<PAGE>

                               UNISYS CORPORATION

                                       AND

                                  HSBC Bank USA
                                     Trustee

                                    INDENTURE

                          Dated as of _________________

                          Subordinated Debt Securities
<PAGE>
           Reconciliation and Tie Between Trust Indenture Act of 1939
                   and Indenture dated as of ________________

Trust Indenture
  Act Section                                                 Indenture Section

Section  310(a)(1)..................................................609
            (a)(2)..................................................609
            (a)(3).......................................Not Applicable
            (a)(4).......................................Not Applicable
            (b).....................................................608
                                                                    610
Section  311(a).....................................................613
            (b).....................................................613
Section  312(a).....................................................701
                                                                 702(a)
            (b)..................................................702(b)
            (c)..................................................702(c)
Section  313(a)..................................................703(a)
            (b)..................................................703(a)
            (c)..................................................703(a)
            (d)..................................................703(b)
Section  314(a).....................................................704
            (a)(4).................................................1005
            (b)..........................................Not Applicable
            (c)(1)..................................................102
            (c)(2)..................................................102
            (c)(3).......................................Not Applicable
            (d)..........................................Not Applicable
            (e).....................................................102
Section  315(a).....................................................601
            (b).....................................................602
            (c).....................................................601
            (d).....................................................601
            (e).....................................................514
Section  316(a).....................................................101
            (a)(1)(A)...............................................502
                                                                    512
            (a)(1)(B)...............................................513
            (a)(2).......................................Not Applicable
            (b).....................................................508
            (c)..................................................104(g)
Section  317(a)(1)..................................................503
<PAGE>
            (a)(2)..................................................504
            (b)....................................................1003
Section  318(a).....................................................107

--------------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
        part of the Indenture.
<PAGE>
                              TABLE OF CONTENTS(1)

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>                                                                          <C>
ARTICLE I   Definitions and Other Provisions of General Application........   1
         SECTION 101.  Definitions.........................................   1
         SECTION 102.  Compliance Certificates and Opinions................   9
         SECTION 103.  Form of Documents Delivered to Trustee..............   10
         SECTION 104.  Acts of Holders; Record Dates.......................   10
         SECTION 105.  Notices, etc., to Trustee and Company...............   13
         SECTION 106.  Notice to Holders; Waiver...........................   13
         SECTION 107.  Conflict with Trust Indenture Act...................   14
         SECTION 108.  Effect of Headings and Table of Contents............   14
         SECTION 109.  Successors and Assigns..............................   15
         SECTION 110.  Separability Clause.................................   15
         SECTION 111.  Benefits of Indenture...............................   15
         SECTION 112.  Governing Law.......................................   15
         SECTION 113.  Legal Holidays......................................   15
         SECTION 114.  Language of Notices, Etc............................   15
         SECTION 115.  Counterparts........................................   15

ARTICLE II   Security Forms................................................   16
         SECTION 201.  Forms Generally.....................................   16
         SECTION 202.  Form of Trustee's Certificate of Authentication.....   16
         SECTION 203.  Securities in Global Form...........................   17

ARTICLE III   The Securities...............................................   18
         SECTION 301.  Amount Unlimited; Issuable in Series................   18
         SECTION 302.  Denominations.......................................   22
         SECTION 303.  Execution, Authentication, Delivery and Dating......   22
         SECTION 304.  Temporary Securities................................   25
         SECTION 305.  Registration, Registration of Transfer and Exchange.   28
         SECTION 307.  Payment of Interest; Interest Rights Preserved......   34
         SECTION 308.  Persons Deemed Owners...............................   36
</TABLE>

----------
(1)   This table of contents shall not, for any purpose, be deemed to be part of
        the Indenture.


                                       i
<PAGE>
<TABLE>
<S>                                                                                                              <C>
         SECTION 309.  Cancellation...........................................................................   37
         SECTION 310.  Computation of Interest................................................................   37
         SECTION 311.  Manner of Payments in Respect of Securities............................................   38
         SECTION 312.  Compliance with Certain Laws and Regulations...........................................   38
         SECTION 313.  CUSIP Numbers..........................................................................   39

ARTICLE IV   Satisfaction and Discharge of Indenture..........................................................   39
         SECTION 401.  Satisfaction and Discharge of Indenture................................................   39
         SECTION 402.  Application of Trust Money.............................................................   40
         SECTION 403.  Satisfaction, Discharge and Defeasance of Securities of Any Series.....................   41
         SECTION 404.  Reinstatement..........................................................................   42
         SECTION 405.  Definitions............................................................................   42

ARTICLE V   Remedies..........................................................................................   44
         SECTION 501.  Events of Default......................................................................   44
         SECTION 502.  Acceleration of Maturity; Rescission and Annulment.....................................   45
         SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee........................   46
         SECTION 504.  Trustee May File Proofs of Claim.......................................................   47
         SECTION 505.  Trustee May Enforce Claims Without Possession of Securities............................   47
         SECTION 506.  Application of Money Collected.........................................................   48
         SECTION 507.  Limitation on Suits....................................................................   48
         SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest
                         and to Convert.......................................................................   49
         SECTION 509.  Restoration of Rights and Remedies.....................................................   49
         SECTION 510.  Rights and Remedies Cumulative.........................................................   49
         SECTION 511.  Delay or Omission Not Waiver...........................................................   50
         SECTION 512.  Control by Holders.....................................................................   50
         SECTION 513.  Waiver of Past Defaults................................................................   50
         SECTION 514.  Undertaking for Costs..................................................................   51

ARTICLE VI   The Trustee......................................................................................   51
         SECTION 601.  Certain Duties and Responsibilities....................................................   51
         SECTION 602.  Notice of Defaults.....................................................................   51
         SECTION 603.  Certain Rights of Trustee..............................................................   52
         SECTION 604.  Not Responsible for Recitals or Issuance of Securities.................................   53
         SECTION 605.  May Hold Securities....................................................................   53
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                                                              <C>
         SECTION 606.  Money Held in Trust....................................................................   53
         SECTION 607.  Compensation and Reimbursement.........................................................   53
         SECTION 608.  Disqualification; Conflicting Interests................................................   54
         SECTION 609.  Corporate Trustee Required; Eligibility................................................   55
         SECTION 611.  Acceptance of Appointment by Successor.................................................   57
         SECTION 612.  Merger, Conversion, Consolidation or Succession to Business............................   58
         SECTION 613.  Preferential Collection of Claims Against Company......................................   58
         SECTION 614.  Appointment of Authenticating Agent....................................................   58

ARTICLE VII   Holders' Lists and Reports by Trustee and Company...............................................   61
         SECTION 701.  Company To Furnish Trustee Names and Addresses of Holders..............................   61
         SECTION 702.  Preservation of Information; Communications to Holders.................................   61
         SECTION 703.  Reports by Trustee.....................................................................   62
         SECTION 704.  Reports by Company.....................................................................   62

ARTICLE VIII   Consolidation, Merger, Conveyance, Transfer or Lease...........................................   63
         SECTION 801.  Company may Consolidate, Etc. Only on Certain Terms....................................   63
         SECTION 802.  Successor Corporation Substituted......................................................   64

ARTICLE IX   Supplemental Indentures..........................................................................   64
         SECTION 901.  Supplemental Indentures Without Consent of Holders.....................................   64
         SECTION 902.  Supplemental Indentures With Consent of Holders........................................   66
         SECTION 903.  Execution of Supplemental Indentures...................................................   67
         SECTION 904.  Effect of Supplemental Indentures......................................................   67
         SECTION 905.  Conformity With Trust Indenture Act....................................................   68
         SECTION 906.  Reference in Securities to Supplemental Indentures.....................................   68

ARTICLE X   Covenants.........................................................................................   68
         SECTION 1001.  Payment of Principal, Premium and Interest............................................   68
         SECTION 1002.  Maintenance of Office or Agency.......................................................   68
         SECTION 1003.  Money for Securities Payments to be Held in Trust.....................................   70
         SECTION 1004.  Additional Amounts....................................................................   71
         SECTION 1005.  Statement as to Compliance............................................................   72
         SECTION 1006.  Calculation of Original Issue Discount................................................   73

ARTICLE XI   Redemption of Securities.........................................................................   73
</TABLE>


                                      iii
<PAGE>
<TABLE>
<S>                                                                                                              <C>
         SECTION 1101.  Applicability of Article..............................................................   73
         SECTION 1102.  Election to Redeem; Notice to Trustee.................................................   73
         SECTION 1103.  Selection by Trustee of Securities to be Redeemed.....................................   73
         SECTION 1104.  Notice of Redemption..................................................................   74
         SECTION 1105.  Deposit of Redemption Price...........................................................   75
         SECTION 1106.  Securities Payable on Redemption Date.................................................   76
         SECTION 1107.  Security Redeemed in Part.............................................................   77
         SECTION 1108.  Conversion Arrangement on Call for Redemption.........................................   77

ARTICLE XII   Sinking Funds...................................................................................   78
         SECTION 1201.  Applicability of Article..............................................................   78
         SECTION 1202.  Satisfaction of Sinking Fund Payments With Securities.................................   78

ARTICLE XIII   Meetings of Holders of Securities..............................................................   80
         SECTION 1301.  Purposes for Which Meetings May Be Called.............................................   80
         SECTION 1302.  Call, Notice and Place of Meetings....................................................   80
         SECTION 1303.  Persons Entitled To Vote at Meetings..................................................   80
         SECTION 1304.  Quorum; Action........................................................................   81
         SECTION 1305.  Determination of Voting Rights; Conduct and Adjournment of Meetings...................   82

ARTICLE XIV   Immunity of Incorporators, Stockholders, Officers and Directors.................................   84
         SECTION 1401.  Immunity of Incorporators, Stockholders, Officers and Directors.......................   84

ARTICLE XV   Subordination....................................................................................   85
         SECTION 1501.  Agreement to Subordinate..............................................................   85
         SECTION 1502.  No Payments to Holders of Securities in Certain Circumstances.........................   85
         SECTION 1503.  Subrogation...........................................................................   87
         SECTION 1504.  Obligation of Company Unconditional...................................................   88
         SECTION 1505.  Payments on Securities Permitted......................................................   88
         SECTION 1506.  Effectuation of Subordination by Trustee..............................................   89
         SECTION 1507.  Knowledge of Trustee..................................................................   89
         SECTION 1508.  Trustee May Hold Senior Indebtedness; Trustee's Relation to Senior Indebtedness.......   90
         SECTION 1509.  Rights of Holders of Senior Indebtedness Not Impaired.................................   90
         SECTION 1511.  Article XV Not to Prevent Events of Default...........................................   91
</TABLE>


                                       iv
<PAGE>
<TABLE>
<S>                                                                                                              <C>
         SECTION 1512.  Definitions...........................................................................   91

ARTICLE XVI   Conversion......................................................................................   92
         SECTION 1601.  Applicability of Article..............................................................   92
         SECTION 1602.  Conversion Privilege..................................................................   92
         SECTION 1603.  Conversion Procedure..................................................................   93
         SECTION 1604.  Cash Payments in Lieu of Fractional Shares............................................   94
         SECTION 1605.  Adjustment of Conversion Price........................................................   95
         SECTION 1606.  Rights Issued in Respect of Common Stock Issued Upon Conversion.......................   98
         SECTION 1607.  Effect of Reclassification, Consolidation, Merger or Sale.............................   99
         SECTION 1608.  Taxes on Shares Issued................................................................   99
         SECTION 1609.  Reservation of Shares; Shares to be Fully Paid; Compliance with Governmental
                          Requirements; Listing of Common Stock...............................................   100
         SECTION 1610.  Responsibility of Trustee.............................................................   100
         SECTION 1611.  Notice to Holders Prior to Certain Actions............................................   101
         SECTION 1612.  Definitions...........................................................................   102
</TABLE>


                                       v
<PAGE>
            INDENTURE dated as of _____________, between UNISYS CORPORATION, a
Delaware corporation (the "Company"), having its principal executive office at
Unisys Way, Blue Bell, Pennsylvania 19424, and HSBC Bank USA, a New York banking
corporation, as trustee (the "Trustee").

                                    RECITALS

            The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes, bonds or other evidences of subordinated
indebtedness (the "Securities"), to be issued in one or more series as provided
in this Indenture.

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the respective Holders from time to time of
Securities or of series thereof:

                                    ARTICLE I

                        Definitions and Other Provisions
                             of General Application

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

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

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

            (3) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles, and, except as otherwise herein expressly provided, the term
      "generally accepted accounting principles" with respect to any computation
      required or permitted hereunder shall mean such accounting principles as
      are generally accepted at the date of such computation; and

            (4) the words "herein", "hereof" and "hereunder" and other words of
      similar import refer to this Indenture as a whole and not to any
      particular Article, Section or other subdivision.
<PAGE>
            Certain terms, used principally within an Article of this Indenture,
may be defined in that Article.

            "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

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

            "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

            "Authorized Newspaper" means a newspaper of general circulation in
the place of publication, printed in the official language of the country of
publication and customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays. Whenever successive weekly
publications in an Authorized Newspaper are authorized or required hereunder,
they may be made (unless otherwise expressly provided herein) on the same or
different days of the week and in the same or different Authorized Newspapers.

            "Bearer Security" means any Security in the form of a bearer
security established pursuant to Section 301 which is payable to bearer and is
not a Registered Security (including without limitation any Security in
temporary or definitive global bearer form).

            "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

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

            "Business Day", when used with respect to any Place of Payment or
place of publication, means each Monday, Tuesday, Wednesday, Thursday and


                                       2
<PAGE>
Friday which is not a day on which banking institutions in that Place of Payment
or place of publication are authorized or obligated by or pursuant to law,
regulation or executive order to close or as specified for a series of
Securities pursuant to Section 301 or as specified for any Security in such
Security.

            "Common Stock" has the meaning specified in Section 1612.

            "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or,
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

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

            "Company Request", "Request of the Company", "Company Order" or
"Order of the Company" means a written request or order signed in the name of
the Company by its Chairman of the Board, its Vice Chairman of the Board, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Controller, an Assistant Controller, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

            "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be administered, which
office at the date hereof is that indicated in Section 105 of this Indenture.

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

            "Coupon" or "coupon", means any interest coupon appertaining to a
Bearer Security.

            "Currency" means Dollars or Foreign Currency.

            "Defaulted Interest" has the meaning specified in Section 307.

            "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,

                                       3
<PAGE>
the Person designated as Depositary by the Company pursuant to Section 301 until
a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Securities of that
series.

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

            "Euro-clear" means the operator of the Euro-clear System.

            "Event of Default" has the meaning specified in Section 501.

            "Foreign Currency" means a currency issued by the government of any
country other than the United States or a composite currency or currency unit
the value of which is determined by reference to the values of the currencies of
any group of countries.

            "Global Security" or "global Security" means a Registered or Bearer
Security evidencing all or part of a series of Securities issued to the
Depositary for such series in accordance with Section 303.

            "Holder" or "holder" means, with respect to a Registered Security,
the Person in whose name at the time a particular Registered Security is
registered in the Security Register and, with respect to a Bearer Security
and/or Coupon, the bearer thereof.

            "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

            "Interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.


                                       4
<PAGE>
            "Interest Payment Date", when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.

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

            "Officers' Certificate" means a certificate signed by two officers
of the Company, one of whom must be the chief financial officer of the Company,
and delivered to the Trustee. Each such Officers' Certificate shall contain the
statements provided in Section 102, if applicable.

            "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Company and who shall be acceptable to the
Trustee. Each Opinion of Counsel shall contain the statements provided in
Section 102, if applicable.

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

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

                  (1) Securities theretofore canceled by the Trustee or
      delivered to the Trustee for cancellation;

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

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


                                       5
<PAGE>
      proof satisfactory to it that such Securities are held by a bona fide
      purchaser in whose hands such Securities are valid obligations of the
      Company; and

                  (4) Securities which have been Discharged pursuant to Section
      403;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Outstanding Securities or the
number of votes entitled to be cast by each Holder of a Security in respect of
such Security at any such meeting (A) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502, and (B) Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

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

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

            "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest, if any, on the Securities of that series are payable as specified
in accordance with Section 301.


