<PAGE>

                                                                     EXHIBIT 4.1
================================================================================




                          LOCKHEED MARTIN CORPORATION

                                   AS ISSUER


                                      AND


                     U.S. BANK TRUST NATIONAL ASSOCIATION

                                  AS TRUSTEE




                             ____________________


                                   INDENTURE


                        DATED AS OF _________ __, ____





================================================================================
<PAGE>

                               TABLE OF CONTENTS

                                  __________

<TABLE>
<CAPTION>
                                                                                  Page
                                                                                  ----
<S>                   <C>                                                         <C>
                                           ARTICLE 1

                          DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01.    Definitions.................................................  1
     SECTION 1.02.    Other Definitions...........................................  4
     SECTION 1.03.    Incorporation by Reference of TIA...........................  5
     SECTION 1.04.    Rules of Construction.......................................  5

                                           ARTICLE 2

                                        THE SECURITIES

     SECTION 2.01.    Form and Dating.............................................   6
     SECTION 2.02.    Execution and Authentication................................   7
     SECTION 2.03.    Title, Amount and Terms of Securities.......................   9
     SECTION 2.04.    Registrar and Paying Agent..................................  12
     SECTION 2.05.    Paying Agent to Hold Money in Trust.........................  12
     SECTION 2.06.    Securityholder Lists........................................  12
     SECTION 2.07.    Transfer and Exchange.......................................  12
     SECTION 2.08.    Replacement Securities......................................  14
     SECTION 2.09.    Outstanding Securities......................................  15
     SECTION 2.10.    Temporary Securities........................................  15
     SECTION 2.11.    Cancellation................................................  16
     SECTION 2.12.    Defaulted Interest..........................................  16
     SECTION 2.13.    Currency and Manner of Payments in Respect of Securities....  16
     SECTION 2.14.    Appointment and Resignation of Currency Determination
                      Agent.......................................................  20

                                   ARTICLE 3

                                  REDEMPTION

     SECTION 3.01.    Applicability of this Article...............................  20
     SECTION 3.02.    Notices to Trustee..........................................  20
     SECTION 3.03.    Selection of Securities to be Redeemed......................  21
     SECTION 3.04.    Notice of Redemption........................................  21
     SECTION 3.05.    Effect of Notice of Redemption..............................  22
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>
<S>                   <C>                                                         <C>
     SECTION 3.06.    Deposit of Redemption Price.................................  22
     SECTION 3.07.    Securities Redeemed in Part.................................  22

                                           ARTICLE 4

                                           COVENANTS

     SECTION 4.01.    Certain Definitions.........................................  22
     SECTION 4.02.    Payment of Securities.......................................  24
     SECTION 4.03.    Limitation on Liens.........................................  24
     SECTION 4.04.    Limitation on Sale-Leaseback Transactions...................  26
     SECTION 4.05.    No Lien Created, etc........................................  27
     SECTION 4.06.    Compliance Certificate......................................  27
     SECTION 4.07.    SEC Reports.................................................  27

                                           ARTICLE 5

                                     SUCCESSOR CORPORATION

     SECTION 5.01.    When the Corporation May Merge, etc. .......................  27
     SECTION 5.02.    When Securities Must be Secured.............................  27

                                           ARTICLE 6

                                     DEFAULTS AND REMEDIES

     SECTION 6.01.    Events of Default...........................................  28
     SECTION 6.02.    Acceleration................................................  29
     SECTION 6.03.    Other Remedies..............................................  30
     SECTION 6.04.    Waiver of Past Defaults.....................................  30
     SECTION 6.05.    Control by Majority.........................................  30
     SECTION 6.06.    Limitation on Suits.........................................  30
     SECTION 6.07.    Rights of Holders to Receive Payment........................  31
     SECTION 6.08.    Collection Suit by Trustee..................................  31
     SECTION 6.09.    Trustee May File Proofs of Claim............................  31
     SECTION 6.10.    Priorities..................................................  31
     SECTION 6.11.    Undertaking for Costs.......................................  32

                                           ARTICLE 7

                                            TRUSTEE

     SECTION 7.01.    Duties of Trustee...........................................  32
     SECTION 7.02.    Rights of Trustee...........................................  33
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<CAPTION>
<S>                   <C>                                                         <C>
     SECTION 7.03.    Individual Rights of Trustee, etc...........................  33
     SECTION 7.04.    Trustee's Disclaimer........................................  33
     SECTION 7.05.    Notice of Defaults..........................................  33
     SECTION 7.06.    Reports by Trustee to Holders...............................  34
     SECTION 7.07.    Compensation and Indemnity..................................  34
     SECTION 7.08.    Replacement of Trustee......................................  34
     SECTION 7.09.    Successor Trustee by Merger, etc............................  35
     SECTION 7.10.    Eligibility; Disqualification...............................  36
     SECTION 7.11.    Preferential Collection of Claims Against  Corporation......  36

                                           ARTICLE 8

                            SATISFACTION, DISCHARGE AND DEFEASANCE

     SECTION 8.01.    Satisfaction and Discharge Under Limited Circumstances......  36
     SECTION 8.02.    Satisfaction and Discharge of Indenture.....................  37
     SECTION 8.03.    Defeasance of Certain Obligations...........................  38
     SECTION 8.04.    Application of Trust Money..................................  39
     SECTION 8.05.    Repayment to Corporation....................................  40

                                           ARTICLE 9

                              AMENDMENTS, SUPPLEMENTS AND WAIVERS

     SECTION 9.01.    Without Consent of Holders..................................  40
     SECTION 9.02.    With Consent of Holders.....................................  41
     SECTION 9.03.    Compliance with Trust Indenture Act of 1939.................  41
     SECTION 9.04.    Revocation and Effect of Consents...........................  41
     SECTION 9.05.    Notation on or Exchange of Securities.......................  42
     SECTION 9.06.    Trustee to Sign Amendments, etc.............................  42

                                          ARTICLE 10

                                         MISCELLANEOUS

     SECTION 10.01.   TIA Controls................................................  42
     SECTION 10.02.   Notices.....................................................  42
     SECTION 10.03.   Communication by Holders with Other Holders.................  43
     SECTION 10.04.   Certificate and Opinion as to Conditions Precedent..........  43
     SECTION 10.05.   Statements Required in Certificate or Opinion...............  43
     SECTION 10.06.   When Treasury Securities Disregarded........................  44
     SECTION 10.07.   Rules by Trustee, Paying Agent, Registrar...................  44
     SECTION 10.08.   Legal Holidays..............................................  44
     SECTION 10.09.   Governing Law...............................................  44
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<CAPTION>
<S>                   <C>                                                         <C>
     SECTION 10.10.   No Adverse Interpretation of Other Agreements...............  44
     SECTION 10.11.   No Recourse Against Others..................................  45
     SECTION 10.12.   Securities in a Foreign Currency............................  45
     SECTION 10.13.   Judgment Currency...........................................  45
     SECTION 10.14.   Successors..................................................  46
     SECTION 10.15.   Duplicate Originals.........................................  46
     SECTION 10.16.   Acts of Holders; Record Dates...............................  46
</TABLE>
_______________

NOTE:  This Table of Contents shall not, for any purpose, be deemed to be a part
       of the Indenture.

                                     -iv-
<PAGE>

  INDENTURE dated as of ______ __, ____, between Lockheed Martin Corporation, a
Maryland corporation (the "Corporation"), and U.S. Bank Trust National
Association, a national banking association (the "Trustee").

  Each party agrees as follows for the benefit of the other party and, as to
each series of Securities, for the equal and ratable benefit of the Holders of
that series of the Corporation's Securities issued pursuant to this Indenture:


                                   ARTICLE 1

                  DEFINITIONS AND INCORPORATION BY REFERENCE


  SECTION 1.01. Definitions.

  "Agent" means any Registrar, Paying Agent or co-registrar.

  "Board of Directors" means the Board of Directors, or any duly appointed
committee of the Board of Directors, of the Corporation.

  "Board Resolution" means a resolution of the Board of Directors or of a
committee or person to which or to whom the Board of Directors has properly
delegated the appropriate authority, a copy of which has been certified by the
Secretary or an Assistant Secretary of the Corporation to have been duly adopted
by the Board of Directors or such committee or person and to be in full force
and effect on the date of such certification and delivered to the Trustee.

  "Business Day," when used with respect to any particular Place of Payment,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment are authorized or obligated
by law to close, and shall otherwise mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions, at the
place where any specified act pursuant to this Indenture is to occur, are
authorized or obligated by law to close.

  "Conversion Event" means, in the good faith judgment of the Corporation, the
unavailability of any Foreign Currency or currency unit, due to the imposition
of exchange controls or other circumstances beyond the control of the
Corporation.

  "Corporation" means the party named as such in this Indenture until a
successor replaces it and thereafter means the successor.

  "Currency Determination Agent," with respect to Securities of any series,
means a New York Clearing House bank designated pursuant to Section 2.03 or
Section 2.14.

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

  "Depositary" means, with respect to the Securities of any series issuable or
issued in whole or in part in the form of one or more Global Securities, the
party designated as Depositary by the Corporation pursuant to Section 2.03 until
a successor Depositary shall have become such pursuant to the applicable
provisions hereof, and thereafter "Depositary" shall mean or include each party
who is then a Depositary hereunder, and if at any time there is more than one
such party, "Depositary" as used with respect to the Securities on any such
series shall mean the Depositary with respect to the Securities of that series.

  "Discounted Security" means any Security which provides for an amount
(excluding any amounts attributable to accrued but unpaid interest) less than
its principal amount to be due and payable upon a declaration of acceleration of
the maturity of the Security pursuant to Section 6.02.

  "Dollars" and the sign "$" mean the currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

  "Exchange Act" means the Securities Exchange Act of 1934, as it may be amended
from time to time.

  "Exchange Rate Officers' Certificate" means a certificate or facsimile thereof
setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar,
Foreign Currency or currency unit amounts of principal and interest, if any (on
an aggregate basis and on the basis of a Security having the denomination
principal amount determined in accordance with Section 2.03 in the relevant
currency or currency unit), payable with respect to a Security of any series on
the basis of such Market Exchange Rate, signed by any Officer of the
Corporation.

  "Foreign Currency" means a currency issued by the government of any country
other than the United States of America or a currency established by a group of
countries as a common legal currency such as the "Euro".

  "Global Security" means a Security evidencing all or a part of a series of
Securities, issued to the Depositary for such series in accordance with Section
2.01, and bearing the legend prescribed in Section 2.01.

  "Holder" or "Securityholder" means the person in whose name a Security is
registered on the Registrar's books.

  "Indenture" means this Indenture as amended or supplemented from time to time.

  "Market Exchange Rate" means (i) for any conversion involving a currency unit
on the one hand and Dollars or any Foreign Currency on the other, the exchange
rate between the

                                      -2-
<PAGE>

relevant currency unit and Dollars or such Foreign Currency calculated by the
method specified pursuant to Section 2.03 for the Securities of the relevant
series, (ii) for any conversion of Dollars into any Foreign Currency, the noon
(New York City time) buying rate for such Foreign Currency for cable transfers
quoted in New York City as certified for customs purposes by the Federal Reserve
Bank of New York, (iii) for any conversion of one Foreign Currency into Dollars
or another Foreign Currency, the spot rate at noon local time in the relevant
market at which, in accordance with normal banking procedures, the Dollars or
Foreign Currency into which conversion is being made could be purchased with the
Foreign Currency from which conversion is being made from major banks located in
either New York City, London or any other principal market for Dollars or such
purchased Foreign Currency, in each case determined by the applicable Currency
Determination Agent in its sole discretion and without liability on its part. In
the event of the unavailability of any of the exchange rates provided for in the
foregoing clauses (i), (ii) and (iii) the Currency Determination Agent shall
use, in its sole discretion and without liability on its part, such quotation of
the Federal Reserve Bank of New York as of the most recent available date, or
quotations from one or more major banks in New York City, London or any other
principal market for such currency or currency unit in question, or such other
quotations as the Currency Determination Agent shall deem appropriate. Unless
otherwise specified by the Currency Determination Agent, if there is more than
one market for dealing in any currency or currency unit by reason of foreign
exchange regulations or otherwise, the market to be used with respect to such
currency or currency unit shall be that upon which a nonresident issuer of
securities designated in such currency or currency unit would purchase such
currency or currency unit in order to make payments with respect to such
securities. For purposes of this definition, a "nonresident issuer" shall mean
an issuer that is not a resident of the country or countries that issue such
currency or whose currencies are included in such currency unit.

