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                                                                    EXHIBIT 4.12


                            DEVON ENERGY CORPORATION

                                       TO

                              ____________________,

                                   as Trustee

                                    Indenture
                       (For Subordinated Debt Securities)

                        Dated as of _______________, 200_



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                                TABLE OF CONTENTS

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RECITAL OF THE COMPANY...........................................................................................1

ARTICLE I             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION....................................1

         SECTION 1.01               Definitions..................................................................1

         SECTION 1.02               Compliance Certificates and Opinions.........................................9

         SECTION 1.03               Form of Documents Delivered to Trustee......................................10

         SECTION 1.04               Acts of Holders.............................................................11

         SECTION 1.05               Notices, Etc. to Trustee and Company........................................12

         SECTION 1.06               Notice to Holders of Debt Securities; Waiver................................13

         SECTION 1.07               Conflict with Trust Indenture Act...........................................13

         SECTION 1.08               Effect of Headings and Table of Contents....................................13

         SECTION 1.09               Successors and Assigns......................................................13

         SECTION 1.10               Separability Clause.........................................................14

         SECTION 1.11               Benefits of Indenture.......................................................14

         SECTION 1.12               Governing Law...............................................................14

         SECTION 1.13               Legal Holidays..............................................................14

ARTICLE II            DEBT SECURITY FORMS.......................................................................14

         SECTION 2.01               Forms Generally.............................................................14

         SECTION 2.02               Form of Trustee's Certificate of Authentication.............................15

         SECTION 2.03               Debt Securities Issuable in the Form of a Global Security...................15

ARTICLE III           THE DEBT SECURITIES.......................................................................18

         SECTION 3.01               Amount Unlimited; Issuable in Series........................................18

         SECTION 3.02               Denominations...............................................................21

         SECTION 3.03               Execution, Authentication, Delivery and Dating..............................21

         SECTION 3.04               Temporary Debt Securities...................................................23

         SECTION 3.05               Registration, Registration of Transfer and Exchange.........................24

         SECTION 3.06               Mutilated, Destroyed, Lost and Stolen Debt Securities.......................25

         SECTION 3.07               Payment of Interest and Additional Interest; Interest Rights Preserved......26

         SECTION 3.08               Persons Deemed Owners.......................................................27

         SECTION 3.09               Cancellation by Debt Security Registrar.....................................27

         SECTION 3.10               Computation of Interest.....................................................28

         SECTION 3.11               Payment to be in Proper Currency............................................28
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         [SECTION 3.12              Deferrals of Interest Payment Dates.........................................28

         [SECTION 3.13              Right to Set-off............................................................29

         [SECTION 3.14.             Shortening or Extension of Stated Maturity..................................29

         SECTION 3.[15]             CUSIP Numbers...............................................................29

ARTICLE IV            REDEMPTION OF DEBT SECURITIES.............................................................29

         SECTION 4.01               Applicability of Article....................................................29

         SECTION 4.02               Election to Redeem; Notice to Trustee.......................................29

         SECTION 4.03               Selection of Debt Securities to be Redeemed.................................30

         SECTION 4.04               Notice of Redemption........................................................30

         SECTION 4.05               Debt Securities Payable on Redemption Date..................................32

         SECTION 4.06               Debt Securities Redeemed in Part............................................32

ARTICLE V             SINKING FUNDS.............................................................................32

         SECTION 5.01               Applicability of Article....................................................32

         SECTION 5.02               Satisfaction of Sinking Fund Payments with Debt Securities..................33

         SECTION 5.03               Redemption of Debt Securities for Sinking Fund..............................33

ARTICLE VI            COVENANTS.................................................................................34

         SECTION 6.01               Payment of Principal, Premium and Interest..................................34

         SECTION 6.02               Maintenance of Office or Agency.............................................34

         SECTION 6.03               Money for Debt Securities Payments to be Held in Trust......................35

         SECTION 6.04               Corporate Existence.........................................................36

         SECTION 6.05               Annual Officer's Certificate as to Compliance...............................36

         SECTION 6.06               Waiver of Certain Covenants.................................................36

ARTICLE VII           SATISFACTION AND DISCHARGE................................................................37

         SECTION 7.01               Satisfaction and Discharge of Debt Securities...............................37

         SECTION 7.02               Satisfaction and Discharge of Indenture.....................................39

         SECTION 7.03               Application of Trust Money..................................................40

ARTICLE VIII          EVENTS OF DEFAULT; REMEDIES...............................................................41

         SECTION 8.01               Events of Default...........................................................41

         SECTION 8.02               Acceleration of Maturity; Rescission and Annulment..........................42

         SECTION 8.03               Collection of Indebtedness and Suits for Enforcement by Trustee.............44

         SECTION 8.04               Trustee May File Proofs of Claim............................................44
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                                       ii
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         SECTION 8.05               Trustee May Enforce Claims Without Possession of Debt Securities............45

         SECTION 8.06               Application of Money Collected..............................................45

         SECTION 8.07               Limitation on Suits.........................................................45

         SECTION 8.08               Unconditional Right of Holders to Receive Principal, Premium and
                                    Interest[; Direct Action by Holders of Trust Preferred Securities]..........46

         SECTION 8.09               Restoration of Rights and Remedies..........................................46

         SECTION 8.10               Rights and Remedies Cumulative..............................................47

         SECTION 8.11               Delay or Omission Not Waiver................................................47

         SECTION 8.12               Control by Holders of Debt Securities.......................................47

         SECTION 8.13               Waiver of Past Defaults.....................................................47

         SECTION 8.14               Undertaking for Costs.......................................................48

         SECTION 8.15               Waiver of Stay or Extension Laws............................................48

ARTICLE IX            THE TRUSTEE...............................................................................49

         SECTION 9.01               Certain Duties and Responsibilities.........................................49

         SECTION 9.02               Notice of Defaults..........................................................50

         SECTION 9.03               Certain Rights of Trustee...................................................50

         SECTION 9.04               Not Responsible for Recitals or Issuance of Debt Securities.................51

         SECTION 9.05               May Hold Debt Securities....................................................51

         SECTION 9.06               Money Held in Trust.........................................................52

         SECTION 9.07               Compensation and Reimbursement..............................................52

         SECTION 9.08               Disqualification; Conflicting Interests.....................................53

         SECTION 9.09               Corporate Trustee Required; Eligibility.....................................53

         SECTION 9.10               Resignation and Removal; Appointment of Successor...........................54

         SECTION 9.11               Acceptance of Appointment by Successor......................................56

         SECTION 9.12               Merger, Conversion, Consolidation or Succession to Business.................57

         SECTION 9.13               Preferential Collection of Claims Against Company...........................57

         SECTION 9.14               Co-trustees and Separate Trustees...........................................57

         SECTION 9.15               Appointment of Authenticating Agent.........................................58

ARTICLE X             HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.........................................60

         SECTION 10.01              Lists of Holders............................................................60
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         SECTION 10.02              Reports by Trustee and Company..............................................61

ARTICLE XI            CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER.......................................61

         SECTION 11.01              Company May Consolidate, Etc., Only on Certain Terms........................61

         SECTION 11.02              Successor Corporation Substituted...........................................62

ARTICLE XII           SUPPLEMENTAL INDENTURES...................................................................62

         SECTION 12.01              Supplemental Indentures Without Consent of Holders..........................62

         SECTION 12.02              Supplemental Indentures With Consent of Holders.............................64

         SECTION 12.03              Execution of Supplemental Indentures........................................66

         SECTION 12.04              Effect of Supplemental Indentures...........................................66

         SECTION 12.05              Conformity With Trust Indenture Act.........................................66

         SECTION 12.06              Reference in Debt Securities to Supplemental Indentures.....................66

         SECTION 12.07              Modification Without Supplemental Indenture.................................66

         SECTION 12.08              Execution of Supplemental Indentures........................................67

ARTICLE XIII          MEETINGS OF HOLDERS; ACTION WITHOUT MEETING...............................................67

         SECTION 13.01              Purposes for Which Meetings May be Called...................................67

         SECTION 13.02              Call, Notice and Place of Meetings..........................................67

         SECTION 13.03              Persons Entitled to Vote at Meetings........................................68

         SECTION 13.04              Quorum; Action..............................................................68

         SECTION 13.05              Attendance at Meetings; Determination of Voting Rights; Conduct and
                                    Adjournment of Meetings.....................................................69

         SECTION 13.06              Counting Votes and Recording Action of Meetings.............................70

         SECTION 13.07              Action Without Meeting......................................................70

ARTICLE XIV           IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS...........................70

         SECTION 14.01              Liability Solely Corporate..................................................70

ARTICLE XV            SUBORDINATION OF SECURITIES...............................................................71

         SECTION 15.01              Securities Subordinate to Senior Indebtedness...............................71

         SECTION 15.02              Payment Over of Proceeds Upon Dissolution, Etc..............................71

         SECTION 15.03              Prior Payment to Senior Indebtedness Upon Acceleration of Debt
                                    Securities of Such Series...................................................72

         SECTION 15.04              No Payment When Senior Indebtedness in Default..............................73

         SECTION 15.05              Payment Permitted in Certain Situations.....................................73

         SECTION 15.06              Subrogation to Rights of Holders of Senior Indebtedness.....................74
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         SECTION 15.07              Provisions Solely to Define Relative Rights.................................74

         SECTION 15.08              Trustee to Effectuate Subordination.........................................75

         SECTION 15.09              No Waiver of Subordination Provisions.......................................75

         SECTION 15.10              Notice to Trustee...........................................................75
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                                        v
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         INDENTURE (For Subordinated Debt Securities), dated as of
______________, 200_, between DEVON ENERGY CORPORATION, a corporation duly
organized existing under the laws of the State of Delaware (herein called the
"Company"), having its principal office at 20 North Broadway, Suite 1500,
Oklahoma City, Oklahoma 73102-8260, and ________________, a ___________________,
having its principal corporate trust office at _____________________________, as
Trustee (herein called the "Trustee").

                             RECITAL OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
debentures, notes or other evidences of indebtedness (herein called the "Debt
Securities ")[, including securities issued to evidence loans made to the
Company from the proceeds of the issuance from time to time by one or more
business trusts (each a "Trust") of undivided preferred beneficial interests in
the assets of such Trusts (the "Trust Preferred Securities") and common
undivided interests in the assets of such Trust (the "Trust Common Securities"
and, together with the Trust Preferred Securities, the "Trust Securities")], in
an unlimited aggregate principal amount, to be issued in one or more series as
contemplated herein; and all acts necessary to make this Indenture a valid and
legally binding agreement of the Company have been performed.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires, capitalized terms used herein
shall have the meanings assigned to them in Article I of this Indenture.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE I

                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

SECTION 1.01 Definitions.

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

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

         (b) all terms used herein without definition which are defined in the
Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

         (c) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP; and



<PAGE>

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

         Certain terms, used principally in Article IX, are defined in that
Article.

         "Act", when used with respect to any Holder of a Debt Security, has the
meaning specified in Section 1.04.

         "Additional Interest" means the interest, if any, that shall accrue on
any interest on the Debt Securities of any series the payment of which has not
been made on the applicable Interest Payment Date and which shall accrue at the
rate per annum specified or determined as specified in such Debt Security.

         "Additional Amounts" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes, assessments or other
governmental charges imposed on Holders specified therein and which are owing to
such Holders.

         ["Administrator" means, in respect of any Trust, each Person appointed
in accordance with the related Trust Agreement, solely in such Person's capacity
as Administrator of such Trust and not in such Person's individual capacity, or
any successor Administrator appointed as therein provided.]

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

         "Authenticating Agent" means any Person (other than the Company or an
Affiliate of the Company) authorized by the Trustee pursuant to Section 9.15 to
act on behalf of the Trustee to authenticate one or more series of Debt
Securities or Tranche thereof.

         "Authorized Officer" means the Chairman of the Board, the President,
any Vice President, the Treasurer or any other duly authorized officer of the
Company.

         "Board of Directors" means either the board of directors of the Company
or any committee thereof duly authorized to act or any director or directors
and/or officer or officers of the Company to whom that board or committee shall
have duly delegated its authority in respect of matters relating to this
Indenture.

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

         "Business Day", when used with respect to a Place of Payment or any
other particular location specified in the Debt Securities or this Indenture,
means any day, other than a Saturday



                                       2
<PAGE>

or Sunday, which is not a day on which banking institutions or trust companies
[(including, with respect to the Debt Securities of a series initially issued to
a Trust, the "Corporate Trust Office," as defined in the related Trust
Agreement, of the Property Trustee or the Delaware Trustee under the related
Trust Agreement)] in such Place of Payment or other location are generally
authorized or required by law, regulation or executive order to remain closed,
except as may be otherwise specified as contemplated by Section 3.01.

         "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 date of 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, if any, performing such duties at such
time.

         "Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by an Authorized Officer and delivered to the
Trustee.

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution and delivery of this
Indenture is located at ___________________________.

         "corporation" means a corporation, association, company, limited
liability company, joint stock company or business trust.

         ["Creditor" has the meaning specified in Section 9.07.]

         "Debt Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any securities authenticated and delivered
under this Indenture.

         "Debt Security Register" and "Debt Security Registrar" have the
respective meanings specified in Section 3.05.

         "Defaulted Interest" has the meaning specified in Section 3.07.

         ["Delaware Trustee" means, with respect to any Trust, the Person
identified as the "Delaware Trustee" in the related Trust Agreement, solely in
its capacity as Delaware Trustee of such Trust under such Trust Agreement and
not in its individual capacity, or its successor in interest in such capacity,
or any successor Delaware trustee appointed as therein provided.]

         "Depositary" shall mean, with respect to Debt Securities of any series,
for which the Company shall determine that such Debt Securities will be issued
in the form of one or more Global Securities, The Depository Trust Company, New
York, New York, another clearing agency, or any successor registered as a
clearing agency under the Exchange Act or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
Section 2.03(c).



                                       3
<PAGE>

         "Designated Trustee Office" means any office or offices of the Trustee
or any Affiliate, servicer or other agent of the Trustee from time to time
established by the Trustee in its discretion as the location at which particular
actions or functions (for example, registration of securities and paying agent
responsibilities) will occur. The Trustee shall, upon the written request of the
Company or any Holder, provide the Company or such Holder with a written list of
its Designated Trustee Offices hereunder.

         "Discount Debt Security" means any Debt Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 8.02.
"Interest" with respect to a Discount Debt Security means interest, if any,
borne by such Debt Security at a Stated Interest Rate.

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

         "Eligible Obligations" means:

         (a) with respect to Debt Securities denominated in Dollars, Government
Obligations; or

         (b) with respect to Debt Securities denominated in a currency other
than Dollars or in a composite currency, such other obligations or instruments
as shall be specified with respect to such Debt Securities, as contemplated by
Section 3.01.

         "Event of Default" has the meaning specified in Section 8.01.

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

         ["Extension Period" has the meaning specified in Section 3.12.]

         "GAAP" means generally accepted accounting principles in the United
States as set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant
segment of the accounting profession of the United States, as in effect from
time to time.

         "Global Security" shall mean, with respect to the Debt Securities, a
Debt Security executed by the Company and delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction, all in accordance with
this Indenture, which shall be registered in the name of the Depositary or its
nominee.

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



                                       4
<PAGE>

         "Government Obligations" means:

         (a) direct obligations of, or obligations the principal of and interest
on which are unconditionally guaranteed by, the United States entitled to the
benefit of the full faith and credit thereof; and

         (b) certificates, depositary receipts or other instruments which
evidence a direct ownership interest in obligations described in clause (a)
above or in any specific interest or principal payments due in respect thereof;
provided, however, that the custodian of such obligations or specific interest
or principal payments shall be a bank or trust company (which may include the
Trustee or any Paying Agent) subject to Federal or state supervision or
examination with a combined capital and surplus of at least $100,000,000; and
provided, further, that except as may be otherwise required by law, such
custodian shall be obligated to pay to the holders of such certificates,
depositary receipts or other instruments the full amount received by such
custodian in respect of such obligations or specific payments and shall not be
permitted to make any deduction therefrom.

         ["Guarantee" means, with respect to any Trust, the guarantee agreement
executed by the Company for the benefit of the Holders of the Trust Preferred
Securities issued by such Trust as modified, amended or supplemented from time
to time.]

         "Holder" means a Person in whose name a Debt Security is registered in
the Debt Security Register.

         "Indenture" means this instrument as originally executed and delivered
and as it may from time to time be supplemented or amended by one or more
indentures or Officer's Certificates supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of particular
series of Debt Securities established as contemplated by Section 3.01.

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

         ["Liquidation Amount" means the liquidation amount specified in the
applicable related Trust Agreement.]

         "Maturity," when used with respect to any Debt Security, means the date
on which the principal of such Debt Security or an installment of principal
becomes due and payable as provided in such Debt Security or in this Indenture,
whether at the Stated Maturity, by declaration of acceleration, upon call for
redemption or otherwise.

         "Officer's Certificate" means a certificate signed by an Authorized
Officer and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of the Company.



                                       5
<PAGE>

         "Outstanding," when used with respect to Debt Securities, means, as of
the date of determination, all Debt Securities theretofore authenticated and
delivered under this Indenture, except:

         (a) Debt Securities theretofore canceled by the Trustee or the Debt
Security Registrar or delivered to the Trustee or the Debt Security Registrar
for cancellation;

         (b) Debt Securities deemed to have been paid in accordance with Section
7.01; and

         (c) Debt Securities which have been paid pursuant to Section 3.06 or in
exchange for or in lieu of which other Debt Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Debt Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it and the Company that such Debt Securities are held by a bona
fide purchaser or purchasers in whose hands such Debt Securities are valid
obligations of the Company;

provided, however, that in determining whether or not the Holders of the
requisite principal amount of the Debt Securities Outstanding under this
Indenture, or the Outstanding Debt Securities of any series or Tranche, have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder or whether or not a quorum is present at a meeting of Holders of Debt
Securities,

                  (x) Debt Securities owned by the Company or any other obligor
         upon the Debt Securities or any Affiliate of the Company or of such
         other obligor (unless the Company, such Affiliate or such obligor owns
         all Debt Securities Outstanding under this Indenture, or all
         Outstanding Debt Securities of each such series and each such Tranche,
         as the case may be, determined without regard to this clause (x)) shall
         be disregarded and deemed not to be Outstanding, except that, in
         determining whether the Trustee shall be protected in relying upon any
         such request, demand, authorization, direction, notice, consent or
         waiver or upon any such determination as to the presence of a quorum,
         only Debt Securities which a Responsible Officer of the Trustee knows
         to be so owned shall be so disregarded; provided, however, that Debt
         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 Debt
         Securities and that the pledgee is not the Company or any other obligor
         upon the Debt Securities or any Affiliate of the Company or of such
         other obligor; and

                  (y) the principal amount of a Discount Debt 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 8.02;

provided, further, that, in the case of any Debt Security, the principal of
which is payable from time to time without presentment or surrender, the
principal amount of such Debt Security that shall be deemed to be Outstanding at
any time for all purposes of this Indenture shall be the original principal
amount thereof less the aggregate amount of principal thereof theretofore paid.