                                       6
<PAGE>
            "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

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

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

            "Registered Security" means any Security in the form of a registered
security established pursuant to Section 301 which is registered in the Security
Register as to principal and any interest (including without limitation any
Security in temporary or definitive global registered form).

            "Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of any series means the date specified
for that purpose as contemplated by Section 301, which date shall be, unless
otherwise specified pursuant to Section 301, the fifteenth day preceding such
Interest Payment Date, whether or not such day shall be a Business Day.

            "Responsible Officer", when used with respect to the Trustee, means
any officer within the Corporate Trust Department (or any successor group of the
Trustee) with direct responsibility for the administration of this Indenture and
also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer's knowledge and familiarity with the
particular subject.

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

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

            "Senior Indebtedness" has the meaning specified in Section 1512.


                                       7
<PAGE>
            "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 307.

            "Stated Maturity", when used with respect to any Security (or
Coupon, if any, representing an installment of interest) or any installment of
principal thereof or interest thereon, means the date specified in such Security
(or Coupon) as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.

            "Subsidiary" means any corporation at least a majority of the
outstanding voting stock of which shall at the time be owned, directly or
indirectly, by the Company or by one or more Subsidiaries or by the Company and
one or more Subsidiaries. For the purposes of this definition, "voting stock",
as applied to the stock (or the equivalent thereof, in the case of corporations
incorporated outside the continental limits of the United States) of any
corporation, means stock (or such equivalent) of any class or classes, however
designated, having ordinary voting power for the election of at least a majority
of the members of the board of directors (or other governing body) of such
corporation, other than stock (or such equivalent) having such power only by
reason of the happening of a contingency.

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

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

            "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions, the
Commonwealth of Puerto Rico and other areas subject to its jurisdiction.

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


                                       8
<PAGE>
            "Yield to Maturity", when used with respect to any Original Issue
Discount Security, means the annual yield to maturity, if any, set forth on the
face thereof.

            SECTION 102. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel such
action is authorized or permitted by this Indenture and that all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, except the certificate of
destruction pursuant to Section 309, shall include

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

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

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

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

            SECTION 103. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or


                                       9
<PAGE>
covered by only one document, but one such Person may certify or give an opinion
with respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.

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

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

            SECTION 104. 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. If Securities of a series are
issuable as Bearer Securities, any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article XIII, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. 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 or so voting at any such meeting. 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


                                       10
<PAGE>
Section 601) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1306.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. 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 principal amount and serial numbers of Bearer Securities
held by any Person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by certificate executed by any trust
company, bank, banker or other depositary, wherever situated, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, (2) such
Bearer Security is produced to the Trustee by some other Person, (3) such Bearer
Security is surrendered in exchange for a Registered Security or (4) such Bearer
Security is no longer Outstanding.

            (d) The fact and date of execution of any such instrument or writing
pursuant to clause (c) above, the authority of the Person executing the same and
the principal amount and serial numbers of Bearer Securities held by the Person
so executing such instrument or writing and the date of holding the same may
also be proved in any other manner which the Trustee deems sufficient; and the
Trustee may in any instance require further proof with respect to any of the
matters referred to in this clause.

            (e) The principal amount and serial numbers of Registered Securities
held by any Person and the date of holding the same shall be proved by the
Security Register.


                                       11
<PAGE>
            (f) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of a Holder shall bind every future Holder of the same
Security and/or Coupon and the Holder of every Security and/or Coupon issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Security and/or Coupon.

            (g) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, or in
the circumstances permitted by the Trust Indenture Act, the Company may, at its
option, by or pursuant to a Board Resolution, fix in advance a record date for
the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. Where the Company does not fix a record date
prior to the first solicitation of a Holder made by any Person in respect of any
such Act, the record date for any such Act shall be the 30th day (or, if later,
the date of the most recent list of Holders required to be provided pursuant to
Section 701) prior to such first solicitation. With regard to any record date,
any request, demand, authorization, direction, notice, consent, waiver or other
Act may be given before or after such record date, but only the Holders of
record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

            SECTION 105. Notices, etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

            (1) the Trustee by any Holder or by the Company shall be made,
      given, furnished or filed in writing to or with the Trustee at its
      Corporate Trust Office, which at the date hereof is located at 452 Fifth
      Avenue, New York, New York 10018, and unless otherwise herein expressly
      provided, any such document shall be deemed to be sufficiently made,
      given, furnished or filed upon its receipt by a Responsible Officer of the
      Trustee, or


                                       12
<PAGE>
            (2) the Company by the Trustee or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and mailed, first-class postage prepaid, to the Company
      addressed to it at the address of its principal office specified in the
      first paragraph of this instrument or at any other address previously
      furnished in writing to the Trustee by the Company, Attention: Secretary.

            SECTION 106. Notice to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event:

                  (1) if any of the Securities affected by such event are
      Registered Securities, such notice shall be sufficiently given (unless
      otherwise herein expressly provided) if in writing and mailed, first-class
      postage prepaid, to each Holder affected by such event, at his address as
      it appears in the Security Register, within the time prescribed for the
      giving of such notice, and

                  (2) if any of the Securities affected by such event are Bearer
      Securities, such notice shall be sufficiently given (unless otherwise
      herein expressly provided or unless otherwise specified in such
      Securities) if published twice in an Authorized Newspaper in New York City
      and if Securities of such series are then listed on the International
      Stock Exchange of the United Kingdom and the Republic of Ireland Limited
      or the Luxembourg Stock Exchange or any other exchange located outside the
      United States and such stock exchange shall so require, in an Authorized
      Newspaper in London or Luxembourg or in such other city or cities
      specified pursuant to Section 301 or in any Security.

            In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give notice to Holders by
mail, then such notification as the Company shall direct the Trustee in writing
to give shall constitute a sufficient notification for every purpose hereunder.
In any case where notice to Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders.

            In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as the Company
shall


                                       13
<PAGE>
direct the Trustee in writing to give shall constitute sufficient notice to such
Holders for every purpose hereunder.

            Neither the failure to give notice by publication to Holders of
Bearer Securities as provided above, nor any defect in any notice so published,
shall affect the sufficiency of any notice to Holders of Registered Securities
given as provided herein.

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

            SECTION 107. Conflict with Trust Indenture Act. This Indenture is
subject to, and shall be governed by, the provisions of the Trust Indenture Act
that are required to be a part of this Indenture. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified
or to be excluded, as the case may be.

            SECTION 108. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

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

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

            SECTION 111. Benefits of Indenture. Nothing in this Indenture or in
the Securities or Coupons, express or implied, shall give to any Person, other
than the parties hereto, any Security Registrar, any Paying Agent and their
successors


                                       14
<PAGE>
hereunder, the Holders and the holders of Senior Indebtedness, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

            SECTION 112. Governing Law. This Indenture and the Securities and
Coupons shall be governed by and construed in accordance with the laws of the
State of New York, without regard to conflicts of laws principles thereof.

            SECTION 113. Legal Holidays. Except as otherwise specified as
contemplated by Section 301, in any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities or Coupons, if any) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be, to the next succeeding Business Day at
such Place of Payment.

            SECTION 114. Language of Notices, Etc. Any request, demand,
authorization, direction, notice, consent or waiver required or permitted under
this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of publication.

            SECTION 115. Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.


                                       15
<PAGE>
                                   ARTICLE II

                                 Security Forms

            SECTION 201. Forms Generally. The Securities of each series and the
Coupons, if any, to be attached thereto shall be in substantially the forms as
shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with the rules of any securities exchange or as may, consistently
herewith, be determined by the officers executing such Securities and Coupons,
if any, as evidenced by their execution of the Securities and Coupons, if any.
If the form of Securities of any series is established by or by action taken
pursuant to a Board Resolution, a copy of the Board Resolution together with an
appropriate record of any action taken pursuant thereto, which Board Resolution
or record of such action shall have attached thereto a true and correct copy of
the forms of Security approved by or pursuant to such Board Resolution, shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

            The definitive Securities and Coupons, if any, shall be printed,
typed, lithographed or engraved on steel engraved borders or may be produced in
any other manner, all as determined by the officers executing such Securities
and Coupons, if any, as evidenced by their execution of such Securities and
Coupons, if any.

            SECTION 202. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication shall be in substantially the following
form:

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

                                           HSBC Bank USA,
                                           as Trustee

                                           By _______________________________
                                              Authorized Officer


                                       16
<PAGE>
            SECTION 203. Securities in Global Form. If Securities of a series
are issuable in global form, as specified as contemplated by Section 301, then,
notwithstanding clause (8) of Section 301 and the provisions of Section 302,
such Security shall represent such of the Outstanding Securities of such series
as shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Securities from time to time endorsed thereon
and that the aggregate amount of Outstanding Securities represented thereby may
from time to time be reduced to reflect exchanges. Any endorsement of a Security
in global form to reflect the amount, or any increase or decrease in the amount,
of Outstanding Securities represented thereby shall be made by the Trustee in
such manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 303 or Section 304. Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in definitive global bearer form in the manner and upon written
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

            The provisions of the last sentence of the eighth paragraph of
Section 303 shall apply to any Security represented by a Security in global form
if such Security was never issued and sold by the Company and the Company
delivers to the Trustee the Security in global form together with written
instructions (which need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel) with regard to the reduction in the principal amount
of Securities represented thereby, together with the written statement
contemplated by the last sentence of the eighth paragraph of Section 303.

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

            Notwithstanding the provisions of Section 308 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the


                                       17
<PAGE>
Company and the Trustee shall treat a Person as the Holder of such principal
amount of Outstanding Securities represented by a definitive global Security as
shall be specified in a written statement of the Holder of such definitive
global Security or, in the case of a definitive global Security in bearer form,
of Euro-clear or CEDEL S.A. which is produced to the Trustee by such Person.

                                   ARTICLE III

                                 The Securities

            SECTION 301. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

            The Securities may be issued from time to time in one or more
series. There shall be established in or pursuant to a Board Resolution, and set
forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,

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

            (2) any limit upon the aggregate principal amount of the Securities
      of the series which may be authenticated and delivered under this
      Indenture (except for Securities authenticated and delivered upon
      registration of transfer of, or in exchange for, or in lieu of, other
      Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
      and except for any Securities which, pursuant to Section 303, are deemed
      never to have been authenticated and delivered hereunder);

            (3) the date or dates on which the principal of (and premium, if
      any, on) any of the Securities of the series are payable or the method of
      determination thereof and the amount or amounts of any installment of
      principal payable on such dates;

            (4) the rate or rates, or the method of determination thereof, at
      which any of the Securities of the series shall bear interest, if any, the
      date or dates from which such interest shall accrue, the Interest Payment
      Dates on which such interest shall be payable and the Regular Record Date
      for the interest payable on any Registered Securities on any Interest
      Payment Date;


                                       18
<PAGE>
            (5) the place or places where the principal of (and premium, if any)
      and interest, if any, on any of the Securities and Coupons, if any, of the
      series shall be payable and the office or agency for the Securities of the
      series maintained by the Company pursuant to Section 1002;

            (6) the period or periods within which, the price or prices at which
      and the terms and conditions upon which any of the Securities and any
      Coupons of the series may be redeemed, in whole or in part, at the option
      of the Company;

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

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

            (9) if other than Dollars, the Foreign Currency or Currencies in
      which Securities of the series shall be denominated, or in which payment
      of the principal of (and premium, if any) and/or interest on the
      Securities may be made, the particular provisions applicable thereto, and,
      if applicable, the amount of Securities of the series which entitles the
      Holder of a Security of the series to one vote for purposes of Section
      1305;

            (10) if the principal of (and premium, if any) or interest on
      Securities of a series are to be payable, at the election of the Company
      or a Holder thereof, in a Currency or Currencies other than that or those
      in which the Securities are denominated or payable without such election,
      the Currency or Currencies in which the Securities are to be paid if such
      election is made, the periods within which and the terms and conditions
      upon which such election is to be made and the time and manner of
      determining the exchange rate or rates between the Currency or Currencies
      in which the Securities are denominated or payable without such election
      and the Currency or Currencies in which the Securities are to be paid if
      such election is made;

            (11) if the amount of payments of principal of (and premium, if any)
      or interest on the Securities of the series may be determined with
      reference


                                       19
<PAGE>
      to an index, including, but not limited to, an index based on a Currency
      or Currencies other than that in which the Securities are denominated or
      payable, or any other type of index, the manner in which such amounts
      shall be determined;

            (12) if the Securities of the series are denominated or payable in a
      Foreign Currency, any other terms concerning the payment of principal of
      (and premium, if any) or any interest on such Securities (including the
      Currency or Currencies of payment thereof);

            (13) if payments of principal of (and premium, if any) or interest
      on the Securities of the series are to be made in a Currency other than
      the Currency in which such Securities are denominated, the manner in which
      the exchange rate with respect to such payments shall be determined;

            (14) if other than the principal amount thereof, the portion of the
      principal amount of any of the Securities of the series which shall be
      payable upon declaration of acceleration of the Maturity thereof pursuant
      to Section 502;

            (15) the application, if any, of Section 403, or such other means of
      satisfaction and discharge as may be specified for the Securities and
      Coupons, if any, for a series;

            (16) any deletions or modifications of or additions to the Events of
      Default set forth in Section 501 or covenants of the Company set forth in
      Article X or subordination provisions set forth in Article XV pertaining
      to the Securities of the series;

            (17) the forms of the Securities and Coupons, if any, of the series;

            (18) whether the Securities of the series are to be issued as
      Registered Securities or Bearer Securities (with or without Coupons), or a
      combination thereof, whether Bearer Securities may be exchanged for
      Registered Securities of the series and whether Registered Securities may
      be exchanged for Bearer Securities of the series (if permitted by
      applicable laws and regulations) and the circumstances under which and the
      place or places where any such exchanges, if permitted, may be made; and
      whether any Securities of the series are to be issuable initially in
      temporary global form and whether any Securities of the series are to be
      issuable in definitive global form with or without coupons and, if so,
      whether beneficial owners of


                                       20
<PAGE>
      interests in any such definitive global Security may exchange such
      interests for Securities of such series and of like tenor of any
      authorized form and denomination 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 305;

            (19) whether and under what circumstances and with what procedures
      and documentation the Company will pay additional amounts on any of the
      Securities and Coupons, if any, of the series to any Holder who is not a
      United States person (including a definition of such term), in respect of
      any tax, assessment or other governmental charge withheld or deducted from
      a payment thereon and, if so, whether the Company will have the option to
      redeem such Securities rather than pay additional amounts (and the terms
      of any such option);

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

            (21) whether the Securities of the series shall be issued in whole
      or in part in the form of one or more Global Securities and, in such case,
      the Depositary for such Global Security or Securities;

            (22) the obligation, if any, of the Company to permit the conversion
      of Securities of the series into Common Stock and the terms and conditions
      upon which such conversion shall be effected (including, without
      limitation, the initial conversion price or rate, the conversion period
      and any other provision in addition to or in lieu of those set forth
      herein relative to such obligation); and

            (23) any other terms of any of the Securities of the series (which
      terms shall not be inconsistent with the provisions of this Indenture).


                                       21
<PAGE>
            All Securities of any one series and the Coupons appertaining to any
Bearer Securities of such series shall be substantially identical except as to
denomination, the rate or rates of interest, if any, and the Maturity and except
as may otherwise be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 303) set forth in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

            At the option of the Company, interest on the Registered Securities
of any series that bears interest may be paid by mailing a check to the address
of any Holder as such address shall appear in the Security Register or by wire
transfer to an account designated by the Holder.

            If any of the terms of the Securities of any series are established
by action taken pursuant to a Board Resolution, a copy of an appropriate record
of such action together with such Board Resolution shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers' Certificate setting forth the terms
of the Securities of such series.

            SECTION 302. Denominations. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301. In the absence of any such provisions with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of
$1,000 and in any integral multiple thereof. Securities of each series shall be
numbered, lettered or otherwise distinguished in such manner or in accordance
with such plan as the officers of the Company executing the same may determine
with the approval of the Trustee.