  "Officer" means the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, any Executive Vice President, Senior
Vice President or Vice President, the Treasurer or the Secretary of the
Corporation.

  "Officers' Certificate" means a certificate signed by two Officers or by an
Officer and an Assistant Treasurer or Assistant Secretary of the Corporation.

  "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee.  The counsel may be an employee of or counsel to the
Corporation or the Trustee.

  "Place of Payment" means, when used with respect to the Securities of any
particular series, the place or places where the principal of and interest, if
any, on the Securities of that series are payable, as contemplated by Section
2.03.

  "principal" of a Security means the principal of the Security plus, when
appropriate, the premium, if any, on the Security.

  "SEC" means the Securities and Exchange Commission.

                                      -3-
<PAGE>

  "Securities" means the securities issued pursuant to this Indenture from time
to time, as such securities may be amended or supplemented from time to time.

  "series" when used with respect to the Securities means all Securities bearing
the same title and initially authorized by the same Board Resolution.

  "TIA" means the Trust Indenture Act of 1939, as in effect (unless otherwise
stated herein) on the date of this Indenture.

  "Trustee" means the party named as such in this Indenture until a successor
replaces it and thereafter means the successor.  The term "Trustee" includes any
additional Trustee appointed pursuant to Section 2.03 or Section 7.08 but, if at
any time there is more than one Trustee, the term "Trustee" as used with respect
to Securities of any series shall mean the Trustee with respect to Securities of
that series.

  "Trust Officer" means a Vice President or any other officer, assistant officer
or employee of the Trustee assigned by the Trustee to administer its corporate
trust matters.

  "Uniform Commercial Code" means the Maryland Uniform Commercial Code.

  SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                             Defined in
Term                                            Section
----                                         ----------
<S>                                          <C>
"Attributable Debt"..........................   4.01
"Bankruptcy Law".............................   6.01
"Component Currency".........................   2.13
"Consolidated Net Tangible Assets"...........   4.01
"Conversion Date"............................   2.13
"Custodian"..................................   6.01
"Debt".......................................   4.01
"Dollar Equivalent of the Currency Unit".....   2.13
"Dollar Equivalent of the Foreign Currency"..   2.13
"Election Date"..............................   2.13
"Event of Default"...........................   6.01
"Judgment Date"..............................  10.13
"Legal Holiday"..............................  10.08
"Lien".......................................   4.01
"Long-Term Debt".............................   4.01
"Paying Agent"...............................   2.04
"Principal Property".........................   4.01
"Registrar"..................................   2.04
</TABLE>

                                      -4-
<PAGE>

<TABLE>
<CAPTION>
<S>                                          <C>
"Restricted Property"........................   4.01
"Restricted Subsidiary"......................   4.01
"Sale-Leaseback Transaction".................   4.01
"Specified Amount"...........................   2.13
"Subsidiary".................................   4.01
"Substitute Date"............................  10.13
"United States"..............................   4.01
"U.S. Government Obligations"................   8.02
"Valuation Date".............................   2.13
"Voting Stock"...............................   4.01
</TABLE>

  SECTION 1.03. Incorporation by Reference of TIA. Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture. The following TIA terms used in this
Indenture have the following meanings:

  "Commission" means the SEC.

  "indenture securities" means the Securities.

  "indenture security holder" means a Securityholder.

  "indenture to be qualified" means this Indenture.

  "indenture trustee" or "institutional trustee" means the Trustee.

  "obligor" on the indenture securities means the Corporation.

  All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them.

  SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

        (1) a term has the meaning assigned to it;

        (2) an accounting term not otherwise defined has the meaning assigned to
            it in accordance with generally accepted accounting principles;

        (3) "or" is not exclusive;

        (4) words in the singular include the plural, and in the plural include
            the singular;

        (5) any gender used in this Indenture shall be deemed to include the
            neuter, masculine or feminine gender; and

                                      -5-
<PAGE>

        (6) provisions apply to successive events and transactions.


                                   ARTICLE 2

                                THE SECURITIES

  SECTION 2.01. Form and Dating. The Securities shall be issued substantially in
the form or forms (including global form) as shall be established by or pursuant
to a Board Resolution or Resolutions or any supplemental indenture, in each case
with such appropriate insertions, omissions, substitutions or other variations
as are required or permitted by this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Security shall be dated the date of its authentication.

  Notwithstanding the foregoing, if any Security of a series is issuable in the
form of a Global Security or Securities, each such Global Security may provide
that it shall represent the aggregate amount of Securities outstanding under the
series from time to time endorsed thereon and also may provide that the
aggregate amount of Securities outstanding under the series represented thereby
may from time to time be reduced to reflect exchanges.  Any endorsement of a
Global Security to reflect the amount of Securities outstanding under the series
represented thereby shall be made by the Trustee in accordance with the
instructions of the Corporation and in such manner as shall be specified on such
Global Security.  Any instructions by the Corporation with respect to a Global
Security, after its initial issuance, shall be in writing but need not comply
with Section 10.04.

  Before the first delivery of a Security of any series to the Trustee for
authentication, the Corporation shall deliver to the Trustee the following:


        (1) the Board Resolution or Resolutions by or pursuant to which the
     forms and terms of the Security have been approved;

        (2) an Officers' Certificate of the Corporation dated the date of
     delivery stating that all conditions precedent provided for in this
     Indenture relating to the authentication and delivery of Securities in that
     series have been complied with and directing the Trustee to authenticate
     and deliver the Securities to or upon written order of the Corporation; and

        (3) Opinions of Counsel stating that all conditions precedent provided
     for in this Indenture relating to the authentication and delivery of
     Securities of that series have been complied with, the form and terms of
     the series have been established by or pursuant to a Board Resolution or
     Resolutions in conformity with this Indenture, and that

                                      -6-
<PAGE>

     Securities in such form when completed by appropriate insertions and
     executed by the Corporation and delivered by the Corporation to the Trustee
     for authentication in accordance with this Indenture, authenticated and
     delivered by the Trustee in accordance with this Indenture within the
     authorization as to aggregate principal amount established from time to
     time by the Board of Directors and sold in the manner specified in such
     Opinions of Counsel will be the legal, valid and binding obligations of the
     Corporation, entitled to the benefits of this Indenture, subject to
     applicable bankruptcy, reorganization, insolvency and other similar laws
     generally affecting creditors' rights and to general equity principles, and
     to such other qualifications as such counsel shall conclude do not
     materially affect the rights of Holders of Securities of that series or
     that are customarily included in similar opinions by lawyers experienced in
     such matters.

  Notwithstanding the foregoing, if the Corporation shall establish pursuant to
Section 2.03 that the Securities of a series are to be issued in whole or in
part in the form of one or more Global Securities, then the Corporation shall
execute and the Trustee shall, in accordance with this Section, Section 2.02 and
the authentication order of the Corporation with respect to such series,
authenticate and deliver one or more Global Securities in temporary or permanent
form that shall (a) represent and be denominated in an aggregate amount equal to
the aggregate principal amount of the Securities of such series to be
represented by one or more Global Securities, (b) be registered in the name of
the Depositary for such Global Security or Securities or the nominee of such
Depositary, (c) be delivered by the Trustee to such Depositary or pursuant to
such Depositary's instruction; and (d) bear a legend substantially to the
following effect:  "Unless and until it is exchanged in whole or in part for
Securities in definitive form, this Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any nominee to a successor Depositary or a nominee of any
successor Depositary."

  SECTION 2.02. Execution and Authentication. Two Officers shall sign the
Securities for the Corporation by manual or facsimile signature. The
Corporation's seal shall be impressed, affixed, imprinted or reproduced on the
Securities.

  If an Officer whose signature is on a Security no longer holds that office at
the time the Trustee authenticates the Security, the Security shall be valid
nevertheless.

  A Security shall not be valid until the Trustee manually signs the certificate
of authentication on the Security.  The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture.

  Notwithstanding the provisions of Section 2.03 and of the preceding
paragraphs, if all Securities of a series are not to be originally issued at one
time (including, for example, a series constituting a medium-term note program),
it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 2.01 or the Opinions of Counsel otherwise

                                      -7-
<PAGE>

required pursuant to such preceding paragraphs at or prior to the time of
authentication of each Security of such series if such documents are delivered
at or prior to the time of authentication upon original issuance of the first
Security of such series. In such case the Trustee may conclusively rely on the
foregoing documents and opinions delivered pursuant to Section 2.01 and Section
2.03, and this Section, as applicable (unless revoked by superseding comparable
documents or opinions), as to the matters set forth therein.

  Notwithstanding the foregoing, if any Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the
Corporation, and the Corporation shall deliver such Security to the Trustee for
cancellation as provided in Section 2.11 together with a written statement
(which need not comply with Section 2.01 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold by
the Corporation, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.

  If any Security of a series shall be represented by a Global Security, then,
for purposes of this Section and Section 2.10, the notation of the record
owners' interest therein upon original issuance of such Security shall be deemed
to be delivered in connection with the original issuance of each beneficial
owner's interest in such Global Security.

  The Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

  Date:                 U.S. Bank Trust National Association, as Trustee

                                By___________________________

  The Trustee may appoint an authenticating agent acceptable to the Corporation
to authenticate Securities.  An authenticating agent may authenticate Securities
whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An
authenticating agent has the same rights as an Agent to deal with the
Corporation.

  If at any time there shall be an authenticating agent appointed with respect
to any series of Securities, then the Trustee's certificate of authentication to
be borne by the Securities of each such series shall be substantially as
follows:


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

                                      -8-
<PAGE>

  Date:                   U.S. Bank Trust National Association, as Trustee


                                        By:___________________________
                                           as Authenticating Agent


                                        By:___________________________
                                           Authorized Officer

  SECTION 2.03. Title, Amount and Terms of Securities. The principal amount of
Securities that may be authenticated and delivered and outstanding under this
Indenture is not limited. The Securities may be issued in a total principal
amount up to that authorized from time to time by or pursuant to relevant Board
Resolutions.

