or
certified mail only. Any notice, direction, request or demand by the Issuer or
any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made at the Corporate
Trust Office.

     Where this Indenture provides for notice to Holders of any event, (1) if
any of the Securities affected by such event are Registered Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed by first-class mail, postage prepaid to such Registered
Holders as their names and addresses appear in the Security register within the
time prescribed and (2) if any of the Securities affected by such event are
Unregistered Securities, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if published once in a newspaper of general
circulation in New York, New York and London, England and in such other city or
cities as may be specified in such Securities within the time prescribed. 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. In any case where notice to Holders 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, and any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given.

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

     SECTION 11.5 Officer's Certificates and Opinions of Counsel; Statements to
Be Contained Therein. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, the
Issuer shall furnish to the Trustee an Officer's Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture (other than certificates provided pursuant to Section 4.3(d))
shall include (a) a statement that the person making such certificate or opinion
has read such covenant or condition, (b) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based, (c) a statement that, in the
opinion of

                                       54

<PAGE>

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

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

     Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

     Any certificate or opinion of any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.

     SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays. If the date
of maturity of interest on or principal or premium, if any, of the Securities of
any Series or Coupons appertaining thereto or the date fixed for redemption or
repayment of any such Security or Coupon shall not be a Business Day, then
payment of interest, principal or premium, if any, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date.

     SECTION 11.7 Conflict of Any Provision of Indenture with Trust Indenture
Act of 1939. If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by any of Sections 310 through 317 of the Trust
Indenture Act, by the operation of Section 318(c) thereof, such imposed duties
shall control, except as, and to the extent, expressly excluded from this
Indenture, as permitted by the Trust Indenture Act. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or excluded, as the case may be.

     SECTION 11.8 New York Law to Govern; Waiver of Jury Trial. This Indenture
and each Security shall be deemed to be a contract under the laws of the State
of New York, and for

                                       55

<PAGE>

all purposes shall be construed in accordance with the laws of such State
without regard to conflicts of laws principles thereof.

     EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES
OR THE TRANSACTION CONTEMPLATED HEREBY.

     SECTION 11.9 Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     SECTION 11.10 Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

     SECTION 11.11 Determination of Principal Amount; Calculation of Original
Issue Discount. In determining whether the Holders of the requisite principal
amount of outstanding Securities of any Series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, the
principal amount of an Original Issue Discount Security that shall be deemed to
be outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.1 and
the principal amount of any Securities denominated in a Foreign Currency or ECU
that shall be deemed to be outstanding for such purposes shall be determined by
converting the Foreign Currency or the Specified Amount of each Component
Currency into Dollars at the Market Exchange Rate as of the date of such
determination.

     The Issuer shall file with the Trustee promptly at the end of each calendar
year (i) a written notice specifying the amount of original issue discount
(including daily rates and accrual periods) accrued on Outstanding Securities as
of the end of such year and (ii) such other specific information relating to
such original issue discount as may then be relevant under the Internal Revenue
Code of 1986, as amended from time to time.

                                 ARTICLE TWELVE

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

     SECTION 12.1 Applicability of Article. The provisions of this Article shall
be applicable to the Securities of any Series which are redeemable before their
maturity or to any sinking fund for the retirement of Securities of a Series
except as otherwise specified as contemplated by Section 2.3 for Securities of
such Series.

     SECTION 12.2 Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any Series to be redeemed as a whole
or in part at the option of the Issuer shall be given by giving notice of such
redemption as provided in Section 11.4, at least 30 days and not more than 60
days prior to the date fixed for redemption to such Holders of Securities of
such Series. Failure to give notice by mail, or any defect in the notice to the
Holder

                                       56

<PAGE>

of any Security of a Series designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other
Security of such Series.

     The notice of redemption to each such Holder shall identify the Securities
to be redeemed (including CUSIP number) and shall specify the date fixed for
redemption, the redemption price (or the method of calculating the redemption
price), the place or places of payment, that payment will be made upon
presentation and surrender of such Securities, and that, unless otherwise
specified in such notice, Coupon Securities, if any, surrendered for payment
must be accompanied by all Coupons maturing subsequent to the redemption date,
failing which the amount of any such missing Coupon or Coupons will be deducted
from the sum due for payment, that such redemption is pursuant to the mandatory
or optional sinking fund, or both, if such be the case, that interest accrued to
the date fixed for redemption will be paid as specified in such notice and that
on and after said date interest thereon or on the portions thereof to be
redeemed will cease to accrue and that, if less than all of the Outstanding
Securities of a Series are to be redeemed, the identification and principal
amount of the Securities to be redeemed. In case any Security of a Series is to
be redeemed in part, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or
Securities of such Series in principal amount equal to the unredeemed portion
thereof will be issued.