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



                                       6
<PAGE>

         "Periodic Offering" means an offering of Debt Securities of a series
from time to time any or all of the specific terms of which Debt Securities,
including without limitation the rate or rates of interest (including Additional
Interest), if any, thereon, the Stated Maturity or Maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the
Company or its agents upon the issuance of such Debt Securities.

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

         "Place of Payment", when used with respect to the Debt Securities of
any series, or Tranche thereof, means the place or places, specified as
contemplated by Section 3.01, at which, subject to Section 6.02, principal of
and premium, if any, and interest (including Additional Interest), if any, on
the Debt Securities of such series or Tranche are payable.

         "Predecessor Debt Security" of any particular Debt Security means every
previous Debt Security evidencing all or a portion of the same debt as that
evidenced by such particular Debt Security; and, for the purposes of this
definition, any Debt Security authenticated and delivered under Section 3.06 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Debt Security
shall be deemed (to the extent lawful) to evidence the same debt as the
mutilated, destroyed, lost or stolen Debt Security.

         ["Property Trustee" means, with respect to any Trust, the Person
identified as the "Property Trustee" in the related Trust Agreement, solely in
its capacity as Property Trustee of such Trust under such Trust Agreement and
not in its individual capacity, or its successor in interest in such capacity,
or any successor property trustee appointed as therein provided.]

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

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

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Debt Securities of any series means the date specified for that
purpose as contemplated by Section 3.01.

         "Required Currency" has the meaning specified in Section 3.11.

         "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

         "Senior Indebtedness" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (a) indebtedness of the
Company for money borrowed under any



                                       7
<PAGE>

credit agreements, notes, guarantees or similar documents and (b) indebtedness
evidenced by securities, debentures, bonds or other similar instruments issued
by the Company, including, without limitation, all indebtedness and all
obligations of the Company to pay fees and other amounts, under any existing
credit agreement, and any refinancing of such credit agreements, including
interest accruing on or after a bankruptcy or other similar event, whether or
not an allowed claim therein; (ii) all capital lease obligations of the Company;
(iii) all obligations of the Company issued or assumed as the deferred purchase
price of property, all conditional sale obligations of the Company and all
obligations of the Company under any title retention agreement (but excluding
trade accounts payable arising in the ordinary course of business); (iv) all
obligations of the Company for the reimbursement on any letter of credit,
banker's acceptance, security purchase facility or similar credit transaction;
(v) all obligations of the Company (contingent or otherwise) with respect to
interest rate or other swap, cap or collar agreements, oil or gas commodity
hedge transactions or other similar instruments or agreements or foreign
currency hedge, exchange, purchase or similar instruments or agreements; (vi)
all obligations of the types referred to in clauses (i) through (v) of other
Persons for the payment of which the Company is responsible or liable as
obligor, guarantor or otherwise; and (vii) all obligations of the types referred
to in clauses (i) through (vi) of other Persons secured by any lien on any
property or asset of the Company (whether or not such obligation is assumed by
the Company), whether outstanding on the date of the Indenture or thereafter
created, incurred, assumed, guaranteed or in effect guaranteed by the Company,
except for (A) any such indebtedness that is by its terms subordinated to or
pari passu with the Debt Securities, and (B) any indebtedness between or among
the Company or its Affiliates, including all other debt securities and
guarantees in respect of those debt securities, issued to any trust, or a
trustee of such trust, partnership or other entity affiliated with the Company
that is a financing vehicle of the Company (a "Financing Entity") in connection
with the issuance by such Financing Entity of preferred securities or other
securities that rank pari passu with, or junior to, such preferred securities.

         "Special Record Date" for the payment of any Defaulted Interest on the
Debt Securities of any series means a date fixed by the Trustee pursuant to
Section 3.07.

         "Stated Interest Rate" means a rate (whether fixed or variable) at
which an obligation by its terms is stated to bear interest. Any calculation or
other determination to be made under this Indenture by reference to the Stated
Interest Rate on a Debt Security shall be made without regard to the effective
interest cost to the Company of such Debt Security and without regard to the
Stated Interest Rate on, or the effective cost to the Company of, any other
indebtedness in respect of which the Company's obligations are evidenced or
secured in whole or in part by such Debt Security.

         "Stated Maturity," when used with respect to any obligation or any
installment of principal thereof or interest thereon, means the date on which
the principal of such obligation or such installment of principal or interest is
stated to be due and payable (without regard to any provisions for redemption,
prepayment, acceleration, purchase or extension).

         "Tranche" means a group of Debt Securities which (a) are of the same
series and (b) have identical terms except as to principal amount.



                                       8
<PAGE>

         ["Trust" has the meaning specified in the first recital of this
Indenture.]

         ["Trust Agreement" means, with respect to any Trust, the trust
agreement or other governing instrument of such Trust.]

         ["Trust Common Securities" has the meaning specified in the first
recital of this Indenture.]

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
and effect as of the date of execution of this Indenture; provided, however,
that in the event the Trust Indenture Act of 1939 is succeeded by another
statute or is amended after such date, "Trust Indenture Act" shall mean such
successor statute or the Trust Indenture Act of 1939, as so amended, to the
extent such successor statute or amendment is applicable to this Indenture or to
the actions of the Company or the Trustee under or pursuant to this Indenture.

         ["Trust Preferred Securities" has the meaning specified in the first
recital of this Indenture.]

         ["Trust Securities" has the meaning specified in the first recital of
this Indenture.]

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

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

SECTION 1.02 Compliance Certificates and Opinions.

         Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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



                                       9
<PAGE>

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

         (c) a statement that, in the opinion of each such Person, such Person
has made such examination or investigation as is necessary to enable such Person
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, in the opinion of each such Person, such
condition or covenant has been complied with.

SECTION 1.03 Form of Documents Delivered to Trustee.

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

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

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

         Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Officer's Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of
the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates required with respect to the document or instrument for which it is
substituted. Anything in this Indenture to the contrary notwithstanding, if any
such corrective document or instrument indicates that action has been taken by
or at the request of the Company which could not have been taken had the
original document or instrument not contained such error or omission, the action
so taken shall not be invalidated or otherwise rendered ineffective but shall be
and remain in full force and effect, (except to the extent that such action was
a result of willful misconduct or bad faith or had or could be expected



                                       10
<PAGE>

to have a material adverse effect on the Holders of any Debt Securities issued
hereunder). Without limiting the generality of the foregoing, any Debt
Securities issued under the authority of such defective document or instrument
shall nevertheless be the valid obligations of the Company entitled to the
benefits of this Indenture equally and ratably with all other Outstanding Debt
Securities.

SECTION 1.04 Acts of Holders.

         (a) Any request, demand, authorization, direction, notice, consent,
election, waiver or other action provided by this Indenture to be made, given or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing or, alternatively, may be embodied in and evidenced by the
record of Holders voting in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of Holders duly called and held in
accordance with the provisions of Article XIII, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments and so voting
at any such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Debt Security,
shall be sufficient for any purpose of this Indenture and (subject to Section
9.01) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders shall be proved
in the manner provided in Section 13.06.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof or may be
proved in any other manner which the Trustee and the Company deem sufficient.
Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

         (c) The principal amount (except as otherwise contemplated in clause
(y) of the proviso to the definition of Outstanding) and serial numbers of Debt
Securities held by any Person, and the date of holding the same, shall be proved
by the Debt Security Register.

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

         (e) Until such time as written instruments shall have been delivered to
the Trustee with respect to the requisite percentage of principal amount of Debt
Securities for the action



                                       11
<PAGE>

contemplated by such instruments, any such instrument executed and delivered by
or on behalf of a Holder may be revoked with respect to any or all of such Debt
Securities by written notice by such Holder or any subsequent Holder, proven in
the manner in which such instrument was proven.

         (f) Debt Securities of any series, or any Tranche thereof,
authenticated and delivered after any Act of Holders may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any action
taken by such Act of Holders. If the Company shall so determine, new Debt
Securities of any series, or any Tranche thereof, so modified as to conform, in
the opinion of the Trustee and the Company, to such action may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Debt Securities of such series or Tranche.

         (g) If the Company shall solicit from Holders any request, demand,
authorization, direction, notice, consent, election, waiver or other Act, the
Company may, at its option, fix in advance a record date for the determination
of Holders entitled to give such request, demand, authorization, direction,
notice, consent, election, waiver or other Act, but the Company shall have no
obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, election, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on the record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of the
Outstanding Debt Securities have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, election, waiver or
other Act, and for that purpose the Outstanding Debt Securities shall be
computed as of the record date.

SECTION 1.05 Notices, Etc. to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent,
election, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with, the
Trustee by any Holder or by the Company, or the Company by the Trustee or by any
Holder, shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and delivered personally to an officer or
other responsible employee of the addressee, or transmitted by facsimile
transmission or other direct written electronic means to such telephone number
or other electronic communications address as the parties hereto shall from time
to time designate, or transmitted by certified or registered mail, charges
prepaid, to the applicable address set opposite such party's name below or to
such other address as either party hereto may from time to time designate:

If to the Trustee, to:

        Attention:                          Telephone:
                  ---------------------               --------------------------
        Telecopy:
                  ---------------------

If to the Company, to:

         Devon Energy Corporation
         20 North Broadway, Suite 1500
         Oklahoma City, Oklahoma 73102-8260
         Attention: General Counsel
         Telephone: (405) 235-3611
         Telecopy: (405) 552-4550



                                       12
<PAGE>

         Any communication contemplated herein shall be deemed to have been
made, given, furnished and filed if personally delivered, on the date of
delivery, if transmitted by facsimile transmission or other direct written
electronic means, upon date of receipt of the transmission, and if transmitted
by certified or registered mail, on the date of receipt.

SECTION 1.06 Notice to Holders of Debt Securities; Waiver.

         Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given, and shall be deemed given, to Holders if in writing and mailed, first-
class postage prepaid, to each Holder affected by such event, at the address of
such Holder as it appears in the Debt Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice.

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

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

SECTION 1.07 Conflict with Trust Indenture Act.

         If any provision of this Indenture limits, qualifies or conflicts with
another provision hereof which is required or deemed to be included in this
Indenture by, or is otherwise governed by, any of the provisions of the Trust
Indenture Act, such other provision shall control; and if any provision hereof
otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall
control.

SECTION 1.08 Effect of Headings and Table of Contents.

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

SECTION 1.09 Successors and Assigns.

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



                                       13
<PAGE>

SECTION 1.10 Separability Clause.

         In case any provision in this Indenture or the Debt Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11 Benefits of Indenture.

         Nothing in this Indenture or the Debt Securities, express or implied,
shall give any benefit or any legal or equitable right, remedy or claim under
this Indenture to any Person other than (i) the parties hereto; (ii) their
successors hereunder; and (iii) the Holders.

SECTION 1.12 Governing Law.

         This Indenture and the Debt Securities shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflicts of law principles thereof, except to the extent that the law of any
other jurisdiction shall be mandatorily applicable.

SECTION 1.13 Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Debt Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Debt Securities other than a provision in Debt Securities of any series, or any
Tranche thereof, or in the indenture supplemental hereto, Board Resolution or
Officer's Certificate which establishes the terms of the Debt Securities of such
series or Tranche, which specifically states that such provision shall apply in
lieu of this Section) payment of interest or principal and premium, if any, need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, to such Business Day.

                                   ARTICLE II

                               DEBT SECURITY FORMS

SECTION 2.01 Forms Generally.

         The definitive Debt Securities of each series shall be in substantially
the form or forms thereof established in the indenture supplemental hereto
establishing such series or in a Board Resolution establishing such series, or
in an Officer's Certificate pursuant to such supplemental indenture or Board
Resolution, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Debt Securities, as evidenced by their
execution of the Debt Securities. If the form or forms of Debt Securities of any
series are



                                       14
<PAGE>

established in a Board Resolution or in an Officer's Certificate pursuant to an
indenture supplement hereto or to a Board Resolution, such Board Resolution and
Officer's Certificate, if any, shall be delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Debt Securities.

         Unless otherwise specified as contemplated by Sections 3.01 or
12.01(g), the Debt Securities of each series shall be issuable in registered
form without coupons. The definitive Debt Securities shall be produced in such
manner as shall be determined by the officers executing such Debt Securities, as
evidenced by their execution thereof.

SECTION 2.02 Form of Trustee's Certificate of Authentication.

         The Trustee's certificate of authentication shall be in substantially
the form set forth below:

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

Dated:
      -----------------------               ------------------------------------
                                            as Trustee

                                            By:
                                               ---------------------------------
                                                  Authorized Representative

SECTION 2.03 Debt Securities Issuable in the Form of a Global Security.

         (a) If the Company shall establish pursuant to Section 3.01 that the
Debt Securities of a particular series are to be issued in whole or in part in
the form of one or more Global Securities, then the Company shall execute and
the Trustee shall, in accordance with Section 3.03 and the Company Order
delivered to the Trustee thereunder, authenticate and deliver such Global
Security or Securities, which (i) shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of the Outstanding Debt
Securities of such series to be represented by such Global Security or
Securities, (ii) may provide that the aggregate amount of Outstanding Debt
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges, (iii) shall be registered in the name of the Depositary for
such Global Security or Securities or its nominee, (iv) shall be delivered by
the Trustee to the Depositary or pursuant to the Depositary's instruction and
(v) shall bear a legend in accordance with the requirements of the Depositary.

         (b) Notwithstanding any other provision of this Section or of Section
3.05, except as contemplated by the provisions of paragraph (c) below, unless
the terms of a Global Security expressly permit such Global Security to be
exchanged in whole or in part for individual Debt Securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 3.05, only to a nominee of the Depositary for such Global Security, or
to the Depositary, or to a successor Depositary for such Global Security
selected or approved by the Company, or to a nominee of such successor
Depositary.



                                       15
<PAGE>

         (c)      (1) If at any time the Depositary for a Global Security
         notifies the Company that it is unwilling or unable to continue as the
         Depositary for such Global Security or if at any time the Depositary
         for the Debt Securities for such series shall no longer be eligible or
         in good standing under the Exchange Act, or other applicable statute or
         regulation, the Company shall appoint a successor Depositary with
         respect to such Global Security. If a successor Depositary for such
         Global Security is not appointed by the Company within 90 days after
         the Company receives such notice or becomes aware of such
         ineligibility, the Company will execute, and the Trustee, upon receipt
         of a Company Order for the authentication and delivery of Debt
         Securities of such series in the form of definitive certificates in
         exchange for such Global Security, will authenticate and deliver Debt
         Securities of such series in the form of definitive certificates of
         like tenor and terms in an aggregate principal amount equal to the
         principal amount of the Global Security in exchange for such Global
         Security. Such Debt Securities will be issued to and registered in the
         name of such Person or Persons as are specified by the Depositary.

                  (2) The Company may at any time and in its sole discretion
         determine that the Debt Securities of any series issued or issuable in
         the form of one or more Global Securities shall no longer be
         represented by such Global Security or Securities. In any such event
         the Company will execute, and the Trustee, upon receipt of a Company
         Request for the authentication and delivery of Debt Securities in the
         form of definitive certificates in exchange in whole or in part for
         such Global Security, will authenticate and deliver without service
         charge to each Person specified by the Depositary Debt Securities in
         the form of definitive certificates of like tenor and terms in an
         aggregate principal amount equal to the principal amount of such Global
         Security representing such series, or the aggregate principal amount of
         such Global Securities representing such series, in exchange for such
         Global Security or Securities.

                  (3) If specified by the Company pursuant to Section 3.01 with
         respect to Debt Securities issued or issuable in the form of a Global
         Security, the Depositary for such Global Security may surrender such
         Global Security in exchange in whole or in part for Debt Securities in
         the form of definitive certificates of like tenor and terms on such
         terms as are acceptable to the Company and such Depositary. Thereupon
         the Company shall execute, and the Trustee shall authenticate and
         deliver, without service charge, (A) to each Person specified by such
         Depositary a new Debt Security or Securities of the same series of like
         tenor and terms and any authorized denomination as requested by such
         Person in aggregate principal amount equal to and in exchange for such
         Person's beneficial interest in the Global Security and (B) to such
         Depositary a new Global Security of like tenor and terms and in an
         authorized denomination equal to the difference, if any, between the
         principal amount of the surrendered Global Security and the aggregate
         principal amount of Debt Securities delivered to Holders thereof.

                  (4) In any exchange provided for in any of the preceding three
         subparagraphs, the Company shall execute and the Trustee shall
         authenticate and deliver Debt Securities in the form of definitive
         certificates in authorized denominations. Upon the exchange of the
         entire principal amount of a Global Security for Debt Securities in the
         form of definitive certificates, such Global Security shall be canceled
         by the Trustee. Except as provided in the immediately preceding
         subparagraph, Debt Securities issued in exchange



                                       16
<PAGE>

         for a Global Security pursuant to this Section shall be registered in
         such names and in such authorized denominations as the Depositary for
         such Global Security, acting pursuant to instructions from its direct
         or indirect participants or otherwise, shall instruct the Trustee.
         Provided that the Company and the Trustee have so agreed, the Trustee
         shall deliver such Debt Securities to the Persons in whose names the
         Debt Securities are so to be registered.

                  (5) Any endorsement of a Global Security to reflect the
         principal amount thereof, or any increase or decrease in such principal
         amount, or changes in the rights of Holders of Outstanding Debt
         Securities represented thereby shall be made in such manner and by such
         Person or Persons as shall be specified in or pursuant to any
         applicable letter of representations or other arrangement entered into
         with, or procedures of, the Depositary with respect to such Global
         Security or in the Company Order delivered or to be delivered pursuant
         to Section 3.03 with respect thereto. Subject to the provisions of
         Section 3.03, the Trustee shall deliver and redeliver any such Global
         Security in the manner and upon instructions given by the Person or
         Persons specified in or pursuant to any applicable letter of
         representations or other arrangement entered into with, or procedures
         of, the Depositary with respect to such Global Security or in any
         applicable Company Order. If a Company Order pursuant to Section 3.03
         is so delivered, any instructions by the Company with respect to such
         Global Security contained therein shall be in writing but need not be
         accompanied by or contained in an Officer's Certificate and need not be
         accompanied by an Opinion of Counsel.