  The Securities may be issued in one or more series, each of which shall be
issued pursuant to a Board Resolution or Resolutions of the Corporation, which
shall specify:

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

        (2) any limit on the aggregate principal amount of the Securities of
     that series that may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration or
     transfer of, in exchange for or in lieu of other Securities of that series
     pursuant to Sections 2.07, 2.08 or 3.07);

        (3) the date or dates (or the manner of determining the same) on which
     the principal of the Securities of that series is payable (which, if so
     provided in the Board Resolution or Resolutions, may be determined by the
     Corporation from time to time and set forth in the Securities of that
     series issued from time to time);

        (4) the rate or rates, or the method to be used in ascertaining the rate
     or rates, at which the Securities of that series shall bear interest, if
     any, the basis upon which interest shall be calculated if other than that
     of a 360-day year of 12 30-day months, the date or dates from which such
     interest shall accrue (which, in either case or both, if so provided in the
     Board Resolution or Resolutions, may be determined by the Corporation from
     time to time and set forth in the Securities of that series issued from
     time to time), the interest payment dates on which such interest shall be
     payable (or the manner of determining the same) and the record date for the
     interest payable on any interest payment date;

        (5) if the trustee of that series is other than the Trustee initially
     named in this

                                      -9-
<PAGE>

     Indenture or any successor thereto, the trustee of that series;

        (6) the place or places where the principal of and interest, if any, on
     Securities of that series shall be payable;

        (7) the period or periods within which, the price or prices at which,
     the currency or currency unit in which, and the terms and conditions on
     which Securities of that series may be redeemed or converted into another
     Security, in whole or in part, at the option of the Corporation;

        (8) the obligation, if any, of the Corporation to redeem or purchase
     Securities of that series pursuant to any sinking fund or analogous
     provisions or at the option of Holders of Securities of that series (or to
     convert such Securities into other Securities at the option of the Holder),
     and the period or periods within which, the price or prices at which, the
     currency or currency unit in which, and the terms and conditions upon which
     Securities of that series shall be redeemed or purchased, in whole or in
     part, pursuant to such obligation;

        (9) if denominated in Dollars and in denominations other than
     denominations of $1,000 and any multiple of $1,000, the denominations in
     which Securities of that series shall be issuable;

        (10) if denominated in other than Dollars, the currency or currencies,
     including composite currencies, in which the Securities of that series are
     denominated and the denominations in which Securities of that series shall
     be issuable;

        (11) if the principal of and interest, if any, on the Securities of that
     series are to be payable, at the election of the Corporation or a Holder
     thereof, in a currency or currency unit other than that in which the
     Securities are denominated or stated to be payable, in accordance with
     provisions in addition to or in lieu of or in accordance with the
     provisions of Section 2.13, the period or periods within which (including
     the Election Date), and the terms and conditions upon which, such election
     may be made, and the time and manner of determining the exchange rate
     between the currency or currency unit in which the Securities are
     denominated or stated to be payable and the currency or currency unit in
     which the Securities are to be so payable;

        (12) the index, if any, used to determine the amount of payments of
     principal of or interest, if any, on the Securities of that series;

        (13) if the amount of payments of the principal of and interest, if any,
     on the Securities of that series may be determined with reference to an
     index based on a currency or currencies other than that in which the
     Securities of that series are denominated, the manner in which such amounts
     shall be determined;

                                      -10-
<PAGE>

        (14) if other than the full principal amount, the portion of the
     principal amount of Securities of that series which shall be payable upon a
     declaration of acceleration of the maturity pursuant to Section 6.02;

        (15) if convertible into or exchangeable for Securities of another
     series or other securities of the Corporation or another issuer, the terms
     upon which the Securities of that series will be convertible into or
     exchangeable for such securities;

        (16) the right, if any, of the Corporation to redeem all or any part of
     the Securities of that series before maturity and the period or periods
     within which, the price or prices at which and the terms and conditions
     upon which Securities of that series may be redeemed;

        (17) the provisions, if any, restricting defeasance of the Securities of
     that series;

        (18) if other than or in addition to the events specified in Section
     6.01, events of default with respect to the Securities of that series;

        (19) if the Securities of that series are to be issued in whole or in
     part in the form of one or more Global Securities, the Depositary for such
     Global Security or Securities and whether beneficial owners of interests in
     any such Global Securities may exchange such interests for other Securities
     of such series in the manner provided in Section 2.07, and the manner and
     the circumstances under which and the place or places where any such
     exchanges may occur if other than in the manner provided in Section 2.07,
     and any other terms of the series relating to the global nature of the
     Securities of such series and the exchange, registration or transfer
     thereof and the payment of any principal thereof or interest, if any,
     thereon;

        (20) the designation of the original Currency Determination Agent, if
     any, with respect to the Securities of that series; and

        (21) any other terms of or relating to the Securities of that series
     (which terms shall not be inconsistent with the provisions of this
     Indenture).

  All Securities of any particular series shall be identical as to currency of
denomination and otherwise shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the
relevant Board Resolution or Resolutions.

  The Trustee need not authenticate the Securities in any series if their terms
impose on the Trustee duties in addition to those imposed on the Trustee by this
Indenture.  If the Trustee does authenticate any such Securities, the
authentication will evidence the Trustee's agreement to comply with any such
additional duties.

                                      -11-
<PAGE>

  Each Depositary designated pursuant to this Section 2.03 for a Global Security
in registered form shall, if required, at the time of its designation and at all
times while it serves as a Depositary, be a clearing agency registered under the
Exchange Act and any other applicable statute or regulation.

  SECTION 2.04. Registrar and Paying Agent. The Corporation shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange ("Registrar") and an office or agency where Securities may be
presented for payment ("Paying Agent"). The Registrar shall keep a register of
the Securities and of their transfer and exchange. The Corporation may have one
or more co-registrars and one or more additional paying agents. The term "Paying
Agent" includes any additional paying agent. There may be separate Registrars
and Paying Agents for different series of Securities.

  The Corporation shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture.  The
agreement shall implement the provisions of this Indenture that relate to such
Agent.  The Corporation shall notify the Trustee of the name and address of any
such Agent.  If the Corporation fails to maintain a Registrar or Paying Agent,
the Trustee shall act as such.

  The Corporation initially appoints the Trustee as Registrar and Paying Agent.

  SECTION 2.05. Paying Agent to Hold Money in Trust. Each Paying Agent for any
series of Securities shall hold in trust for the benefit of Holders of
Securities of the same series or the Trustee all money held by the Paying Agent
for the payment of principal of or interest, if any, on such Securities and
shall notify the Trustee of any default by the Corporation in making such
payment. If the Corporation or a Subsidiary acts as Paying Agent with respect to
a series of Securities, it shall segregate the money for that series and hold it
as a separate trust fund. The Corporation at any time may require a Paying Agent
to pay all money held by it to the Trustee. Upon doing so the Paying Agent shall
have no further liability for the money.

  SECTION 2.06. Securityholder Lists. For each series of Securities, the Trustee
shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of Holders of Securities of that
series. If the Trustee is not the Registrar, the Corporation shall furnish or
cause to be furnished to the Trustee on or before each interest payment date for
each series of Securities and at such other times as the Trustee may request in
writing a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders of Securities of that series.

  SECTION 2.07. Transfer and Exchange. Where a Security (other than a Global
Security except as set forth herein) is presented to the Registrar or a co-
registrar with a request to register a transfer, the Registrar shall register
the transfer as requested if the requirements of Section 8-401(1) of the Uniform
Commercial Code (or any successor provision) are met. Where

                                      -12-
<PAGE>

Securities (other than a Global Security except as set forth herein) of any
series are presented to the Registrar or a co-registrar with a request to
exchange them for an equal principal amount of Securities of other denominations
of the same series with identical terms as the Securities exchanged, the
Registrar shall make the exchange as requested if the same requirements are met.
To permit transfers and exchanges, the Trustee shall authenticate Securities at
the Registrar's request. The Corporation may charge a reasonable fee for any
transfer or exchange, but not for any exchange pursuant to Section 2.10, 3.07 or
9.05. The Corporation shall not be required to make transfers or exchanges of
Securities of any series for a period of 15 days before a selection of
Securities of the same series to be redeemed or before an interest payment.

  Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in definitive form, a Global
Security representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary.

  None of the Corporation, the Trustee, the Paying Agent, the Registrar or any
co-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 or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

  If at any time the Depositary for the Securities of a series notifies the
Corporation that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible under Section 2.03, the Corporation
shall appoint a successor Depositary with respect to the Securities of such
series.  If a successor Depositary for the Securities of such series is not
appointed by the Corporation within 90 days after the Corporation receives such
notice or becomes aware of such ineligibility, the Corporation's election
pursuant to Section 2.03(19) shall no longer be effective with respect to the
Securities of such series and the Corporation will execute, and the Trustee,
upon receipt of an order of the Corporation for the authentication and delivery
of definitive Securities of such series, will authenticate and deliver
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.

  The Corporation may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities.  In such
event the Corporation will execute, and the Trustee, upon receipt of an order of
the Corporation for the authentication and delivery of definitive Securities of
such series, will authenticate and deliver Securities of such series in
definitive form in an aggregate principal amount equal to the principal amount
of the Global Security or Securities representing such series in exchange for
such Global Security or Securities.

                                      -13-
<PAGE>

  If specified by the Corporation pursuant to Section 2.03 with respect to a
series of Securities, the Depositary for such series of Securities may surrender
a Global Security for such series of Securities in exchange in whole or in part
for the Securities of such series in definitive form on such terms as are
acceptable to the Corporation and such Depositary.  Thereupon, the Corporation
shall execute, and the Trustee shall authenticate and deliver:


        (1) to each party specified by such Depositary a new Security or
     Securities of the same series, of any authorized denomination as requested
     by such party in aggregate principal amount equal to and in exchange for
     such party's beneficial interest in the Global Security; and

        (2) to such Depositary a new Global Security in a denomination equal to
     the difference, if any, between the principal amount of the surrendered
     Global Security and the aggregate principal amount of Securities delivered
     to Holders thereof.

  Upon the exchange of the Global Security for Securities in definitive form,
such Global Security shall be canceled by the Trustee.  Securities issued in
exchange for a Global Security pursuant to this Section 2.07 shall be registered
in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee.  The Trustee shall
deliver such Securities to the parties in whose names such Securities are so
registered.

  SECTION 2.08. Replacement Securities. If the Holder of a Security claims that
the Security has been mutilated, destroyed, lost or stolen, the Corporation may
issue and the Trustee shall authenticate a replacement Security of the same
series with identical terms as the Securities exchanged if the requirements of
Section 8-405 of the Uniform Commercial Code (or any successor provision) are
met. Such Holder shall furnish an indemnity bond sufficient in the judgment of
the Corporation and the Trustee to protect the Corporation, the Trustee, the
Paying Agent, the Registrar and any co-registrar from any loss which any of them
may suffer if a Security is replaced. The Corporation and the Trustee may charge
for their expenses in replacing a Security.

  In case any such mutilated, destroyed, lost or stolen Security has become due
and payable, the Corporation in its discretion may, instead of issuing a new
Security, pay such Security (without surrender thereof except in the case of a
mutilated Security) if the applicant for such payment shall furnish to the
Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar
for such Security such security or indemnity as may be required by them to hold
each of them harmless, and in case of destruction, loss or theft, evidence
satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar
and any co-registrar, and any agent of any of them, of the destruction, loss or
theft of such Security and the ownership thereof.

  Upon the issuance of any new Security under this Section 2.08, the Corporation
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may

                                      -14-
<PAGE>

be imposed in relation thereto and any other expenses (including all fees and
expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar
for such Security) connected therewith.

  Every new Security of any series issued pursuant to this Section 2.08 in lieu
of any destroyed, lost or stolen Security or in exchange for any mutilated
Security, shall constitute an original additional obligation of the Corporation,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of the
same series.

  The provisions of this Section 2.08 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

  SECTION 2.09. Outstanding Securities. Securities outstanding at any time are
all Securities authenticated by the Trustee (and, in the case of Global
Securities, endorsed by the Trustee) except for those canceled by it, those
delivered to it for cancellation and those described in this Section as not
outstanding. A Security does not cease to be outstanding because the
Corporation, or an affiliate of the Corporation holds the Security.

  If a Security is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

  If the Paying Agent holds on a redemption date or maturity date money
sufficient to pay Securities payable on that date, then on and after that date
such Securities cease to be outstanding and interest on them ceases to accrue.

  If a Security is called for redemption, the Corporation and the Trustee need
not treat the Security as outstanding in determining whether Holders of the
required principal amount of Securities have concurred in any direction, waiver
or consent.

  SECTION 2.10. Temporary Securities. Until definitive Securities of any series
are ready for delivery or a permanent Global Security or Securities are
prepared, as the case may be, the Corporation may prepare and the Trustee shall
authenticate temporary Securities or one or more temporary Global Securities, as
the case may be, of the same series. Temporary Securities of any series shall be
substantially in the form of definitive Securities or permanent Global
Securities, as the case may be, of the same series, but may have variations that
the Corporation considers appropriate for temporary Securities. Without
unreasonable delay, the Corporation shall prepare and the Trustee shall
authenticate definitive Securities or a permanent Global Security or Securities,
as the case may be, of the same series in exchange for temporary Securities.
Until so exchanged, the temporary Securities of any series shall be entitled to
the same benefits under this Indenture as definitive Securities or permanent
Global Securities of such series.