            SECTION 303. Execution, Authentication, Delivery and Dating. The
Securities shall be executed in the name and on behalf of the Company by manual
or facsimile signatures of its Chairman of the Board, its Vice Chairman of the
Board, its President or any of its Vice Presidents, under its corporate seal
reproduced thereon attested by the manual or facsimile signature of its
Secretary or one of its Assistant Secretaries. Any Coupons shall be executed on
behalf of the Company by the manual or facsimile signature of any such officer
of the Company.

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


                                       22
<PAGE>
            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series, together
with any Coupons appertaining thereto, executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with the sale of a Bearer Security during the "restricted period"
as defined in United States Treasury regulation section 1.163-5(c)(2)(i)(D)(7),
no Bearer Security shall be mailed or otherwise delivered to any location in the
United States; and provided, further, that a definitive Bearer Security sold
during the restricted period may be delivered only outside the United States and
only if the Person entitled to receive such definitive Bearer Security shall
have furnished a certificate in the form set forth in Exhibit A.1 to this
Indenture, dated no earlier than 15 days prior to the earlier of the date on
which such definitive Bearer Security is delivered and the date on which any
temporary Bearer Global Security first becomes exchangeable for such definitive
Bearer Security in accordance with the terms of such temporary Security and this
Indenture. Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant Coupons for
interest then matured have been detached and canceled.

            If all the Securities of a series are not to be originally issued at
one time, and if the Board Resolution, Officers' Certificate or supplemental
indenture establishing such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Securities
and the determination of the terms of particular Securities of such series such
as interest rate or rates (or the method in which such rate or rates are to be
determined), if any, Stated Maturity, date of issuance and date from which
interest, if any, shall accrue.

            If the forms or terms of the Securities of the series and any
related Coupons have been established by or pursuant to one or more Board
Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an opinion of
Counsel stating:

            (1) if the forms of such Securities and any Coupons have been
established by or pursuant to a Board Resolution as permitted by Section 201,
that such forms have been established in conformity with the provisions of this
Indenture;


                                       23
<PAGE>
            (2) if the terms of such Securities and any Coupons have been
      established by or pursuant to a Board Resolution as permitted by Section
      301, that such terms have been established in conformity with the
      provisions of this Indenture;

            (3) that such Securities, when authenticated and delivered by the
      Trustee and issued by the Company in the manner and subject to any
      conditions specified in such Opinion of Counsel, will constitute valid and
      legally binding obligations of the Company, enforceable in accordance with
      their terms, subject to bankruptcy, insolvency, reorganization and other
      laws of general applicability relating to or affecting the enforcement of
      creditors' rights and to general equity principles; and

            (4) that all laws and requirements in respect of the execution and
      delivery by the Company of such Securities have been complied with.

            Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

            The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability to existing Holders.

            Each Registered Security shall be dated the date of its
authentication; and each Bearer Security and any Bearer Security in global form
shall be dated as of the date of original issuance of the first Security of such
series to be issued.

            No Security or Coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has


                                       24
<PAGE>
been duly authenticated and delivered hereunder. Notwithstanding the foregoing,
if any Security shall have been duly authenticated and delivered hereunder but
never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

            If the Company shall establish pursuant to Section 301 that the
Securities of a series are to be issued in whole or in part in the form of a
Global Security, then the Company shall execute and the Trustee shall in
accordance with this Section and the Company Order with respect to such series
authenticate and deliver the Global Security that (1) shall represent and shall
be denominated in an aggregate amount equal to the aggregate principal amount of
Outstanding Securities of such series to be represented by the Global Security,
(2) shall be registered, if in registered form, in the name of the Depositary
for such Global Security or the nominee of such Depositary, (3) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instruction, and (4) shall bear a legend substantially to the following effect:
"Unless and until this Security 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 such nominee to a successor Depositary or a nominee of such successor
Depositary" or to such other effect as the Depositary and the Trustee may agree.

            Each Depositary designated pursuant to Section 301 for a Global
Security in registered form must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934 and any other applicable statute or regulation.
The Trustee shall have no responsibility to determine if the Depositary is so
registered.

            SECTION 304. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, (1) in registered form or (2) in bearer form,
with one or more Coupons or without Coupons, and with such appropriate
insertions,


                                       25
<PAGE>
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced conclusively by their execution of such
Securities. Such temporary Securities may be (in the case of Registered
Securities) and shall be (in the case of Bearer Securities) in global form.

            Except in the case of temporary Global Securities in bearer form
(which are exchangeable for definitive Bearer Securities in accordance with the
provisions of the following paragraphs), if temporary Securities of any series
are issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company
maintained pursuant to Section 1002 in a Place of Payment for such series for
the purpose of exchanges of Securities of such series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series (accompanied by any unmatured Coupons appertaining thereto) the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like aggregate principal amount of definitive Securities of the same
series and of like tenor and authorized denominations; provided, however, that
no definitive Bearer Security shall be delivered in exchange for a temporary
Registered Security; and provided, further, that a definitive Bearer Security
(including a definitive Bearer Security in global form) shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in Section 303.

            If temporary Global Securities in bearer form of any series are
issued, any such temporary global Securities in bearer form shall, unless
otherwise provided therein, be delivered to the London office of a Depositary
(the "Common Depositary"), for the benefit of Euro-clear and CEDEL, S.A., for
credit to the respective accounts of the beneficial owners of such Securities
(or to such other accounts as they may direct).

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


                                       26
<PAGE>
and deliver, in exchange for each portion of such temporary global Security in
bearer form, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
temporary global Security in bearer form to be exchanged. The definitive
Securities to be delivered in exchange for any such temporary global Security in
bearer form shall be in bearer form, registered form, definitive global form
(registered or bearer), or a combination thereof, as specified as contemplated
by Section 301, and, if a combination thereof is so specified, as requested by
the beneficial owner thereof; provided, however, that, unless otherwise
specified in such temporary global Security in bearer form, upon such
presentation by the Common Depositary, such temporary global Security in bearer
form shall be accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euro-clear as to the portion of such temporary
global Security in bearer form held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by CEDEL
S.A. as to the portion of such temporary global Security in bearer form held for
its account then to be exchanged, each in the form set forth in Exhibit A.2 to
this Indenture; and provided, further, that definitive Bearer Securities shall
be delivered in exchange for a portion of a temporary global Security in bearer
form only in compliance with the requirements of Section 303.

            Unless otherwise specified in such temporary global Security in
bearer form, the interest of a beneficial owner of Securities of a series in a
temporary global Security in bearer form shall be exchanged for definitive
Securities of the same series and of like tenor following the Exchange Date when
the beneficial owner instructs Euro-clear or CEDEL S.A., as the case may be, to
request such exchange on his behalf and delivers to Euro-clear or CEDEL S.A., as
the case may be, a certificate in the form set forth in Exhibit A.1 of this
Indenture, dated no earlier than 15 days prior to the Exchange Date, copies of
which certificate shall be available from the offices of Euro-clear, CEDEL S.A.,
the Trustee, any Authenticating Agent appointed for such series of Securities
and any Paying Agent appointed for such series of Securities.

            Unless otherwise specified in such temporary global Security in
bearer form, any such exchange shall be made free of charge to the beneficial
owners of such temporary global Security in bearer form, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like in the event that such Person does not take delivery
of such definitive Securities in person at the offices of Euro-clear or CEDEL
S.A. The definitive Securities in bearer form to be delivered in exchange for
any portion of a temporary global Security in bearer form shall be delivered
only outside the United States.


                                       27
<PAGE>
            Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security in bearer form on an Interest Payment Date for Securities of such
series occurring prior to the applicable Exchange Date shall be payable to
Euro-clear and CEDEL S.A. on such Interest Payment Date upon delivery by
Euro-clear and CEDEL S.A. to the Trustee of a certificate or certificates in the
form set forth in Exhibit A.2 to this Indenture, for credit without further
interest on or after such Interest Payment Date to the respective accounts of
the Persons who are the beneficial owners of such temporary global Security in
bearer form (or to such other accounts as they may direct) on such Interest
Payment Date and who have each delivered to Euro-clear or CEDEL S.A., as the
case may be, a certificate in the form set forth in Exhibit A.1 to this
Indenture. Any interest so received by Euro-clear and CEDEL S.A. and not paid as
herein provided shall be returned to the Trustee immediately prior to the
expiration of two years after such Interest Payment Date in order to be repaid
to the Company in accordance with Section 1003.

            SECTION 305. Registration, Registration of Transfer and Exchange.
The Company shall cause to be kept at an office or agency to be maintained by
the Company in accordance with Section 1002 a register (being the combined
register of the Security Registrar and all transfer agents designated pursuant
to Section 1002 for the purpose of registration of transfer of Securities and
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and the registration of transfers
of Registered Securities. The Trustee is hereby appointed "Security Registrar"
for the purpose of registering Registered Securities and transfers of Registered
Securities as herein provided.

            Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency of the Company maintained
pursuant to Section 1002 for such purpose in a Place of Payment for such series,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor.

            At the option of the Holder, Registered Securities of any series
(except a Global Security representing all or a portion of the Securities of
such series) may be exchanged for other Registered Securities of the same series
of any authorized


                                       28
<PAGE>
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Registered Securities to be exchanged at any such office or agency.
Whenever any Registered Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Bearer
Securities may not be issued in exchange for Registered Securities.

            The Company may establish pursuant to Section 301 that, at the
option of the Holder (subject to Section 303), Bearer Securities of any series
may be exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Bearer Securities to be exchanged at any such office or agency, with all
unmatured Coupons and all matured Coupons in default thereto appertaining. If
the Holder of a Bearer Security is unable to produce any such unmatured Coupon
or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to each of them such security or
indemnity as each may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing Coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 1002,
interest represented by Coupons shall be payable only upon presentation and
surrender of those Coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor after the close of Business at such
office or agency on (1) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (2)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture.


                                       29
<PAGE>
            Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

            Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any definitive global Bearer Security shall be
exchangeable only as provided in this paragraph. If the beneficial owners of
interests in a definitive global Bearer Security are entitled to exchange such
interests for Securities of such series and of like tenor and principal amount
of another authorized form and denomination, as specified as contemplated by
Section 301, then without unnecessary delay but in any event not later than the
earliest date on which such interests may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount equal
to the principal amount of such definitive global Bearer Security, executed by
the Company. On or after the earliest date on which such interests may be so
exchanged, such definitive global Bearer Security shall be surrendered by the
Common Depositary or such other depositary or Common Depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such definitive global
Bearer Security, an equal aggregate principal amount of definitive Securities of
the same series of authorized denominations and of like tenor as the portion of
such definitive global Bearer Security to be exchanged which, unless the
Securities of the series are not issuable both as Bearer Securities and as
Registered Securities, as specified as contemplated by Section 301, shall be in
the form of Bearer Securities or Registered Securities or any combination
thereof, as shall be specified by the beneficial owner thereof; provided,
however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities of that series to
be redeemed and ending on the relevant Redemption Date; and provided, further,
that no Bearer Security delivered in exchange for a portion of a definitive
global Security shall be mailed or otherwise delivered to any location in the
United States. If a Registered Security is issued in exchange for any portion of
a definitive global Bearer Security after the close of business at the office or
agency where such exchange occurs on (1) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (2) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Registered Security, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to


                                       30
<PAGE>
the Person to whom interest in respect of such portion of such definitive global
Bearer Security is payable in accordance with the provisions of this Indenture.

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

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

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

            The Company shall not be required (1) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the mailing of a notice of redemption and
ending at the close of business on (A) if Securities of the series are issuable
only as Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (2) to register the transfer of or exchange any Registered
Security so selected for redemption, in whole or in part, except the unredeemed
portion of any Security being redeemed in part, or (3) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series and like tenor; provided,
that such Registered Security shall be simultaneously surrendered for
redemption.

            If at any time the Depositary for the Securities of a series
notifies the Company 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 303, the
Company shall appoint a successor Depositary with respect to the Securities of
such series. If a successor Depositary


                                       31
<PAGE>
for the Securities of such series is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such ineligibility,
the Company's election pursuant to Section 301 shall no longer be effective with
respect to the Securities of such series and the Company will execute, and the
Trustee, upon receipt of a Company Order 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 representing such series in exchange for
such Global Security.

            If specified by the Company pursuant to Section 301 with respect to
a series of Securities, the Company 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 Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive form and 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.

            If specified by the Company pursuant to Section 301 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 Securities of such series in definitive form on such terms as are
acceptable to the Company and such Depositary; provided, however, that no
portion of a Global Security in registered form may be surrendered in exchange
for Securities in bearer form. Thereupon, the Company shall execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, shall authenticate and deliver, without
charge to the Holders,

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

                  (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.


                                       32
<PAGE>
            In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee will authenticate and
deliver Securities (1) in definitive registered form in authorized
denominations, if the Securities of such series are issuable as Registered
Securities, (2) in definitive bearer form in authorized denominations, with
coupons attached, if the Securities of such series are issuable as Bearer
Securities or (3) as either Registered or Bearer Securities, if the Securities
of such series are issuable in either form; provided, however, that a Bearer
Security may not be delivered in exchange for a Registered Security, and
provided, further, that a definitive Bearer Security shall be delivered in
exchange for a temporary Global Security in bearer form only in compliance with
the conditions set forth in Section 303 and provided, further, that delivery of
a Bearer Security shall be made only outside the United States.

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

            Notwithstanding any other provisions of this Section to the
contrary, unless and until a Global Security is exchanged in whole 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.

            SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If
any mutilated Security or Security with a mutilated Coupon appertaining to it is
surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding with Coupons corresponding to the Coupons, if any,
appertaining to the surrendered Security.

            If there shall be delivered to the Company and the Trustee (1)
evidence to each of their satisfaction of the destruction, loss or theft of any
Security or Coupon and (2) such security or indemnity as may be required by each
of them to


                                       33
<PAGE>
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security or Coupon has been
acquired by a protected purchaser, the Company shall execute and the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security or in exchange for the Security to which a destroyed, lost or stolen
Coupon appertains (upon surrender to the Trustee of such Security with all
appurtenant Coupons not destroyed, lost or stolen), a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with Coupons corresponding to the Coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen Coupon appertains.

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

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

            Every new Security or Coupon of any series issued pursuant to this
Section in lieu of any mutilated, destroyed, lost or stolen Security or Coupon
shall constitute an original additional contractual obligation of the Company,
whether or not the mutilated, 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 or
Coupons of that series duly issued hereunder.

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

            SECTION 307. Payment of Interest; Interest Rights Preserved. Unless
otherwise provided as contemplated by Section 301 with respect to any


                                       34
<PAGE>
series of Securities, interest on any Registered Security which is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

            Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:

            (1) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Registered Securities of such series (or
      their respective Predecessor Securities) are registered at the close of
      business on a Special Record Date for the payment of such Defaulted
      Interest, which shall be fixed in the following manner. The Company shall
      notify the Trustee in writing of the amount of Defaulted Interest proposed
      to be paid on each Security of such series and the date of the proposed
      payment, and at the same time the Company shall deposit with the Trustee
      an amount of money equal to the aggregate amount proposed to be paid in
      respect of such Defaulted Interest or shall make arrangements satisfactory
      to the Trustee for such deposit prior to the date of the proposed payment,
      such money when deposited to be held in trust for the benefit of the
      Persons entitled to such Defaulted Interest as in this Clause provided.
      Thereupon the Trustee shall fix a Special Record Date for the payment of
      such Defaulted Interest which shall be not more than 15 days and not less
      than 10 days prior to the date of the proposed payment and not less than
      10 days after the receipt by the Trustee of the notice of the proposed
      payment. The Trustee shall promptly notify the Company of such Special
      Record Date and, in the name and at the expense of the Company, shall
      cause notice of the proposed payment of such Defaulted Interest and the
      Special Record Date therefor to be mailed, first-class postage prepaid, to
      each Holder of Securities of such series at his address as it appears in
      the Security Register, not less than 10 days prior to such Special Record
      Date. Notice of the proposed payment of such Defaulted Interest and the
      Special Record Date therefor having been so mailed, such Defaulted
      Interest shall be paid to the Persons in whose names the Securities of
      such Series (or their respective Predecessor Securities) are registered at
      the close of business on such Special Record Date and shall no longer be
      payable pursuant to the following Clause (2).