                  (6) The Depositary or, if there be one, its nominee, shall be
         the Holder of a Global Security for all purposes under this Indenture;
         and beneficial owners with respect to such Global Security shall hold
         their interests pursuant to applicable procedures of such Depositary.
         The Company, the Trustee and the Debt Security Registrar shall be
         entitled to deal with such Depositary for all purposes of this
         Indenture relating to such Global Security (including the payment of
         principal, premium, if any, and interest (including any Additional
         Interest) and the giving of instructions or directions by or to the
         beneficial owners of such Global Security as the sole Holder of such
         Global Security and shall have no obligations to the beneficial owners
         thereof (including any direct or indirect participants in such
         Depositary). None of the Company, the Trustee, any Paying Agent or the
         Debt Security Registrar shall have any responsibility or liability for
         any aspect of the records relating to or payments made on account of
         beneficial ownership interests of a Global Security in or pursuant to
         any applicable letter of representations or other arrangement entered
         into with, or procedures of, the Depositary with respect to such Global
         Security or for maintaining, supervising or reviewing any records
         relating to such beneficial ownership interests.



                                       17
<PAGE>

                                   ARTICLE III

                               THE DEBT SECURITIES

SECTION 3.01 Amount Unlimited; Issuable in Series.

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

         The Debt Securities may be issued in one or more series. Subject to the
last paragraph of this Section, prior to the authentication and delivery of Debt
Securities of any series there shall be established by specification in a
supplemental indenture or in a Board Resolution, or in an Officer's Certificate
pursuant to a supplemental indenture or a Board Resolution:

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

         (b) any limit upon the aggregate principal amount of the Debt
Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Debt Securities of the
series pursuant to Section 3.04, 3.05, 3.06, 4.06 or 12.06 and, except for any
Debt Securities which, pursuant to Section 3.03, are deemed never to have been
authenticated and delivered hereunder);

         (c) the Person or Persons (without specific identification) to whom
interest on Debt Securities of such series, or any Tranche thereof, shall be
payable on any Interest Payment Date, if other than the Persons in whose names
such Debt Securities (or one or more Predecessor Debt Securities) are registered
at the close of business on the Regular Record Date for such interest;

         (d) the date or dates on which the principal of the Debt Securities of
such series or any Tranche thereof, is payable or any formulary or other method
or other means by which such date or dates shall be determined, by reference to
an index or other fact or event ascertainable outside of this Indenture or
otherwise (without regard to any provisions for redemption, prepayment,
acceleration, purchase or extension);

         (e) the rate or rates at which the Debt Securities of such series, or
any Tranche thereof, shall bear interest, if any (including (i) the rate or
rates at which overdue principal shall bear interest, if different from the rate
or rates at which such Debt Securities shall bear interest prior to Maturity,
(ii) if applicable, the rate or rates at which overdue premium shall bear
interest, if any and (iii) if applicable, the rate or rates and extent to which
Additional Interest, if any, shall be payable), the period or periods during
which such rate or rates shall be applicable, or any formulary or other method
or other means by which such rate or rates, and any period or periods, shall be
determined, by reference to an index or other fact or event ascertainable
outside of this Indenture or otherwise; the date or dates from which such
interest shall accrue; whether and under what circumstances Additional Amounts
shall be payable; the Interest Payment Dates on which such interest shall be
payable and the Regular Record Date, if any, for the interest payable on such
Debt Securities on any Interest Payment Date[; the right of the Company, if any,
to extend the interest payment periods and the duration of any such extension as
contemplated by Section 3.12]; and the basis of computation of interest, if
other than as provided in Section 3.10;

         (f) the place or places at which or methods by which (1) the principal
of and premium, if any, and interest (including Additional Interest), if any, on
Debt Securities of such series, or any Tranche thereof, shall be payable, (2)
registration of transfer of Debt Securities of



                                       18
<PAGE>

such series, or any Tranche thereof, may be effected, (3) exchanges of Debt
Securities of such series, or any Tranche thereof, may be effected and (4)
notices and demands to or upon the Company in respect of the Debt Securities of
such series, or any Tranche thereof, and this Indenture may be served; the Debt
Security Registrar for such series; and if such is the case, that the principal
of such Debt Securities shall be payable without presentment or surrender
thereof;

         (g) the period or periods within which, or the date or dates on which,
the price or prices at which and the terms and conditions upon which the Debt
Securities of such series, or any Tranche thereof, may be redeemed, in whole or
in part, at the option of the Company and any restrictions on such redemptions,
including but not limited to a restriction on a partial redemption by the
Company of the Debt Securities of any series, or any Tranche thereof, resulting
in delisting of such Debt Securities from any national exchange;

         (h) the obligation or obligations or options, if any, of the Company to
redeem or purchase the Debt Securities of such series, or any Tranche thereof,
pursuant to any sinking fund or other mandatory redemption or tender provisions
or at the option of a Holder thereof and the period or periods within which or
the date or dates on which, the price or prices at which and the terms and
conditions upon which such Debt Securities shall be redeemed or purchased, in
whole or in part, pursuant to such obligation, and applicable exceptions to the
requirements of Section 4.04 in the case of mandatory redemption or redemption
at the option of the Holder;

         (i) the denominations in which Debt Securities of such series, or any
Tranche thereof, shall be issuable if other than denominations of $1,000 and any
integral multiple thereof;

         (j) the currency or currencies, including composite currencies, in
which payment of the principal of and premium, if any, and interest (including
Additional Interest), if any, on the Debt Securities of such series, or any
Tranche thereof, shall be payable (if other than in Dollars);

         (k) if the principal of or premium, if any, or interest (including
Additional Interest), if any, on the Debt Securities of such series, or any
Tranche thereof, are to be payable, at the election of the Company or a Holder
thereof, in a coin or currency other than that in which the Debt Securities are
stated to be payable, the period or periods within which and the terms and
conditions upon which, such election may be made;

         (l) if the principal of or premium, if any, or interest (including
Additional Interest), if any, on the Debt Securities of such series, or any
Tranche thereof, are to be payable, or are to be payable at the election of the
Company or a Holder thereof, in securities or other property, the type and
amount of such securities or other property, or the formulary or other method or
other means by which such amount shall be determined, and the period or periods
within which, and the terms and conditions upon which, any such election may be
made;

         (m) if the amount payable in respect of principal of or premium, if
any, or interest (including Additional Interest), if any, on the Debt Securities
of such series, or any Tranche thereof, may be determined with reference to an
index or other fact or event ascertainable outside this Indenture, the manner in
which such amounts shall be determined to the extent not established pursuant to
clause (e) of this paragraph;



                                       19
<PAGE>

         (n) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of such series, or any Tranche thereof,
which shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 8.02;

         (o) any Events of Default, in addition to those specified in Section
8.01, with respect to the Debt Securities of such series, any covenants of the
Company for the benefit of the Holders of the Debt Securities of such series, or
any Tranche thereof, in addition to those set forth in Article VI, and the
terms, if any, pursuant to which any covenants of the Company for the benefit of
the Holders of the Debt Securities of such series are subject to defeasance;

         (p) the terms, if any, pursuant to which the Debt Securities of such
series, or any Tranche thereof, may be converted into or exchanged for shares of
capital stock or other securities of the Company or any other Person; (q) the
obligations or instruments, if any, which shall be considered to be Eligible
Obligations in respect of the Debt Securities of such series, or any Tranche
thereof, denominated in a currency other than Dollars or in a composite
currency, and any additional or alternative provisions for the reinstatement of
the Company's indebtedness in respect of such Debt Securities after the
satisfaction and discharge thereof as provided in Section 7.01;

         (r) whether the Debt Securities of the series shall be issued in whole
or in part in the form of a Global Security or Securities; the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for certificated Debt Securities of such series
and of like tenor of any authorized denomination and the circumstances under
which such exchange may occur, if other than in the manner provided for in
Section 2.03; the Depositary for such Global Security or Securities; and the
form of any legend or legends to be borne by any such Global Security in
addition to or in lieu of the legend referred to in Section 2.03;

         (s) if the Debt Securities of such series, or any Tranche thereof, are
to be issuable in bearer form, any and all matters incidental thereto which are
not specifically addressed in a supplemental indenture as contemplated by clause
(g) of Section 12.01;

         (t) to the extent not established pursuant to clause (r) of this
paragraph, any limitations on the rights of the Holders of the Debt Securities
of such Series, or any Tranche thereof, to transfer or exchange such Debt
Securities or to obtain the registration of transfer thereof; and if a service
charge will be made for the registration of transfer or exchange of Debt
Securities of such series, or any Tranche thereof, the amount or terms thereof;

         (u) any exceptions to Section 1.13, or variation in the definition of
Business Day, with respect to the Debt Securities of such series, or any Tranche
thereof;

         (v) any collateral security, assurance or guarantee for such series of
Debt Securities;

         (w) any credit enhancement applicable to the Debt Securities of such
series; and

         (x) any other terms of the Debt Securities of such series, or any
Tranche thereof, not inconsistent with the provisions of this Indenture[; and



                                       20
<PAGE>

         (y) if the Debt Securities are to be issued to a Trust, the form or
forms of the Trust Agreement and Guarantee relating thereto].

         The Debt Securities of each series, or any Tranche thereof, shall be
subordinated in the right of payment to Senior Indebtedness as provided in
Article XV with any modifications, changes, deletions or additions thereto
established pursuant to this Section 3.01.

         With respect to Debt Securities of a series subject to a Periodic
Offering, the indenture supplemental hereto or the Board Resolution which
establishes such series, or the Officer's Certificate pursuant to such
supplemental indenture or Board Resolution, as the case may be, may provide
general terms or parameters for Debt Securities of such series and provide
either that the specific terms of Debt Securities of such series, or any Tranche
thereof, shall be specified in a Company Order or that such terms shall be
determined by the Company or its agents in accordance with procedures specified
in a Company Order as contemplated by clause (b) of the third paragraph of
Section 3.03.

SECTION 3.02 Denominations.

         Unless otherwise provided as contemplated by Section 3.01 with respect
to any series of Securities, or any Tranche thereof, the Debt Securities of each
series shall be issuable in denominations of $1,000 and any integral multiple
thereof.

SECTION 3.03 Execution, Authentication, Delivery and Dating.

         Unless otherwise provided as contemplated by Section 3.01 with respect
to any series of Debt Securities, or any Tranche thereof, the Debt Securities
shall be executed on behalf of the Company by an Authorized Officer and may have
the corporate seal of the Company affixed thereto or reproduced thereon attested
by any other Authorized Officer. The signature of any or all of these officers
on the Debt Securities may be manual or facsimile.

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

         The Trustee shall authenticate and deliver Debt Securities of a series,
for original issue, at one time or from time to time in accordance with the
Company Order referred to below, upon receipt by the Trustee of:

         (a) the instrument or instruments establishing the form or forms and
terms of such series, as provided in Sections 2.01 and 3.01;

         (b) a Company Order requesting the authentication and delivery of such
Debt Securities and, to the extent that the terms of such Debt Securities shall
not have been established in an indenture supplemental hereto or in a Board
Resolution, or in an Officer's Certificate pursuant to a supplemental indenture
or Board Resolution, all as contemplated by Sections 2.01 and 3.01, either (i)
establishing such terms or (ii) in the case of Debt Securities of a series
subject



                                       21
<PAGE>

to a Periodic Offering, specifying procedures, acceptable to the Trustee, by
which such terms are to be established, in either case in accordance with the
instrument or instruments delivered pursuant to clause (a) above;

         (c) the Debt Securities of such series, executed on behalf of the
Company by an Authorized Officer;

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

                  (i) the form or forms of such Debt Securities have been duly
         authorized by the Company and have been established in conformity with
         the provisions of this Indenture;

                  (ii) the terms of such Debt Securities have been duly
         authorized by the Company and have been established in conformity with
         the provisions of this Indenture; and

                  (iii) assuming authentication and delivery by the Trustee and
         subject to any conditions specified in such Opinion of Counsel, such
         Debt Securities will have been duly issued under this Indenture and
         will be legal, valid and binding obligations of the Company,
         enforceable in accordance with their terms, subject, as to enforcement,
         to laws relating to or affecting generally the enforcement of
         creditors' rights, including, without limitation, bankruptcy and
         insolvency laws and to general principles of equity (regardless of
         whether such enforceability is considered in a proceeding in equity or
         at law);

provided, however, that, with respect to Debt Securities of a series subject to
a Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of such
Debt Securities (provided that such Opinion of Counsel addresses the
authentication and delivery of all Debt Securities of such series) and that in
lieu of the opinions described in clauses (ii) and (iii) above Counsel may opine
that:

                  (x) when the terms of such Debt Securities shall have been
         established pursuant to a Company Order or Orders or pursuant to such
         procedures (acceptable to the Trustee) as may be specified from time to
         time by a Company Order or Orders, all as contemplated by and in
         accordance with the instrument or instruments delivered pursuant to
         clause (a) above, such terms will have been duly authorized by the
         Company and will have been established in conformity with the
         provisions of this Indenture; and

                  (y) such Debt Securities, when authenticated and delivered by
         the Trustee in accordance with this Indenture and the Company Order or
         Orders or specified procedures referred to in paragraph (x) above and
         issued and delivered by the Company in the manner and subject to any
         conditions specified in such Opinion of Counsel, will have been duly
         issued under this Indenture and will constitute valid and legally
         binding obligations of the Company, entitled to the benefits provided
         by the Indenture, and enforceable in accordance with their terms,
         subject, as to enforcement, to laws relating to or affecting generally
         the enforcement of creditors' rights, including, without limitation,
         bankruptcy and insolvency laws and to general principles of equity
         (regardless of whether such enforceability is considered in a
         proceeding in equity or at law).



                                       22
<PAGE>

         With respect to Debt Securities of a series subject to a Periodic
Offering, the Trustee may conclusively rely, as to the authorization by the
Company of any of such Debt Securities, the form and terms thereof and the
legality, validity, binding effect and enforceability thereof, upon the Opinion
of Counsel and other documents delivered pursuant to Sections 2.01 and 3.01 and
this Section, as applicable, at or prior to the time of the first authentication
of Debt Securities of such series unless and until such opinion or other
documents have been superseded or revoked or expire by their terms. In
connection with the authentication and delivery of Debt Securities of a series
subject to a Periodic Offering, the Trustee shall be entitled to assume that the
Company's instructions to authenticate and deliver such Debt Securities do not
violate any rules, regulations or orders of any Governmental Authority having
jurisdiction over the Company.

         If the form or terms of the Debt Securities of any series have been
established by or pursuant to a Board Resolution or an Officer's Certificate as
permitted by Sections 2.01 or 3.01, the Trustee shall not be required to
authenticate such Debt Securities if the issuance of such Debt Securities
pursuant to this Indenture will materially or adversely affect the Trustee's own
rights, duties or immunities under the Debt Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.

         Unless otherwise specified as contemplated by Section 3.01 with respect
to any series of Debt Securities, or any Tranche thereof, each Debt Security
shall be dated the date of its authentication.

         Unless otherwise specified as contemplated by Section 3.01 with respect
to any series of Debt Securities, or any Tranche thereof, no Debt Security shall
be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Debt Security a certificate of
authentication substantially in the form provided for herein executed by the
Trustee or its agent by manual signature, and such certificate upon any Debt
Security shall be conclusive evidence, and the only evidence, that such Debt
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Debt
Security shall have been authenticated and delivered hereunder to the Company,
or any Person acting on its behalf, but shall never have been issued and sold by
the Company, and the Company shall deliver such Debt Security to the Debt
Security Registrar for cancellation as provided in Section 3.09 together with a
written statement (which need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel) stating that such Debt Security has never
been issued and sold by the Company, for all purposes of this Indenture such
Debt Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits hereof.

SECTION 3.04 Temporary Debt Securities.

         Pending the preparation of definitive Debt Securities of any series, or
any Tranche thereof, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Debt Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Debt Securities in
lieu of which they are issued, with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Debt
Securities may determine, as evidenced by their execution of such Debt
Securities; provided, however, that



                                       23
<PAGE>

temporary Debt Securities need not recite specific redemption, sinking fund,
conversion or exchange provisions.

         Unless otherwise specified as contemplated by Section 3.01 with respect
to the Debt Securities of any series, or any Tranche thereof, after the
preparation of definitive Debt Securities of such series or Tranche, the
temporary Debt Securities of such series or Tranche shall be exchangeable,
without charge to the Holder thereof, for definitive Debt Securities of such
series or Tranche, upon surrender of such temporary Debt Securities at the
office or agency of the Company maintained pursuant to Section 6.02 in a Place
of Payment for such Debt Securities. Upon such surrender of temporary Debt
Securities, the Company shall, except as aforesaid, execute and the Trustee
shall authenticate and deliver in exchange therefor definitive Debt Securities
of the same series and Tranche, of authorized denominations and of like tenor
and aggregate principal amount.

         Until exchanged in full as hereinabove provided, temporary Debt
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Debt Securities of the same series and Tranche and of
like tenor authenticated and delivered hereunder.

SECTION 3.05 Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept in each office designated pursuant
to Section 6.02, with respect to the Debt Securities of each series or any
Tranche thereof, a register (all registers kept in accordance with this Section
being collectively referred to as the "Debt Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Debt Securities of such series or Tranche and
the registration of transfer thereof. The Company shall designate one Person to
maintain the Debt Security Register for the Debt Securities of each series on a
consolidated basis, and such Person is referred to herein, with respect to such
series, as the "Debt Security Registrar". Anything herein to the contrary
notwithstanding, the Company may designate one or more of its offices as an
office in which a register with respect to the Debt Securities of one or more
series, or any Tranche or Tranches thereof, shall be maintained, and the Company
may designate itself the Debt Security Registrar with respect to one or more of
such series. The Debt Security Register shall be open for inspection by the
Trustee and the Company at all reasonable times.

         Except as otherwise specified as contemplated by Section 3.01 with
respect to the Debt Securities of any series, or any Tranche thereof, upon
surrender for registration of transfer of any Debt Security of such series or
Tranche at the office or agency of the Company maintained pursuant to Section
6.02 in a Place of Payment for such series or Tranche, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Debt Securities of the
same series and Tranche, of authorized denominations and of like tenor and
aggregate principal amount.