     The notice of redemption of Securities of any Series to be redeemed at the
option of the Issuer shall be given by the Issuer or, at the Issuer's written
request, by the Trustee in the name and at the expense of the Issuer.

     On or prior to 10 a.m., New York City time, the redemption date specified
in the notice of redemption given as provided in this Section, the Issuer will
deposit with the Trustee or with one or more paying agents (or, if the Issuer is
acting as its own paying agent, set aside, segregate and hold in trust as
provided in Section 3.4) an amount of money sufficient to redeem on the
redemption date all the Securities of such Series so called for redemption at
the appropriate redemption price, together with accrued interest to the date
fixed for redemption. The Issuer will deliver to the Trustee at least 60 days
prior to the date fixed for redemption an Officer's Certificate stating the
aggregate principal amount of Securities to be redeemed.

     If less than all the Securities of a Series are to be redeemed, the Trustee
shall select, in such manner as it shall deem appropriate and fair, Securities
of such Series to be redeemed in whole or in part. Securities may be redeemed in
part in multiples equal to the minimum authorized denomination for Securities of
such Series or any multiple thereof. The Trustee shall promptly notify the
Issuer in writing of the Securities of such Series selected for redemption and,
in the case of any Securities of such Series 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 of any Series 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 12.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable

                                       57

<PAGE>

redemption price, together with interest accrued to the date fixed for
redemption, and on and after said date (unless the Issuer shall default in the
payment of such Securities at the redemption price, together with interest
accrued to said date) interest on the Securities or portions of Securities so
called for redemption shall cease to accrue and, except as provided in Sections
6.5 and 10.4, such Securities shall cease from and after the date fixed for
redemption to be entitled to any benefit or security under this Indenture, and
the Holders thereof shall have no right in respect of such Securities except the
right to receive the redemption price thereof and unpaid interest to the date
fixed for redemption. On presentation and surrender of such Securities at a
place of payment specified in said notice, said Securities or the specified
portions thereof shall be paid and redeemed by the Issuer at the applicable
redemption price, together with interest accrued thereon to the date fixed for
redemption; provided that any semiannual payment of interest on Registered
Securities becoming due on the date fixed for redemption shall be payable to the
Holders of such Securities registered as such on the relevant record date
subject to the terms and provisions of Section 2.7 hereof.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest borne
by the Security.

     Upon presentation of any Security redeemed in part only and the Coupons
appertaining thereto, the Issuer shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Issuer, a new Security or Securities and the Coupons appertaining
thereto, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

     SECTION 12.4 Exclusion of Certain Securities from Eligibility for Selection
for Redemption. Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in a
written statement signed by an authorized officer of the Issuer and delivered to
the Trustee at least 60 days prior to the last date on which notice of
redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by, either (a) the Issuer or (b) an entity specifically
identified in such written statement directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer.

     SECTION 12.5 Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of Securities of any Series
is herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of Securities of any
Series is herein referred to as an "optional sinking fund payment". The date on
which a sinking fund payment is to be made is herein referred to as the "sinking
fund payment date".

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such Series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such Series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit

                                       58

<PAGE>

for optional sinking fund payments (not previously so credited) made pursuant to
this Section, or (c) receive credit for Securities of such Series (not
previously so credited) redeemed by the Issuer through any optional redemption
provision contained in the terms of such Series. Securities so delivered or
credited shall be received or credited by the Trustee at the sinking fund
redemption price specified in such Securities.