                                      -15-
<PAGE>

  SECTION 2.11. Cancellation. The Corporation at any time may deliver Securities
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for transfer, exchange
or payment. The Trustee and no one else shall cancel or destroy all Securities
surrendered for transfer, exchange, payment or cancellation, and shall so
certify to the Corporation. The Corporation may not issue new Securities to
replace Securities it has paid or it has delivered to the Trustee for
cancellation.

  SECTION 2.12. Defaulted Interest. If the Corporation defaults in a payment of
interest on any Securities of any series, it shall pay the defaulted interest to
the persons who are Holders of those Securities on a subsequent special record
date. The Corporation shall fix the special record date and the payment date in
respect thereof. At least 15 days before the special record date, the
Corporation shall mail to each Holder of Securities of that series a notice that
states the special record date, the payment date and the amount of defaulted
interest to be paid. The Corporation may pay defaulted interest in any other
lawful manner.

  SECTION 2.13. Currency and Manner of Payments in Respect of Securities. (a)
With respect to Securities of any series not permitting the election provided
for in paragraph (b) below or the Holders of which have not made the election
provided for in paragraph (b) below, except as provided in paragraph (d) below,
payment of the principal of and interest, if any, on any Security of such series
will be made in the currency or currency unit in which such Security is payable.

  (b) It may be provided pursuant to Section 2.03 with respect to Securities of
any series that Holders shall have the option, subject to paragraphs (d) and (e)
below, to receive payments of principal of or interest, if any, on such
Securities in any of the currencies or currency units which may be designated
for such election by delivering to the Trustee for such series of Securities a
written election with signature guarantees and in form and substance
satisfactory to such Trustee, not later than the close of business on the
Election Date immediately preceding the applicable payment date. If a Holder so
elects to receive such payments in any such currency or currency unit, such
election will remain in effect for such Holder until changed by such Holder by
written notice to the Trustee for such series of Securities (but any such change
must be made not later than the close of business on the Election Date
immediately preceding the next payment date to be effective for the payment to
be made on such payment date and no such change of election may be made with
respect to payments to be made on any Security of such series with respect to
which an Event of Default has occurred or notice of redemption has been given by
the Corporation pursuant to Article 3). In the event any Holder makes any such
election pursuant to the preceding sentence, such election will not be effective
on any transferee of such Holder and such transferee shall be paid in the
currency or currency unit indicated pursuant to paragraph (a) above unless such
transferee makes an election pursuant to the preceding sentence; provided,
however, that such election, if in effect while funds are on deposit with
respect to the Securities of such series as described in Section 8.01, 8.02 or
8.03, will be effective on any

                                      -16-
<PAGE>

transferee of such Holder unless otherwise specified pursuant to Section 2.03
for the Securities of such series. Any Holder of any such Security who shall not
have delivered any such election to the Trustee of such series of Securities not
later than the close of business on the applicable Election Date will be paid
the amount due on the applicable payment date in the relevant currency or
currency unit as provided in paragraph (a) of this Section. In no case may a
Holder of Securities of any series elect to receive payments in any currency or
currency unit as described in this Section 2.13(b) following a deposit of funds
with respect to the Securities of such series as described in Section 8.01, 8.02
or 8.03.

  (c) If the election referred to in paragraph (b) above has been provided for
pursuant to Section 2.03, then not later than the fourth Business Day after the
Election Date for each payment date for Securities of any series, the Currency
Determination Agent for that series will deliver to the Corporation a written
notice specifying, in the currency or currency unit in which Securities of such
series are payable, the respective aggregate amounts of principal of and
interest, if any, on the Securities to be made on such payment date, and
specifying the amounts in such currency or currency unit so payable with respect
to the Securities of such series as to which the Holders thereof shall have
elected to be paid in a currency or currency unit other than that in which such
series is denominated as provided in paragraph (b) above. If the election
referred to in paragraph (b) above has been provided for pursuant to Section
2.03 and if at least one Holder has made such election, then, on the second
Business Day preceding such payment date the Corporation will deliver to the
Trustee for such series of Securities an Exchange Rate Officers' Certificate
with respect to the Dollar, Foreign Currency or currency unit payments to be
made on such payment date. The Dollar, Foreign Currency or currency unit amount
receivable by Holders of Securities who have elected payment in a currency or
currency unit as provided in paragraph (b) above shall, unless otherwise
provided pursuant to Section 2.03, be determined by the Corporation on the basis
of the applicable Market Exchange Rate in effect on the third Business Day (the
"Valuation Date") immediately preceding each payment date.

  (d) If a Conversion Event occurs with respect to a Foreign Currency or any
currency unit in which any of the Securities are denominated or payable other
than pursuant to an election provided for pursuant to paragraph (b) above, then
with respect to each date for the payment of principal of and interest, if any,
on the applicable Securities denominated or payable in such Foreign Currency or
such currency unit occurring after the last date on which such Foreign Currency
or such currency unit was available (the "Conversion Date"), the Dollar shall be
the currency of payment for use on each such payment date. The Dollar amount to
be paid by the Corporation to the Trustee of each such series of Securities and
by such Trustee or any Paying Agent to the Holders of such Securities with
respect to such payment date shall be the amount that would have been payable in
Foreign Currency or currency units but expressed in Dollars according to the
Dollar Equivalent of the Foreign Currency or, in the case of a currency unit,
the Dollar Equivalent of the Currency Unit, in each case as determined by the
Currency Determination Agent in the manner provided in paragraph (f) or (g)
below.

  (e) If the Holder of a Security denominated in any currency or currency unit
shall

                                      -17-
<PAGE>

have elected to be paid in another currency or currency unit as provided in
paragraph (b) above, and a Conversion Event occurs with respect to such elected
currency or currency unit, such Holder shall receive payment in the currency or
currency unit in which payment would have been made in the absence of such
election. If a Conversion Event occurs with respect to the currency or currency
unit in which payment would have been made in the absence of such election, such
Holder shall receive payment in Dollars as provided in paragraph (d) above.

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

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

  (h) For purposes of this Section 2.13 the following terms shall have the
following meanings:

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

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

                                      -18-
<PAGE>

Component Currency of such currency unit and is continuing on the applicable
Valuation Date, the Specified Amount of such Component Currency shall, for
purposes of calculating the Dollar Equivalent of the Currency Unit, be converted
into Dollars at the Market Exchange Rate in effect on the Conversion Date of
such Component Currency.

  "Election Date" shall mean any date for any series of Securities as specified
pursuant to Section 2.03(11) by which the written election referred to in
Section 2.13(b) may be made, such date to be not later than the regular record
date for the earliest payment for which such election may be effective.

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

  In the event of a Conversion Event with respect to a Foreign Currency, the
Corporation, after learning thereof, will immediately give written notice
thereof to the Trustee of the appropriate series of Securities and the Currency
Determination Agent with respect to such series (and such Trustee will promptly
thereafter give notice to the Holders) specifying the Conversion Date.  In the
event of a Conversion Event with respect to any currency unit in which
Securities are denominated or payable, the Corporation, after learning thereof,
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and the Currency Determination Agent with respect to such
series (and such Trustee will promptly thereafter give notice to the Holders)
specifying the Conversion Date and the Specified Amount of each Component
Currency on the Conversion Date.  In the event of any subsequent change in any
Component Currency as set forth in the definition of Specified Amount above, the
Corporation, after learning thereof, will similarly give written notice to the
Trustee of the appropriate series of Securities and the Currency Determination
Agent.

  The Trustee of the appropriate series of Securities shall be fully justified
and protected in relying and acting upon information received by it from the
Corporation and the Currency Determination Agent and shall not otherwise have
any duty or obligation to determine such information independently.

                                      -19-
<PAGE>

  SECTION 2.14. Appointment and Resignation of Currency Determination Agent. (a)
If and so long as the Securities of any series (i) are denominated in a currency
unit or a currency other than Dollars or (ii) may be payable in a currency unit
or a currency other than Dollars, or so long as it is required under any other
provision of this Indenture, then the Corporation will maintain with respect to
each such series of Securities, or as so required, a Currency Determination
Agent. The Corporation will cause the Currency Determination Agent to make the
necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 2.03 for the purpose of determining the applicable
rate of exchange and for the purpose of converting the issued currency or
currency unit into the applicable payment currency or currency unit for the
payment of principal and interest, if any, pursuant to Section 2.13.

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

  (c) If the Currency Determination Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Currency
Determination Agent for any cause, with respect to the Securities of one or more
series, the Corporation, by a Board Resolution, shall promptly appoint a
successor Currency Determination Agent or Currency Determination Agents with
respect to the Securities of that or those series (it being understood that any
such successor Currency Determination Agent may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
only be one Currency Determination Agent with respect to the Securities of any
particular series).


                                   ARTICLE 3

                                  REDEMPTION

  SECTION 3.01. Applicability of this Article. Securities of any series that are
redeemable at the option of the Corporation prior to their maturity shall be
redeemable in accordance with their terms (except as otherwise specified in this
Indenture for Securities of any series) and in accordance with this Article 3.

  SECTION 3.02. Notices to Trustee. If the Corporation wants to redeem any
Securities, it shall notify the Trustee of the redemption date and the principal
amount of Securities to be redeemed in accordance with the terms of the
Securities. If the redemption is of less than all the outstanding Securities of
a series, the Corporation shall furnish to the Trustee a written statement
signed by an Officer of the Corporation stating that with respect to that series

                                      -20-
<PAGE>

there exists no Event of Default and no circumstance which, after notice or the
passage of time or both, would constitute an Event of Default. The Corporation
shall give the notice provided for in this Section at least 50 days before the
redemption date.

  SECTION 3.03. Selection of Securities to be Redeemed. If, at the option of the
Corporation, less than all the Securities of a series are to be redeemed, the
Trustee shall select the Securities to be redeemed by a method the Trustee
considers fair and appropriate, subject to any applicable stock exchange
requirements. The Trustee shall make the selection from outstanding Securities
not previously called for redemption. The Trustee may select for redemption
portions of the principal of Securities that have a denomination larger than
$1,000 (or the applicable minimum denomination for such Securities in the event
the Securities are payable in a Foreign Currency or Currencies). Securities and
portions of them it selects shall be in amounts of $1,000 (or the applicable
minimum denomination for such Securities in the event the Securities are payable
in a Foreign Currency or Currencies) or a multiple of $1,000 (or the applicable
minimum denomination for such Securities in the event the Securities are payable
in a Foreign Currency or Currencies). Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption.

  The Trustee for the Securities of any series to be redeemed shall promptly
notify the Corporation in writing of the Securities of such series selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

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

  SECTION 3.04. Notice of Redemption. At least 20 days but not more than 60 days
before a date of redemption of Securities at the option of the Corporation, the
Corporation shall mail a notice of redemption by first-class mail to each Holder
of Securities to be redeemed.

  The notice shall identify the Securities to be redeemed and shall state:

        (1) the redemption date;

        (2) the redemption price;

        (3) the name and address of the Paying Agent;

        (4) that Securities called for redemption must be surrendered to the
   Paying Agent to collect the redemption price; and

        (5) that interest, if any, on Securities called for redemption ceases to
   accrue on and after the redemption date.

                                      -21-
<PAGE>

  At the Corporation's request, the Trustee shall give the notice of redemption
in the Corporation's name and at its expense.  In such event the Corporation
will provide the Trustee with the information required by clauses (1) through
(5) above.

  SECTION 3.05. Effect of Notice of Redemption. Once notice of redemption is
mailed, Securities called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon surrender
to the Paying Agent, such Securities shall be paid at the redemption price
stated in the notice, plus accrued interest, if any, to the redemption date;
provided, however, that any regular payment of interest becoming due on the
redemption date shall be payable to the Holder of any such Security being
redeemed as provided in the Security.