         Except as otherwise specified as contemplated by Section 3.01 with
respect to the Debt Securities of any series, or any Tranche thereof, any Debt
Security of such series or Tranche may be exchanged at the option of the Holder,
for one or more new Debt Securities of the same series and Tranche, of
authorized denominations and of like tenor and aggregate principal amount, upon
surrender of the Debt Securities to be exchanged at any such office or agency.
Whenever



                                       24
<PAGE>

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

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

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

         Unless otherwise specified as contemplated by Section 3.01 with respect
to Debt Securities of any series, or any Tranche thereof, no service charge
shall be made for any registration of transfer or exchange of Debt Securities,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Debt Securities, other than exchanges
pursuant to Section 3.04, 4.06 or 12.06 not involving any transfer.

         The Company shall not be required to execute or to provide for the
registration of transfer of or the exchange of (a) Debt Securities of any
series, or any Tranche thereof, during a period of 15 days immediately preceding
the day of the mailing of a notice of redemption of the Debt Securities of such
series or Tranche is to be given or (b) any Debt Security so selected for
redemption in whole or in part, except the unredeemed portion of any Debt
Security being redeemed in part.

         None of the Company, the Trustee, any Paying Agent or the Debt Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

SECTION 3.06 Mutilated, Destroyed, Lost and Stolen Debt Securities.

         If any mutilated Debt Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Debt Security of the same series and Tranche, and of like tenor
and principal amount and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (a) evidence
to their satisfaction of the ownership of and the destruction, loss or theft of
any Debt Security and (b) such security or indemnity as may be reasonably
required by them to save each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or the Trustee that such Debt
Security is held by a Person purporting to be the owner of such Debt Security,
the Company shall execute and the Trustee shall authenticate and deliver, in
lieu of any such



                                       25
<PAGE>

destroyed, lost or stolen Debt Security, a new Debt Security of the same series
and Tranche, and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

         Notwithstanding the foregoing, in case any such mutilated, destroyed,
lost or stolen Debt Security has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Debt Security, pay
such Debt Security.

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

         Every new Debt Security of any series issued pursuant to this Section
in lieu of any destroyed, lost or stolen Debt Security shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Debt Security shall be at any time enforceable by
anyone other than the Holder of such new Debt Security, and any such new Debt
Security shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debt Securities of such series duly
issued hereunder.

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

SECTION 3.07 Payment of Interest and Additional Interest; Interest Rights
Preserved.

         Unless otherwise specified as contemplated by Section 3.01 with respect
to the Debt Securities of any series, or any Tranche thereof, interest and
Additional Interest on any Debt Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Debt Security (or one or more Predecessor Debt
Securities) is registered at the close of business on the Regular Record Date
for such interest.

         [Subject to Section 3.12] any interest on any Debt Security of any
series which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
to be payable to the Holder on the related Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company,
at its election in each case, as provided in clause (a) or (b) below:

         (a) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Debt Securities of such series (or their
respective Predecessor Debt Securities) are registered at the close of business
on a date (herein called a "Special Record Date") for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Debt Security of such series and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to



                                       26
<PAGE>

such Defaulted Interest as in this clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall promptly cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of Debt Securities of such series at the address of such
Holder as it appears in the Debt 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 so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Debt
Securities of such series (or their respective Predecessor Debt Securities) are
registered at the close of business on such Special Record Date.

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

         Subject to the foregoing provisions of this Section and Section 3.05,
each Debt Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Debt Security shall carry the
rights to interest (including any Additional Interest) accrued and unpaid, and
to accrue, which were carried by such other Debt Security.

SECTION 3.08 Persons Deemed Owners.

         Prior to due presentment of a Debt Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Debt Security is registered as the
absolute owner of such Debt Security for the purpose of receiving payment of
principal of and premium, if any, and (subject to Sections 3.05 and 3.07)
interest (including Additional Interest), if any, on such Debt Security and for
all other purposes whatsoever, whether or not such Debt Security is overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

SECTION 3.09 Cancellation by Debt Security Registrar.

         All Debt Securities surrendered for payment, redemption, registration
of transfer or exchange shall, if surrendered to any Person other than the Debt
Security Registrar, be delivered to the Debt Security Registrar and, if not
theretofore canceled, shall be promptly canceled by the Debt Security Registrar.
The Company may at any time deliver to the Debt Security Registrar for
cancellation any Debt Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever or which
the Company shall not have issued and sold, and all Debt Securities so delivered
shall be promptly canceled by the Debt Security Registrar. No Debt Securities
shall be authenticated in lieu of or in exchange for any Debt Securities
canceled as provided in this Section, except as expressly permitted by this



                                       27
<PAGE>

Indenture. All certificates representing canceled Debt Securities held by the
Debt Security Registrar shall be disposed of in accordance with the customary
practices of the Debt Security Registrar at the time in effect, and the Debt
Security Registrar shall not be required to destroy any such certificates. The
Debt Security Registrar, if other than the trustee, shall promptly deliver a
certificate of disposition with respect to such disposed certificates to the
Trustee and the Company unless, by a Company Order, similarly delivered, the
Company shall direct that canceled Debt Securities be returned to it. The Debt
Security Registrar shall promptly deliver evidence of any cancellation of a Debt
Security in accordance with this Section to the Trustee and the Company. If the
Trustee is the entity acting as Debt Security Registrar, it shall promptly
deliver to the Company a certificate of disposition with respect to any
certificates disposed of and/or evidence of any cancellation of a Debt Security,
in each case in accordance with this Section, if so requested by a Company
Order.

SECTION 3.10 Computation of Interest.

         Except as otherwise specified as contemplated by Section 3.01 for Debt
Securities of any series, or any Tranche thereof, interest on the Debt
Securities of each series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.

SECTION 3.11 Payment to be in Proper Currency.

         In the case of the Debt Securities of any series, or any Tranche
thereof, denominated in any currency other than Dollars or in a composite
currency (the "Required Currency"), except as otherwise specified with respect
to such Debt Securities as contemplated by Section 3.01, the obligation of the
Company to make any payment of the principal thereof, or the premium or interest
thereon, shall not be discharged or satisfied by any tender by the Company, or
recovery by the Trustee, in any currency other than the Required Currency,
except to the extent that such tender or recovery shall result in the Trustee
timely holding the full amount of the Required Currency then due and payable. If
any such tender or recovery is in a currency other than the Required Currency,
the Trustee may take such actions as it considers appropriate to exchange such
currency for the Required Currency. The costs and risks of any such exchange,
including without limitation the risks of delay and exchange rate fluctuation,
shall be borne by the Company, the Company shall remain fully liable for any
shortfall or delinquency in the full amount of Required Currency then due and
payable, and in no circumstances shall the Trustee be liable therefor except in
the case of its negligence or willful misconduct.

[SECTION 3.12 Deferrals of Interest Payment Dates.

         If specified as contemplated by Section 3.01 with respect to the Debt
Securities of a particular series, so long as no Event of Default has occurred
and is continuing, the Company shall have the right, at any time during the term
of such series, from time to time to defer the payment of interest on such Debt
Securities for such period or periods (each an "Extension Period") as so
specified as contemplated by Section 3.01.

         The Trustee shall promptly give notice of the Company's election to
begin any such Extension Period to the Holders of the Outstanding Debt
Securities of such series.]



                                       28
<PAGE>

[SECTION 3.13 Right to Set-off.

         With respect to the Debt Securities of a series initially issued to a
Trust, notwithstanding anything to the contrary herein, the Company shall have
the right to set off any payment it is otherwise required to make in respect of
any such Debt Security to the extent the Company has theretofore made, or is
concurrently on the date of such payment making, a payment under the Guarantee
relating to such Debt Security or to a holder of Trust Preferred Securities
pursuant to an action undertaken under Section 8.08 of this Indenture.]

[SECTION 3.14. Shortening or Extension of Stated Maturity.

         If specified as contemplated by Section 3.01 with respect to the Debt
Securities of a particular series, the Company shall have the right to (i)
shorten the Stated Maturity of the principal of the Debt Securities of such
series at any time to any date and (ii) extend the Stated Maturity of the
principal of the Debt Securities of such series at any time at its election for
one or more periods, provided that, if the Company elects to exercise its right
to extend the Stated Maturity of the principal of the Debt Securities of such
series pursuant to clause (ii) above, at the time such election is made and at
the time of extension, such conditions as may be specified in such Debt
Securities shall have been satisfied.]

SECTION 3.[15] CUSIP Numbers.

         The Company in issuing the Debt 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 Debt 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 Debt Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company will promptly
notify the Trustee of any change in the "CUSIP" numbers.

                                   ARTICLE IV

                          REDEMPTION OF DEBT SECURITIES

SECTION 4.01 Applicability of Article.

         Debt Securities of any series, or any Tranche thereof, which are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 3.01
for Debt Securities of such series or Tranche) in accordance with this Article.

SECTION 4.02 Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Debt Securities shall be
evidenced by a Board Resolution and/or an Officer's Certificate. The Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee [and, in the case of Debt Securities of a series held by a Trust, the
Property Trustee under the related Trust Agreement,] in writing of such
Redemption Date and of the principal amount of such Debt Securities to be
redeemed. In the case of any redemption of



                                       29
<PAGE>

Debt Securities (a) prior to the expiration of any restriction on such
redemption provided in the terms of such Debt Securities or elsewhere in this
Indenture or (b) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Debt Securities, the Company shall
furnish the Trustee with an Officer's Certificate evidencing compliance with
such restriction or condition.

SECTION 4.03 Selection of Debt Securities to be Redeemed.

         If less than all the Debt Securities of any series, or any Tranche
thereof, are to be redeemed, the particular Debt Securities to be redeemed shall
be selected by the Trustee from the Outstanding Debt Securities of such series
or Tranche not previously called for redemption, by such method as shall be
provided for any particular series, or, in the absence of any such provision, by
such method of random selection as the Trustee shall deem fair and appropriate
and which may, in any case, provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Debt Securities of such series
or Tranche or any integral multiple thereof) of the principal amount of Debt
Securities of such series or Tranche of a denomination larger than the minimum
authorized denomination for Debt Securities of such series or Tranche; provided,
however, that if, as indicated in an Officer's Certificate, the Company shall
have offered to purchase all or any principal amount of the Debt Securities then
Outstanding of any series, or any Tranche thereof, and less than all of such
Debt Securities as to which such offer was made shall have been tendered to the
Company for such purchase, the Trustee, if so directed by Company Order, shall
select for redemption all or any principal amount of such Debt Securities which
have not been so tendered.

         If the Debt Securities are then held in the form of a Global Security,
the Trustee shall select Debt Securities to be redeemed in accordance with the
customary procedures for the Depositary.

         The Trustee shall promptly notify the Company and the Debt Security
Registrar in writing of the Debt Securities selected for redemption and, in the
case of any Debt Securities selected to be redeemed in part, 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 Debt Securities shall
relate, in the case of any Debt Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Debt Securities which has
been or is to be redeemed.

SECTION 4.04 Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
1.06 to the Holders of the Debt Securities to be redeemed not less than 30 nor
more than 60 days prior to the Redemption Date.

         All notices of redemption shall state:

         (a) the Redemption Date,

         (b) the Redemption Price (or the method of calculating the Redemption
Price),



                                       30
<PAGE>

         (c) if less than all the Debt Securities of any series or Tranche are
to be redeemed, the identification of the particular Debt Securities to be
redeemed and the portion of the principal amount of any Debt Security to be
redeemed in part,

         (d) that on the Redemption Date, the Redemption Price, together with
accrued interest (including Additional Interest), if any, to the Redemption
Date, will become due and payable upon each such Debt Security to be redeemed
and, if applicable and provided that the Redemption Price is received by the
Paying Agent or Agents on or prior to the Redemption Date, that interest
(including any Additional Interest) thereon will cease to accrue on and after
said date,

         (e) the place or places where such Debt Securities are to be
surrendered for payment of the Redemption Price and accrued interest (including
Additional Interest), if any, unless it shall have been specified as
contemplated by Section 3.01 with respect to such Debt Securities that such
surrender shall not be required,

         (f) that the redemption is for a sinking or other fund, if such is the
case, and

         (g) such other matters as the Company shall deem desirable or
appropriate (including CUSIP numbers with respect to such Debt Securities, if
the Company shall so elect, in which event such notice of redemption may contain
a disclaimer as to the correctness of such numbers either as printed on the Debt
Securities or on such notice of redemption).

         Unless otherwise specified with respect to any Debt Securities in
accordance with Section 3.01, with respect to any notice of redemption of Debt
Securities at the election of the Company, unless, upon the giving of such
notice, such Debt Securities shall be deemed to have been paid in accordance
with Section 7.01, such notice may state that such redemption shall be
conditional upon the receipt by the Paying Agent or Agents for such Debt
Securities, on or prior to the date fixed for such redemption, of money
sufficient to pay the principal of and premium, if any, and interest (including
Additional Interest), if any, on such Debt Securities and that if such money
shall not have been so received such notice shall be of no force or effect and
the Company shall not be required to redeem such Debt Securities. In the event
that such notice of redemption contains such a condition and such money is not
so received, the redemption shall not be made and within a reasonable time
thereafter notice shall be given, in the manner in which the notice of
redemption was given, that such money was not so received and such redemption
was not required to be made, and the Paying Agent or Agents for the Debt
Securities otherwise to have been redeemed shall promptly return to the Holders
thereof any of such Debt Securities which had been surrendered for payment upon
such redemption.

         Notice of redemption of Debt Securities to be redeemed at the election
of the Company, and any notice of non-satisfaction of a condition for redemption
as aforesaid, shall be given by the Company or, at the Company's request, by the
Debt Security Registrar in the name and at the expense of the Company. Notice of
mandatory redemption of Debt Securities shall be given by the Debt Security
Registrar in the name and at the expense of the Company.



                                       31
<PAGE>

SECTION 4.05 Debt Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, and the
conditions, if any, set forth in such notice having been satisfied, the Debt
Securities or portions thereof so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless, in the case of an unconditional notice of redemption,
the Company shall default in the payment of the Redemption Price and accrued
interest (including Additional Interest), if any) such Debt Securities or
portions thereof, if interest-bearing, shall cease to bear interest. Upon
surrender of any such Debt Security for redemption in accordance with such
notice, such Debt Security or portion thereof shall be paid by the Company at
the Redemption Price, together with accrued interest (including Additional
Interest), if any, to the Redemption Date; provided, however, that no such
surrender shall be a condition to such payment if so specified as contemplated
by Section 3.01 with respect to such Debt Security; and provided, further, that
except as otherwise specified as contemplated by Section 3.01 with respect to
such Debt Security, any installment of interest on any Debt Security the Stated
Maturity of which installment is on or prior to the Redemption Date shall be
payable to the Holder of such Debt Security, or one or more Predecessor Debt
Securities, registered as such at the close of business on the related Regular
Record Date according to the terms of such Debt Security and subject to the
provisions of Section 3.07.

SECTION 4.06 Debt Securities Redeemed in Part.

         Upon the surrender of any Debt Security which is to be redeemed only in
part at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Debt Security,
without service charge, a new Debt Security or Debt Securities of the same
series and Tranche, of any authorized denomination requested by such Holder and
of like tenor and in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Debt Security so surrendered.

                                    ARTICLE V

                                  SINKING FUNDS

SECTION 5.01 Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of the Debt Securities of any series, or any Tranche thereof,
except as otherwise specified as contemplated by Section 3.01 for Debt
Securities of such series or Tranche.

         The minimum amount of any sinking fund payment provided for by the
terms of Debt Securities of any series, or any Tranche thereof, 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 Debt Securities of any series,
or any Tranche thereof, is herein referred to as an "optional sinking fund
payment." If provided for by the terms of Debt Securities of any series, or any
Tranche thereof, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 5.02. Each sinking fund payment shall be
applied to the redemption of Debt



                                       32
<PAGE>

Securities of the series or Tranche in respect of which it was made as provided
for by the terms of such Debt Securities.

SECTION 5.02 Satisfaction of Sinking Fund Payments with Debt Securities.

         The Company (a) may deliver to the Trustee Outstanding Debt Securities
(other than any previously called for redemption) of a series or Tranche in
respect of which a mandatory sinking fund payment is to be made and (b) may
apply as a credit Debt Securities of such series or Tranche which have been
redeemed either at the election of the Company pursuant to the terms of such
Debt Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, in each case in
satisfaction of all or any part of such mandatory sinking fund payment;
provided, however, that no Debt Securities shall be applied in satisfaction of a
mandatory sinking fund payment if such Debt Securities shall have been
previously so applied. Debt Securities so applied shall be received and credited
for such purpose by the Trustee at the Redemption Price specified in such Debt
Securities for redemption through operation of the sinking fund and the amount
of such mandatory sinking fund payment shall be reduced accordingly.

SECTION 5.03 Redemption of Debt Securities for Sinking Fund.

         Not less than 45 days prior to each sinking fund payment date for the
Debt Securities of any series, or any Tranche thereof, the Company shall deliver
to the Trustee an Officer's Certificate specifying:

         (a) the amount of the next succeeding mandatory sinking fund payment
for such series or Tranche;

         (b) the amount, if any, of the optional sinking fund payment to be made
together with such mandatory sinking fund payment;

         (c) the aggregate sinking fund payment;

         (d) the portion, if any, of such aggregate sinking fund payment which
is to be satisfied by the payment of cash; and

         (e) the portion, if any, of such aggregate sinking fund payment which
is to be satisfied by delivering and crediting Debt Securities of such series or
Tranche pursuant to Section 5.02 and stating the basis for such credit and that
such Debt Securities have not previously been so credited, and the Company shall
also deliver to the Trustee any Debt Securities to be so delivered.

         If the Company shall not have delivered such Officer's Certificate and,
to the extent applicable, all such Debt Securities, on or prior to the 45th day
prior to such sinking fund payment date, the sinking fund payment for such
series or Tranche in respect of such sinking fund payment date shall be made
entirely in cash in the amount of the mandatory sinking fund payment. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Debt Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 4.03 and the Debt Security Registrar shall cause
notice of the redemption



                                       33
<PAGE>

thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 4.04. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Sections 4.05 and 4.06.

                                   ARTICLE VI

                                    COVENANTS

SECTION 6.01 Payment of Principal, Premium and Interest.

         The Company shall pay the principal of and premium, if any, and
interest (including Additional Interest), if any, on the Debt Securities of each
series in accordance with the terms of such Debt Securities and this Indenture.

SECTION 6.02 Maintenance of Office or Agency.

         The Company shall maintain in each Place of Payment for the Debt
Securities of each series, or any Tranche thereof, an office or agency where
payment of such Debt Securities shall be made, where the registration of
transfer or exchange of such Debt Securities may be effected and where notices
and demands to or upon the Company in respect of such Debt Securities and this
Indenture may be served. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of each such office or
agency and prompt notice to the Holders of any such change in the manner
specified in Section 1.06. If at any time the Company shall fail to maintain any
such required office or agency in respect of Debt Securities of any series, or
any Tranche thereof, or shall fail to furnish the Trustee with the address
thereof, payment of such Debt Securities shall be made, registration of transfer
or exchange thereof may be effected and notices and demands in respect thereof
may be served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent for all such purposes in any such
event.