     On or before the sixtieth day next preceding each sinking fund payment date
for any Series, the Issuer will deliver to the Trustee an Officer's Certificate
(a) specifying the portion of the mandatory sinking fund payment to be satisfied
by payment of cash and the portion to be satisfied by credit of Securities of
such Series, (b) stating that none of the Securities of such Series has
theretofore been so credited, (c) stating that no defaults in the payment of
interest or Events of Default with respect to such Series have occurred (which
have not been waived or cured) and are continuing, (d) stating whether or not
the Issuer intends to exercise its right to make an optional sinking fund
payment with respect to such Series and, if so, specifying the amount of such
optional sinking fund payment which the Issuer intends to pay on or before the
next succeeding sinking fund payment date and (e) specifying such sinking fund
payment date. Any Securities of such Series to be credited and required to be
delivered to the Trustee in order for the Issuer to be entitled to credit
therefor as aforesaid which have not theretofore been delivered to the Trustee
shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with
such Officers' Certificate written statement (or reasonably promptly thereafter
if acceptable to the Trustee). Such Officers' Certificate shall be irrevocable
and upon its receipt by the Trustee the Issuer shall become unconditionally
obligated to make all the cash payments or payments therein referred to, if any,
on or before the next succeeding sinking fund payment date. Failure of the
Issuer, on or before any such sixtieth day, to deliver such written statement
and Securities specified in this paragraph, if any, shall not constitute a
default but shall constitute, on and as of such date, the irrevocable election
of the Issuer (i) that the mandatory sinking fund payment for such Series due on
the next succeeding sinking fund payment date shall be paid entirely in cash
without the option to deliver or credit Securities of such Series in respect
thereof and (ii) that the Issuer will make no optional sinking fund payment with
respect to such Series as provided in this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed $50,000
(or a lesser sum if the Issuer shall so request) with respect to the Securities
of any particular Series, such cash shall be applied on the next succeeding
sinking fund payment date to the redemption of Securities of such Series at the
sinking fund redemption price together with accrued interest to the date fixed
for redemption. If such amount shall be $50,000 or less and the Issuer makes no
such request then it shall be carried over until a sum in excess of $50,000 is
available. The Trustee shall select, in the manner provided in Section 12.2, for
redemption on such sinking fund payment date a sufficient principal amount of
Securities of such Series to absorb said cash, as nearly as may be possible, and
shall (if requested in writing by the Issuer) inform the Issuer of the serial
numbers of the Securities of such Series (or portions thereof) so selected.
Securities of any Series which are identified by registration and certificate
number in an Officer's Certificate at least 60 days prior to the sinking fund
payment date as being beneficially owned by, and not pledged or hypothecated by,
the Issuer or an entity directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer shall be excluded from
Securities of such

                                       59

<PAGE>

Series eligible for selection for redemption. The Trustee, in the name and at
the expense of the Issuer (or the Issuer, if it shall so notify the Trustee in
writing) shall cause notice of redemption of the Securities of such Series to be
given in substantially the manner provided in Section 12.2 (and with the effect
provided in Section 12.3) for the redemption of Securities of such Series in
part at the option of the Issuer. The amount of any sinking fund payments not so
applied or allocated to the redemption of Securities of such Series shall be
added to the next cash sinking fund payment for such Series and, together with
such payment, shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys held on the stated maturity date of the
Securities of any particular Series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such Series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of, and
interest on, the Securities of such Series at maturity.

     On or before each sinking fund payment date, the Issuer shall pay to the
Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on such
sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Securities of a
Series with sinking fund moneys or mail or publish any notice of redemption of
Securities for such Series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that, where the mailing or publication 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 Issuer a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such Series at the time when any
such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or 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 5.10 or the default cured on or before the
sixtieth day preceding the sinking fund payment date in any year, such moneys
shall thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section to the redemption of such Securities.

                                       60

<PAGE>

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

                                            THE DOW CHEMICAL COMPANY


                                            By: ________________________________

                                                Name:  _________________________

                                                Title: _________________________




                                            BNY MIDWEST TRUST COMPANY, as
                                            Trustee


                                            By: ________________________________

                                                Name:  _________________________

                                                Title: _________________________

<PAGE>

                                                                     Exhibit A-1

                       [FORM OF CERTIFICATE TO BE GIVEN BY
                   PERSON ENTITLED TO RECEIVE BEARER SECURITY]
                                   CERTIFICATE

                            THE DOW CHEMICAL COMPANY

                   [Description of Securities to be delivered]

     This is to certify that the above-captioned Securities are not being
acquired by or on behalf of a United States Person or by persons who have
purchased such Securities for offer to resell or resale to any U.S. Persons or
any person in the United States or, if a beneficial interest in the Securities
is being acquired by or on behalf of a United States Person, that such person is
a financial institution within the meaning of Section 1.1.65-12(c)(1)(v) of the
United States Treasury regulations which agrees to 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 and which is not purchasing for offer to
resell or resale inside the United States. If the undersigned is a dealer, the
undersigned agrees to obtain a similar certificate from each person entitled to
delivery of any of the above-captioned Securities in bearer form purchased from
it; provided, however, that if the undersigned has actual knowledge that the
information contained in such a certificate is false, the undersigned will not
deliver a Security in temporary or definitive bearer form to the person who
signed such certificate notwithstanding the delivery of such certificate to the
undersigned.

     As used herein, "United States Person" means any citizen or resident of the
United States of America (including the States and the District of Columbia) and
its territories, its possessions and all areas subject to its jurisdiction
("United States"), including any corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof and any estate or trust which is subject to United States
federal income taxation regardless of the source of its income.

     We undertake to advise you in writing if the above statement as to
beneficial ownership is not correct on the date of delivery of the
above-captioned Securities in bearer form as to all of such Securities.