  SECTION 3.06. Deposit of Redemption Price. By the opening of business on the
redemption date, the Corporation shall deposit with the Paying Agent money
sufficient to pay the redemption price of and accrued interest, if any, on all
Securities to be redeemed at the option of the Corporation on that date.

  SECTION 3.07. Securities Redeemed in Part. Upon surrender of a Security that
is redeemed in part, the Trustee shall authenticate for the Holder a new
Security equal in principal amount to the unredeemed portion of the Security
surrendered.


                                   ARTICLE 4

                                   COVENANTS

  SECTION 4.01. Certain Definitions. "Attributable Debt" for a lease means the
carrying value of the capitalized rental obligation determined under generally
accepted accounting principles. The carrying value may be reduced by the
capitalized value of the rental obligations, calculated on the same basis, that
any sublessee has for all or part of the same property. This term does not
include any obligation to make payments arising from the transfer of tax
benefits under the Economic Recovery Tax Act of 1981 (as it may from time to
time be amended, or any successor statute) to the extent such obligation is
offset by or conditioned upon receipt of payments from another person. A lease
obligation shall be counted only once even if the Corporation and one or more of
its Subsidiaries may be responsible for the obligation.

  "Consolidated Net Tangible Assets" means total assets less (1) total current
liabilities (excluding any Debt which, at the option of the borrower, is
renewable or extendable to a term exceeding 12 months and which is included in
current liabilities and further excluding any deferred income taxes which are
included in current liabilities) and (2) goodwill, patents and trademarks, all
as reflected in the Corporation's most recent consolidated balance sheet
preceding the date of a determination under Section 4.03(11).

                                      -22-
<PAGE>

  "Debt" means all indebtedness for borrowed money reported as debt in the
consolidated financial statements or any guarantee of such a debt and includes
purchase money obligations.  This term does not include any obligation to make
payments arising from the transfer of tax benefits under the Economic Recovery
Tax Act of 1981 (as it may from time to time be amended, or any successor
statute) to the extent such obligation is offset by or conditioned upon receipt
of payments from another person.  A Debt shall be counted only once even if the
Corporation and one or more of its Subsidiaries may be responsible for the
obligation.

  "Lien" means any mortgage, pledge, security interest or lien.  This term does
not include any obligation arising from the transfer of tax benefits under the
Economic Recovery Tax Act of 1981 (as it may from time to time be amended, or
any successor statute) to the extent such obligation is offset by or conditioned
upon receipt of payments from another person.

  "Long-Term Debt" means Debt that by its terms matures on a date more than 12
months after the date it was created or Debt that the obligor may extend or
renew without the obligee's consent to a date more than 12 months after the Debt
was created.

  "Principal Property" means, as to any particular series of Securities, any
manufacturing facility located in the United States and owned by the Corporation
or by one or more Restricted Subsidiaries from the date Securities of that
series are first issued and which has, as of the date the Lien is incurred, a
net book value (after deduction of depreciation and other similar charges)
greater than 3% of Consolidated Net Tangible Assets, except (1) any such
facility or property which is financed by obligations of any State, political
subdivision of any State or the District of Columbia under terms which permit
the interest payable to the holders of the obligations to be excluded from gross
income as a result of the plant, facility or property satisfying the conditions
of Section 103(b)(4)(C), (D), (E), (F) or (H) of the Internal Revenue Code of
1954, as amended, Section 103(b)(6) of the Internal Revenue Code of 1954, as
amended, Section 142(a) or Section 144(a) of the Internal Revenue Code of 1986,
or of any successors to such provisions, or (2) any such facility or property
which, in the opinion of the Board of Directors of the  Corporation, is not of
material importance to the total business conducted by the Corporation and its
Subsidiaries taken as a whole.  However, the Chief Executive Officer or Chief
Financial Officer of the Corporation may at any time declare any manufacturing
facility or other property to be a Principal Property by delivering a
certificate to that effect to the Trustee.

  "Restricted Property" means, as to any particular series of Securities, any
Principal Property, any Debt of a Restricted Subsidiary owned by the Corporation
or a Restricted Subsidiary on the date Securities of that series are first
issued or secured by a Principal Property (including any property received upon
a conversion or exchange of such Debt), or any shares of stock of the
Corporation or a Restricted Subsidiary owned by the Corporation or a Restricted
Subsidiary (including any property or shares received upon a conversion, stock
split or other distribution with respect to the ownership of such stock).

                                      -23-
<PAGE>

  "Restricted Subsidiary" means a Subsidiary that has substantially all its
assets located in, or carries on substantially all its business in, the United
States and that owns a Principal Property.  Notwithstanding the preceding
sentence, a Subsidiary shall not be a Restricted Subsidiary during such period
of time as it (or any corporation (other than the Corporation) or other entity
that, directly or indirectly, beneficially owns a majority of the Voting Stock
of the Subsidiary) has shares of capital stock registered under the Exchange Act
or it files reports and other information with the SEC pursuant to Section 13 or
15(d) of the Exchange Act.

  "Sale-Leaseback Transaction" means an arrangement whereby the Corporation or a
Restricted Subsidiary now owns or hereafter acquires a Principal Property,
transfers it to a person and contemporaneously leases it back from the person.
This term does not include any transaction arising from the transfer of tax
benefits under the Economic Recovery Tax Act of 1981 (as it may from time to
time be amended, or any successor statute) to the extent the obligation to make
rental payments is offset or conditioned upon receipt of payments from another
person.

  "Subsidiary" means a corporation a majority of the Voting Stock of which is
owned by the Corporation, the Corporation and one or more Subsidiaries, or one
or more Subsidiaries.

  "United States" means the United States of America.  The Commonwealth of
Puerto Rico, the Virgin Islands and other territories and possessions are not
part of the United States.

  "Voting Stock" means capital stock having voting power under ordinary
circumstances to elect directors.

  SECTION 4.02. Payment of Securities. The Corporation shall promptly pay the
principal of and interest, if any, on the Securities on the dates and in the
manner provided in the Securities.

  To the extent lawful, the Corporation shall pay interest, if any, on overdue
principal at the rate borne by the Securities and shall pay interest, if any, on
overdue installments of interest at the same rate.

  SECTION 4.03. Limitation on Liens. The Corporation shall not, and shall not
permit any Restricted Subsidiary to, incur a Lien on Restricted Property to
secure a Debt unless:

        (1) the Lien equally and ratably secures the Securities and the Debt.
  The Lien may equally and ratably secure the Securities and any other
  obligation of the Corporation or a Subsidiary. The Lien may not secure an
  obligation of the Corporation that is subordinated to any Securities; or

        (2) the Lien is on property, Debt or shares of stock of a corporation at
  the time such corporation becomes a Restricted Subsidiary; or

                                      -24-
<PAGE>

        (3) the Lien is on property at the time the Corporation or a Restricted
  Subsidiary acquires the property. However, the Lien may not extend to any
  other Restricted Property owned by the Corporation or a Restricted Subsidiary
  at the time the property is acquired; or

        (4) the Lien secures the payment of all or any part of the purchase
  price of property upon the acquisition of such property by the Corporation or
  a Restricted Subsidiary or secures any Debt incurred or guaranteed by the
  Corporation or a Restricted Subsidiary prior to, at the time of, or within one
  year after the later of the acquisition, completion of construction (including
  any improvements on an existing property) or commencement of full operation of
  such property, which Debt is incurred or guaranteed for the purpose of
  financing all or any part of the purchase price thereof or construction or
  improvements thereon, and which Debt may be in the form of obligations
  incurred in connection with industrial revenue bonds or similar financings and
  letters of credit issued in connection therewith; provided, however, that in
  the case of any such acquisition, construction or improvement the Lien shall
  not apply to any property theretofore owned by the Corporation or a Restricted
  Subsidiary, other than, in the case of any such construction or improvement,
  any theretofore unimproved real property on which the property so constructed
  or the improvement made is located; or

        (5) the Lien secures Debt of a Restricted Subsidiary owed to the
  Corporation or another Restricted Subsidiary; or

        (6) the Lien is on property of a corporation or other entity at the time
  such corporation or other entity merges into, or consolidates or enters into a
  share exchange with, the Corporation or a Restricted Subsidiary; or

        (7) the Lien is on property of a person at the time the person transfers
  or leases all or substantially all its assets to the Corporation or a
  Restricted Subsidiary; or

        (8) the Lien is in favor of any customer (including any government or
  governmental authority) to secure partial, progress, advance or other payments
  or performance pursuant to any contract or statute or to secure any related
  indebtedness or to secure Debt guaranteed by a government or governmental
  authority; or

        (9) the Lien arises pursuant to any order of attachment, distraint or
  similar legal process arising in connection with court proceedings so long as
  the execution or other enforcement thereof is effectively stayed and the
  claims secured thereby are being contested in good faith by appropriate
  proceedings or the Lien is a materialmen's, suppliers', tax or other similar
  Lien arising in the ordinary course of business securing obligations which are
  not overdue or are being contested in good faith by appropriate proceedings;
  or

                                      -25-
<PAGE>

        (10) as to any particular series of Securities, the Lien extends, renews
  or replaces in whole or in part a Lien ("existing Lien") permitted by any of
  the clauses (1) through (9) or a Lien existing on the date that Securities of
  such series are first issued. The Lien may not extend beyond the property
  subject to the existing Lien. The Debt secured by the Lien may not exceed the
  Debt secured at the time by the existing Lien unless the existing Lien or a
  predecessor Lien was incurred under clause (1) or (5); or

        (11) the Debt secured by the Lien plus all other Debt secured by Liens
  on Restricted Property, excluding Debt secured by a Lien permitted by any of
  the clauses (1) through (10) and any Debt secured by a Lien existing at the
  date of this Indenture, at the time does not exceed 10% of Consolidated Net
  Tangible Assets. Attributable Debt for any lease entered into under clause (4)
  of Section 4.04 shall be included in the determination and treated as Debt
  secured by a Lien on Restricted Property not otherwise permitted by any of the
  clauses (1) through (10).

  SECTION 4.04. Limitation on Sale-Leaseback Transactions. The Corporation shall
not, and shall not permit any Restricted Subsidiary to, enter into a Sale-
Leaseback Transaction unless:

        (1) the lease has a term of three years or less; or

        (2) the lease is between the Corporation and a Restricted Subsidiary or
  between Restricted Subsidiaries; or

        (3) the Corporation or a Restricted Subsidiary under clauses (2) through
  (10) of Section 4.03 could create a Lien on the property to secure Debt at
  least equal in amount to the Attributable Debt for the lease; or

        (4) the Corporation or a Restricted Subsidiary under clause (11) of
  Section 4.03 could create a Lien on the property to secure Debt at least equal
  in amount to the Attributable Debt for the lease; or

        (5) the Corporation or a Subsidiary owns or acquires other property
  which will be made a Principal Property and is determined by the Board of
  Directors of the Corporation to have a fair value equal to or greater than the
  Attributable Debt incurred; or

        (6) (A) the Corporation or a Restricted Subsidiary makes an optional
  prepayment in cash of its Debt at least equal in amount to the Attributable
  Debt for the lease,

            (B) the prepayment is made within 120 days of the effective date of
          the lease,

                                      -26-
<PAGE>

            (C) the Debt prepaid is not owned by the Corporation or a Restricted
          Subsidiary, and

            (D) the Debt prepaid was Long-Term Debt at the time it was created.

  SECTION 4.05. No Lien Created, etc. This Indenture and the Securities do not
create a Lien, charge or encumbrance on any property of the Corporation or any
Subsidiary.

  SECTION 4.06. Compliance Certificate. The Corporation shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Corporation an
Officers' Certificate stating whether or not the signers know of any default by
the Corporation in performing their covenants in Section 4.03 or 4.04. If they
do know of such a default, the certificate shall describe the default. The
certificate need not comply with Section 10.05.