         The Company may also from time to time designate one or more other
offices or agencies with respect to the Debt Securities of one or more series,
or any Tranche thereof, for any or all of the foregoing purposes and may from
time to time rescind such designations; provided, however, that, unless
otherwise specified as contemplated by Section 3.01 with respect to the Debt
Securities of such series or Tranche no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
for such purposes in each Place of Payment for such Debt Securities in
accordance with the requirements set forth above. The Company shall give prompt
written notice to the Trustee, and prompt notice to the Holders in the manner
specified in Section 1.06, of any such designation or rescission and of any
change in the location of any such other office or agency.

         Anything herein to the contrary notwithstanding, any office or agency
required by this Section may be maintained at an office of the Company, in which
event the Company shall perform all functions to be performed at such office or
agency.



                                       34
<PAGE>

SECTION 6.03 Money for Debt Securities Payments to be Held in Trust.

         If the Company shall at any time act as its own Paying Agent with
respect to the Debt Securities of any series, or any Tranche thereof, it shall,
on or before each due date of the principal of and premium, if any, and interest
(including Additional Interest), if any, on any of such Debt Securities,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and premium or interest (including
Additional Interest) so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided. The Company shall promptly
notify the Trustee of any failure by the Company (or any other obligor on such
Debt Securities) to make any payment of principal of or premium, if any, or
interest (including Additional Interest), if any, on such Debt Securities.

         Whenever the Company shall have one or more Paying Agents for the Debt
Securities of any series, or any Tranche thereof, it shall, on or before each
due date of the principal of and premium, if any, and interest (including
Additional Interest), if any, on such Debt Securities, deposit with such Paying
Agents sums sufficient (without duplication) to pay the principal and premium or
interest (including Additional Interest) so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
interest (including Additional Interest), and (unless such Paying Agent is the
Trustee) the Company shall promptly notify the Trustee of any failure by it so
to act.

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

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

         (b) give the Trustee notice of any failure by the Company (or any other
obligor upon such Debt Securities) to make any payment of principal of or
premium, if any, or interest (including Additional Interest), if any, on such
Debt Securities; and

         (c) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent and furnish to the Trustee such information as it
possesses regarding the names and addresses of the Persons entitled to such
sums.

         The Company may at any time pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent and, if so
stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article VII; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.



                                       35
<PAGE>

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of and premium, if
any, or interest (including Additional Interest), if any, on any Debt Security
and remaining unclaimed for two years after such principal and premium, if any,
or interest (including Additional Interest) has become due and payable shall be
paid to the Company on Company Request, or, if then held by the Company, shall
be discharged from such trust; and, upon such payment or discharge, the Holder
of such Debt Security shall, as an unsecured general creditor and not as a
Holder of an Outstanding Debt Security, look only to the Company for payment of
the amount so due and payable and remaining unpaid, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
payment to the Company, may at the expense of the Company cause to be mailed, on
one occasion only, notice to such Holder that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such mailing, any unclaimed balance of such money then remaining
will be paid to the Company.

SECTION 6.04 Corporate Existence.

         Subject to the rights of the Company under Article XI, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence under the law of its jurisdiction of
incorporation and all its rights (charter and statutory) thereunder; provided,
however, that the Company shall not be required to preserve any such right if
the Board of Directors of the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
that the loss thereof is not disadvantageous in any material respect to the
Holders of Debt Securities..

SECTION 6.05 Annual Officer's Certificate as to Compliance.

         Within 120 days after the end of each fiscal year of the Company ending
after the date hereof, the Company shall deliver to the Trustee an Officer's
Certificate which need not comply with Section 1.02, executed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, stating whether, to such officer's knowledge, the
Company is in compliance with all conditions and covenants under this Indenture,
such compliance to be determined without regard to any period of grace or
requirement of notice under this Indenture, and making any other statements as
may be required by the provisions of Section 314(a)(4) of the Trust Indenture
Act.

SECTION 6.06 Waiver of Certain Covenants.

         The Company[, subject to the rights of holders of Trust Preferred
Securities specified in Section 12.02,] may omit in any particular instance to
comply with any term, provision or condition set forth in (a) Section 6.02 or
any additional covenant or restriction specified with respect to the Debt
Securities of any series, or any Tranche thereof, as contemplated by Section
3.01 if before the time for such compliance the Holders of at least a majority
in aggregate principal amount of the Outstanding Debt Securities of all series
and Tranches with respect to which compliance with Section 6.02 or such
additional covenant or restriction is to be omitted, considered as one class,
shall, by Act of such Holders, either waive such compliance in such



                                       36
<PAGE>

instance or generally waive compliance with such term, provision or condition
and (b) Sections 6.04 or Article XI if before the time for such compliance the
Holders of at least a majority in principal amount of Debt Securities
Outstanding under this Indenture shall, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such term,
provision or condition; but, in the case of (a) or (b), no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

                                   ARTICLE VII

                           SATISFACTION AND DISCHARGE

SECTION 7.01 Satisfaction and Discharge of Debt Securities.

         Any Debt Security or Debt Securities, or any portion of the principal
amount thereof, shall be deemed to have been paid for all purposes of this
Indenture, and the entire indebtedness of the Company in respect thereof shall
be deemed to have been satisfied and discharged, if there shall have been
irrevocably deposited with the Trustee or any Paying Agent (other than the
Company), in trust:

         (a) money in an amount which shall be sufficient, or

         (b) in the case of a deposit made prior to the Maturity of such Debt
Securities or portions thereof, Eligible Obligations, which shall not contain
provisions permitting the redemption or other prepayment thereof at the option
of the issuer thereof, the principal of and the interest on which when due,
without any regard to reinvestment thereof, will provide moneys which, together
with the money, if any, deposited with or held by the Trustee or such Paying
Agent, shall be sufficient, or

         (c) a combination of (a) or (b) which shall be sufficient, to pay when
due the principal of and premium, if any, and interest (including Additional
Interest), if any, due and to become due on such Debt Securities or portions
thereof on or prior to Maturity; provided, however, that in the case of the
provision for payment or redemption of less than all the Debt Securities of any
series or Tranche, such Debt Securities or portions thereof shall have been
selected by the Trustee as provided herein and, in the case of a redemption, the
notice requisite to the validity of such redemption shall have been given or
irrevocable authority shall have been given by the Company to the Trustee to
give such notice, under arrangements satisfactory to the Trustee; and provided,
further, that the Company shall have delivered to the Trustee and such Paying
Agent:

                  (x) if such deposit shall have been made prior to the Maturity
         of such Debt Securities, a Company Order stating that the money and
         Eligible Obligations deposited in accordance with this Section shall be
         held in trust, as provided in Section 7.03;

                  (y) if Eligible Obligations shall have been deposited, an
         Opinion of Counsel that the obligations so deposited constitute
         Eligible Obligations and do not contain provisions permitting the
         redemption or other prepayment at the option of the issuer thereof, and
         an



                                       37
<PAGE>

         opinion of an independent public accountant of nationally recognized
         standing, selected by the Company, to the effect that the requirements
         set forth in clause (b) above have been satisfied; and

                  (z) if such deposit shall have been made prior to the Maturity
         of such Debt Securities, an Officer's Certificate stating the Company's
         intention that, upon delivery of such Officer's Certificate, its
         indebtedness in respect of such Debt Securities or portions thereof
         will have been satisfied and discharged as contemplated in this
         Section.

         If the Company shall make any deposit of money and/or Eligible
Obligations with respect to any Debt Securities, or any portion of the principal
amount thereof, as contemplated by this section, the Company shall not deliver
an Officer's Certificate described in clause (z) above unless the Company shall
also deliver to the Trustee, together with such Officer's Certificate, an
Opinion of Counsel to the effect that, as a result of a change in law occurring
after the date of this Indenture, the Holders of such Debt Securities, or
portions thereof, will not recognize income, gain or loss for United States
federal income tax purposes as a result of the satisfaction and discharge of the
Company's indebtedness in respect thereof and will be subject to United States
federal income tax on the same amounts, at the same times and in the same manner
as if such satisfaction and discharge had not been effected.

         Upon the deposit of money or Eligible Obligations, or both, in
accordance with this Section, together with the documents required by clauses
(x), (y) and (z) above, the Trustee shall, upon receipt of a Company Request,
acknowledge in writing that the Debt Security or Debt Securities or portions
thereof with respect to which such deposit was made are deemed to have been paid
for all purposes of this Indenture and that the entire indebtedness of the
Company in respect thereof has been satisfied and discharged as contemplated in
this Section. In the event that all of the conditions set forth in the first
paragraph of this Section shall have been satisfied in respect of any Debt
Securities or portions thereof except that, for any reason, the Officer's
Certificate specified in clause (z) shall not have been delivered, such Debt
Securities or portions thereof shall nevertheless be deemed to have been paid
for all purposes of this Indenture, and the Holders of such Debt Securities or
portions thereof shall nevertheless be no longer entitled to the benefits of
this Indenture or of any of the covenants of the Company under Article VI
(except the covenants contained in Sections 6.02 and 6.03) or any other
covenants made in respect of such Debt Securities or portions thereof as
contemplated by Section 3.01, but the indebtedness of the Company in respect of
such Debt Securities or portions thereof shall not be deemed to have been
satisfied and discharged prior to Maturity for any other purpose, and the
Holders of such Debt Securities or portions thereof shall continue to be
entitled to look to the Company for payment of the indebtedness represented
thereby; and, upon receipt of a Company Request, the Trustee shall acknowledge
in writing that such Debt Securities or portions thereof are deemed to have been
paid for all purposes of this Indenture.

         If payment at Stated Maturity of less than all of the Debt Securities
of any series, or any Tranche thereof, is to be provided for in the manner and
with the effect provided in this Section, the Trustee shall select such Debt
Securities, or portions of principal amount thereof, in the manner specified by
Section 4.03 for selection for redemption of less than all the Debt Securities
of a series or Tranche.



                                       38
<PAGE>

         In the event that Debt Securities which shall be deemed to have been
paid for purposes of this Indenture, and, if such is the case, in respect of
which the Company's indebtedness shall have been satisfied and discharged, all
as provided in this Section do not mature and are not to be redeemed within the
sixty (60) day period commencing with the date of the deposit of moneys or
Eligible Obligations, as aforesaid, the Company shall, as promptly as
practicable, give a notice, in the same manner as a notice of redemption with
respect to such Debt Securities, to the Holders of such Debt Securities to the
effect that such deposit has been made and the effect thereof.

         Notwithstanding that any Debt Securities shall be deemed to have been
paid for purposes of this Indenture, as aforesaid, the obligations of the
Company and the Trustee in respect of such Debt Securities under Sections 3.04,
3.05, 3.06, 4.04, 5.03 (as to notice of redemption), 6.02, 6.03, 9.07, 9.14 and
9.15 and this Article shall survive such satisfaction and discharge.

         The Company shall pay, and shall indemnify the Trustee or any Paying
Agent with which Eligible Obligations shall have been deposited as provided in
this Section against any tax, fee or other charge imposed on or assessed against
such Eligible Obligations or the principal or interest received in respect of
such Eligible Obligations, including, but not limited to, any such tax payable
by any entity deemed, for tax purposes, to have been created as a result of such
deposit.

         Anything herein to the contrary notwithstanding, (a) if, at any time
after a Debt Security would be deemed to have been paid for purposes of this
Indenture, and, if such is the case, the Company's indebtedness in respect
thereof would be deemed to have been satisfied or discharged, pursuant to this
Section (without regard to the provisions of this paragraph), the Trustee or any
Paying Agent, as the case may be, shall be required to return the money or
Eligible Obligations, or combination thereof, deposited with it as aforesaid to
the Company or its representative under any applicable Federal or State
bankruptcy, insolvency or other similar law, such Debt Security shall thereupon
be deemed retroactively not to have been paid and any satisfaction and discharge
of the Company's indebtedness in respect thereof shall retroactively be deemed
not to have been effected, and such Debt Security shall be deemed to remain
Outstanding and (b) any satisfaction and discharge of the Company's indebtedness
in respect of any Debt Security shall be subject to the provisions of the last
paragraph of Section 6.03.

SECTION 7.02 Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
(except as hereinafter expressly provided), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

         (a) no Debt Securities remain Outstanding hereunder; and

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

         provided, however, that if, in accordance with the last paragraph of
Section 7.01, any Debt Security, previously deemed to have been paid for
purposes of this Indenture, shall be deemed retroactively not to have been so
paid, this Indenture shall thereupon be deemed retroactively not to have been
satisfied and discharged, as aforesaid, and to remain in full force



                                       39
<PAGE>

and effect, and the Company shall execute and deliver such instruments as the
Trustee shall reasonably request to evidence and acknowledge the same.

         Notwithstanding the satisfaction and discharge of this Indenture as
aforesaid, the obligations of the Company and the Trustee under Sections 3.04,
3.05, 3.06, 4.04, 5.03 (as to notice of redemption), 6.02, 6.03, 9.07, 9.14 and
9.15 and this Article shall survive such satisfaction and discharge.

         Upon satisfaction and discharge of this Indenture as provided in this
Section, the Trustee shall assign, transfer and turn over to the Company,
subject to the lien provided by Section 9.07, any and all money, securities and
other property then held by the Trustee for the benefit of the Holders of the
Debt Securities other than money and Eligible Obligations held by the Trustee
pursuant to Section 7.03.

SECTION 7.03 Application of Trust Money.

         Neither the Eligible Obligations nor the money deposited pursuant to
Section 7.01, nor the principal or interest payments on any such Eligible
Obligations, shall be withdrawn or used for any purpose other than, and shall be
held in trust for, the payment of the principal of, and premium, if any, and
interest (including Additional Interest), if any, on, the Debt Securities or
portions of principal amount thereof in respect of which such deposit was made,
all subject, however, to the provisions of Section 6.03; provided, however,
that, so long as there shall not have occurred and be continuing an Event of
Default, or an event which, with the giving of notice or the passage of time,
would become an Event of Default, any cash received from such principal or
interest payments on such Eligible Obligations, if not then needed for such
purpose, shall, to the extent practicable, be invested in Eligible Obligations
of the type described in clause (b) in the first paragraph of Section 7.01
maturing at such times and in such amounts as shall be sufficient to pay when
due the principal of and premium, if any, and interest (including Additional
Interest), if any, due and to become due on such Debt Securities or portions
thereof on and prior to the Maturity thereof, and interest earned from such
reinvestment shall be paid over to the Company as received, free and clear of
any trust, lien or pledge under this Indenture except the lien provided by
Section 9.07; and provided, further, that, so long as there shall not have
occurred and be continuing an Event of Default, or an event which, with the
giving of notice or the passage of time, would become an Event of Default, any
moneys held in accordance with this Section on the Maturity of all such Debt
Securities in excess of the amount required to pay the principal of and premium,
if any, and interest (including Additional Interest), if any, then due on such
Debt Securities shall be paid over to the Company free and clear of any trust,
lien or pledge under this Indenture except the lien provided by Section 9.07;
and provided, further, that if an Event of Default, or an event which, with the
giving of notice or the passage of time, would become an Event of Default, shall
have occurred and be continuing, moneys to be paid over to the Company pursuant
to this Section shall be held until such Event of Default, or event which, with
the giving of notice or the passage of time, would become an Event of Default,
shall have been waived or cured. Money held by the Trustee under this Section
shall not be subject to the claims of the holders of Senior Indebtedness under
Article XV.



                                       40
<PAGE>

                                  ARTICLE VIII

                           EVENTS OF DEFAULT; REMEDIES

SECTION 8.01 Events of Default.

         "Event of Default", wherever used herein with respect to Debt
Securities of any series, means, except as otherwise specified pursuant to
Section 3.01, any one of the following events:

         (a) failure to pay interest (including Additional Interest), if any, on
any Debt Security of such series within thirty (30) days after the same becomes
due and payable (whether or not payment is prohibited by the provisions of
Article XV hereof); [provided, however, that a valid extension of the interest
payment period by the Company as contemplated in Section 3.12 of this Indenture
shall not constitute a failure to pay interest for this purpose]; or

         (b) failure to pay the principal of or premium, if any, on any Debt
Security of such series when due and payable (whether or not payment is
prohibited by the provisions of Article XV hereof; or

         (c) failure to perform or breach of any covenant or warranty of the
Company in this Indenture (other than a covenant or warranty a default in the
performance of which or breach of which is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of one or more series of Debt Securities other than such
series) for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee, or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Debt
Securities of such series, a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder, unless the Trustee, or the Trustee and the Holders of a
principal amount of Debt Securities of such series not less than the principal
amount of Debt Securities the Holders of which gave such notice, as the case may
be, shall agree in writing to an extension of such period prior to its
expiration; provided, however, that the Trustee, or the Trustee and the Holders
of such principal amount of Debt Securities of such series, as the case may be,
shall be deemed to have agreed to an extension of such period for a maximum of
one hundred twenty (120) days if corrective action is initiated by the Company
within such period and is being diligently pursued; or

         (d) the entry by a court having jurisdiction in the premises of (1) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or state bankruptcy, insolvency,
reorganization or other similar law or (2) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition by
one or more Persons other than the Company seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable
Federal or state law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official for the Company or for any
substantial part of its property, or ordering the winding up or liquidation of
its affairs, and any such decree or order for relief or any such other decree or
order shall have remained unstayed and in effect for a period of 90 consecutive
days; or



                                       41
<PAGE>

         (e) the commencement by the Company of a voluntary case or proceeding
under any applicable Federal or state bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company in case or proceeding under any applicable
Federal or state bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or state law, or the
consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or similar official of the Company or of any substantial part of its property,
or the making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts generally as they
become due, or the authorization of such action by the Board of Directors; or

         (f) [if applicable, failure by the Company to deliver the required
securities or other rights upon an appropriate conversion or exchange election
by Holders of the Debt Securities or the related Trust Preferred Securities; or

         (g) ]any other Event of Default specified with respect to Debt
Securities of such series.