     We understand that this certificate is required in connection with United
States securities and tax laws. We irrevocably authorize you to produce this
certificate or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered by
this certificate.

Dated: __________, 20__
[To be dated on or after
_________, 20__ (the date
determined pursuant to the
Indenture)]

                                       A-1

<PAGE>

                                     [Name of person entitled to
                                     receive Security]

                                     By: _________________________

                                       A-2

<PAGE>

                                                                     Exhibit A-2

                  [FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                 AND CLEARSTREAM IN CONNECTION WITH THE EXCHANGE
                  OF A PORTION OF A TEMPORARY GLOBAL SECURITY]
                                   CERTIFICATE

                            THE DOW CHEMICAL COMPANY

                   [Description of Securities to be delivered]

     This is to certify with respect to $________ principal amount of the above-
captioned Securities (i) that we have received from each of the persons
appearing in our records as persons being entitled to a portion of such
principal amount (our "Qualified Account Holders") a certificate with respect to
such portion substantially in the form attached hereto and (ii) that we are not
submitting herewith for exchange any portion of the temporary global Security
representing the above-captioned Securities excepted in such certificate or
certificates.

     We further certify that as of the date hereof we have not received any
notification from any of our Qualified Account Holders to the effect that the
statements made by such Qualified Account Holders with respect to any portion of
the part of the Global Security submitted herewith for exchange are no longer
true and cannot be relied upon as of the date hereof.

Dated:  ______________, 20__
[To be dated no earlier than
the Exchange Date]

                                     [EUROCLEAR BANK S.A./N.V., as
                                     Operator of the Euroclear System]

                                     [CLEARSTREAM]

                                     By: ______________________________

                                       A-3

<PAGE>

                                                                     Exhibit A-3

                  [FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
          AND CLEARSTREAM TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]
                                   CERTIFICATE

                            THE DOW CHEMICAL COMPANY

                   [Description of Securities to be delivered]

     This is to certify with respect to the Securities listed below or, with
respect to payments on any global security representing Securities, the
principal amount of any global security listed below that we have received from
each of the persons appearing in our records as persons being entitled to
receive payments with respect thereto (our "Qualified Account Holders") a
certificate with respect to such Qualified Account Holders substantially in the
form attached hereto.

     We further certify that as of the date hereof we have not received any
notification from any of our Qualified Account Holders to the effect that the
statements made by such Qualified Account Holders with respect to any Security
or interest in any global security listed above are no longer true and cannot be
relied upon as of the date hereof.

Dated:  ______________, 20__
[To be dated no earlier than the
relevant Interest Payment Date]


                                     [EUROCLEAR BANK S.A./N.V., as
                                     Operator of the Euroclear System]

                                     [CLEARSTREAM]

                                     By: _____________________________

                                       A-4

<PAGE>

                                                                     Exhibit A-4

              [FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS
                 TO OBTAIN INTEREST PRIOR TO ANY EXCHANGE DATE]
                                   CERTIFICATE

                            THE DOW CHEMICAL COMPANY

                           [Description of Securities]

     This is to certify that as of the Interest Payment Date on [Insert Date]
and except as provided in the second paragraph hereof, none of the above-
captioned Securities held by you for our account or any interest in any global
security representing such Securities was beneficially owned by a United States
Person (as defined below) or by persons who have purchased such Securities for
offer to resell or resale to any United States Persons or any person in the
United States or, if any of such Securities held by you for our account were
beneficially owned by a United States Person, such United States Person either
provided an Internal Revenue Service Form W-9 with respect to such interest
payment or certified with respect to such interest payment that it was an exempt
recipient as defined in Section 1.6049-4(c)(1)(ii) of the United States Treasury
regulations.

     This certificate excepts and does not relate to $   principal amount of the
above-captioned Securities or any interest in a global security representing the
Securities appearing in your books as being held for our account as to which we
are not yet able so to certify and as to which we understand that we cannot
receive any payments with respect thereto until we are able so to certify.

     We understand that this certificate is required in connection with United
States tax laws. We irrevocably authorize you to produce this certificate or a
copy hereof to any interested party in any administrative or legal proceedings
or official inquiry with respect to the matters covered by this certificate.

     As used herein, "United States Person" means any citizen or resident of the
United States of America (including the States and the District of Columbia),
its territories and possessions and all areas subject to its jurisdiction
("United States"), including any corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof and any estate or trust which is subject to United States
Federal income taxation regardless of the source of its income.

                                     [Name of person entitled to
                                     receive interest]

                                     By: _________________________

Dated:  ___________, 20__
[To be dated on or after the
15th day before the relevant
Interest Payment Date]

                                       A-5