  SECTION 4.07. SEC Reports. The Corporation shall file with the Trustee within
15 days after it files them with the SEC copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which the
Corporation is required to file with the SEC pursuant to Section 13 or Section
15(d) of the Exchange Act. The Corporation also shall comply with the other
provisions of TIA Section 314(a).


                                   ARTICLE 5

                             SUCCESSOR CORPORATION

  SECTION 5.01. When the Corporation May Merge, etc. The Corporation shall not
consolidate with or merge into, or transfer all or substantially all its assets
to another corporation, unless (1) the resulting, surviving or transferee
corporation assumes by supplemental indenture all the obligations of the
Corporation under the Securities and this Indenture, (2) immediately after
giving effect to such transaction no Event of Default and no circumstances
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing, and (3) the Corporation shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, merger or transfer and such supplemental
indenture comply with this Indenture, and thereafter all such obligations of the
Corporation shall terminate.

  SECTION 5.02. When Securities Must be Secured. If upon any such consolidation,
merger or transfer a Restricted Property would become subject to an attaching
Lien that secures Debt, then, before the consolidation, merger or transfer
occurs, the Corporation by supplemental

                                      -27-
<PAGE>

indenture shall secure the Securities by a direct lien on the Restricted
Property. The direct Lien shall have priority over all Liens on the Restricted
Property except those already on it. The direct Lien may equally and ratably
secure the Securities and any other obligation of the Corporation or a
Subsidiary. However, the Corporation need not comply with this Section if:

        (1) upon the consolidation, merger or transfer the attaching Lien will
     secure the Securities equally and ratably with or prior to Debt secured by
     the attaching Lien; or

        (2) the Corporation or a Restricted Subsidiary under any of the clauses
     (2) through (11) of Section 4.03 could create a Lien on the Restricted
     Property to secure Debt at least equal in amount to that secured by the
     attaching Lien.

                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

  SECTION 6.01. Events of Default. An "Event of Default" occurs with respect to
a series of Securities if:

        (1) the Corporation defaults in the payment of interest on any Security
  of that series when the same becomes due and payable and the default continues
  for a period of 30 days;


        (2) the Corporation defaults in the payment of the principal of any
  Security of that series when the same becomes due and payable at maturity,
  upon redemption or otherwise;

        (3) the Corporation fails to comply with any of its other agreements in
  the Securities of that series or this Indenture for the benefit of that series
  and the default continues for the period and after the notice specified in
  this Section;

        (4) the Corporation pursuant to or within the meaning of any Bankruptcy
  Law:
            (A) commences a voluntary case,

            (B) consents to the entry of an order for relief against it in an
        involuntary case,

            (C) consents to the appointment of a Custodian of it or for all or
        substantially all of its property, or

                                      -28-
<PAGE>

             (D) makes a general assignment for the benefit of its creditors;

        (5) a court of competent jurisdiction enters an order or decree under
  any Bankruptcy Law that:

             (A) is for relief against the Corporation in an involuntary case,

             (B) appoints a Custodian of the Corporation or for all or
        substantially all of the property of the Corporation, or

             (C) orders the winding up or liquidation of the Corporation,

  and the order or decree remains unstayed and in effect for 90 days; or

        (6) there occurs any other event specifically described as an Event of
  Default by the Securities of that series.

  The term "Bankruptcy Law" means Title 11, United States Code, or any similar
Federal or state law for the relief of debtors.  The term "Custodian" means any
receiver, trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

  A default under clause (3) is not an Event of Default with respect to a series
of Securities until the Trustee or the Holders of at least 25% in principal
amount of the Securities of that series notify the Corporation of the default
and the Corporation does not cure the default within 90 days after receipt of
the notice.  The notice must specify the default, demand that it be remedied and
state that the notice is a "Notice of Default."  Subject to Sections 7.01 and
7.02 the Trustee shall not be charged with knowledge of any default unless
written notice thereof shall have been given to the Trustee by the Corporation,
the Paying Agent, the Holder of a Security or an agent of such Holder.

  SECTION 6.02. Acceleration. If an Event of Default with respect to a series of
Securities occurs and is continuing, the Trustee, by notice to the Corporation
or the Holders of at least 25% in principal amount of the Securities of that
series by notice to the Corporation and the Trustee, may declare the principal
(or, in the case of Discounted Securities, such amount of principal as may be
provided for in such Securities) of and accrued interest, if any, on all the
Securities of that series to be due and payable immediately. Upon such a
declaration such principal and interest, if any, shall be due and payable
immediately. The Holders of a majority in principal amount of the Securities of
any series by notice to the Trustee may rescind an acceleration (and upon such
rescission any Event of Default caused by such acceleration shall be deemed
cured) with respect to that series and its consequences if all existing Events
of Default with respect to the series have been cured or waived, if the
rescission would not conflict with any judgment or decree, and if all payments
due to the Trustee and any predecessor Trustee under Section 7.07 have been
made.

                                      -29-
<PAGE>

  SECTION 6.03. Other Remedies. If an Event of Default with respect to a series
of Securities occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of principal of
(or, in the case of Discounted Securities, such amount of principal as may be
provided for in such Securities) or interest, if any, on the Securities of that
series or to enforce the performance of any provision of such Securities or this
Indenture.

  The Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of acquiescence in the Event of Default.  No remedy is
exclusive of any other remedy.  All available remedies are cumulative to the
extent permitted by law.

  SECTION 6.04. Waiver of Past Defaults. Subject to Section 9.02 the Holders of
a majority in principal amount of the Securities of a series by notice to the
Trustee may waive an existing Default or Event of Default with respect to that
series and its consequences. When a Default or Event of Default is waived, it is
cured and stops continuing, but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.

  SECTION 6.05. Control by Majority. The Holders of a majority in principal
amount of the Securities of a series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on it with respect to that series.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture, or, subject to Section 7.01, that the Trustee determines is
unduly prejudicial to the rights of other Holders of Securities of the same
series or would involve the Trustee in personal liability.

  SECTION 6.06. Limitation on Suits. No Holder of a Security of any series may
pursue any remedy with respect to this Indenture or the Securities unless:

        (1) the Holder gives to the Trustee written notice stating that an Event
  of Default with respect to the Securities of the series is continuing;

        (2) the Holders of at least 25% in principal amount of the Securities of
  that series make a written request to the Trustee to pursue the remedy;

        (3) such Holder or Holders offer to the Trustee indemnity satisfactory
  to the Trustee against any loss, liability or expense;

        (4) the Trustee does not comply with the request within 60 days after
  receipt of the request and the offer of indemnity; and

                                      -30-
<PAGE>

        (5) during such 60-day period the Holders of a majority in principal
  amount of the Securities of that series do not give the Trustee a direction
  inconsistent with the request.

  A Securityholder may not use this Indenture to prejudice the rights of another
Securityholder or to obtain a preference or priority over any other
Securityholder.

  SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of
principal of and interest, if any, on the Security on or after the respective
due dates expressed in the Security, or to bring suit for the enforcement of any
such payment on or after such respective date, shall not be impaired or affected
without the consent of the Holder.

  SECTION 6.08. Collection Suit by Trustee. If an Event of Default in payment of
interest or principal specified in Section 6.01(1) or (2) occurs and is
continuing, subject to Sections 6.02 and 6.04 the Trustee may recover judgment
in its own name and as trustee of an express trust against the Corporation for
the whole amount of principal and interest, if any, remaining unpaid.

  SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Securityholders allowed in
any judicial proceedings relative to the Corporation, or any of its creditors or
property, and unless prohibited by law or applicable regulations, may vote on
behalf of the Holders in any election of a trustee in bankruptcy or other person
performing similar functions.

  SECTION 6.10. Priorities. If the Trustee collects any money pursuant to this
Article with respect to the Securities of any series, it shall pay out the money
in the following order:

        First: to the Trustee for amounts due under Section 7.07;

        Second: to Holders of Securities of that series for amounts due and
  unpaid on such Securities for principal and interest, if any, ratably, without
  preference or priority of any kind, according to the amounts due and payable
  on such Securities for principal and interest, if any, respectively; and

        Third: to the Corporation.

  The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section.

                                      -31-
<PAGE>

  SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant in the suit other than the Trustee of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit including the Trustee, having due regard to the merits and
good faith of the claims or defenses made by the party litigant. This Section
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07 or a suit by Holders of more than 10% in principal amount of the Securities
of any series.


                                   ARTICLE 7

                                    TRUSTEE



  SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and
is continuing, the Trustee shall with respect to Securities exercise its rights
and powers and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

  (b) Except during the continuance of an Event of Default:

      (1) the Trustee need perform only those duties that are specifically set
     forth in this Indenture and no others; and

      (2) in the absence of bad faith on its part, the Trustee may conclusively
     rely, as to the truth of the statements and the correctness of the opinions
     expressed therein, upon certificates, notices or opinions furnished to the
     Trustee and conforming to the requirements of this Indenture. However, the
     Trustee shall examine the certificates, notices and opinions to determine
     whether or not they conform to the requirements of this Indenture.

  (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:

      (1) this paragraph does not limit the effect of paragraph (b) of this
     Section;

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

      (3) the Trustee shall not be liable with respect to any action it takes or
     omits to

                                      -32-
<PAGE>

     take in good faith in accordance with a direction received by it pursuant
     to Section 6.05.

  (d) Every provision of this Indenture that in any way relates to the Trustee
is subject to paragraphs (a), (b) and (c) of this Section.

  (e) The Trustee may refuse to perform any duty or exercise any right or power
unless it receives indemnity satisfactory to it against any loss, liability or
expense.

  (f) The Trustee shall not be liable for interest on any money received by it
except as the Trustee may agree with the Corporation.

  SECTION 7.02. Rights of Trustee. (a) Subject to Section 7.01 the Trustee may
rely on any document believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document.

  (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on the
Officers' Certificate or Opinion of Counsel.

  (c) The Trustee may act through agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.

  (d) The Trustee shall not be liable for any action it takes or omits to take
in good faith which it believes to be authorized or within its rights or powers.

  SECTION 7.03. Individual Rights of Trustee, etc. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Corporation or any of its affiliates with the same
rights it would have if it were not Trustee. Any Agent may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11.

  SECTION 7.04. Trustee's Disclaimer. The Trustee makes no representations as to
the validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Corporation's use of the proceeds from the Securities, and
it shall not be responsible for any statement in the Securities other than its
certificate of authentication.

  SECTION 7.05. Notice of Defaults. If a Default occurs with respect to a series
of Securities and is continuing and if it is known to the Trustee, the Trustee
shall mail to each Holder of Securities of that series notice of the Default
within 90 days after it occurs. Except in the case of a default in payment on
any Security, the Trustee may withhold the notice if and so long as a committee
of its Trust Officers in good faith determines that withholding the notice is in
the interests of such Holders.

                                      -33-
<PAGE>

  SECTION 7.06. Reports by Trustee to Holders. If required pursuant to TIA
Section 313(a), the Trustee, within 60 days after each May 15, shall mail to
each Securityholder a brief report dated as of May 15 that complies with TIA
Section 313(a). The Trustee also shall comply with the reporting obligations of
TIA Section 313(b).

  A copy of each report at the time of its mailing to Securityholders shall be
filed with the SEC and each stock exchange on which the Securities are listed.
The Corporation agrees to notify the Trustee whenever the Securities become
listed on any stock exchange.

  SECTION 7.07. Compensation and Indemnity. The Corporation shall pay to the
Trustee from time to time reasonable compensation for its services. The
Corporation shall reimburse the Trustee upon request for all reasonable out-of-
pocket expenses incurred by it. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel. The Corporation
shall indemnify the Trustee against any loss or liability incurred by it in
connection with the administration of this trust and its duties hereunder. The
Trustee shall notify the Corporation promptly of any claim for which it may seek
indemnity. The Corporation need not pay for any settlement made without its
consent. The Corporation need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through negligence or bad faith.