                                       35
<PAGE>
            (2) The Company may make payment of any Defaulted Interest on the
      Registered Securities of any series in any other lawful manner not
      inconsistent with the requirements of any securities exchange on which
      such Securities may be listed, and upon such notice as may be required by
      such exchange, if, after notice given by the Company to the Trustee of the
      proposed payment pursuant to this Clause, such manner of payment shall be
      deemed practicable by the Trustee.

            Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security, and, subject as aforesaid, each such Security shall be so dated, or
have attached thereto such Coupons, that neither gain nor loss in interest shall
result from such transfer, exchange or substitution.

            Unless otherwise provided with respect to the Securities of any
series as contemplated by Section 301, in the case of any Security of any series
that is converted after any Regular Record Date and on or prior to the next
succeeding Interest Payment Date (other than any Security whose Maturity is
prior to such Interest Payment Date), interest shall be payable on such Interest
Payment Date notwithstanding such conversion, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close
of business on such Regular Record Date. Except as otherwise expressly provided
in the immediately preceding sentence, in the case of any Security that is
converted, interest after the date of conversion of such Security shall not be
payable.

            SECTION 308. Persons Deemed Owners. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of (and premium, if any) and
(subject to Sections 305 and 307) any interest on such Security and for all
other purposes whatsoever whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

            Title to any Bearer Security and any Coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company or
the Trustee may treat the Holder of any Bearer Security and the Holder of any


                                       36
<PAGE>
Coupon as the absolute owner of such Security or Coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or Coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

            Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any Depositary, as a Holder, with respect to
such Global Security or impair, as between such Depositary and owners of
beneficial interests in such Global Security, the operation of customary
practices governing the exercise of the rights of such Depositary (or its
nominee) as Holder of such Global Security. Neither the Company, the Trustee,
nor any agent of the Company or the Trustee, will have any responsibility or
liability for any aspects of the records relating to or payments made on account
of beneficial ownership interests in a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

            SECTION 309. Cancellation. All Securities and Coupons surrendered
for payment, redemption, conversion, registration of transfer or exchange or for
credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee. All such Securities and
Coupons so delivered, and all such Securities and Coupons so surrendered to the
Trustee, shall be promptly canceled by the Trustee. All Bearer Securities and
unmatured Coupons held by the Trustee pending such cancellation shall be deemed
to be delivered for cancellation for all purposes of this Indenture and the
Securities. The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities and Coupons held by the
Trustee shall be disposed of in a manner selected by the Trustee.

            SECTION 310. Computation of Interest. Except as otherwise specified
as contemplated by Section 301 for Securities of any series, interest on the


                                       37
<PAGE>
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

            SECTION 311. Manner of Payments in Respect of Securities. The
provisions of this Section shall apply to the Securities of any series unless
otherwise provided as contemplated by Section 301.

            (a) The following payment provisions shall apply to any Registered
      Security of any series:

                  (1) Except as provided in subparagraph (a)(2) below, payment
            of principal of and premium, if any, on such Registered Security
            will be made at the Place of Payment by delivery of a check on the
            payment date or dates against surrender of such Registered Security,
            and any interest on any Registered Security will be paid at the
            Place of Payment by mailing a check by first class mail to the
            Person entitled thereto at the address of such Person appearing on
            the Security Register or, if provided pursuant to Section 301, by
            wire transfer to an account designated by such Person.

                  (2) Payment of the principal of, premium, if any, and
            interest, if any, on such Security may also, subject to applicable
            laws and regulations, be made at such other place or places as may
            be designated by the Company by any appropriate method.

            (b) Payment of the principal of and premium, if any, and interest,
      if any, on any Bearer Security will be made, except as provided in Section
      304 with respect to temporary global Securities, unless otherwise
      specified pursuant to Section 301 and/or Section 901(8), at such place or
      places outside the United States as may be designated by the Company
      pursuant to any applicable laws or regulations by any appropriate method
      on the payment date therefor against surrender of the Bearer Security, in
      the case of payment of principal and premium, if any, or the relevant
      Coupon, in the case of payment of interest, if any, to a Paying Agent
      designated for such series pursuant to Section 1002.

            SECTION 312. Compliance with Certain Laws and Regulations. If any
Bearer Securities are to be issued in any series of Securities, the Company will
use reasonable efforts to provide for arrangements and procedures designed
pursuant to then applicable laws and regulations, if any, to ensure that such
Bearer Securities are sold or resold, exchanged, transferred and paid only in
compliance


                                       38
<PAGE>
with such laws and regulations and without adverse consequences to the Company,
the Holders and the Trustee.

            SECTION 313. CUSIP Numbers.

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

                                   ARTICLE IV

                           Satisfaction and Discharge

            SECTION 401. Satisfaction and Discharge of Indenture. This Indenture
shall upon Company Request cease to be of further effect with respect to
Securities of any series (except as to any surviving rights of (as applicable)
conversion, registration of transfer or exchange of Securities and Coupons, if
any, of any series herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture when

            (1) either

                  (A) all Securities and Coupons theretofore authenticated and
            delivered (other than (i) Securities and Coupons which have been
            destroyed, lost or stolen and which have been replaced or paid as
            provided in Section 306 and (ii) Securities and Coupons for whose
            payment money has theretofore been deposited in trust or segregated
            and held in trust by the Company and thereafter repaid to the
            Company or discharged from such trust, as provided in Section 1003)
            have been delivered to the Trustee for cancellation; or

                  (B) all such Securities and Coupons not theretofore delivered
            to the Trustee for cancellation


                                       39
<PAGE>
                        (i) have become due and payable, or

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

                        (iii) are to be called for redemption within one year
                  under arrangements satisfactory to the Trustee for the giving
                  of notice of redemption by the Trustee in the name, and at the
                  expense, of the Company,

            and the Company, in the case of (B)(i), (ii) or (iii) above, has
            deposited or caused to be deposited with the Trustee as trust funds
            in trust for the purpose an amount sufficient to pay and discharge
            the entire indebtedness on such Securities and Coupons not
            theretofore delivered to the Trustee for cancellation, for principal
            (and premium, if any) and interest, if any, to the date of such
            deposit (in the case of Securities and Coupons which have become due
            and payable) or to the Stated Maturity or Redemption Date, as the
            case may be;

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

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

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 607, the obligations
of the Company to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

            SECTION 402. Application of Trust Money. Subject to the provisions
of the last paragraph of Section 1003, all money and U.S. Government Obligations
deposited with the Trustee pursuant to Sections 401 and 403 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and
Coupons, if any, and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any)


                                       40
<PAGE>
and any interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law. All moneys deposited with the Trustee pursuant to
Section 401 or Section 403 (and held by it or any Paying Agent) for the payment
of Securities subsequently converted shall be returned to the Company upon
Company Request.

            SECTION 403. Satisfaction, Discharge and Defeasance of Securities of
Any Series. If this Section is specified, as contemplated by Section 301, to be
applicable to Securities and Coupons, if any, of any series, the Company will be
deemed to have been Discharged (as defined below) from its obligations with
respect to Securities and Coupons, if any, of such series when

            (1) either

                  (A) with respect to all Outstanding Securities and Coupons of
            such series, the Company has deposited or caused to be deposited
            with the Trustee as a trust fund specifically pledged as security
            for, and dedicated solely to, the benefit of the Holders of the
            Securities and Coupons, if any, of such series, (i) money in an
            amount as will, or (ii) U.S. Government Obligations (as defined
            below) as will, together with the predetermined and certain income
            to accrue thereon without consideration of any reinvestment thereof,
            or (iii) a combination of (i) and (ii) as will (in a written opinion
            with respect to (ii) or (iii) of independent public accountants
            delivered to the Trustee), be sufficient to pay and discharge the
            entire indebtedness on all Outstanding Securities and Coupons of
            such series for principal (and premium, if any) and interest, if
            any, to the Stated Maturity or any Redemption Date as contemplated
            by the last paragraph of this Section 403, as the case may be; or

                  (B) with respect to all Outstanding Securities and Coupons of
            such series, the Company has properly fulfilled such other means of
            satisfaction and discharge as is specified by Section 301 to be
            applicable to the Securities and Coupons, if any, of such series;
            and

            (2) the Company has paid or caused to be paid all other sums payable
      with respect to the Outstanding Securities and Coupons, if any, of such
      series;


                                       41
<PAGE>
            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of the entire indebtedness on all Outstanding Securities and Coupons, if
      any, of any such series have been complied with; and

            (4) with respect to subsection 1(A) above, the Company shall have
      delivered to the Trustee an Opinion of Counsel to the effect that Holders
      of the Securities and Coupons, if any, of such series will not recognize
      income, gain or loss for Federal income tax purposes as a result of the
      Company's exercise of its option under this Section 403 and will be
      subject to Federal income tax in the same amount, in the same manner and
      at the same times as would have been the case if such option had not been
      exercised.

            Any deposits with the Trustee referred to in Section 403(l)(A) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any Outstanding
Securities and Coupons, if any, of such series are to be redeemed prior to their
Stated Maturity, whether pursuant to any mandatory redemption provisions or in
accordance with any mandatory sinking fund requirement, the applicable escrow
trust agreement will provide therefor and the Company will make arrangements for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company.

            SECTION 404. Reinstatement. If the Trustee is unable to apply any
money or U.S. Government Obligations in accordance with Section 401 or 403 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company's obligations under this Indenture and the
Securities and Coupons, if any, of such series shall be revived and reinstated
as though no deposit had occurred pursuant to Section 401 or 403 until such time
as the Trustee is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 401 or 403; provided, however, that if
the Company has made any payment of interest on or principal of (and premium, if
any, on) any Securities and Coupons, if any, of such series because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such series of Securities and Coupons, if any, to receive such
payment from the money or U.S. Government Obligations held by the Trustee.

            SECTION 405. Definitions. The following terms, as used in this
Article IV, shall have the following meanings:


                                       42
<PAGE>
            "Discharged" means that the Company will be deemed to have paid and
      discharged the entire indebtedness represented by, and obligations under,
      the Securities and Coupons, if any, of the series as to which Section 403
      is specified as applicable as aforesaid and to have satisfied all the
      obligations under this Indenture relating to the Securities and Coupons,
      if any, of such series (and the Trustee, at the expense of the Company,
      will execute proper instruments acknowledging the same), except (1) the
      rights of Holders thereof to receive, from the trust fund described in
      Section 403(1)(A) above, payment of the principal of (and premium, if any)
      and the interest, if any, on such Securities and Coupons, if any, when
      such payments are due, (2) the Company's obligations with respect to such
      Securities and Coupons, if any, under Article XVI, Sections 305 and 306
      (insofar as applicable to Securities of such series), 402, 1002 and 1003
      (last paragraph only) and the Company's obligations to the Trustee under
      Sections 607 and 610 and (3) the rights, powers, trusts, duties and
      immunities of the Trustee hereunder, will survive such discharge.

            "U.S. Government Obligation" means securities that are (1) direct
      obligations of the United States of America 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 of America the timely payment of which is unconditionally
      guaranteed as a full faith and credit obligation of the United States of
      America, which, in either case under clauses (1) or (2), are not callable
      or redeemable at the option of the issuer thereof, and will also include a
      depository receipt issued by a bank or trust company as custodian with
      respect to any such U.S. Government Obligation or a specified payment of
      interest on or principal of any such U.S. Government Obligation held by
      such custodian for the account of the holder of a depository receipt,
      provided that (except as required by law) such custodian is not authorized
      to make any deduction from the amount payable to the holder of such
      depository receipt from any amount received by the custodian in respect of
      the U.S. Government Obligation or the specific payment of interest on or
      principal of the U.S. Government Obligation evidenced by such depository
      receipt.


                                       43
<PAGE>
                                    ARTICLE V

                                    Remedies

            SECTION 501. Events of Default. "Event of Default", wherever used
herein with respect to Securities of any series, means any one of the following
events, unless it is either inapplicable to a particular series or it is
specifically deleted or modified in or pursuant to the supplemental indenture or
Board Resolution establishing such series of Securities or in the form of
Security for such series:

            (1) the failure of the Company to pay any installment of interest on
      any of the Securities of that series, when and as the same shall become
      payable, which failure shall have continued unremedied for a period of 30
      days;

            (2) the failure of the Company to pay the principal of (and premium,
      if any, on) any of the Securities of that series, when and as the same
      shall become payable, whether at Stated Maturity as therein expressed, by
      call for redemption, pursuant to any sinking fund, by declaration as
      authorized by this Indenture or otherwise;

            (3) the failure of the Company to observe and perform any other of
      the covenants or agreements on the part of the Company contained in this
      Indenture (other then a covenant or agreement included in this Indenture
      solely for the benefit of a series of Securities other than that series),
      which failure shall have continued unremedied for a period of 60 days
      after written notice shall have been given, by registered or certified
      mail, to the Company by the Trustee, or shall have been given to the
      Company and the Trustee by the Holders of 25% or more in principal amount
      of the Securities of that series then Outstanding, specifying such failure
      and requiring the Company to remedy the same and stating that such notice
      is a "Notice of Default" hereunder;

            (4) the entry of a decree or order for relief by a court having
      jurisdiction in the premises in respect of the Company in an involuntary
      case under the Federal bankruptcy laws, as now or hereafter constituted,
      or any other applicable Federal or State bankruptcy, insolvency or other
      similar law, or appointing a receiver, liquidator, assignee, custodian,
      trustee, sequestrator (or other similar official) of the Company or for
      any substantial


                                       44
<PAGE>
      part of its property, or ordering the winding up or liquidation of its
      affairs and the continuance of any such decree or order unstayed and in
      effect for a period of 90 consecutive days;

            (5) the commencement by the Company of a voluntary case under the
      Federal bankruptcy laws, as now constituted or hereafter amended, or any
      other applicable Federal or State bankruptcy, insolvency or other similar
      law, or the consent by it to the appointment of or taking possession by a
      receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
      similar official) of the Company or for any substantial part of its
      property, or the making by it of any assignment for the benefit of its
      creditors, or the admission by the Company in writing of its inability to
      pay its debts generally as such debts become due;

            (6) any other Event of Default provided with respect to the
      Securities of that series.

            SECTION 502. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all of the Securities
of that series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and
payable.

            At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

            (1) the Company has paid or deposited with the Trustee a sum
      sufficient to pay

                  (A) all overdue interest on all Securities of that series,


                                       45
<PAGE>
                  (B) the principal of (and premium, if any, on) any Securities
            of that series which have become due otherwise than by such
            declaration of acceleration and interest thereon at the rate or
            rates prescribed therefor in such Securities,

                  (C) to the extent that payment of such interest is lawful,
            interest upon overdue interest at the rate or rates prescribed
            therefor in such Securities or, in the case of Original Issue
            Discount Securities, the Securities' Yield to Maturity, and

                  (D) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel;

      and

            (2) all Events of Default with respect to Securities of that series,
      other than the nonpayment of the principal of Securities of that series
      which have become due solely by such declaration of acceleration, have
      been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

            SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if the Company shall fail for a period of 30
days to pay any installment of interest on the Securities of any series or shall
fail to pay the principal of (and premium, if any, on) any of the Securities of
any series when and as the same shall become due and payable, whether at Stated
Maturity, or by call for redemption, pursuant to any sinking fund, by
declaration as authorized by this Indenture, or otherwise, the Company will,
upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities and Coupons, if any, the whole amount then due and payable on such
Securities and Coupons, if any, for principal (and premium, if any) and interest
and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) and on any overdue
interest, at the rate or rates prescribed therefor in such Securities (or, in
the case of Original Issue Discount Securities, the Securities' Yield to
Maturity) and Coupons, if any, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


                                       46
<PAGE>
            If an Event of Default with respect to Securities and Coupons, if
any, of any series occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders of
Securities of such series by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

            SECTION 504. Trustee May File Proofs of Claim. In case of any
judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have claims of the
Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

            No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

            SECTION 505. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities and Coupons, if any, may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and
Coupons, if any, in respect of which such judgment has been recovered.