SECTION 8.02 Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default due to the default in payment of principal of,
or premium, if any, or interest (including Additional Interest) on, any series
of Debt Securities or due to the default in the performance or breach of any
other covenant or warranty of the Company applicable to the Debt Securities of
such series but not applicable to all Outstanding Debt Securities shall have
occurred and be continuing, either the Trustee or the Holders of not less than
25% in principal amount of the Debt Securities of such series may then declare
the principal amount (or, if any of the Debt Securities of such series are
Discount Debt Securities, such portion of the principal amount as may be
specified in the terms thereof as contemplated by Section 3.01) of all Debt
Securities of such series and premium, if payment of any thereof be in default,
and interest (including Additional Interest) accrued thereon to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the Holders)[; provided that, in the case of the Debt Securities of
a series issued to a Trust, if, upon an Event of Default, the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Debt
Securities of such series fail to declare the principal of all the Outstanding
Debt Securities of such series to be immediately due and payable, the holders of
at least 25% in aggregate Liquidation Amount of the related series of Trust
Preferred Securities issued by such Trust then outstanding shall have the right
to make such declaration by notice in writing to the Company and the Trustee].
If an Event of Default due to default in the performance of any other of the
covenants or warranties herein applicable to all Outstanding Debt Securities or
an Event of Default specified in Section 8.01(d) or (e) shall have occurred and
be continuing, either the Trustee or the Holders of not less than 25% in
principal amount of all Debt Securities then Outstanding (considered as one
class), and not the Holders of the Debt Securities of any one of such series,
may declare the principal amount (or, if any of the Debt Securities are Discount
Debt Securities, such portion of the principal amount of such Debt Securities as
may be specified in the terms thereof as contemplated by Section 3.01) of all
Debt Securities and premium, if payment of any thereof be



                                       42
<PAGE>

in default, and interest accrued thereon to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by the Holders).
As a consequence of each such declaration (herein referred to as a declaration
of acceleration) with respect to Debt Securities of any series, the principal
amount (or portion thereof in the case of Discount Debt Securities) of such Debt
Securities, premium, if any, and interest (including Additional Interest)
accrued thereon shall become due and payable immediately (provided that the
payment of principal of, premium, if any, and interest (including Additional
Interest) on such Debt Securities shall remain subordinated to the extent
provided in Article XV hereof).

         With respect to a series of Debt Securities to which a credit
enhancement is applicable, the applicable supplemental indenture may provide
that the provider of such credit enhancement may, if default has occurred and is
continuing with respect to such series, have all or any part of the rights with
respect to remedies that would otherwise have been exercisable by the Holders of
Debt Securities of that series.

         At any time after such a declaration of acceleration with respect to
Debt Securities of any series shall have been made and before a judgment or
decree for payment of the money due shall have been obtained by the Trustee as
hereinafter in this Article provided, the Event or Events of Default giving rise
to such declaration of acceleration shall, without further act, be deemed to
have been waived, and such declaration and its consequences shall, without
further act, be deemed to have been rescinded and annulled, if

         (a) the Company shall have paid or deposited with the Trustee a sum
sufficient to pay

                  (1) all overdue interest on all Debt Securities of such
         series;

                  (2) the principal of and premium, if any, on any Debt
         Securities of such series which have become due otherwise than by such
         declaration of acceleration and interest and Additional Interest
         thereon at the rate or rates prescribed therefor in such Debt
         Securities;

                  (3) any accrued Additional Interest on all Debt Securities of
         such series;

                  (4) all amounts due to the Trustee under Section 9.07;

         and

         (b) any other Event or Events of Default with respect to Debt
Securities of such series, other than the non-payment of the principal of Debt
Securities of such series which shall have become due solely by such declaration
of acceleration, shall have been cured or waived as provided in Section 8.13.

         No such rescission shall affect any subsequent Event of Default or
impair any right consequent thereon.



                                       43
<PAGE>

SECTION 8.03 Collection of Indebtedness and Suits for Enforcement by Trustee.

         If an Event of Default described in clause (a) or (b) of Section 8.01
shall have occurred and be continuing, the Company shall, upon demand of the
Trustee, pay to it, for the benefit of the Holders of the Debt Securities of the
series with respect to which such Event of Default shall have occurred, the
whole amount then due and payable on such Debt Securities for principal and
premium, if any, and interest, if any, and, to the extent permitted by law, (i)
interest on premium, if any, (ii) interest on any overdue principal and (iii)
Additional Interest, at the rate or rates prescribed therefor in such Debt
Securities, and, in addition thereto, such further amount as shall be sufficient
to cover any amounts due to the Trustee under Section 9.07.

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

         If an Event of Default with respect to Debt Securities of any series
shall have occurred and be continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Debt
Securities of such series by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

SECTION 8.04 Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Debt
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Debt
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
on the Company for the payment of overdue principal or interest (including
Additional Interest)) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

         (a) to file and prove a claim for the whole amount of principal,
premium, if any, and interest (including Additional Interest), if any, owing and
unpaid in respect of the Debt Securities 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 amounts due to the Trustee under Section 9.07)
and of the Holders allowed in such judicial proceeding, and

         (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same, and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amounts due it under Section 9.07.



                                       44
<PAGE>

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

SECTION 8.05 Trustee May Enforce Claims Without Possession of Debt Securities.

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

SECTION 8.06 Application of Money Collected.

         Subject to the provisions of Article XV, any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or premium, if any, or interest (including
Additional Interest), if any, upon presentation of the Debt Securities in
respect of which or for the benefit of which such money shall have been
collected and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

         First: To the payment of all amounts due the Trustee under Section
9.07;

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

         Third: To the payment of the remainder, if any, to the Company, or as a
court of competent jurisdiction may direct in a final, non-appealable order.

SECTION 8.07 Limitation on Suits.

         No Holder shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:

         (a) such Holder shall have previously given written notice to the
Trustee of a continuing Event of Default with respect to the Debt Securities of
such series;

         (b) the Holders of not less than 25% in aggregate principal amount of
the Outstanding Debt Securities of all series in respect of which an Event of
Default shall have occurred and be continuing, considered as one class, shall
have made a written request to the Trustee to institute proceedings in respect
of such Event of Default in its own name as Trustee hereunder;



                                       45
<PAGE>

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

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

         (e) no direction inconsistent with such written request shall have been
given to the Trustee during such 60-day period by the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of all series in
respect of which an Event of Default shall have occurred and be continuing,
considered as one class;

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

SECTION 8.08 Unconditional Right of Holders to Receive Principal, Premium and
             Interest[; Direct Action by Holders of Trust Preferred Securities].

         Notwithstanding any other provision in this Indenture, the Holder of
any Debt Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and premium, if any, and (subject to Section
3.07 [and 3.12]) interest (including Additional Interest), if any, on such Debt
Security on the Stated Maturity or Maturities expressed in such Debt Security
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder. [In the case of Debt Securities of a series
originally issued to a Trust, any registered holder of the series of Trust
Preferred Securities issued by such Trust shall have the right, upon the
Occurrence of an Event of Default described in Section 8.01(a), 8.01(b) or
8.01(f) and an Event of Default has occurred and is continuing under the
applicable Trust Agreement, to institute a suit directly against the Company for
enforcement of Payment to such holder of principal of, premium, if any, and
(subject to Sections 3.07 and 3.12) interest (including Additional Interest), if
any, on the Debt Securities having a principal amount equal to the aggregate
Liquidation Amount of such Trust Preferred Securities held by such holder.]

SECTION 8.09 Restoration of Rights and Remedies.

         If the Trustee or any Holder [or any holder of Trust Preferred
Securities] has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding shall have been discontinued or abandoned for
any reason, or shall have been determined adversely to the Trustee or to such
Holder [or any holder of Trust Preferred Securities], then and in every such
case, subject to any determination in such proceeding, the Company, and Trustee
and such Holder [or any holder of Trust Preferred Securities] shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and such Holder [or any holder of Trust
Preferred Securities] shall continue as though no such proceeding had been
instituted.



                                       46
<PAGE>

SECTION 8.10 Rights and Remedies Cumulative.

         Except as otherwise provided in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 8.11 Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 8.12 Control by Holders of Debt Securities.

         If an Event of Default shall have occurred and be continuing in respect
of a series of Debt Securities, the Holders of a majority in principal amount of
the Outstanding Debt Securities of such series shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of such series; provided, however, that if an
Event of Default shall have occurred and be continuing with respect to more than
one series of Debt Securities, the Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of all such series, considered as one
class, shall have the right to make such direction, and not the Holders of the
Debt Securities of any one of such series; and provided, further, that

         (a) such direction shall not be in conflict with any rule of law or
with this Indenture, and could not involve the Trustee in personal liability in
circumstances where indemnity would not in the Trustee's reasonable discretion
be adequate, and

         (b) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction.

         Before proceeding to exercise any right or power hereunder at the
direction of such Holders, the Trustee shall be entitled to receive from such
Holders reasonable security or indemnity, against the costs, expenses and
liabilities which might be incurred by it in compliance with any such direction.

SECTION 8.13 Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
the Debt Securities of such series [and, in the case of any Debt Securities of a
series initially issued to a Trust, the holders of a majority in aggregate
Liquidation Amount of the Trust Preferred Securities issued by such Trust



                                       47
<PAGE>

may on behalf of the holders of all the Trust Preferred Securities issued by
such Trust,] waive any past default hereunder with respect to such series and
its consequences, except a default

         (a) in the payment of the principal of or premium, if any, or interest
(including Additional Interest), if any, on any Debt Security of such series, or

         (b) in respect of a covenant or provision hereof which under Section
12.02 cannot be modified or amended without the consent of the Holder of each
Outstanding Debt Security of such series affected.

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

SECTION 8.14 Undertaking for Costs.

         The Company and the Trustee agree, and each Holder 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
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Debt Securities of all series in respect of
which such suit may be brought, considered as one class, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
or premium, if any, or interest (including Additional Interest), if any, on any
Debt Security on or after the Stated Maturity or Maturities expressed in such
Debt Security (or, in the case of redemption, on or after the Redemption Date).

SECTION 8.15 Waiver of Stay or Extension Laws.

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



                                       48
<PAGE>

                                   ARTICLE IX

                                   THE TRUSTEE

SECTION 9.01 Certain Duties and Responsibilities.

         (a) The Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee in the Trust
Indenture Act, and no implied covenants or obligations shall be read into this
Indenture against the Trustee. For purposes of Sections 315(a) and 315(c) of the
Trust Indenture Act, the term "default" is hereby defined as an Event of Default
which has occurred and is continuing.

         (b) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default of which a Responsible
Officer of the Trustee has actual knowledge has occurred (which has not been
cured or waived), 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 such person's own affairs.

         (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that prior to the occurrence of an
Event of Default and after the curing or waiving of all Events of Default which
may have occurred:

                  (i) the duties and obligations of the Trustee 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
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Indenture; but, in the case of any such
         certificates or opinions that by any provision hereof are specifically
         required to be furnished to the Trustee, the Trustee shall be under a
         duty to examine the same to determine whether or not they conform to
         the requirements of this Indenture (but need not confirm or investigate
         the accuracy of any mathematical calculations or other facts stated
         therein).

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

         (e) The Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith, in accordance with the direction of the
Holders of Debt Securities pursuant to Section 8.12, 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.



                                       49
<PAGE>

         (f) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers.

         (g) Notwithstanding anything contained in this Indenture to the
contrary, the duties and responsibilities of the Trustee under this Indenture
shall be subject to the protections, exculpations and limitations on liability
afforded to the Trustee under the provisions of the Trust Indenture Act,
including those provisions of such Act deemed by such Act to be included herein.

         (h) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

SECTION 9.02 Notice of Defaults.

         The Trustee shall give the Holders notice of any default hereunder with
respect to the Debt Securities of any series to the Holders of Debt Securities
of such series of which it has knowledge (within the meaning of Section 9.03(h)
hereof) in the manner and to the extent required to do so by the Trust Indenture
Act, unless such default shall have been cured or waived; provided, however,
that in the case of any default of the character specified in Section 8.01(c),
no such notice to Holders shall be given until at least 60 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time, or both, would become, an
Event of Default.

SECTION 9.03 Certain Rights of Trustee.

         Subject to the provisions of Section 9.01 and to the applicable
provisions of the Trust Indenture Act:

         (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
(whether in its original or facsimile form) believed by it to be genuine and to
have been signed or presented by the proper party or parties;

         (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, or as otherwise
expressly provided herein, and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;

         (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officer's Certificate;

         (d) the Trustee may consult with counsel of its own selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in



                                       50
<PAGE>

respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;

         (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any Holder pursuant to this Indenture, unless such Holder shall have offered to
the Trustee reasonable security or indemnity satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction;

         (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, 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 (subject to applicable
legal requirements) be entitled to examine, during normal business hours, the
books, records and premises of the Company, personally or by agent or attorney
at the expense of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation;

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

         (h) the Trustee shall not be charged with knowledge of any default or
Event of Default with respect to the Debt Securities of any series for which it
is acting as Trustee unless either (1) a Responsible Officer of the Trustee
shall have actual knowledge of the default or Event of Default or (2) written
notice of such default or Event of Default (which shall state that such notice
is a "Notice of Default" or a "Notice of an Event of Default" hereunder, as the
case may be) shall have been given to a Responsible Officer of the Trustee by
the Company, any other obligor on such Debt Securities or by any Holder of such
Debt Securities.

SECTION 9.04 Not Responsible for Recitals or Issuance of Debt Securities.

         The recitals contained herein and in the Debt Securities (except the
Trustee's certificates of authentication) shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Debt Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Debt Securities or the proceeds thereof.

SECTION 9.05 May Hold Debt Securities.

         Each of the Trustee, any Authenticating Agent, any Paying Agent, any
Debt Security Registrar or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Debt Securities and,
subject to Sections 9.08 and 9.13, may otherwise deal with the Company with the
same rights it would have if it were not the Trustee, Authenticating Agent,
Paying Agent, Debt Security Registrar or such other agent.



                                       51
<PAGE>

SECTION 9.06 Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds, except to the extent required by law. The Trustee shall be
under no liability for interest on investment of any money received by it
hereunder except as expressly provided herein or otherwise agreed with, and for
the sole benefit of, the Company.

SECTION 9.07 Compensation and Reimbursement.

         The Company shall

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

         (b) except as otherwise expressly provided herein, reimburse the
Trustee upon its request for all expenses or disbursements reasonably incurred
or made by the Trustee in accordance with any provision of this Indenture,
including the costs of collection (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except to the extent that
any such expense or disbursement may be attributable to its own negligence,
willful misconduct or bad faith;

         (c) fully indemnify the Trustee and hold it harmless from and against
any and all losses, demands, claims, liabilities, causes of action or expenses
(including reasonable attorney's fees and expenses) incurred by it arising out
of or in connection with the acceptance or administration of the trust or trusts
hereunder or the performance of its duties hereunder (including the reasonable
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, demand, claim, liability, cause
of action or expense may be attributable to its own negligence, willful
misconduct or bad faith) and assume the defense of the Trustee with counsel
acceptable to the Trustee, unless the Trustee shall have been advised by counsel
that there may be a conflict or interest or one or more legal defenses available
to it which are different from or additional to those available to the Company
in which case the Trustee may employ, and the Company shall pay the fees and
expenses of, its own counsel[; and

         (d) pay all debts and obligations (other than with respect to the Trust
Preferred Securities and the Trust Common Securities) and all reasonable costs
and expenses of any Trust to which Debt Securities are originally issued
(including without limitation all reasonable costs and expenses relating to the
organization of such Trust, the fees and expenses of the trustees and all costs
and expenses relating to the operation of such Trust) and to pay any and all
taxes, duties, assessments or governmental charges of whatever nature (other
than withholding taxes) imposed on such Trust by the United States, or any
taxing authority, so that the net amounts received and retained by such Trust
and its Property Trustee after paying such expenses will be equal to the amounts
such Trust and its Property Trustee would have received had no such costs or
expenses been incurred by or imposed on such Trust; provided that (i) the
foregoing obligations of the Company pursuant to this clause (d) are for the
benefit of, and shall be enforceable by, any person to whom any such debts,
obligations, costs, expenses and taxes are owed (each, a



                                       52
<PAGE>

"Creditor") whether or not such Creditor has received notice thereof; (ii) any
such Creditor may enforce such obligations directly against the Company, and the
Company irrevocably waives any right or remedy to require that any such Creditor
take any action against such Trust or any other person before proceeding against
the Company; and (iii) the Company shall execute such additional agreements as
may be necessary or desirable to give full effect to the foregoing].

         As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Debt Securities upon
all property and funds held or collected by the Trustee as such other than
property and funds held in trust under Section 7.03 (except as otherwise
provided in Section 7.03). "Trustee" for purposes of this Section shall include
any predecessor Trustee; provided, however, that the negligence, willful
misconduct or bad faith of any Trustee hereunder shall not affect the rights of
any other Trustee hereunder.

         When a Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 8.01(d) or Section 8.01(e), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

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

SECTION 9.08 Disqualification; Conflicting Interests.

         If the Trustee shall have or acquire any conflicting interest within
the meaning of the Trust Indenture Act, it shall either eliminate such
conflicting interest or resign to the extent, in the manner and with the effect,
and subject to the conditions, provided in the Trust Indenture Act and this
Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to
the extent permitted thereby, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a Trustee under (i) this Indenture with
respect to Debt Securities of more than one series, (ii) the Indenture, between
the Company and the Trustee, dated as of March 1, 2002, or (iii) the Indenture,
among Devon Financing Corporation, U.L.C., the Company and the Trustee, dated as
of __________, 200_. [Each Guarantee with respect to a Trust shall be deemed to
be sufficiently described in this Indenture for the purposes of clause (i) of
the first proviso contained in Section 310(b) of the Trust Indenture Act.]

SECTION 9.09 Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be

         (a) a corporation organized and doing business under the laws of the
United States, any State or Territory thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal or State authority, or

         (b) if and to the extent permitted by the Commission by rule,
regulation or order upon application, a corporation or other Person organized
and doing business under the laws of a foreign government, authorized under such
laws to exercise corporate trust powers, having a



                                       53
<PAGE>

combined capital and surplus of at least $50,000,000 or the Dollar equivalent of
the applicable foreign currency and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees, and, in either case, qualified and eligible under
this Article and the Trust Indenture Act. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of such
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

SECTION 9.10 Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 9.11.

         (b) The Trustee may resign at any time with respect to the Debt
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 9.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition at
the expense of the Company any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Debt Securities of such
series.