  To secure the Corporation's payment obligations in this Section, the Trustee
shall have a senior claim to which the Securities are hereby made subordinate on
all money or property held or collected by the Trustee, except that held in
trust to pay principal of and interest, if any, on particular Securities.

  When the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.01(4) or (5) occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under any
Bankruptcy Law.

  SECTION 7.08. Replacement of Trustee. The Trustee may resign with respect to
the Securities of one or more series by so notifying the Corporation. The
Holders of a majority in principal amount of the Securities of any series may
remove the Trustee with respect to that series by so notifying the removed
Trustee and may appoint a successor Trustee with the Corporation's consent. The
Corporation may remove the Trustee if:

        (1) the Trustee fails to comply with Section 7.10;

        (2) the Trustee is adjudged a bankrupt or an insolvent;

        (3) a receiver or other public officer takes charge of the Trustee or
  its property; or

        (4) the Trustee otherwise becomes incapable of acting.

                                      -34-
<PAGE>

  If the Trustee resigns or is removed or if a vacancy exists in the office of
trustee for any reason, the Corporation shall promptly appoint a successor
Trustee.

  A successor Trustee shall deliver a written acceptance of its appointment to
the retiring Trustee and to the Corporation.  Immediately after that, the
retiring Trustee shall transfer all property held by it as Trustee for the
benefit of the series with respect to which it is retiring to the successor
Trustee, the resignation or removal of the retiring Trustee shall then become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture with respect to that series.  A
successor Trustee shall mail notice of its succession to each Holder of the
Securities of the series affected.

  If pursuant to Section 2.03(5) a trustee, other than the Trustee initially
named in this Indenture (or any successor thereto), is appointed with respect to
one or more series of Securities, the Corporation, the Trustee initially named
in this Indenture (or any successor thereto) and such newly appointed trustee
shall execute and deliver a supplement to this Indenture which shall contain
such provisions as shall be necessary or desirable to confirm that all the
rights, powers, trusts and duties of the Trustee initially named in this
Indenture (or any successor thereto) with respect to the Securities of any
series as to which the Trustee is continuing as trustee hereunder shall continue
to be vested in the Trustee initially named in this Indenture (or any successor
thereto), and shall add to, supplement or change any of the provisions of this
Indenture as shall be necessary or desirable 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 relating to the separate series of
Securities as if it were acting under a separate indenture.

  If a successor Trustee with respect to a series of Securities does not take
office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Corporation or the Holders of a majority in principal
amount of the Securities of that series may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

  If the Trustee with respect to a series of Securities fails to comply with
Section 7.10, any Holder of Securities of that series may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

  If there are two or more Trustees at any time under this Indenture, each will
be the Trustee of a separate trust held under this Indenture for the benefit of
the series of Securities for which it is acting as Trustee and the rights and
obligations of each Trustee will be determined as if it were acting under a
separate indenture.

  SECTION 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates
with, merges or converts into or transfers all or substantially all its
corporate trust assets to another

                                      -35-
<PAGE>

corporation, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

  SECTION 7.10. Eligibility; Disqualification. This Indenture shall always have
a Trustee that satisfies the requirements of TIA Section 310(a). The Trustee
shall have a combined capital and surplus of at least $5,000,000 as set forth in
its most recent published annual report of condition. The Trustee shall comply
with TIA Section 310(b), provided that the question whether the Trustee has a
conflicting interest shall be determined as if each series of Securities were
separate issues of securities issued under separate indentures.


  SECTION 7.11. Preferential Collection of Claims Against Corporation. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.


                                   ARTICLE 8

                    SATISFACTION, DISCHARGE AND DEFEASANCE


  SECTION 8.01. Satisfaction and Discharge Under Limited Circumstances. If at

                                      -36-
<PAGE>

any time (a) all Securities of a series previously authenticated (other than any
Securities destroyed, lost or stolen and replaced or paid as provided in Section
2.08) shall have been delivered to the Trustee for cancellation, or (b) all the
Securities of a series not previously delivered to the Trustee for cancellation
shall have become due and payable, the Corporation has deposited or caused to be
deposited with the Trustee as trust funds the entire amount (other than moneys
paid to the Corporation in accordance with Section 8.05) sufficient to pay at
maturity or upon redemption all Securities of that series not previously
delivered to the Trustee for cancellation, including principal and interest, if
any, due, and if, in either case, the Corporation shall also pay all other sums
then payable under this Indenture by the Corporation, then this Indenture shall
cease to be of further effect with respect to Securities of that series, and the
Trustee, on demand of and at the cost and expense of the Corporation, shall
execute proper instruments acknowledging satisfaction of and discharging this
Indenture with respect to Securities of that series. The Corporation will
reimburse the Trustee for any subsequent costs or expenses reasonably and
properly incurred by the Trustee in connection with this Indenture or the
Securities.

  SECTION 8.02. Satisfaction and Discharge of Indenture. The Corporation may
take any action provided for in this Section unless the Securities of the
affected series specifically provide that this Section shall not apply to the
series. The Corporation at any time at its option may terminate all of its
obligations under the Securities of a series previously authenticated and its
obligations under this Indenture with respect to such series (except as provided
below), and the Trustee, at the expense of the Corporation, shall, upon the
request of the Corporation, execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to Securities of
that series, effective on the date the following conditions are satisfied:

        (1) with reference to this Section, the Corporation has deposited or
     caused to be deposited with the Trustee, as trust funds in trust,
     specifically pledged as security for and dedicated solely to the benefit of
     the Holders of the Securities of that series, (a) lawful money, in the
     currency or currencies in which Securities of that series are payable, in
     an amount, or (b) if the Securities of that series are payable in Dollars,
     U.S. Government Obligations which through the payment of interest and
     principal in respect thereof in accordance with their terms (and, as to
     callable U.S. Government Obligations, regardless of when they are called)
     will provide not later than the opening of business on the due dates of any
     payment of the principal of and any interest on the Securities of that
     series lawful money of the United States in an amount, or (c) Securities of
     that series, or (d) a combination thereof, sufficient to pay and discharge
     the principal of and interest, if any, on the Securities of that series on
     the date on which such payments are due and payable in accordance with the
     terms of this Indenture and of the Securities of that series and 91 days
     have passed during which no Event of Default under Section 6.01(4) or
     6.01(5) has occurred;

        (2) if the Securities of that series are then listed on any national
     securities

                                      -37-
<PAGE>

     exchange, the Corporation shall have delivered to the Trustee an Opinion of
     Counsel to the effect that such deposit, defeasance and discharge will not
     cause such Securities to be delisted; and

        (3) the Corporation has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, complying with Section 10.04
     relating to the Corporation's exercise of such option.

  The trust established pursuant to subsection (1) above shall be irrevocable
and shall be made under the terms of an escrow trust agreement in form and
substance satisfactory to the Trustee.  The escrow trust agreement may, at the
Corporation's election, grant the Corporation the right to substitute U.S.
Government Obligations or Securities of the same series from time to time for
any or all of the U.S. Government Obligations deposited with the Trustee
pursuant to this Section and the escrow trust agreement; provided, that the
condition specified in subsection (1) above is satisfied immediately following
any such substitution or substitutions.  If any Securities of a series are to be
redeemed prior to their stated maturity pursuant to optional redemption
provisions the applicable escrow trust agreement shall provide therefor and the
Corporation shall make such arrangements as are satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Corporation.

  Upon the satisfaction of the conditions set forth in this Section with respect
to the Securities, the terms and conditions of the Securities, including the
terms and conditions with respect thereto set forth in this Indenture, shall no
longer be binding upon, or applicable to, the Corporation.

  Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Corporation under Sections 2.04, 2.05, 2.06, 2.07, 2.08,
2.10, 7.07 and 7.08 with respect to the Securities of that series shall survive
until the Securities of that series are no longer outstanding.  Thereafter, the
Corporation's obligations in Section 7.07 shall survive.

  "U.S. Government Obligations" means the following obligations:

        (1) direct obligations of the United States for the payment of which its
     full faith and credit is pledged; or

        (2) obligations of a person controlled or supervised by and acting as an
     agency or instrumentality of the United States the payment of which is
     unconditionally guaranteed as a full faith and credit obligation by the
     United States.

  SECTION 8.03. Defeasance of Certain Obligations. The Corporation may take any
action provided for in this Section unless the Securities of the affected series
specifically provide that this Section shall not apply to the series. The
Corporation at any time at their option may cease to be under any obligation to
comply with Sections 4.03, 4.04, 4.06, 5.01 and 5.02 with

                                      -38-
<PAGE>

respect to Securities of a series effective on the date the following conditions
are satisfied:

        (1) with reference to this Section, the Corporation has deposited or
     caused to be deposited with the Trustee irrevocably, as trust funds in
     trust, specifically pledged as security for and dedicated solely to the
     benefit of the Holders of the Securities of that series, (a) lawful money,
     in the currency or currencies in which Securities of that series are
     payable, in an amount, or (b) if the Securities of that series are payable
     in Dollars, U.S. Government Obligations which through the payment of
     interest and principal in respect thereof in accordance with their terms
     (and, as to callable U.S. Government Obligations, regardless of when they
     are called) will provide not later than the opening of business on the due
     dates of any payment of principal of and interest on the Securities of that
     series lawful money of the United States in an amount, or (c) Securities of
     that issue, or (d) a combination thereof, sufficient to pay and discharge
     the principal of and interest on the Securities of that series on the day
     on which such payments are due and payable in accordance with the terms of
     this Indenture and of the Securities of that series; and

        (2) the Corporation has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel complying with Section 10.04 relating
     to the Corporation's exercise of such option.

  The trust established pursuant to subsection (1) above shall be irrevocable
and shall be made under the terms of an escrow trust agreement in form and
substance satisfactory to the Trustee.  The escrow trust agreement may, at the
Corporation's election, grant the Corporation the right to substitute U.S.
Government Obligations or Securities of the same series from time to time for
any or all of the U.S. Government Obligations deposited with the Trustee
pursuant to this Section and the escrow trust agreement; provided, that the
condition specified in subsection (1) above is satisfied immediately following
any such substitution or substitutions.  If any Securities of a series are to be
redeemed prior to their stated maturity pursuant to optional redemption
provisions the applicable escrow trust agreement shall provide therefor and the
Corporation shall make such arrangements as are satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Corporation.

  The Corporation's exercise of its option under this Section shall not preclude
the Corporation from subsequently exercising its option under Section 8.02
hereof and the Corporation may so exercise that option by providing the Trustee
with written notice to such effect.

  SECTION 8.04. Application of Trust Money. The Trustee shall hold in trust
money, U.S. Government Obligations, and Securities of that series deposited with
it pursuant to Sections 8.01, 8.02 or 8.03. It shall apply the deposited money
and U.S. Government Obligations through the Paying Agent and in accordance with
this Indenture, to the payment of principal and interest, if any, on the
Securities of the series for the payment of which such money and U.S. Government
Obligations has been deposited. The Holder of any Security replaced

                                      -39-
<PAGE>

pursuant to Section 2.08 shall not be entitled to any such payment and shall
look only to the Corporation for any payment which such Holder may be entitled
to collect. In connection with the satisfaction and discharge of this Indenture
or the defeasance of certain obligations under this Indenture with respect to
Securities of a series pursuant to Section 8.02 or Section 8.03 hereof,
respectively, the escrow trust agreement may, at the Corporation's election, (1)
enable the Corporation to direct the Trustee to invest any money received by the
Trustee on the U.S. Government Obligations deposited in trust thereunder in
additional U.S. Government Obligations and (2) enable the Corporation to
withdraw monies or U.S. Government Obligations from the trust from time to time;
provided, that the condition specified in Section 8.02(1) or 8.03(1) is
satisfied immediately following any investment of such money by the Trustee or
the withdrawal of monies or U.S. Government Obligations from the trust by the
Corporation as the case may be.