                                       47
<PAGE>
            SECTION 506. Application of Money Collected. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, if any, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

            FIRST: to the payment of all amounts due the Trustee under Section
      607;

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

            THIRD: the balance, if any, ratably to the Person or Persons
      entitled thereto.

            SECTION 507. Limitation on Suits. No Holder of any Security of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless

            (1) an Event of Default with respect to Securities of such series
      shall have occurred and be continuing and such Holder has previously given
      written notice to the Trustee of such continuing Event of Default;

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

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

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


                                       48
<PAGE>
            (5) no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
the right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture (including without limitation the provisions of Section 512)
to affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.

            SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest and to Convert. Notwithstanding any other provision in this
Indenture, the Holder of any Security or any Coupon shall have the right, which
is absolute and unconditional, to receive payment of the principal of (and
premium, if any, on) and (subject to Section 307) any interest on such Security
or Coupon on the Stated Maturity or Maturities expressed in such Security (or,
in the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment and the right, if applicable, to convert such
Security on the terms and subject to the conditions applicable to Securities of
such series and to institute suit for its enforcement, and such rights shall not
be impaired without the consent of such Holder.

            SECTION 509. Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

            SECTION 510. Rights and Remedies Cumulative. Except as provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities in the last paragraph of Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The


                                       49
<PAGE>
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

            SECTION 511. Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or any acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

            SECTION 512. Control by Holders. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such series,
provided that

            (1) such direction shall not be in conflict with any rule of law or
      with this Indenture,

            (2) the Trustee shall not determine that the action so directed
      would be unjustly prejudicial to the Holders not taking part in such
      direction, and

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

            SECTION 513. Waiver of Past Defaults. Subject to Section 502, the
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its
consequences, except a default

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

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


                                       50
<PAGE>
            Upon any such waiver, such default shall cease to exist with respect
to such series, and any Event of Default with respect to such series arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

            SECTION 514. 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, suffered or omitted by it as Trustee, a court may require
any party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs (including reasonable counsel fees and expenses)
against any such party litigant, in the manner and to the extent provided in the
Trust Indenture Act; provided that neither this Section nor the Trust Indenture
Act shall be deemed to authorize any court to require such an undertaking or to
make such an assessment in any suit instituted by the Company or the Trustee.

                                   ARTICLE VI

                                   The Trustee

            SECTION 601. Certain Duties and Responsibilities. The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

            SECTION 602. Notice of Defaults. If a default occurs hereunder with
respect to Securities of any series, the Trustee shall give the Holders of
Securities of such series notice of such default as and to the extent provided
by the Trust Indenture Act; provided, however, that in the case of any default
of the character specified in Section 501(3) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof and if such default is corrected within such period, the
Trustee may conclude, consistent with the Trust Indenture Act, that notice of
such a default need not be provided to such Holders of Securities. For the
purpose of this Section, the term "default" means any


                                       51
<PAGE>
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to Securities of such series.

            SECTION 603. Certain Rights of Trustee. Subject to the provisions of
Section 601:

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

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

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

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

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

            (f) the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note, other evidence of indebtedness or other paper or
      document, but the Trustee, in its discretion, may make such further
      inquiry or


                                       52
<PAGE>
      investigation into such facts or matters as it may, in good faith, deem
      reasonable in the circumstances, and, if the Trustee shall determine to
      make such further inquiry or investigation, any further evidence which may
      be requested by the Trustee pursuant to the provisions of this paragraph
      shall be furnished by the Company;

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

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

            (i) the Trustee shall not be charged with knowledge of any default
      or Event of Default unless a Responsible Officer of the Trustee (i) has
      actual knowledge of such default or Event of Default or (ii) the Trustee
      has been notified in writing by the Company or any Holder of Securities.

            SECTION 604. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

            SECTION 605. May Hold Securities. The Trustee, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Security Registrar or such
other agent.

            SECTION 606. Money Held in Trust. Money held by the Trustee or any
Paying Agent in trust hereunder need not be segregated from other funds except
to the extent required by law. The Trustee or any Paying Agent shall be


                                       53
<PAGE>
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.

            SECTION 607. Compensation and Reimbursement. The Company agrees

            (1) to pay to the Trustee from time to time such compensation as the
      Company and the Trustee shall from time to time agree in writing for all
      services rendered by it hereunder (which compensation shall not be limited
      by any provision of law in regard to the compensation of a trustee of an
      express trust);

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

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

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

            When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(4) or Section 501(5), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.


                                       54
<PAGE>
            The provisions of this Section shall survive the resignation or
removal of the Trustee and the termination of this Indenture.

            SECTION 608. Disqualification; Conflicting Interests. If the Trustee
has or shall acquire any conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall comply with the relevant provisions thereof. In
determining whether the Trustee has a conflicting interest within the meaning of
the Trust Indenture Act with respect to Securities of any series, there shall be
excluded this Indenture with respect to Securities of any series other than such
series.

            SECTION 609. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

            SECTION 610. Resignation and Removal, Appointment of Successor. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee
resigning or being removed within 30 days after the giving of such notice of
resignation or removal, the Trustee resigning or being removed may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

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

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


                                       55
<PAGE>
            (d) If at any time:

                  (1) the Trustee shall fail to comply with Section 608 after
      written request therefor by the Company or by any Holder who has been a
      bona fide Holder of a Security for at least six months, or

                  (2) the Trustee for a series shall cease to be eligible under
      Section 609 and shall fail to resign after written request therefor by the
      Company or by any Holder of Securities of such series, or

                  (3) the Trustee shall become incapable of acting or shall be
      adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or its property or affairs for the purpose of
      rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

            (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of the Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and each successor Trustee
or Trustees shall comply with the applicable requirements of Section 611. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company


                                       56
<PAGE>
or the Holders and accepted appointment in the manner required by Section 611,
any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

            (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by giving notice of such event to all Holders of Securities of such series as
provided by Section 106. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

            SECTION 611. Acceptance of Appointment by Successor. (a) In case of
the appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

            (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the


                                       57
<PAGE>
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 such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

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

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

            SECTION 612. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

            SECTION 613. Preferential Collection of Claims Against Company. If
and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities or the Coupons, if any), the Trustee shall be
subject to


                                       58
<PAGE>
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

            SECTION 614. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue or upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation having a
combined capital and surplus of not less than the equivalent of $50,000,000 and
subject to supervision or examination by Federal or State authority or the
equivalent foreign authority, in the case of an Authenticating Agent who is not
organized and doing business under the laws of the United States of America, any
State thereof or the District of Columbia. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

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

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to


                                       59
<PAGE>
such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

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

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

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

                                                   HSBC Bank USA
                                                       As Trustee


                                                   By __________________________
                                                      As Authenticating Agent


                                                   By __________________________
                                                      Authorized Officer

            If all of the Securities of a series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment or other place
where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which
writing need not comply with Section 102 and need not be accompanied by an
Opinion of


                                       60
<PAGE>
Counsel), shall appoint in accordance with this Section an Authenticating Agent
(which may be an Affiliate of the Company if eligible to be appointed as an
Authenticating Agent hereunder) having an office in such Place of Payment or
other place designated by the Company with respect to such series of Securities.

                                   ARTICLE VII

                Holders' Lists and Reports by Trustee and Company

            SECTION 701. Company To Furnish Trustee Names and Addresses of
Holders. The Company will furnish or cause to be furnished to the Trustee:

            (1) semi-annually, and not more than 15 days after each Regular
      Record Date for the payment of interest on a series of Registered
      Securities, a list, in such form as the Trustee may reasonably require,
      containing all information in the possession or control of the Company or
      any Paying Agent as to the names and addresses of the Holders of such
      series of Registered Securities as of such Regular Record Date (or for
      non-interest-bearing Registered Securities, on dates to be determined
      pursuant to Section 301 hereof),

            (2) at such other times as the Trustee may request in writing,
      within 30 days after the receipt by the Company of any such request, a
      list of similar form and content as of a date not more than 15 days prior
      to the time such list is furnished, and

            (3) such information concerning the Holders of Bearer Securities
      which is known to the Company; provided, however, that the Company shall
      have no obligation to investigate any matter relating to any Holder of a
      Bearer Security or a Coupon.

If and so long as the Trustee shall be the Security Registrar for such series,
no list referred to in (1) or (2) above need be furnished.

            SECTION 702. Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee


                                       61
<PAGE>
may destroy any list furnished to it as provided in Section 701 upon receipt of
a new list so furnished.

            (b) The rights of the Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

            (c) Every Holder of Securities or Coupons, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders in accordance with Section 312 of the Trust Indenture Act, regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under Section 312(b) of the Trust Indenture Act.

            SECTION 703. Reports by Trustee. (a) Within 60 days after each May
15th of each year commencing with the first May 15th after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit to the Holders
of Securities, in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, a brief report if required by Section 313(a) of the Trust
Indenture Act, dated as of such May 15th. The Trustee also shall comply with
Section 313(b) of the Trust Indenture Act and shall transmit to Holders, in the
manner and to the extent provided in Section 313(c), such other reports, if any,
as may be required pursuant to the Trust Indenture Act.

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

            SECTION 704. Reports by Company. The Company shall file with the
Trustee and the Commission, and transmit to Holders, such information, documents
and reports, and such summaries thereof, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant to such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 shall be filed with the Trustee within 15 days after the
same is so required to be filed with the Commission.


                                       62
<PAGE>
            Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                  ARTICLE VIII

              Consolidation, Merger, Conveyance, Transfer or Lease

            SECTION 801. Company may Consolidate, Etc. Only on Certain Terms.
The Company shall not consolidate with or merge into any other corporation or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person unless:

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

            (2) immediately after giving effect to such transaction, no Event of
      Default, and no event which, after notice or lapse of time or both, would
      become an Event of Default, shall have happened and be continuing; and

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


                                       63
<PAGE>
            SECTION 802. Successor Corporation Substituted. Upon any
consolidation by the Company with or merger by the Company into any other
corporation or any conveyance, transfer or lease of the properties and assets of
the Company substantially as an entirety in accordance with Section 801, the
successor corporation formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor corporation had
been named as the Company herein, and thereafter, the predecessor corporation
shall be relieved of the performance and observance of all obligations and
covenants under this Indenture and the Securities (and any Coupons appertaining
thereto), including but not limited to the obligation to make payment of the
principal of (and premium, if any) and interest, if any, on all the Outstanding
Securities of all series (and any Coupons appertaining thereto), and, in the
event of such conveyance, transfer or lease, may be liquidated and dissolved.

                                   ARTICLE IX

                             Supplemental Indentures

            SECTION 901. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by or pursuant
to a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:

            (1) to evidence the succession of another corporation to the Company
      and the assumption by any such successor of the covenants of the Company
      herein and in the Securities;

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

            (3) to add any additional Events of Default with respect to all or
      any series of the Securities (and, if such Event of Default is applicable
      to less


                                       64
<PAGE>
      than all series of Securities specifying the series to which such Event of
      Default is applicable);

            (4) to add to or change any of the provisions of this Indenture to
      such extent as shall be necessary to facilitate the issuance of Securities
      in bearer form, registrable or not registrable as to principal, and with
      or without interest coupons; to change or eliminate any restrictions on
      the payment of principal of or any premium or interest on Bearer
      Securities, to permit Bearer Securities to be issued in exchange for
      Registered Securities, to permit Bearer Securities to be issued in
      exchange for Bearer Securities of other authorized denominations; provided
      that any such addition or change shall not adversely affect the interests
      of the Holders of Securities of any series or any related Coupons in any
      material respect;

            (5) to change or eliminate any of the provisions of this Indenture;
      provided that any such change or elimination shall become effective only
      when there is no Security Outstanding of any series created prior to the
      execution of such supplemental indenture which is adversely affected by
      such change in or elimination of such provision;

            (6) to establish the form or terms of Securities of any series as
      permitted by Sections 201 and 301;

            (7) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 611(b);

            (8) if allowed under applicable laws and regulations, to permit
      payment in the United States of principal, premium or interest on Bearer
      Securities or Coupons, if any;

            (9) to provide for the issuance of uncertificated Securities of one
      or more series in addition to or in place of certificated Securities;

            (10) to make provision with respect to the conversion rights of
      Holders of Securities of any series pursuant to the requirements of
      Article XVI; or


                                       65
<PAGE>
            (11) to cure any ambiguity, to correct or supplement any provision
      herein which may be defective or inconsistent with any other provision
      herein, or to make any other provisions with respect to matters or
      questions arising under this Indenture, provided such other provision as
      may be made shall not adversely affect the interests of the Holders of
      Securities of any series in any material respect.

            SECTION 902. Supplemental Indentures With Consent of Holders. With
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of all series affected by such supplemental indenture
(acting as one class), by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by or pursuant to a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights
of the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,

            (1) change the Stated Maturity of the principal of, or any
      instalment of principal of or interest on, any Security, or reduce the
      principal amount thereof or the rate of interest thereon or any premium
      payable upon the redemption thereof, or reduce the amount of the principal
      of an Original Issue Discount Security that would be due and payable upon
      a declaration of acceleration of the Maturity thereof pursuant to Section
      502, or change any Place of Payment where, or the coin or currency in
      which, any Security or any premium or the interest thereon is payable, or
      impair the right to institute suit for the enforcement of any such payment
      on or after the Stated Maturity thereof (or, in the case of redemption, on
      or after the Redemption Date);

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

            (3) change any obligation of the Company, with respect to
      Outstanding Securities of a series, to maintain an office or agency in the
      places and for the purposes specified in Section 1002 for such series;


                                       66
<PAGE>
            (4) modify any of the provisions of this Section or Section 513
      except to increase any such percentage or to provide with respect to any
      particular series the right to condition the effectiveness of any
      supplemental indenture as to that series on the consent of the Holders of
      a specified percentage of the aggregate principal amount of Outstanding
      Securities of such series (which provision may be made pursuant to Section
      301 without the consent of any Holder) or to provide that certain other
      provisions of this Indenture cannot be modified or waived without the
      consent of the Holder of each Outstanding Security affected thereby,
      provided, however, that this clause shall not be deemed to require the
      consent of any Holder with respect to changes in the references to "the
      Trustee" and concomitant changes in this Section, or the deletion of this
      proviso, in accordance with the requirements of Sections 611(b) and
      901(7); or

            (5) subject to the provisions of Article XVI, adversely affect any
      applicable conversion rights.

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

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

            SECTION 903. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive (in addition to the
documents which the Trustee is entitled to receive pursuant to Section 102), and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties, immunities or liabilities under this Indenture or otherwise.

            SECTION 904. Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture under this Article, this Indenture shall be


                                       67
<PAGE>
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

            SECTION 905. Conformity With Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act.

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

                                    ARTICLE X

                                    Covenants

            SECTION 1001. Payment of Principal, Premium and Interest. The
Company covenants and agrees for the benefit of each series of Securities and
Coupons, if any, that it will duly and punctually pay the principal of (and
premium, if any, on) each of the Securities and Coupons, if any, of that series,
and the interest, if any, which shall have accrued thereon, in accordance with
the terms of the Securities and Coupons, if any, of such series and this
Indenture.