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

         (d) If at any time:

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

                           (2) the Trustee shall cease to be eligible under
                  Section 9.09 and shall fail to resign after written request
                  therefor by the Company or by any Holder who has been a bona
                  fide Holder for at least six months, or

                           (3) the Trustee shall become incapable of acting or
                  shall be adjudged a bankrupt or insolvent or a receiver of the
                  Trustee or of its property shall be appointed or any public
                  officer shall take charge or control of the Trustee or of its
                  property or affairs for the purpose of rehabilitation,
                  conservation or liquidation, then, in any such case, (x) the
                  Company by a Board Resolution may remove the Trustee with
                  respect to all Debt Securities or (y) subject to Section 8.14,
                  any Holder who has been a bona fide Holder for at least six
                  months may, on behalf of himself and all others similarly
                  situated, petition any court of competent



                                       54
<PAGE>

                  jurisdiction for the removal of the Trustee with respect to
                  all Debt Securities and the appointment of a successor Trustee
                  or Trustees.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause
(other than as contemplated in clause (y) in subsection (d) of this Section),
with respect to the Debt Securities of one or more series, the Company, by a
Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Debt Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Debt Securities
of one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Debt Securities of any particular series) and
shall comply with the applicable requirements of Section 9.11. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Debt Securities of any series
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Debt Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
Section 9.11, become the successor Trustee with respect to the Debt Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Debt Securities of any
series shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 9.11, any Holder who has been a
bona fide Holder of a Debt Security of such series for at least six months may,
on behalf of itself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Debt Securities of such series.

         (f) So long as no event which is, or after notice or lapse of time, or
both, would become, an Event of Default shall have occurred and be continuing,
and except with respect to a Trustee appointed by Act of the Holders of a
majority in principal amount of the Outstanding Debt Securities pursuant to
subsection (e) of this Section, if the Company shall have delivered to the
Trustee (i) a Board Resolution appointing a successor Trustee, effective as of a
date specified therein, and (ii) an instrument of acceptance of such
appointment, effective as of such date, by such successor Trustee in accordance
with Section 9.11, the Trustee shall be deemed to have resigned as contemplated
in subsection (b) of this Section, the successor Trustee shall be deemed to have
been appointed by the Company pursuant to subsection (e) of this Section and
such appointment shall be deemed to have been accepted as contemplated in
Section 9.11, all as of such date, and all other provisions of this Section and
Section 9.11 shall be applicable to such resignation, appointment and acceptance
except to the extent inconsistent with this subsection (f).

         (g) The Company or, should the Company fail so to act promptly, the
successor Trustee, at the expense of the Company, shall give notice of each
resignation and each removal of the Trustee with respect to the Debt Securities
of any series and each appointment of a successor Trustee with respect to the
Debt Securities of any series by mailing written notice of such event by
first-class mail, postage prepaid, to all Holders of Debt Securities of such
series as their names and addresses appear in the Debt Security Register. Each
notice shall include the name of the successor Trustee with respect to the Debt
Securities of such series and the address of its corporate trust office.



                                       55
<PAGE>

SECTION 9.11 Acceptance of Appointment by Successor.

         (a) In case of the appointment hereunder of a successor Trustee with
respect to the Debt Securities of all series, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of all sums owed to it, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

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

         (c) Upon request of any such successor Trustee, the Company shall
execute any instruments which fully vest in and confirm to such successor
Trustee all such rights, powers and trusts referred to in subsection (a) or (b)
of this Section, as the case may be.

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



                                       56
<PAGE>

SECTION 9.12 Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Debt Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Debt Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Debt
Securities.

SECTION 9.13 Preferential Collection of Claims Against Company.

         If the Trustee shall be or become a creditor of the Company or any
other obligor upon the Debt Securities (other than by reason of a relationship
described in Section 311(b) of the Trust Indenture Act), the Trustee shall be
subject to any and all applicable provisions of the Trust Indenture Act
regarding the collection of claims against the Company or such other obligor.

SECTION 9.14 Co-trustees and Separate Trustees.

         At any time or times, for the purpose of meeting the legal requirements
of any applicable jurisdiction, the Company and the Trustee shall have power to
appoint, and, upon the written request of the Trustee or of the Holders of at
least thirty-three per centum (33%) in principal amount of the Debt Securities
then Outstanding, the Company shall for such purpose join with the Trustee in
the execution and delivery of all instruments and agreements necessary or proper
to appoint, one or more Persons approved by the Trustee either to act as
co-trustee, jointly with the Trustee, or to act as separate trustee, in either
case with such powers as may be provided in the instrument of appointment, and
to vest in such Person or Persons, in the capacity aforesaid, any property,
title, right or power deemed necessary or desirable, subject to the other
provisions of this Section. If the Company does not join in such appointment
within 15 days after the receipt by it of a request so to do, or if an Event of
Default shall have occurred and be continuing, the Trustee alone shall have
power to make such appointment.

         Should any written instrument or instruments from the Company be
required by any co-trustee or separate trustee so appointed to more fully
confirm to such co-trustee or separate trustee such property, title, right or
power, any and all such instruments shall, on request, be executed, acknowledged
and delivered by the Company.

         Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following conditions:

         (a) the Debt Securities shall be authenticated and delivered, and all
rights, powers, duties and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustee hereunder, shall be exercised solely, by
the Trustee;



                                       57
<PAGE>

         (b) the rights, powers, duties and obligations hereby conferred or
imposed upon the Trustee in respect of any property covered by such appointment
shall be conferred or imposed upon and exercised or performed either by the
Trustee or by the Trustee and such co-trustee or separate trustee jointly, as
shall be provided in the instrument appointing such co- trustee or separate
trustee, except to the extent that under any law of any jurisdiction in which
any particular act is to be performed, the Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee;

         (c) the Trustee at any time, by an instrument in writing executed by
it, with the concurrence of the Company, may accept the resignation of or remove
any co-trustee or separate trustee appointed under this Section, and, if an
Event of Default shall have occurred and be continuing, the Trustee shall have
power to accept the resignation of, or remove, any such co-trustee or separate
trustee without the concurrence of the Company. Upon the written request of the
Trustee, the Company shall join with the Trustee in the execution and delivery
of all instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee or separate trustee so
resigned or removed may be appointed in the manner provided in this Section;

         (d) no co-trustee or separate trustee hereunder shall be personally
liable by reason of any act or omission of the Trustee, or any other such
trustee hereunder; and

         (e) any Act of Holders delivered to the Trustee shall be deemed to have
been delivered to each such co-trustee and separate trustee.

SECTION 9.15 Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to the Debt Securities of one or more series, or any Tranche thereof, which
shall be authorized to act on behalf of the Trustee to authenticate Debt
Securities of such series or Tranche issued upon original issuance, exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.06, and Debt 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 Debt Securities by the Trustee
or the Trustee's certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States, any State or territory
thereof or the District of Columbia or the Commonwealth of Puerto Rico,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of



                                       58
<PAGE>

this Section, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section.

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

         An Authenticating Agent may resign at any time by giving 45 days
written notice thereof to the Trustee and to the Company. 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 Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

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

         The provisions of Sections 3.08, 9.04 and 9.05 shall be applicable to
each Authenticating Agent.

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



                                       59
<PAGE>

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

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

                         By
                            --------------------------
                                   As Trustee

                         By
                            --------------------------
                             As Authenticating Agent

                         By
                            --------------------------
                              Authorized Signatory

         If all of the Debt Securities of a series may not be originally issued
at one time, and if the Trustee does not have an office capable of
authenticating Debt Securities upon original issuance located in a Place of
Payment where the Company wishes to have Debt Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the
Company in writing (which writing need not comply with Section 1.02 and need not
be accompanied by an Opinion of Counsel), shall appoint, in accordance with this
Section and in accordance with such procedures as shall be acceptable to the
Trustee, an Authenticating Agent having an office in a Place of Payment
designated by the Company with respect to such series of Debt Securities.

                                    ARTICLE X

                           HOLDERS' LISTS AND REPORTS
                             BY TRUSTEE AND COMPANY

SECTION 10.01 Lists of Holders.

         Semiannually, not later than April 1 and October 1 in each year,
commencing with the year 200_, and at such other times as the Trustee may
request in writing, the Company shall furnish or cause to be furnished to the
Trustee information as to the names and addresses of the Holders, and the
Trustee shall preserve such information and similar information received by it
in any other capacity and afford to the Holders access to information so
preserved by it, all to such extent, if any, and in such manner as shall be
required by the Trust Indenture Act; provided, however, that no such list need
be furnished so long as the Trustee shall be the Debt Security Registrar. Every
holder of Debt Securities by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders of Debt Securities
in accordance with Section 312 of the Trust Indenture Act, or any successor
section of such Act, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 312(b) of the Trustee
Indenture Act, or any successor section of such Act.



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<PAGE>

SECTION 10.02 Reports by Trustee and Company.

         Annually, not later than May 15 in each year, commencing May 15, 20__,
the Trustee shall transmit to the Holders, the Commission and each securities
exchange upon which any Debt Securities are listed, a report, dated as each May
15, with respect to any events and other matters described in Section 313(a) of
the Trust Indenture Act, in such manner and to the extent required by the Trust
Indenture Act. The Trustee shall transmit to the Holders, the Commission and
each securities exchange upon which any Debt Securities are listed, and the
Company shall file with the Trustee (within sixty (60) days after filing with
the Commission in the case of reports which pursuant to the Trust Indenture Act
must be filed with the Commission and furnished to the Trustee) and transmit to
the Holders, such other information, reports and other documents, if any, at
such times and in such manner, as shall be required by the Trust Indenture Act.
Delivery of such reports, information and documents by the Company 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 Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer's Certificates).

         The Company shall notify the Trustee of the listing of any Debt
Securities on any securities exchange.

                                   ARTICLE XI

                             CONSOLIDATION, MERGER,
                          CONVEYANCE OR OTHER TRANSFER

SECTION 11.01 Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not consolidate with or merge into any other
corporation, or convey or otherwise transfer or lease its properties and assets
substantially as an entirety to any Person, unless

         (a) the corporation formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety shall be a Person organized and existing under the laws of the United
States, any State thereof or the District of Columbia, and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of, and premium, if any, and interest (including Additional
Interest), if any, on all Outstanding Debt Securities and the performance of
every covenant of this Indenture on the part of the Company to be performed or
observed;

         (b) immediately after giving effect to such transaction and treating
any indebtedness for money borrowed which becomes an obligation of the Company
as a result of such transaction as having been incurred by the Company at the
time of such transaction, no Event of Default, and no event which, after notice
or lapse of time or both, would become an Event of Default, shall have occurred
and be continuing; and



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<PAGE>

         (c) the Company shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, or other transfer or lease and such supplemental indenture
comply with this Article and that all conditions precedent herein provided for
relating to such transactions have been complied with.

SECTION 11.02 Successor Corporation Substituted.

         Upon any consolidation by the Company with or merger by the Company
into any other corporation or any conveyance, or other transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 11.01, the successor corporation formed by such consolidation or
into which the Company is merged or the Person to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the Debt
Securities Outstanding hereunder.

                                   ARTICLE XII

                             SUPPLEMENTAL INDENTURES

SECTION 12.01 Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders, the Company and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

         (a) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company herein and in
the Debt Securities, all as provided in Article XI; or

         (b) to add one or more covenants of the Company or other provisions for
the benefit of all Holders or for the benefit of the Holders of, or to remain in
effect only so long as there shall be Outstanding Debt Securities, of one or
more specified series, or one or more specified Tranches thereof, or to
surrender any right or power herein conferred upon the Company; or

         (c) to add any additional Events of Default with respect to all or any
series of Debt Securities Outstanding hereunder; or (d) to change or eliminate
any provision of this Indenture or to add any new provision to this Indenture;
provided, however, that if such change, elimination or addition shall adversely
affect the interests of the Holders of Debt Securities of any series or Tranche
Outstanding on the date of such indenture supplemental hereto in any material
respect, such change, elimination or addition shall become effective with
respect to such series or Tranche only pursuant to the provisions of Section
12.02 hereof or when no Debt Security of such series or Tranche remains
Outstanding; or

         (e) to provide collateral security for the Debt Securities; or



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<PAGE>

         (f) to establish the form or terms of Debt Securities of any series or
Tranche as contemplated by Sections 2.01 and 3.01; or

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

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

         (i) to provide for the procedures required to permit the Company to
utilize, at its option, a non-certificated system of registration for all, or
any series or Tranche of, the Debt Securities; or to provide for the
authentication and delivery of bearer securities and coupons appertaining
thereto representing interest, if any, thereon and for the procedures for the
registration, exchange and replacement thereof and for the giving of notice to,
and the solicitation of the vote or consent of, the holders thereof, and for any
and all other matters incidental thereto; or

         (j) to change any place or places where (1) the principal of and
premium, if any, and interest (including Additional Interest), if any, on all or
any series of Debt Securities, or any Tranche thereof, shall be payable, (2) all
or any series of Debt Securities, or any Tranche thereof, may be surrendered for
registration of transfer, (3) all or any series of Debt Securities, or any
Tranche thereof, may be surrendered for exchange and (4) notices and demands to
or upon the Company in respect of all or any series of Debt Securities, or any
Tranche thereof, and this Indenture may be served; or

         (k) to cure any ambiguity or to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein;
provided that no such changes or additions shall adversely affect the interests
of the Holders of Debt Securities of any series or Tranche in any material
respect [or, in the case of the Debt Securities of a series issued to a Trust
and for so long as any of the corresponding series of Trust Preferred Securities
issued by such Trust shall remain outstanding, the holders of such Trust
Preferred Securities].

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

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



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<PAGE>

         the consent of any Holders, enter into an indenture supplemental hereto
         to effect or evidence such changes or additional provisions; or

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

SECTION 12.02 Supplemental Indentures With Consent of Holders.

         With the consent of the Holders of not less than a majority in
aggregate principal amount of the Debt Securities of all series then Outstanding
under this Indenture, considered as one class, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture; provided,
however, that if there shall be Debt Securities of more than one series
Outstanding hereunder and if a proposed supplemental indenture shall directly
affect the rights of the Holders of Debt Securities of one or more, but less
than all, of such series, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of all series so
directly affected, considered as one class, shall be required; and provided,
further, that if the Debt Securities of any series shall have been issued in
more than one Tranche and if the proposed supplemental indenture shall directly
affect the rights of the Holders of Debt Securities of one or more, but less
than all, of such Tranches, then the consent only of the Holders of a majority
in aggregate principal amount of the Outstanding Debt Securities of all Tranches
so directly affected, considered as one class, shall be required; and provided,
further, that no such supplemental indenture shall:

         (a) change the Stated Maturity of the principal of, or any installment
of principal of or interest (including Additional Interest) on [(except as
provided in Section 3.12 hereof)] any Debt Security, or reduce the principal
amount thereof or the rate of interest thereon (or the amount of any installment
of interest thereon) or change the method of calculating such rate or reduce any
premium payable upon the redemption thereof, or reduce the amount of the
principal of a Discount Debt Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 8.02, or
change the coin or currency (or other property), in which any Debt Security or
any premium or the interest (including any Additional Interest) thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity of any Debt Security (or, in the case of
redemption, on or after the Redemption Date), without, in any such case, the
consent of the Holder of such Debt Security, or

         (b) reduce the percentage in principal amount of the Outstanding Debt
Securities of any series or any Tranche thereof, the consent of the Holders of
which is required for any such supplemental indenture, or the consent of the
Holders of which is required for any waiver of compliance with any provision of
this Indenture or of any default hereunder and its consequences, or reduce the
requirements of Section 13.04 for quorum or voting, without, in any



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<PAGE>

such case, the consent of the Holders of each Outstanding Debt Security of such
series or Tranche, or

         (c) modify any of the provisions of this Section, Section 6.06 or
Section 8.13 with respect to the Debt Securities of any series, or any Tranche
thereof (except to increase the percentages in principal amount referred to in
this Section or such other Sections or to provide that other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Debt Security affected thereby); provided, however, that this clause
shall not be deemed to require the consent of any Holder with respect to changes
in the references to "the Trustee" and concomitant changes in this Section, or
the deletion of this proviso, in accordance with the requirements of Sections
9.11(b), 9.14 and 12.01(h)[;

provided, further, that, in the case of the Debt Securities of a series
originally issued to a Trust, so long as any of the corresponding series of
Trust Preferred Securities issued by such Trust remains outstanding, (i) no such
amendment shall be made that adversely affects the holders of such Trust
Preferred Securities in any material respect, and no termination of this
Indenture shall occur, and no waiver of any Event of Default or compliance with
any covenant under this Indenture shall be effective, without the prior consent
of the holders of at least a majority of the aggregate Liquidation Amount of
such Trust Preferred Securities then outstanding unless and until the principal
of (and premium, if any, on) the Debt Securities of such series and all accrued
and (subject to Section 3.07) unpaid interest (including any Additional
Interest) thereon have been paid in full or provision therefor shall have been
made in accordance with Article VII, and (ii) no amendment shall be made to
Section 8.08 of this Indenture that would impair the rights of the holders of
Trust Preferred Securities issued by a Trust provided therein without the prior
consent of the holders of each such Trust Preferred Security then outstanding
unless and until the principal of (and premium, if any, on) the Debt Securities
of such series and all accrued and (subject to Section 3.07) unpaid interest
(including any Additional Interest) thereon have been paid in full or provision
therefor shall have been made in accordance with Article VII.]

         A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Debt Securities, or of one or
more Tranches thereof, [or any corresponding series of Trust Preferred
Securities of a Trust that holds the Debt Securities of any series,] or that
modifies the rights of the Holders of Debt Securities of such series or Tranches
[or holders of such Trust Preferred Securities of such corresponding series]
with respect to such covenant or other provision, shall be deemed not to affect
the rights under this Indenture of the Holders of Debt Securities of any other
series or Tranche [or holders of Trust Preferred Securities of any other such
corresponding series].

         Upon the request of the Company, accompanied by a copy of the Board
Resolution authorizing the execution of any such supplemental indenture,
compliance by the Company with Section 12.03 hereof, and the filing with the
Trustee of evidence of the consent of the Holders of the Debt Securities
required hereunder with respect to the proposed supplemental indenture, the
Trustee shall join with the Company in the execution of such supplemental
indenture unless the 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.



                                       65
<PAGE>

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof. A waiver by a
Holder of such Holder's right to consent under this Section shall be deemed to
be a consent of such Holder.

SECTION 12.03 Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be provided with, and
(subject to Section 9.01) shall be fully protected in relying upon an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture.

SECTION 12.04 Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Debt Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby. Any supplemental indenture permitted by this
Article may restate this Indenture in its entirety, and, upon the execution and
delivery thereof, any such restatement shall supersede this Indenture as
theretofore in effect for all purposes.

SECTION 12.05 Conformity With Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 12.06 Reference in Debt Securities to Supplemental Indentures.

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

SECTION 12.07 Modification Without Supplemental Indenture.