  SECTION 8.05. Repayment to Corporation. The Trustee and the Paying Agent shall
promptly pay to the Corporation upon request any excess money or securities held
by them at any time. The Trustee and the Paying Agent shall pay, unless
otherwise prohibited by mandatory provisions of applicable escheat or abandoned
or unclaimed property law, to the Corporation upon request any money held by
them for the payment of principal or interest, if any, that remains unclaimed
for two years.


                                   ARTICLE 9

                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

  SECTION 9.01. Without Consent of Holders. The Corporation may amend or
supplement this Indenture or the Securities of any series without notice to or
consent of any Securityholder:

        (1) to cure any ambiguity, omission, defect or inconsistency;

        (2) to comply with Article 5;

        (3) to provide for uncertificated Securities in addition to or in place
     of certificated Securities;

        (4) to effectuate or comply with the provisions of Section 2.03(5) or
     7.08;

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

                                      -40-
<PAGE>

        (6) to make any change that does not materially adversely affect the
     rights of any Holder of any Security of that series; or

        (7) to add or change or eliminate any provisions of this Indenture as
     shall be necessary or desirable in accordance with any amendments to the
     TIA.

  The Trustee may waive compliance by the Corporation with any provision of this
Indenture or the Securities of any series without notice to or consent of any
Securityholder if the waiver does not materially adversely affect the rights of
any Holder of any Securities of that series.

  SECTION 9.02. With Consent of Holders. The Corporation may amend or supplement
this Indenture or the Securities without notice to any Securityholder but with
the written consent of the Holders of not less than a majority in principal
amount of the Securities of each series affected and the Trustee shall execute
any such amendment or supplement at the direction of the Corporation. The
Holders of a majority in principal amount of the Securities of each series
affected may waive compliance by the Corporation with any provision of this
Indenture or the Securities of each such series without notice to any
Securityholder. However, without the consent of each Securityholder affected, an
amendment, supplement or waiver, including a waiver pursuant to Section 6.04,
may not:

        (1) reduce the amount of Securities of any series whose Holders must
     consent to an amendment, supplement or waiver;

        (2) reduce the rate of or extend the time for payment of interest on any
     Security;

        (3) reduce the principal of or extend the fixed maturity of any
     Security;

        (4) reduce the portion of the principal amount of a Discounted Security
     payable upon acceleration of its maturity; or

        (5) make any Security payable in a currency or currency unit other than
     that stated in the Security.

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

  SECTION 9.03. Compliance with Trust Indenture Act of 1939. Every amendment to
or supplement of this Indenture or the Securities shall comply with the TIA as
then in effect.

  SECTION 9.04. Revocation and Effect of Consents. A consent to an amendment,

                                      -41-
<PAGE>

supplement or waiver by a Holder of a Security shall bind the Holder and every
subsequent Holder of that Security or portion of the Security that evidences the
same debt as the consenting Holder's Security, even if notation of the consent
is not made on the Security. However, any such Holder or subsequent Holder may
revoke the consent as to his Security or portion of the Security. The Trustee
must receive the notice of revocation before the date the amendment, supplement
or waiver becomes effective.

  After an amendment, supplement or waiver becomes effective, it shall bind
every Securityholder unless it makes a change described in clauses (2), (3), (4)
or (5) of Section 9.02.  In that case the amendment, supplement or waiver shall
bind each Holder of a Security who has consented to it and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security.

  SECTION 9.05. Notation on or Exchange of Securities. If an amendment,
supplement or waiver changes the terms of a Security, the Trustee may require
the Holder of the Security to deliver it to the Trustee. The Trustee may place
an appropriate notation on the Security about the changed terms and return it to
the Holder. Alternatively, if the Corporation or the Trustee so determine, the
Corporation in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms.

  SECTION 9.06. Trustee to Sign Amendments, etc. The Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article if the
amendment, supplement or waiver does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may but need
not sign it. In signing such amendment, supplement or waiver the Trustee shall
be entitled to receive, and (subject to Section 7.01) shall be fully protected
in relying upon, an Opinion of Counsel stating that such amendment, supplement
or waiver is authorized or permitted by this Indenture. The Corporation may not
sign an amendment or supplement unless authorized by an appropriate Board
Resolution.


                                  ARTICLE 10

                                 MISCELLANEOUS

  SECTION 10.01. TIA Controls. If any provision of this Indenture limits,
qualifies or conflicts with another provision which is required to be included
in this Indenture by the TIA, the required provision shall control.

  SECTION 10.02 Notices. Any notice or communication shall be sufficiently given
if in writing and delivered in person or mailed by first-class mail addressed as
follows:

                                      -42-
<PAGE>

  if to the Corporation:

        Lockheed Martin Corporation
        Attention:  Treasurer
        6801 Rockledge Drive
        Bethesda, Maryland  20817

  if to the Trustee:

        U.S. Bank Trust National Association
        100 Wall Street
        New York, New York 10005

  The Corporation or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

  Any notice or communication mailed to a Securityholder shall be mailed to the
Securityholder at the Securityholder's address as it appears on the registration
books of the Registrar and shall be sufficiently given if so mailed within the
time prescribed.

  Failure to mail a notice of communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders.  If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

  SECTION 10.03. Communication by Holders with Other Holders. Securityholders
may communicate pursuant to TIA Section 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. The Corporation,
the Trustee, the Registrar and anyone else shall have the protection of TIA
Section 312(c).

  SECTION 10.04. Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Corporation to the Trustee to take any action
under this Indenture, the Corporation shall furnish to the Trustee:

        (1) an Officers' Certificate stating that, in the opinion of the
     signers, all conditions precedent, if any, provided for in this Indenture
     relating to the proposed action have been complied with; and

        (2) an Opinion of Counsel stating that, in the opinion of such counsel,
     all such conditions precedent have been complied with.

  SECTION 10.05. Statements Required in Certificate or Opinion. Each certificate
or opinion with respect to compliance with a condition or covenant provided for
in this Indenture shall include:

                                      -43-
<PAGE>

        (1) a statement that the person making such certificate or opinion has
     read such covenant or condition;

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

        (3) a statement that, in the opinion of such person, the person has made
     such examination or investigation as is necessary to enable the person to
     express an informed opinion as to whether such covenant or condition has
     been complied with;

        (4) a statement as to whether or not, in the opinion of such person,
     such condition or covenant has been complied with.

  SECTION 10.06. When Treasury Securities Disregarded. In determining whether
the Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Corporation or by any
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Corporation, shall be disregarded, except that
for the purpose of determining whether the Trustee shall be protected in relying
on any such direction, waiver or consent, only Securities which the Trustee
knows are so owned shall be so disregarded. Also, subject to the foregoing, only
Securities outstanding at the time shall be considered in any such
determination.

  SECTION 10.07. Rules by Trustee, Paying Agent, Registrar. The Trustee may make
reasonable rules for action by or a meeting of Securityholders. The Paying Agent
or Registrar may make reasonable rules for its functions.

  SECTION 10.08. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday, a
legal holiday or a day on which banking institutions are not required to be
open. If a payment date is a Legal Holiday at a place of payment, payment shall
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. If a regular record
date is a Legal Holiday in the state or other jurisdiction in which the Trustee
maintains its principal place of business, then the record date shall be the
next succeeding day that is not a Legal Holiday in such state or other
jurisdiction.

  SECTION 10.09. Governing Law. The laws of the State of Maryland shall govern
this Indenture and the Securities.

  SECTION 10.10. No Adverse Interpretation of Other Agreements. This Indenture
may not be used to interpret another indenture, loan or debt agreement of the
Corporation or any Subsidiary of the Corporation. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

                                      -44-
<PAGE>

  SECTION 10.11. No Recourse Against Others. A director, officer, employee or
stockholder (other than the Corporation as issuer of the Debt Securities), as
such, of the Corporation shall not have any liability for any obligation of the
Corporation under the Securities or the Indenture or for any claim based on,
with respect to or by reason of such obligations or their creation. All such
liability is waived and released as a condition of, and as partial consideration
for, the execution of this Indenture and the issue of the Securities.

  SECTION 10.12. Securities in a Foreign Currency. Unless otherwise specified in
an Officers' Certificate delivered pursuant to Section 2.01 of this Indenture
with respect to a particular series of Securities, whenever for purposes of this
Indenture any action may be taken by the holders of a specified percentage in
aggregate principal amount of Securities of all series at the time outstanding
and, at such time, there are outstanding Securities of any series which are
denominated in a Foreign Currency, then the principal amount of Securities of
such series which shall be deemed to be outstanding for the purpose of taking
such action shall be that amount of Dollars that could be obtained for such
amount at the Market Exchange Rate on the record date fixed for such action or,
if no record date is fixed, on the New York Banking Day immediately preceding
the date of such action.

  SECTION 10.13. Judgment Currency. If, for the purpose of obtaining a judgment
in any court with respect to any obligation of the Corporation hereunder or
under any Security or any related coupon it shall become necessary to convert
into any other currency or currency unit any amount in the currency or currency
unit due hereunder or under such Security or coupon then such conversion shall
be made by the Currency Determination Agent at the Market Exchange Rate as in
effect on the date of entry of the judgment (the "Judgment Date"). If pursuant
to any such judgment, conversion shall be made on a date (the "Substitute Date")
other than the Judgment Date and there shall occur a change between the Market
Exchange Rate as in effect on the Judgment Date and the Market Exchange Rate as
in effect on the Substitute Date, the Corporation agrees to pay such additional
amounts (if any) as may be necessary to ensure that the amount paid is equal to
the amount in such other currency or currency unit which, when converted at the
Market Exchange Rate as in effect on the Judgment Date, is the amount due
hereunder or under such Security or coupon. Any amount due from the Corporation
under this Section shall be due as a separate debt and is not to be affected by
or merged into any judgment being obtained for any other sums due hereunder or
with respect to any Security or coupon. In no event, however, shall the
Corporation be required to pay more in the currency or currency unit due
hereunder or under such Security or coupon at the Market Exchange Rate as in
effect on the Judgment Date than the amount of currency or currency unit stated
to be due hereunder or under such Security or coupon so that in any event the
Corporation's obligations hereunder or under such Security or coupon will be
effectively maintained as obligations in such currency or currency unit, and the
Corporation shall be entitled to withhold (or be reimbursed for, as the case may
be) any excess of the amount actually realized upon any such conversion on the
Substitute Date over the amount due and payable on the Judgment Date.

                                      -45-
<PAGE>

  SECTION 10.14. Successors. All agreements of the Corporation in this Indenture
and the Securities shall bind its successor. All agreements of the Trustee in
this Indenture shall bind its successor.

  SECTION 10.15. Duplicate Originals. The parties may sign any number of copies
of this Indenture. One signed copy is enough to prove this Indenture.

  SECTION 10.16. Acts of Holders; Record Dates.

        (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be 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 agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Corporation.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 7.1(e)) conclusive in favor of the Trustee and
the Corporation, if made in the manner provided in this Section.

        (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 acknowledgements of deeds, certifying that the individual signing
such instrument or writing acknowledged to such officer the execution thereof.
Where such execution is by a signer acting in a capacity other than such
signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer's authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

        (c) The Corporation may, in the circumstances permitted by the TIA, fix
any day as the record date for the purpose of determining the Holders of
Securities of any series entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted to be given or taken by Holders of
Securities of such series. If not set by the Corporation prior to the first
solicitation of a Holder of Securities of such series made by any person in
respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 2.6) prior to such first solicitation or vote, as the case
may be. With regard to any record date for action to be taken by the Holders of
one or more series of Securities, only the Holders of Securities of such series
on such date (or their duly designated proxies) shall be entitled to give
or take, or vote on, the relevant action.

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<PAGE>

                                  SIGNATURES


Attest:                                    LOCKHEED MARTIN CORPORATION


___________________________                By:___________________________
Secretary


Attest:                                    U.S. BANK TRUST NATIONAL ASSOCIATION
                                             as Trustee


___________________________                By:___________________________
Secretary



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