            SECTION 1002. Maintenance of Office or Agency. If Securities of a
series are issuable only as Registered Securities, until all the Securities of
each such series shall have been paid or payment thereof provided for, the
Company will maintain in each Place of Payment for such series an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange or for conversion and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. If Securities of a series are issuable as Bearer Securities, until
all the Securities of each such series shall have been paid or payment thereof
provided for, the Company will maintain (1) in The City of New York, an office
or agency where any


                                       68
<PAGE>
Registered Securities of that series may be presented or surrendered for
payment, where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange or conversion, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related Coupons may be presented or
surrendered for payment in the circumstances described in this paragraph (and
not otherwise), (2) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series which is located outside the United States, an
office or agency where Securities of that series and related Coupons may be
presented and surrendered for payment (including payment of any additional
amounts payable on Securities of that series pursuant to Section 1004);
provided, however, that if the Securities of that series are listed on The
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited, the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Securities of that series in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of that series are listed on such
exchange, and (3) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series located in Europe, an office or agency where
any Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange or
conversion and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee and the Holders of the location, and
any change in the location, of any such office or agency. If at any time the
Company shall fail to maintain any such required office or agency in respect of
any series of Securities or shall fail to furnish the Trustee with the address
thereof, such presentations and surrenders of Securities of that series may be
made and notices and demands may be made or served at the Corporate Trust Office
of the Trustee, except that Bearer Securities of that series and the related
Coupons may be presented and surrendered for payment (including payment of any
additional amounts payable on Bearer Securities of that series pursuant to
Section 1004) at the London office of the Trustee (or an agent with a London
office appointed by the Trustee and acceptable to the Company), and the Company
hereby appoints the same as its agent to receive such respective presentations,
surrenders, notices and demands. Presentation of Coupons for payment or other
demands for payment of Bearer Securities must be made outside the United States,
and no payment of principal, premium or interest on Bearer Securities shall be
made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided,


                                       69
<PAGE>
however, that payment of principal of and any premium and interest on any Bearer
Security (including any additional amounts payable on Securities of such series
pursuant to Section 1004) shall be made at the office of the Company's Paying
Agent in The City of New York, if (but only if) (1) payment of the full amount
of such principal, premium, interest or additional amounts, as the case may be,
at all offices or agencies outside the United States maintained for the purpose
by the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions, (2) such payment
is then permitted by applicable laws and (3) in appointing a Paying Agent in The
City of New York, the Company would not suffer any fiscal or other sanction
under applicable laws or as a result of such appointment or of any payment being
made through such Paying Agent.

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

            SECTION 1003. Money for Securities Payments to be Held in Trust. If
the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest, if any, on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest,
if any, so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.

            Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, at or prior to the opening of business on each
due date of the principal of (and premium, if any) or interest, if any, on any
Securities of that series, deposit with a Paying Agent a sum sufficient to pay
the principal (and premium, if any) or interest, if any, so becoming due, such
sum to be held as provided by the Trust Indenture Act, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.


                                       70
<PAGE>
            The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2)
during the continuance of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment in respect of the
Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

            Anything in this Section 1003 to the contrary notwithstanding, the
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium,
if any) or interest, if any, on any Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
and Coupons, if any, shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.

            SECTION 1004. Additional Amounts. If the Securities of a series
provide for the payment of additional amounts, the Company will pay to the
Holder of any Security of such series or any Coupon appertaining thereto
additional amounts as provided and subject to the conditions set forth therein.
Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Security
of any series or payment of any related Coupon or the net proceeds received on
the sale or exchange of any Security of any series, such mention shall be deemed
to include mention of the payment of additional amounts provided for in this
Section to the extent that, in such context, additional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of


                                       71
<PAGE>
additional amounts (if applicable) in any provisions hereof shall not be
construed as excluding additional amounts in those provisions hereof where such
express mention is not made.

            If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers' Certificate, the
Company will furnish the Trustee and the Company's Paying Agent or Paying
Agents, if other than the Trustee, with an Officers' Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of principal
of and any premium or interest on the Securities of that series shall be made to
Holders of Securities of that series or any related Coupons who are United
States Aliens (as defined in the Securities) without withholding for or on
account of any tax, assessment or other governmental charge described in the
Securities of that series. If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities or Coupons and the
Company will pay to the Trustee or such Paying Agent the additional amounts
required by this Section. The Company covenants to indemnify the Trustee and any
Paying Agent for, and to hold them harmless against, any loss, liability or
expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on an Officers' Certificate furnished pursuant to this Section.

            SECTION 1005. Statement as to Compliance. On or before April 30 of
each year following the date hereof, the Company shall deliver to the Trustee a
certificate of the principal executive officer, principal financial officer or
principal accounting officer of the Company stating whether or not to the best
knowledge of such officer the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which such officer may have knowledge.


                                       72
<PAGE>
            SECTION 1006. Calculation of Original Issue Discount.

            The Company shall file with the Trustee promptly at the end of each
calendar year a written notice specifying the amount of original issue discount
(including daily rates and accrual periods) accrued on Outstanding Securities as
of the end of such year.

                                   ARTICLE XI

                            Redemption of Securities

            SECTION 1101. Applicability of Article. Securities (including any
Coupons) of any series which are redeemable before their Stated Maturity shall
be redeemable in accordance with their terms and (except as otherwise specified
as contemplated by Section 301 for Securities (including any Coupons) of any
series) in accordance with this Article.

            SECTION 1102. Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities (including any Coupons) shall be evidenced
by a Board Resolution or by an action taken pursuant to a Board Resolution. In
case of any redemption at the election of the Company of the Securities
(including any Coupons) of any series, the Company shall, at least 60 days prior
to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities (including any Coupons) of such series to be
redeemed. In the case of any redemption of Securities (including any Coupons)
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities (including any Coupons) or elsewhere in this Indenture,
the Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

            SECTION 1103. Selection by Trustee of Securities to be Redeemed. If
less than all the Securities (including any Coupons) of any series are to be
redeemed, the particular Securities (including any Coupons) to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities (including any Coupons) of such series not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities (including
any Coupons) of that series or any integral multiple thereof) of the principal
amount of Securities (including any Coupons) of such series of a denomination
larger than the


                                       73
<PAGE>
minimum authorized denomination for Securities (including any Coupons) of that
series.

            In any case where Securities (including any Coupons) of such series
are registered in the same name, the Trustee in its discretion may treat the
aggregate principal amount so registered as if it were represented by one
Security of such series. If the Securities of any series (including any Coupons)
to be redeemed consist of Securities having different Stated Maturities or
different rates of interest (or methods of computing interest), then the Company
may, in the written notice delivered to the Trustee pursuant to Section 1102,
direct that the Securities (including any Coupons) of such series to be redeemed
shall be selected from among groups of such Securities having specified Stated
Maturities or rates of interest (or methods of computing interest) and the
Trustee shall thereafter select the particular Securities (including any
Coupons) to be redeemed in the manner set forth above from among the groups of
such Securities so specified.

            If any Security selected for partial redemption is converted in part
before the termination of the conversion right with respect to the portion of
the Security so selected, the converted portion of such Security shall be deemed
(so far as may be practicable) to be the portion selected for redemption. The
Securities (or portions thereof) so selected shall be deemed duly selected for
redemption for all purposes hereof, notwithstanding that such Security is
converted as a whole or in part before the mailing of the notice of redemption.
Upon any redemption of less than all Securities of a series, the Company and the
Trustee may treat as Outstanding any Securities of such series surrendered for
conversion during the period of 15 days next preceding the mailing of a notice
of redemption.

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

            SECTION 1104. Notice of Redemption. Notice of redemption shall be
given not less than 20 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, as provided in Section 106.


                                       74
<PAGE>
            Each such notice of redemption shall identify the Securities to be
redeemed (including CUSIP numbers) and shall specify the Redemption Date, the
Redemption Price, the Place or Places of Payment, that the Securities of such
series are being redeemed at the option of the Company pursuant to provisions
contained in the terms of the Securities of such series or in a supplemental
indenture establishing such series, if such be the case, that on the Redemption
Date the Redemption Price will become due and payable upon each Security
redeemed, that payment will be made upon presentation and surrender of the
applicable Securities, that all Coupons, if any, maturing subsequent to the date
fixed for redemption shall be void, that any interest accrued to the Redemption
Date will be paid as specified in said notice, and that on and after said
Redemption Date any interest thereon or on the portions thereof to be redeemed
will cease to accrue. If the Securities are convertible, the notice of
redemption shall also specify the conversion price and the date on which the
right to convert such Securities or portions thereof will terminate. If less
than all the Securities of any series are to be redeemed the notice of
redemption shall specify the numbers of the Securities of such series to be
redeemed, and, if only Bearer Securities of any series are to be redeemed, and
if such Bearer Securities may be exchanged for Registered Securities, the last
date on which exchanges of Bearer Securities for Registered Securities not
subject to redemption may be made. In case any Security of any series is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
Redemption Date, upon surrender of such Security and any Coupons appertaining
thereto, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof and with appropriate Coupons will be issued,
or, in the case of Registered Securities providing appropriate space for such
notation, at the option of the Holders, the Trustee, in lieu of delivering a new
Security or Securities as aforesaid, may make a notation on such Security of the
payment of the redeemed portion thereof.

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

            SECTION 1105. Deposit of Redemption Price. On or before the opening
of business on any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities and
Coupons, if


                                       75
<PAGE>
any, which are to be redeemed on that date. If any Security called for
redemption is converted pursuant to Article XVI, any money deposited with the
Trustee or with a Paying Agent or so segregated and held in trust for the
redemption of such Security shall be paid to the Company on Company Request, or
if then held by the Company, shall be discharged from such trust.

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

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


                                       76
<PAGE>
1002) and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those Coupons.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security (or, in the case of any Original Issue Discount Securities, the
Security's Yield to Maturity).

            SECTION 1107. Security Redeemed in Part. Any Security (including any
Coupons appertaining thereto) which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
(including any Coupons appertaining thereto) without service charge, a new
Security (including any Coupons appertaining thereto) or Securities (including
any Coupons appertaining thereto) of the same series and Stated Maturity and
like tenor, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security (including any Coupons appertaining thereto) so
surrendered.

            SECTION 1108. Conversion Arrangement on Call for Redemption. In
connection with any redemption of Securities, the Company may arrange for the
purchase and conversion of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Trustee in trust for the Holders, on or before the close of business on the
Redemption Date, immediately available funds in an amount not less than the
applicable Redemption Price, together with interest accrued to the Redemption
Date, of the Securities to be redeemed which have not been converted.
Notwithstanding anything to the contrary contained in this Article XI, the
obligation of the Company to pay the Redemption Price of such Securities,
together with interest accrued to the Redemption Date, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, a copy of which will be filed
with the Trustee prior to the Redemption Date, any Securities not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article XVI hereof) surrendered by such purchasers for conversion,
all as of immediately prior to the


                                       77
<PAGE>
close of business on the Redemption Date, subject to payment of the above amount
as aforesaid. At the written direction of the Company, the Trustee shall hold
and dispose of any such amount paid to it in the same manner as it would monies
deposited with it by the Company for the redemption of Securities. No
arrangement between the Company and such purchasers for the purchase and
conversion of any Securities shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture, and the Company agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and conversion of any
Securities between the Company and such purchasers, including the costs and
expenses incurred by the Trustee in the defense of any claim or liability
arising out of or in connection with the exercise or performance of any of its
powers, duties, responsibilities or obligations under this Indenture.

                                   ARTICLE XII

                                  Sinking Funds

            SECTION 1201. Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
(including any Coupons) of a series except as otherwise specified as
contemplated by Section 301 for Securities (including any Coupons) of such
series.

            The minimum amount of any sinking fund payment provided for by the
terms of Securities (including any Coupons) of any series is herein referred to
as a "mandatory sinking fund payment", and any payment in excess of such minimum
amount provided for by the terms of Securities (including any Coupons) of any
series is herein referred to as an "optional sinking fund payment". If provided
for by the terms of Securities (including any Coupons) of any series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities (including any Coupons) of any series as provided for by the terms of
Securities (including any Coupons) of such series.

            SECTION 1202. Satisfaction of Sinking Fund Payments With Securities.
The Company (1) may deliver Outstanding Securities (including any Coupons) of a
series (other than any previously called for redemption) and (2) may apply as a
credit Securities (including any Coupons) of a series which (A) have been
redeemed (or called for redemption and for which the Redemption Price, together


                                       78
<PAGE>
with accrued interest, if any, has been deposited pursuant to Section 1105) or
otherwise purchased, either at the election of the Company pursuant to the terms
of such Securities (including any Coupons) or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities (including any Coupons) or (B) have been converted pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to the Securities (including any Coupons) of
such series required to be made pursuant to the terms of such Securities
(including any Coupons) as provided for by the terms of such series; provided
that such Securities (including any Coupons) have not been previously so
credited. Such Securities (including any Coupons) shall be received and credited
for such purpose by the Trustee at the Redemption Price specified in such
Securities (including any Coupons) for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

            SECTION 1203. Redemption of Securities for Sinking Fund. Not less
than 60 days prior to each sinking fund payment date for any series of
Securities (including any Coupons), the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
(including any Coupons) of that series pursuant to Section 1202 and the optional
amount, if any, to be added in cash to the next ensuing mandatory sinking fund
payment, and will also deliver to the Trustee any Securities (including any
Coupons) to be so delivered. If such Officers' Certificate shall specify an
optional amount to be added in cash to the next ensuing mandatory sinking fund
payment, the Company shall thereupon be obligated to pay the amount therein
specified. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities (including any Coupons) to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities (including any Coupons) shall be
made upon the terms and in the manner stated in Sections 1106 and 1107.


                                       79
<PAGE>
                                  ARTICLE XIII

                        Meetings of Holders of Securities

            SECTION 1301. Purposes for Which Meetings May Be Called. If
Securities of a series are issuable as Bearer Securities, a meeting of Holders
of Securities of such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

            SECTION 1302. Call, Notice and Place of Meetings. (a) The Trustee
may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1301, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, or in London, as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 or more than 180 days prior to the
date fixed for the meeting.

            (b) In case at any time the Company, by or pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1301, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York, or in London, for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section.

            SECTION 1303. Persons Entitled To Vote at Meetings. To be entitled
to vote at any meeting of Holders of Securities of any series, a Person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more outstanding Securities of such series by such Holder or Holders. The
only Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and


                                       80
<PAGE>
their counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

            SECTION 1304. Quorum; Action. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series. In
the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case the meeting may be adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1302(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Subject to the foregoing, at
the reconvening of any such further adjourned meeting, the Persons entitled to
vote 25% in aggregate principal amount of the Outstanding Securities of such
series shall constitute a quorum for the taking of any action set forth in the
notice of the original meeting. Notice of the reconvening of an adjourned
meeting which was adjourned for lack of a quorum shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

            Except as limited by the proviso to Section 902, and subject to the
provisions described in the next succeeding paragraph, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the lesser of (1) the
Holders of a majority in principal amount of the Outstanding Securities of that
series and (2) 66-2/3% in principal amount of Outstanding Securities of such
series represented and voting at such meeting or adjourned meeting; provided,
however, that any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the lesser of (1) the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series and (2) a
majority in principal amount of Outstanding Securities of such series
represented and voting at such meeting or adjourned


                                       81
<PAGE>
meeting. Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related Coupons,
whether or not present or represented at the meeting.

            With respect to any consent, waiver or other action which this
Indenture expressly provides may be given by the Holders of a specified
percentage of Outstanding Securities of all series affected thereby (acting as
one class), only the principal amount of Outstanding Securities of any series
represented at a meeting or adjourned meeting duly reconvened at which a quorum
was present, held in accordance with this Section, and voting in favor of such
action, shall be counted for purposes of calculating the aggregate principal
amount of Outstanding Securities of all series affected thereby favoring such
action.

            SECTION 1305. Determination of Voting Rights; Conduct and
Adjournment of Meetings. (a) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of a series in regard to
proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the Person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holder of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

            (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1302(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.


                                       82
<PAGE>
            (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount (or such other
amount as shall be specified as contemplated by Section 301) of the Outstanding
Securities of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Security of such series or proxy.

            (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1302 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

            SECTION 1306. Counting Votes and Recording Action of Meetings. The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record, at least in duplicate, of
the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1302 and, if applicable, Section 1304.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.