         If the terms of any particular series of Debt Securities shall have
been established in a Board Resolution or an Officer's Certificate pursuant to a
Board Resolution as contemplated by Section 3.01, and not in an indenture
supplemental hereto, additions to, changes in or the elimination of any of such
terms may be effected by means of a supplemental Board Resolution or Officer's
Certificate, as the case may be, delivered to, and accepted by, the Trustee;
provided, however, that such supplemental Board Resolution or Officer's
Certificate shall not be accepted by the Trustee or otherwise be effective
unless all conditions set forth in this Indenture which



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<PAGE>

would be required to be satisfied if such additions, changes or elimination were
contained in a supplemental indenture shall have been appropriately satisfied.
Upon the acceptance thereof by the Trustee, any such supplemental Board
Resolution or Officer's Certificate shall be deemed to be a "supplemental
indenture" for purposes of Section 12.04 and 12.06.

SECTION 12.08 Execution of Supplemental Indentures.

         The Trustee may, but shall not be obligated to, enter into any
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                                  ARTICLE XIII

                   MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

SECTION 13.01 Purposes for Which Meetings May be Called.

         A meeting of Holders of Debt Securities of one or more, or all, series,
or any Tranche or Tranches thereof, may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Debt Securities of such
series or Tranches.

SECTION 13.02 Call, Notice and Place of Meetings.

         (a) The Trustee may at any time call a meeting of Holders of Debt
Securities of one or more, or all, series, or any Tranche or Tranches thereof,
for any purpose specified in Section 13.01, to be held at such time and at such
place __________________________, as the Trustee shall determine, or, with the
approval of the Company, at any other place. Notice of every such meeting,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 1.06, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

         (b) If the Trustee shall have been requested to call a meeting of the
Holders of Debt Securities of one or more, or all, series, or any Tranche or
Tranches thereof, by the Company or by the Holders of 33% in aggregate principal
amount of all of such series and Tranches, considered as one class, for any
purpose specified in Section 13.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have given the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Debt Securities
of such series and Tranches in the amount above specified, as the case may be,
may determine the time and the place in the _________________________________,
or in such other place as shall be determined or approved by the Company, for
such meeting and may call such meeting for such purposes by giving notice
thereof as provided in subsection (a) of this Section.

         (c) Any meeting of Holders of Debt Securities of one or more, or all,
series, or any Tranche or Tranches thereof, shall be valid without notice if the
Holders of all Outstanding Debt Securities of such series or Tranches are
present in person or by proxy and if representatives of



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<PAGE>

the Company and the Trustee are present, or if notice is waived in writing
before or after the meeting by the Holders of all Outstanding Debt Securities of
such series, or by such of them as are not present at the meeting in person or
by proxy, and by the Company and the Trustee.

SECTION 13.03 Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders of Debt Securities of
one or more, or all, series, or any Tranche or Tranches thereof, a Person shall
be (a) a Holder of one or more Outstanding Debt Securities of such series or
Tranches, or (b) a Person appointed by an instrument in writing as proxy for a
Holder or Holders of one or more Outstanding Debt Securities of such series or
Tranches by such Holder or Holders. The only Persons who shall be entitled to
attend any meeting of Holders of Debt Securities of any series or Tranche shall
be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

SECTION 13.04 Quorum; Action.

         The Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Debt Securities of the series and Tranches with respect to
which a meeting shall have been called as hereinbefore provided, considered as
one class, shall constitute a quorum for a meeting of Holders of Debt Securities
of such series and Tranches; provided, however, that if any action is to be
taken at such meeting which this Indenture expressly provides may be taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Debt Securities of such series and Tranches,
considered as one class, the Persons entitled to vote such specified percentage
in principal amount of the Outstanding Debt Securities of such series and
Tranches, considered as one class, shall constitute a quorum. In the absence of
a quorum within one hour of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Debt Securities of such series
and Tranches, be dissolved. In any other case the meeting may be adjourned for
such period as may be determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for such period as may
be determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Except as provided by Section 13.05(e), notice of the
reconvening of any meeting adjourned for more than 30 days shall be given as
provided in Section 13.02(a) not less than ten days prior to the date on which
the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Debt Securities of such series and
Tranches which shall constitute a quorum.

         Except as limited by Section 12.02, any resolution presented to a
meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of the
series and Tranches with respect to which such meeting shall have been called,
considered as one class; provided, however, that, except as so limited, any
resolution with respect to any action which this Indenture expressly provides
may be taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Debt Securities of such series
and Tranches, considered as one class, may be adopted at a meeting or



                                       68
<PAGE>

an adjourned meeting duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified percentage in
principal amount of the Outstanding Debt Securities of such series and Tranches,
considered as one class.

         Any resolution passed or decision taken at any meeting of Holders of
Debt Securities duly held in accordance with this Section shall be binding on
all the Holders of Debt Securities of the series and Tranches with respect to
which such meeting shall have been held, whether or not present or represented
at the meeting.

SECTION 13.05 Attendance at Meetings; Determination of Voting Rights; Conduct
              and Adjournment of Meetings.

         (a) Attendance at meetings of Holders of Debt Securities may be in
person or by proxy; and, to the extent permitted by law, any such proxy shall
remain in effect and be binding upon any future Holder of the Debt Securities
with respect to which it was given unless and until specifically revoked by the
Holder or future Holder of such Debt Securities before being voted.

         (b) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Debt Securities in regard to proof of the holding of such Debt
Securities and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of Debt
Securities shall be proved in the manner specified in Section 1.04 and the
appointment of any proxy shall be proved in the manner specified in Section
1.04. Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 1.04 or other proof.

         (c) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders as provided in Section 13.02(b), in which case the Company
or the Holders of Debt Securities of the series and Tranches calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Debt Securities of all series and Tranches represented at the
meeting, considered as one class.

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

         (e) Any meeting duly called pursuant to Section 13.02 at which a quorum
is present may be adjourned from time to time by Persons entitled to vote a
majority in aggregate principal



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<PAGE>

amount of the Outstanding Debt Securities of all series and Tranches represented
at the meeting, considered as one class; and the meeting may be held as so
adjourned without further notice.

SECTION 13.06 Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders shall
be by written ballots on which shall be subscribed the signatures of the Holders
or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Debt Securities, of the series and Tranches with
respect to which the meeting shall have been called, held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports of all votes cast at the meeting. A record of the
proceedings of each meeting of Holders shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was given as provided in Section 13.02
and, if applicable, Section 13.04. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

SECTION 13.07 Action Without Meeting.

         In lieu of a vote of Holders at a meeting as hereinbefore contemplated
in this Article, any request, demand, authorization, direction, notice, consent,
waiver or other action may be made, given or taken by Holders by written
instruments as provided in Section 1.04.

                                   ARTICLE XIV

                           IMMUNITY OF INCORPORATORS,
                      STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 14.01 Liability Solely Corporate.

         No recourse shall be had for the payment of the principal of or
premium, if any, or interest (including Additional Interest), if any, on any
Debt Securities, or any part thereof, or for any claim based thereon or
otherwise in respect thereof, or of the indebtedness represented thereby, or
upon any obligation, covenant or agreement under this Indenture, against any
incorporator, stockholder, officer or director, as such, past, present or future
of the Company or of any predecessor or successor corporation (either directly
or through the Company or a predecessor or successor corporation), whether by
virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed
and understood that this Indenture and all the Debt Securities are solely
corporate obligations, and that no personal liability whatsoever shall attach
to, or be incurred by, any incorporator, stockholder, officer or director, past,
present or future, of the Company or of any predecessor or successor
corporation, either directly or indirectly through the Company or



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any predecessor or successor corporation, because of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Debt Securities or to be
implied herefrom or therefrom, and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of this Indenture and the issuance of the Debt
Securities.

                                   ARTICLE XV

                           SUBORDINATION OF SECURITIES

SECTION 15.01 Securities Subordinate to Senior Indebtedness.

         The Company, for itself, its successors and assigns, covenants and
agrees, and each Holder of the Debt Securities of each series, by its acceptance
thereof, likewise covenants and agrees, that the payment of the principal of and
premium, if any, and interest (including Additional Interest), if any, on each
and all of the Debt Securities of any series which by their terms established
pursuant to Sections 2.01 and 3.01 are made subject to this Article XV is hereby
expressly subordinated, to the extent and in the manner set forth in this
Article, in right of payment to the prior payment in full of all Senior
Indebtedness.

         Each Holder of the Debt Securities of such series, by its acceptance
thereof, authorizes and directs the Trustee on its behalf to take such action as
may be necessary or appropriate to effectuate the subordination as provided in
this Article, and appoints the Trustee its attorney-in-fact for any and all such
purposes.

         Without limiting the generality of the foregoing, nothing contained in
this Article shall restrict the right of the Trustee or the Holders of
Securities to take any action to declare the Debt Securities to be due and
payable prior to their stated maturity pursuant to Section 8.02 or to pursue any
rights or remedies hereunder; provided, however, that all Senior Indebtedness
then due and payable shall first be paid in full before the Holders of the Debt
Securities or the Trustee are entitled to receive any direct or indirect payment
from the Company of principal of, or premium, if any, or interest (including any
Additional Interest) on the Debt Securities.

SECTION 15.02 Payment Over of Proceeds Upon Dissolution, Etc..

         Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
of the Company shall first be paid in full; or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company,
on account of the principal (and premium, if any) or interest on the Debt
Securities of such series; and upon any such dissolution or winding-up or
liquidation or reorganization; any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the Holders of the Debt Securities of such series or the
Trustee would be entitled to receive from the Company, except for the provisions
of this Article, shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidation trustee, agent or other



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Person making such payment or distribution, or by the Holders of the Debt
Securities of such series or by the Trustee under the Indenture if received by
them or it, directly to the holders of Senior Indebtedness of the Company (pro
rata to such holders on the basis of the respective amounts of Senior
Indebtedness held by such holders, as calculated by the Company) or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent
necessary to pay such Senior Indebtedness in full, in money or money's worth,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness, before any payment or distribution is made
to the Holders of the Debt Securities of such series or to the Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Indebtedness of the Company is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, and their respective interests may appear, as calculated
by the Company, for application to the payment of all Senior Indebtedness of the
Company, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Indebtedness in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of such Senior Indebtedness.

         For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment which are subordinated
in right of payment to all Senior Indebtedness which may at the time be
outstanding to substantially the same extent as, or to a greater extent than,
the Debt Securities of such series are so subordinated as provided in this
Article. The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following
the conveyance or transfer of its properties and assets substantially as an
entirety to another Person upon the terms and conditions set forth in Article XI
shall not be deemed a dissolution, winding up, liquidation, reorganization,
assignment for the benefit of creditors or marshalling of assets and liabilities
of the Company for the purposes of this Section if the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer such properties and assets substantially as an
entirety, as the case may be, shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions set forth in Article XI.

SECTION 15.03 Prior Payment to Senior Indebtedness Upon Acceleration of Debt
              Securities of Such Series.

         In the event that any Debt Securities of such series are declared due
and payable before their Stated Maturity, then and in such event the holders of
Senior Indebtedness shall be entitled to receive payment in full of all amounts
due or to become due on or in respect of all Senior Indebtedness or provision
shall be made for such payment in cash, before the Holders of the



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Debt Securities of such series are entitled to receive any payment (including
any payment which may be payable by reason of the payment of any other
indebtedness of the Company being subordinated to the payment of the Debt
Securities of such series) by the Company on account of the principal of (or
premium, if any) or interest on the Debt Securities of such series or on account
of the purchase or other acquisition of Debt Securities of such series;
provided, however, that nothing in this Section shall prevent the satisfaction
of any sinking fund payment in accordance with Article V by delivering and
crediting pursuant to Section 5.02 Debt Securities of such series which have
been acquired (upon redemption or otherwise) prior to such declaration of
acceleration or which have been converted.

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Debt Securities prohibited
by the foregoing provisions of this Section, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

SECTION 15.04 No Payment When Senior Indebtedness in Default.

         No direct or indirect payment by or on behalf of the Company of
principal of or any premium or interest on or Additional Amounts with respect to
the Debt Securities of such series, whether pursuant to the terms of the
Securities or upon acceleration or otherwise, shall be made if, at the time of
such payment, there exists (a) a default in the payment of all or any portion of
any Senior Indebtedness and the Trustee has received written notice thereof from
the Company, from holders of Senior Indebtedness or from any trustee,
representative or agent therefor, or (b) any other default affecting Senior
Indebtedness as a result of which the maturity of Senior Indebtedness has been
accelerated and the Trustee has received written notice from the Company, from
holders of Senior Indebtedness or from any trustee, representative or agent
therefor, and such default shall not have been cured or waived by or on behalf
of the holders of such Senior Indebtedness.

         In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 15.04 such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent
that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on the Senior Indebtedness and
only the amounts specified in such notice to the Trustee shall be paid to the
holders of Senior Indebtedness.

SECTION 15.05 Payment Permitted in Certain Situations.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Debt Securities of such series shall prevent (a) the Company, at any
time except during the pendency of any dissolution, winding-up, liquidation or
reorganization of the Company, whether voluntary or involuntary or any
bankruptcy, insolvency, receivership or other proceedings of the Company



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referred to in Section 15.02 or under the conditions described in Section 15.03
or 15.04, from making payments at any time of principal of or premium, if any,
or interest on the Debt Securities of such series, or (b) the application by the
Trustee of any money deposited with it hereunder to the payment of or on account
of the principal of, or premium, if any, or interest on the Debt Securities of
such series or the retention of such payment by the Holders, if, at the time of
such application by the Trustee, it did not have knowledge that such payment
would have been prohibited by the provisions of this Article.

SECTION 15.06 Subrogation to Rights of Holders of Senior Indebtedness.

         Subject to the payment in full of all Senior Indebtedness or the
provision for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness, the rights of the Holders of
Debt Securities of such series shall be subrogated to the extent of the payments
or distributions made to the holders of such Senior Indebtedness pursuant to the
provisions of this Article (equally and ratably with the holders of indebtedness
of the Company which by its express terms is subordinated to indebtedness of the
Company to substantially the same extent as the Debt Securities of such series
are subordinated to the Senior Indebtedness and is entitled to like rights of
subrogation) to the rights of the holders of such Senior Indebtedness to receive
payments and distributions of cash, property and securities applicable to the
Senior Indebtedness until the principal of (and premium, if any) and interest on
the Debt Securities of such series shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of Debt
Securities of such series or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to or for the benefit of the holders of Senior Indebtedness by
Holders of Debt Securities of such series or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Indebtedness and the Holders
of Debt Securities of such series, be deemed to be a payment or distribution by
the Company to or on account of the Senior Indebtedness.

SECTION 15.07 Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of Debt Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Debt
Securities of such series is intended to or shall (a) impair, as among the
Company, its creditors other than holders of Senior Indebtedness and the Holders
of Debt Securities of such series, the obligation of the Company, which is
absolute and unconditional (and which, subject to the rights under this Article
of the holders of Senior Indebtedness, is intended to rank equally with all
other general obligations of the Company), to pay to the Holders of Debt
Securities of such series the principal of (and premium, if any) and interest on
the Debt Securities of such series as and when the same shall become due and
payable in accordance with their terms; or (b) affect the relative rights
against the Company of the Holders of Debt Securities of such series and
creditors of the Company, as the case may be, other than the holders of Senior
Indebtedness; or (c) prevent the Trustee or the Holder of any Debt Securities
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article of the
holders of Senior Indebtedness to receive cash, property and securities
otherwise payable or deliverable to the Trustee or such Holder.



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SECTION 15.08 Trustee to Effectuate Subordination.

         Each Holder of a Debt Security by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article and appoints the Trustee such Holder's attorney-in-fact for any and
all such purposes.

SECTION 15.09 No Waiver of Subordination Provisions.

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

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Debt
Securities of such series, without incurring responsibility to the Holders of
Debt Securities of such series and without impairing or releasing the
subordination provided in this Article or the obligations hereunder of the
Holders of Debt Securities of such series to the holders of Senior Indebtedness
do any one or more of the following: (a) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior Indebtedness
or otherwise amend or supplement in any manner Senior Indebtedness or any
instrument evidencing the same or any agreement under which Senior Indebtedness
is outstanding; (b) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (c) release any
Person liable in any manner for the collection of Senior Indebtedness; and (d)
exercise or refrain from exercising any rights against the Company and any other
Person.

SECTION 15.10 Notice to Trustee.

         The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company which would prohibit the making
of any payment to or by the Trustee in respect of the Debt Securities of such
series pursuant to the provisions of this Article. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the Debt
Securities of such series pursuant to the provisions of this Article, unless and
until a Responsible Officer of the Trustee shall have received written notice
thereof from the Company or a holder or holders of Senior Indebtedness or from
any trustee therefor; and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of Section 9.03, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall have not received the notice provided for in this Section at least
two Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (or premium, if any) or interest on any Debt Securities of such
series, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full



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power and authority to receive such money and to apply the same to the purposes
for which they were received, and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such date.

         Subject to the provisions of Section 9.03, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee therefor). In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person.

         For purposes of this Article only, (a) the issuance and delivery of
junior securities (or cash paid in lieu of fractional shares) upon conversion of
Debt Securities of such series in accordance with their terms, or pursuant to
the terms set forth in an Officers' Certificate or established in one or more
indentures supplemental hereto in accordance with Section 3.01, shall not be
deemed to constitute a payment or distribution on account of the principal of or
premium or interest on Debt Securities of such series or on account of the
purchase or other acquisition of Debt Securities of such series, and (b) the
payment, issuance or delivery of cash, property or securities (other than junior
securities and cash paid in lieu of fractional shares) upon conversion of a Debt
Security shall be deemed to constitute payment on account of the principal of
such Debt Security. For the purposes of this Section, the term "junior
securities" means (i) shares of any stock of any class of the Company and (ii)
securities of the Company which are subordinated in right of payment to all
Senior Indebtedness which may be outstanding at the time of issuance or delivery
of such securities to substantially the same extent as, or to a greater extent
than, the Debt Securities of such series are so subordinated as provided in this
Article. Nothing contained in this Article or elsewhere in this Indenture or in
the Debt Securities of such series is intended to or shall impair, as among the
Company, its creditors other than holders of Senior Indebtedness and the Holders
of Debt Securities of such series, the right, which is absolute and
unconditional, of the Holder of any Debt Securities to convert such Debt
Securities in accordance with their terms.

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



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         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                       DEVON ENERGY CORPORATION

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


                       (Trustee's Signature Page Follows)



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                                                                       , Trustee
                                       --------------------------------

                                       By:
                                          --------------------------------------
                                                Authorized Representative



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