                                       83
<PAGE>
                                   ARTICLE XIV

                    Immunity of Incorporators, Stockholders,
                             Officers and Directors

            SECTION 1401. Immunity of Incorporators, Stockholders, Officers and
Directors. No recourse shall be had for the payment of the principal of (or
premium, if any, on) or interest, if any, on, any Security of any series (or any
Coupon appertaining thereto), or any part thereof, or for any claim based
thereon or otherwise in respect thereof, or of the indebtedness represented
thereby, or upon any obligation, covenant or agreement of this Indenture,
against any incorporator, direct or indirect stockholder, officer or director,
as such, past, present or future, of the Company, or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitutional provision, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly agreed and understood that this Indenture and all the Securities
of all series (and any Coupons appertaining thereto) are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, direct or indirect stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
Corporation, because of the incurring of the indebtedness hereby authorized or
under or by reason of any of the obligations, covenants, promises or agreements
contained in this Indenture or in any of the Securities of any series (or any
Coupons appertaining thereto) or to be implied herefrom or therefrom, and that
all liability, if any, of that character against every such incorporator,
stockholder, officer and director is, by the acceptance of the Securities of any
series (or any Coupons appertaining thereto), and as a condition of, and as part
of the consideration for, the execution of this Indenture and the issue of the
Securities (and any Coupons appertaining thereto), expressly waived and
released.


                                       84
<PAGE>
                                   ARTICLE XV

                                  Subordination

            SECTION 1501. Agreement to Subordinate. Anything to the contrary
herein notwithstanding, the Company covenants and agrees, and each Holder of
Securities of any series (or any Coupons appertaining thereto) by acceptance
thereof likewise covenants and agrees, that the indebtedness represented by the
Securities of such series then Outstanding (and any Coupons appertaining
thereto) and the payment of the principal of (and premium, if any, on) and
interest, if any, on each and all of such Securities of such series (and any
Coupons appertaining thereto) shall be subordinate and junior in right of
payment, to the extent and in the manner hereinafter set forth, to all Senior
Indebtedness (as defined below), whether outstanding at the date hereof or
incurred after the date hereof.

            SECTION 1502. No Payments to Holders of Securities in Certain
Circumstances. (a) Subject to the next succeeding sentence, no payment shall be
made by the Company on account of principal of (or premium, if any) or interest
on the Securities (or any Coupons appertaining thereto) or on account of any
sinking fund provisions or on account of the purchase, redemption or other
acquisition of Securities (or any Coupons appertaining thereto) (except payments
made in capital stock of the Company and except that sinking fund payments may
be satisfied by the use of Securities delivered, redeemed or converted as
provided in Section 1202 prior to the notice hereinafter referred to) if the
Trustee shall be in receipt of a written notice from a Senior Indebtedness
Representative (as defined below) that there shall have occurred and be
continuing any default in the payment of principal, premium, if any, or interest
on any Senior Indebtedness continuing beyond the period of grace, if any,
specified in the instrument or lease evidencing such Senior Indebtedness. Any
failure by the Company to make any payment on or under any Senior Indebtedness,
other than any Senior Indebtedness as to which the provisions of this Section
1502 shall have been waived by the Company in the instrument or instruments by
which the Company incurred, assumed, guaranteed or otherwise created such Senior
Indebtedness, shall not be deemed a default under this Section 1502(a) if (1)
the Company shall in good faith be disputing its obligation to make such payment
or perform such obligation, and (2) either (A) no final judgment relating to
such dispute shall have been issued against the Company which is in full force
and effect and is not subject to further review, including a judgment that has
become final by reason of the expiration of the time within which a party may
seek further appeal or review, or (B) in the event a judgment that is subject to
further review or appeal has been issued, the Company


                                       85
<PAGE>
shall in good faith be prosecuting an appeal or other proceeding for review, and
a stay of execution shall have been obtained pending such appeal or review.

            (b) Upon any distribution of assets of the Company upon any
dissolution or winding-up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due or to become due upon all Senior Indebtedness
shall first be paid in full in money or money's worth, or payment thereof
provided for in accordance with its terms, before any payment is made on account
of the principal of (and premium, if any) or interest on the Securities (or any
Coupons appertaining thereto); and upon any such dissolution or winding-up or
liquidation or reorganization, any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities (other than in securities which are subordinate and junior in right
of payment to the payment of all Senior Indebtedness which may at the time be
outstanding), to which the holders of the Securities (or any Coupons
appertaining thereto) or the Trustee would be entitled except for the provisions
of this Article XV, shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Holders of the Securities (or any Coupons appertaining
thereto) or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all Senior Indebtedness in
full in money or money's worth, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness, before any payment or
distribution is made to the Holders of the Securities (or any Coupons
appertaining thereto) or to the Trustee.

            In the event that, notwithstanding the foregoing, any payment by, or
distribution of assets of, the Company of any kind or character, whether in
cash, property or securities, shall be received by the Trustee or the Holders of
Securities (or any Coupons appertaining thereto) before all Senior Indebtedness
is paid in full in money or money's worth, or provision is made for such
payment, and if such fact shall then have been made known to a Responsible
Officer of the Trustee or, as the case may be, such Holder, then and in such
event such payment or distribution shall be paid over to the holders of such
Senior Indebtedness or their representative or representatives or to the trustee
or trustees under any indenture under which any instruments evidencing any of
such Senior Indebtedness may have been issued,


                                       86
<PAGE>
ratably as aforesaid, for application to the payment of all Senior Indebtedness
remaining unpaid until all such Senior Indebtedness shall have been paid in full
in money or money's worth, after giving effect to any concurrent payment or
distribution (or provision therefor) to the holders of such Senior Indebtedness.

            The consolidation of the Company with, or the merger of the Company
into, another corporation or the liquidation or dissolution of the Company
following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article VIII hereof shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 1502 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
VIII hereof.

            (c) The holders of Senior Indebtedness may, at any time and from
time to time, without the consent of or notice to the Holders of Securities (or
any Coupons appertaining thereto), without incurring responsibility to such
Holders and without impairing or releasing the obligations of the Holders of
Securities (or any Coupons appertaining thereto) hereunder to the holders of
Senior Indebtedness: (1) change the manner, place or terms of payment or change
or extend the time of payment of, or renew or alter, Senior Indebtedness, or
otherwise amend in any manner Senior Indebtedness or any instrument evidencing
the same or any agreement under which Senior Indebtedness is outstanding; (2)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing Senior Indebtedness; (3) release any Person liable in any
manner for the collection of Senior Indebtedness; and (4) exercise or refrain
from exercising any rights against the Company and any other Person.

            (d) Nothing in this Section 1502 shall apply to claims of, or
payments to, the Trustee pursuant to Section 607.

            SECTION 1503. Subrogation. Subject to the payment in full of all
Senior Indebtedness, the Holders of Securities (and any Coupons appertaining
thereto) shall be subrogated to the rights of the holders of Senior Indebtedness
to receive payments or distributions of cash, property or securities of the
Company applicable to the Senior Indebtedness until all amounts owing on the
Securities (and any Coupons appertaining thereto) shall be paid in full, and, as
between the Company, its creditors other than holders of Senior Indebtedness,
and the Holders of Securities (and any Coupons appertaining thereto), no such
payment or distribution made to the holders of Senior Indebtedness by virtue of
this Article XV which otherwise would have been made to the Holders of
Securities (and any


                                       87
<PAGE>
Coupons appertaining thereto) shall be deemed to be a payment by the Company on
account of the Senior Indebtedness, it being understood that the provisions of
this Article XV are and are intended solely for the purpose of defining the
relative rights of the Holders of Securities (and any Coupons appertaining
thereto), on the one hand, and the holders of Senior Indebtedness, on the other
hand.

            SECTION 1504. Obligation of Company Unconditional. Nothing contained
in this Article XV or elsewhere in this Indenture or in any Security is intended
to or shall impair, as between the Company, its creditors other than holders of
Senior Indebtedness and the Holders of Securities (and any Coupons appertaining
thereto), the obligation of the Company, which is absolute and unconditional, to
pay to the Holders of the Securities (and any Coupons appertaining thereto) the
principal thereof (and premium if any) and interest, if any, thereon as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders of the Securities
(or any Coupons appertaining thereto) and creditors of the Company other than
holders of Senior Indebtedness, nor shall anything herein prevent the Trustee or
any Holder of Securities (or any Coupons appertaining thereto) from exercising
all remedies otherwise permitted by applicable law or hereunder upon default
hereunder, subject to the rights, if any, under this Article XV of holders of
Senior Indebtedness in respect of cash, property or securities of the Company
received upon the exercise of any such remedy.

            Upon any payment or distribution of assets of the Company referred
to in this Article XV, the Trustee and the Holders of Securities (or any Coupons
appertaining thereto) shall be entitled to rely upon any order or decree made by
any court of competent jurisdiction in which any such dissolution, winding up,
liquidation or reorganization proceeding affecting the affairs of the Company is
pending or upon a certificate of the liquidating trustee or agent or other
person making any payment or distribution to the Trustee or to the Holders of
Securities (or any Coupons appertaining thereto) for the purpose of ascertaining
the persons entitled to participate in such payment or distribution, the holders
of the Senior Indebtedness and other indebtedness of the Company, the amount
thereof or payable thereon, the amount paid or distributed thereon and all other
facts pertinent thereto or to this Article XV.

            SECTION 1505. Payments on Securities Permitted. Nothing contained in
this Article XV or elsewhere in this Indenture, or in any of the Securities (or
any Coupons appertaining thereto) shall (1) affect the obligation of the Company
to make, or prevent the Company from making, at any time except in the event of
any event specified in paragraph (a) or (b) of Section 1502, payments at


                                       88
<PAGE>
any time of principal of (or premium, if any) or interest, if any, on the
Securities of any series (or any Coupons appertaining thereto) or of any sinking
fund payments with respect to the Securities of any series, or (2) prevent the
application by the Trustee or any Paying Agent of any moneys deposited prior to
the receipt by the Trustee of the notice referred to in Section 1502(a) with the
Trustee or such Paying Agent in trust for the purpose of paying a specified
installment or installments of interest on the Securities of any series (or any
Coupons appertaining thereto), to the payment of such installments of interest
on the Securities of any series (or any Coupons appertaining thereto).

            SECTION 1506. Effectuation of Subordination by Trustee. Each holder
of Securities (or any Coupons appertaining thereto), by his acceptance thereof,
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article XV and appoints the Trustee his attorney-in-fact for any and all such
purposes.

            SECTION 1507. Knowledge of Trustee. The Company shall give prompt
written notice to the Trustee of any fact known to the Company which would
prohibit the making of any payment of moneys to or by the Trustee in respect of
the Securities (or any Coupons appertaining thereto) pursuant to the provisions
of this Article XV. Notwithstanding the provisions of this Article XV or any
other provisions of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment of moneys to or by the Trustee, or the taking of any other action by the
Trustee, unless and until the Trustee shall have received written notice thereof
from the Company or a Senior Indebtedness Representative.

            Prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 601, shall be entitled in all respects to
assume that no such facts exist; provided, that if on a date not less than two
Business Days prior to the date upon which by the terms hereof any such moneys
may become payable for any purpose (including, without limitation, the payment
of the principal of or premium or interest, if any, on any Securities (or any
Coupons appertaining thereto)), the Trustee shall not have received with respect
to such moneys the notice provided for in this Section 1507, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such moneys and to apply the same to the purpose
for which they were received, and shall not be affected by any notice to the
contrary which may be received by it on or after such prior date.


                                       89
<PAGE>
            The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself to be a Senior Indebtedness
Representative to establish that such notice has been given by a Senior
Indebtedness Representative. In the event that the Trustee determines, in good
faith, that further evidence is required with respect to the right of any person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XV, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such person, as to the extent to which such person
is entitled to participate in such payment or distribution, and as to other
facts pertinent to the rights of such person under this Article XV, and if such
evidence is not furnished, the Trustee may defer any payment to such person
pending judicial determination as to the right of such person to receive such
payment.

            SECTION 1508. Trustee May Hold Senior Indebtedness; Trustee's
Relation to Senior Indebtedness. The Trustee shall be entitled to all the rights
set forth in this Article XV with respect to any Senior Indebtedness at the time
held by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in Section 613 or elsewhere in this Indenture shall deprive the Trustee
of any of its rights as such holder.

            The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and, with respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article XV, and
no implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Indenture against the Trustee. Subject to
the provisions of Section 601, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall mistakenly pay over or deliver to Holders of
Securities (or any Coupons appertaining thereto), the Company or any other
person moneys or assets to which any holder of Senior Indebtedness shall be
entitled by virtue of this Article XV or otherwise.

            SECTION 1509. Rights of Holders of Senior Indebtedness Not Impaired.
No right of any present or future holder of any Senior Indebtedness to enforce
the subordination herein shall at any time or in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any
non-compliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.


                                       90
<PAGE>
            SECTION 1510. Rights and Obligations Subject to Power of Court. The
right of the holders of Senior Indebtedness and the obligations of the Trustee
and the Holders of Securities (and any Coupons appertaining thereto) set forth
in this Article XV are subject to the power of a court of competent jurisdiction
to make other equitable provision reflecting the rights conferred in this
Indenture upon the Senior Indebtedness and the holders thereof with respect to
the Securities (and any Coupons appertaining thereto) and the Holders thereof by
a plan of reorganization under applicable bankruptcy law.

            SECTION 1511. Article XV Not to Prevent Events of Default. No
provision of this Article XV shall prevent the occurrence of any default or
Event of Default hereunder.

            SECTION 1512. Definitions. The following terms shall have the
following meanings:

            "Senior Indebtedness" means the principal of, premium, if any, and
interest on, and any other payment due pursuant to the terms of an instrument
(including, without limitation, fees, expenses, collection expenses (including
attorneys' fees), interest yield amounts, post-petition interest and taxes)
creating, securing or evidencing any of the following, whether outstanding at
the date hereof or hereafter incurred or created:

            (1) all indebtedness of the Company for money borrowed or
      constituting amounts due in respect of reimbursement obligations relating
      to letters of credit (including, but not limited to, any indebtedness
      secured by a mortgage, conditional sales contract or other lien which is
      (A) given to secure all or part of the purchase price of property subject
      thereto, whether given to the vendor of such property or to another or (B)
      existing on property at the time of acquisition thereof);

            (2) all indebtedness of the Company evidenced by notes, debentures,
      bonds or other securities;

            (3) all indebtedness of others of the kinds described in either of
      the preceding clauses (1) or (2) assumed by or guaranteed in any manner by
      the Company or in effect guaranteed by the Company through an agreement to
      purchase, contingent or otherwise; and


                                       91
<PAGE>
            (4) all renewals, deferrals, increases, extensions or refundings of
      and modifications to indebtedness of the kinds described in any of the
      preceding clauses (1), (2) or (3);

unless, in the case of any particular indebtedness, renewal, extension or
refunding, the instrument creating or evidencing the same or the assumption or
guarantee of the same provides that such indebtedness, renewal, extension,
deferral, increase, modification or refunding is not superior in right of
payment to the Securities or is pari passu with or subordinate by its terms in
right of payment to the Securities; provided that Senior Indebtedness shall not
include the Securities of any series issued under this Indenture.

            "Senior Indebtedness Representative" means (1) in the case of Senior
Indebtedness held by one Person, such Person, (2) in the case of Senior
Indebtedness issued under an indenture, the trustee under such indenture and (3)
in the case of Senior Indebtedness issued pursuant to an instrument or agreement
(other than an indenture) that authorizes an agent or other representative to
represent the interests of a group of creditors under such instrument or
agreement, such agent or representative; provided, however, in the case of (2)
or (3), such trustee, agent or representative is acting pursuant to due
authority pursuant to the related indenture, instrument or agreement.

                                   ARTICLE XVI

                                   Conversion

            SECTION 1601. Applicability of Article. Securities of any series
which are convertible into Common Stock (as defined below) at the option of the
Holder shall be convertible in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article. Each reference in this Article to "a Security"
or "the Securities" refers to the Securities of the particular series that is
convertible into Common Stock. If more than one series of Securities with
conversion privileges are outstanding at any time, the provisions of this
Article shall be applied separately to each such series.

            SECTION 1602. Conversion Privilege. A Holder of a Security of any
authorized denomination of any series may convert it into Common Stock, at any
time during the period specified in the Securities of that series, at the
conversion


                                       92
<PAGE>
price or conversion rate in effect on the conversion date, except that, with
respect to any Security (or portion thereof) called for redemption, such right
shall terminate at the close of business on the Redemption Date (or such other
day as may be specified as contemplated by Section 301 for Securities of such
series), unless the Company shall default in payment of the Redemption Price.

            The initial conversion price or conversion rate in respect of a
series of Securities shall be as specified in the Securities of that series. The
conversion price or conversion rate shall be subject to adjustment on the terms
set forth in this Article XVI or such other or different terms, if any, as may
be specified as contemplated by Section 301 for Securities of such series.

            A Holder may convert any Security in full and may convert a portion
of a Security if the portion to be converted and the remaining portion of such
Security are in denominations issuable for that series of Securities. Provisions
of this Indenture that apply to conversion of all of a Security shall also apply
to conversion of a portion of it.

            SECTION 1603. Conversion Procedure. To convert a Security of any
series, a Holder must satisfy the requirements for conversion contained on the
Securities of that series. The date on which the Holder shall satisfy all such
requirements shall be the conversion date. As soon as practicable after the
conversion date, the Company shall deliver to the Holder through the office or
agency maintained by the Company pursuant to Section 1002 a certificate for the
number of shares of Common Stock issuable upon the conversion and cash or its
check in lieu of any fractional share. The person in whose name such certificate
is registered shall become a stockholder of record on the conversion date, and
the rights of the Holder of the Securities so converted as a Holder thereof,
shall cease as of such date.

            If a Holder converts more than one Security of any series at the
same time, the number of full shares issuable upon such conversion shall be
based on the total principal amount of the Securities of such series so
converted.

            Upon surrender of a Security of any series that is converted in
part, the Trustee shall authenticate for the Holder a new Security or Securities
of that series equal in principal amount to the unconverted portion of the
Security surrendered together with any Coupons appertaining thereto.

            The Company will not be required to deliver certificates for shares
of Common Stock upon conversion while its stock transfer books are closed for a


                                       93
<PAGE>
meeting of stockholders or for the payment of dividends or for any other
purpose, but certificates for shares of Common Stock shall be delivered as soon
as the stock transfer books shall again be opened.

            Registered Securities of any series surrendered for conversion
during the period from the close of business on any Regular Record Date next
preceding any Interest Payment Date for such series to the opening of business
on such Interest Payment Date shall (except in the case of Registered Securities
or portions thereof which have been called for redemption on a Redemption Date
within such period) be accompanied by payment in funds acceptable to the Company
of an amount equal to the interest payable on such Interest Payment Date on the
principal amount of Securities being surrendered for conversion (or, if such
Registered Security was issued in exchange for a Bearer Security after the close
of business on such Regular Record Date, by surrender of one or more Coupons
relating to such Interest Payment Date or by both payment in such funds and
surrender of such Coupon or Coupons, in either case, in an amount equal to the
interest payable on such Interest Payment Date on the principal amount of the
Registered Security then being converted); provided, that no such payment need
be made if there shall exist, at the time of conversion, a default in the
payment of interest on the Securities of such series. The funds so delivered
shall be paid to the Company on or after such Interest Payment Date unless the
Company shall default in the payment of the interest due on such Interest
Payment Date, in which event such funds shall be paid to the Holder who made
such required payment. Except as provided above in this Section and subject to
the last paragraph of Section 307, no payment or adjustment shall be made upon
any conversion on account of any interest accrued on the Securities surrendered
for conversion or on account of any dividends on the Common Stock issued upon
conversion.

            SECTION 1604. Cash Payments in Lieu of Fractional Shares. No
fractional shares of Common Stock or script representing fractional shares shall
be issued upon conversion of a Security. If any fractional share of stock would
be issuable upon the conversion of any Security or portion thereof, the Company
shall make an adjustment therefor in cash at the current market value thereof.
The current market value of a share of Common Stock shall be the last reported
sale price on the first day (which is not a Legal Holiday) immediately preceding
the day on which the Securities (or specified portions thereof) are deemed to
have been converted and such last reported sale price shall be determined by the
Trustee as provided in the second sentence of subsection (d) of Section 1605.


                                       94
<PAGE>
            SECTION 1605. Adjustment of Conversion Price. The conversion price
or conversion rate shall be adjusted from time to time by the Company as
follows:

            (a) In case the Company shall (1) pay a dividend, or make a
      distribution, in shares of its Common Stock, on its Common Stock, (2)
      subdivide its outstanding Common Stock into a greater number of shares, or
      (3) combine its outstanding Common Stock into a smaller number of shares,
      the conversion price or conversion rate in effect immediately prior
      thereto shall be adjusted so that the Holder of any Security thereafter
      surrendered for conversion shall be entitled to receive the number of
      shares of Common Stock of the Company which he would have owned or have
      been entitled to receive after the happening of any of the events
      described above had such Security been converted immediately prior to the
      happening of such event. An adjustment made pursuant to this subsection
      (a) shall become effective immediately after the record date in the case
      of a dividend and shall become effective immediately after the effective
      date in the case of subdivision or combination.

            (b) In case the Company shall issue rights or warrants to
      substantially all holders of its Common Stock entitling them (for a period
      expiring within 45 days after the record date mentioned below) to
      subscribe for or purchase Common Stock (or securities convertible into
      Common Stock) at a price per share less than the current market price per
      share of Common Stock (as determined in accordance with subsection (d)
      below) at the record date for the determination of stockholders entitled
      to receive such rights or warrants, except as provided in subsection (e)
      below, the conversion price or conversion rate in effect immediately prior
      thereto shall be adjusted so that the same shall equal the price or rate
      determined by multiplying the conversion price or dividing the conversion
      rate, as the case may be, in effect immediately prior to the date of
      issuance of such rights or warrants by a fraction of which the numerator
      shall be the number of shares of Common Stock outstanding on the date of
      issuance of such rights or warrants plus the number of shares of Common
      Stock which the aggregate offering price of the total number of securities
      so offered would purchase at such current market price, and of which the
      denominator shall be the number of shares of Common Stock outstanding on
      the date of issuance of such rights or warrants plus the number of
      additional shares of Common Stock (including shares represented by
      securities convertible into Common Stock) offered for subscription or
      purchase. Such adjustment shall be made successively whenever any such
      rights or warrants are issued, and shall become effective


                                       95
<PAGE>
      immediately after such record date. Except as provided in subsection (d)
      below, in determining whether any rights or warrants entitle the holders
      to subscribe for or purchase shares of Common Stock (including shares
      represented by securities convertible into Common Stock) at less than such
      current market price, and in determining the aggregate offering price of
      such shares of Common Stock, there shall be taken into account any
      consideration received by the Company for such rights or warrants, the
      value of such consideration, if other than cash, to be determined by the
      Board of Directors of the Company whose determination shall be conclusive
      and described in a certificate filed with the Trustee. Upon the expiration
      of any right or warrant to purchase Common Stock (or securities
      convertible into Common Stock) the issuance of which resulted in an
      adjustment in the conversion price or rate pursuant to this subsection
      (b), if any such right or warrant shall expire and shall not have been
      exercised, the conversion price or rate shall immediately upon such
      expiration be recomputed to the conversion price or rate which would have
      been in effect had the adjustment of the conversion price or rate made
      upon the issuance of such rights or warrants been made on the basis of
      offering for subscription or purchase only that number of shares of Common
      Stock (or securities convertible into Common Stock) actually purchased
      upon the exercise of such rights or warrants actually exercised.

            (c) In case the Company shall distribute to substantially all
      holders of its Common Stock any shares of capital stock of the Company
      (other than Common Stock or capital stock convertible into Common Stock)
      or evidences of its indebtedness or assets (excluding cash dividends or
      other distributions to the extent paid from current or retained earnings
      of the Company) or rights or warrants to subscribe for or purchase any of
      its securities (excluding those referred to in subsection (b) above),
      then, except as provided in subsection (e) below, in each such case the
      conversion price or conversion rate shall be adjusted by multiplying the
      conversion price or dividing the conversion rate, as the case may be, in
      effect immediately prior to the record date for the determination of
      stockholders entitled to receive such distribution by a fraction of which
      the numerator shall be the current market price per share (as defined in
      subsection (d) below) of the Common Stock on such record date less the
      fair market value on such record date (as determined by the Board of
      Directors of the Company, whose determination shall be conclusive, and
      described in a certificate filed with the Trustee) of the portion of the
      capital stock or assets or evidences of indebtedness so distributed or of
      such rights or warrants applicable to one share of Common Stock, and the
      denominator shall be the current market price per share (as


                                       96
<PAGE>
      defined in subsection (d) below) of the Common Stock on such record date.
      Such adjustment shall become effective immediately after the record date
      for the determination of stockholders entitled to receive such
      distribution, except as provided in subsection (e) below.

            (d) For the purpose of any computation under subsections (b) and (c)
      of this Section, the current market price per share of Common Stock on any
      date shall be deemed to be the average of the daily closing prices for the
      20 consecutive Trading Days (as defined below) commencing with the 30th
      Trading Day before the day in question. The closing price for each day
      shall be the last reported sales price regular way or, in case no such
      reported sale takes place on such day, the average of the reported closing
      bid and asked prices regular way, in either case on the New York Stock
      Exchange or, if the Common Stock is not listed or admitted to trading on
      such exchange, on the principal national securities exchange on which the
      Common Stock is listed or admitted to trading (based on the aggregate
      dollar value of all securities listed or admitted to trading) or, if not
      listed or admitted to trading on any national securities exchange, on the
      NASDAQ National Market System or, if the Common Stock is not listed or
      admitted to trading on any national securities exchange or quoted on the
      NASDAQ National Market System, the average of the closing bid and asked
      prices in the over-the-counter market as furnished by any New York Stock
      Exchange member firm selected from time to time by the Company for that
      purpose, or, if such prices are not available, the fair market value set
      by, or in a manner established by, the Board of Directors of the Company
      in good faith. In addition, for purposes of any computation under
      subsection (b) and (c) above: (1) the market value or exercise price of
      any rights or warrants shall be determined without giving effect to any
      potential adjustment that is contingent upon the occurrence of any event
      other than the passage of time; and (2) to the extent that any right or
      warrant is subject to any condition (other than the passage of time), the
      date of issuance or distribution of such right or warrant and the record
      date for the determination of stockholders entitled to receive such rights
      or warrants shall be deemed to be the date of occurrence of such
      condition.

            (e) No adjustment in the conversion price or conversion rate shall
      be required unless such adjustment would require an increase or decrease
      of at least 1% in such price or rate; provided however, that any
      adjustments which by reason of this subsection (e) are not required to be
      made shall be carried forward and taken into account in any subsequent
      adjustment. All calculations under this Article XVI shall be made by the
      Company and shall be made to the nearest cent or to the nearest one
      hundredth of a share, as the


                                       97
<PAGE>
      case may be. Anything in this Section 1605 to the contrary
      notwithstanding, the Company shall be entitled to make such reductions in
      the conversion price or increases in the conversion rate, in addition to
      those required by this Section 1605, as it in its discretion shall
      determine to be advisable in order that any stock dividends, subdivision
      of shares, distribution of rights to purchase stock or securities, or a
      distribution of securities convertible into or exchangeable for stock
      hereafter made by the Company to its stockholders shall not be taxable.

            (f) Whenever the conversion price or conversion rate is adjusted as
      herein provided, the Company shall promptly file with the Trustee and any
      conversion agent other than the Trustee an Officers' Certificate setting
      forth the conversion price or conversion rate after such adjustment and
      setting forth a brief statement of the facts requiring such adjustment.
      Promptly after delivery of such certificate, the Company shall prepare a
      notice of such adjustment of the conversion price or conversion rate
      setting forth the adjusted conversion price or conversion rate and the
      date on which such adjustment becomes effective and shall mail such notice
      of such adjustment to the Holder of each Registered Security at his last
      address appearing on the Security Register.

            (g) In any case in which this Section 1605 provides that an
      adjustment shall become effective immediately after a record date for an
      event, the Company may defer until the occurrence of such event (1)
      issuing to the Holder of any Security converted after such record date and
      before the occurrence of such event the additional shares of Common Stock
      issuable upon such conversion by reason of the adjustment required by such
      event over and above the Common Stock issuable upon such conversion before
      giving effect to such adjustment and (2) paying to such Holder any amount
      in cash in lieu of any fraction pursuant to Section 1604.

            SECTION 1606. Rights Issued in Respect of Common Stock Issued Upon
Conversion. Each share of Common Stock issued upon conversion of Securities
pursuant to this Article XVI shall be entitled to receive the appropriate number
of Rights (as defined below), if any, and the certificates representing the
Common Stock issued upon such conversion shall bear such legends, if any, in
each case as provided by and subject to the terms of the Rights Agreement (as
defined below) as in effect at the time of such conversion. Notwithstanding
anything else to the contrary in this Article XVI, there shall not be any
adjustment to the conversion privilege or conversion price or conversion rate as
a result of (1) the distribution of separate certificates representing the
Rights, (2) the occurrence of certain events


                                       98
<PAGE>
entitling holders of Rights to receive, upon exercise thereof, Common Stock of
the Company or capital stock of another corporation or (3) the exercise of such
Rights in accordance with the Rights Agreement.

            SECTION 1607. Effect of Reclassification, Consolidation, Merger or
Sale. If any of the following events occur, namely (1) any reclassification or
change of outstanding shares of Common Stock (other than a charge in par value,
or from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), (2) any consolidation, merger or
combination of the Company with another corporation or entity as a result of
which holders of Common Stock shall be entitled to receive stock, securities or
other property or assets (including cash) with respect to or in exchange for
such Common Stock, or (3) any sale or conveyance of the properties and assets of
the Company as, or substantially as, an entirety to any other corporation or
entity as a result of which holders of Common Stock shall be entitled to receive
stock, securities or other property or assets (including cash) with respect to
or in exchange for such Common Stock shall occur, then the Company or the
successor or purchasing corporation, as the case may be, shall execute with the
Trustee a supplemental indenture (which shall conform to the Trust Indenture Act
as in force at the date of execution of such supplemental indenture) providing
that each Security shall be convertible into the kind and amount of shares of
stock and other securities or property or assets (including cash) receivable
upon such reclassification, change, consolidation, merger, combination, sale or
conveyance by a holder of a number of shares of Common Stock issuable upon
conversion of such Security immediately prior to such reclassification, change,
consolidation, merger, combination, sale or conveyance. Such supplemental
indenture shall provide for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article.

            The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder of Registered Securities, at his address
appearing on the Security Register.

            The above provisions of this Section shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

            SECTION 1608. Taxes on Shares Issued. The issue of stock
certificates on conversions of Securities shall be made without charge to the
converting Holder for any tax in respect of the issue thereof. The Company shall
not, however, be required to pay any tax which may be payable in respect of any


                                       99
<PAGE>
transfer involved in the issue and delivery of stock in any name other than that
of the Holder of any Security converted, and the Company shall not be required
to issue or deliver any such stock certificate unless and until the Person or
Persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.

            SECTION 1609. Reservation of Shares; Shares to be Fully Paid;
Compliance with Governmental Requirements; Listing of Common Stock. The Company
shall use its best efforts to provide, free from preemptive rights, out of its
authorized but unissued shares or shares held in treasury, sufficient shares to
provide for the conversion of the Securities from time to time as such
Securities are presented for conversion.

            Before taking any action which would cause an adjustment reducing
the effective conversion price below the then par value, if any, of the shares
of Common Stock issuable upon conversion of the Securities, the Company will
take all corporate action which may, in the opinion of its counsel, be necessary
in order that the Company may validly and legally issue shares of such Common
Stock at such adjusted conversion price or rate.

            The Company covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issue be fully paid and
nonassessable by the Company and free from all taxes, liens and charges with
respect to the issue thereof.

            The Company covenants that if any shares of Common Stock to be
provided for the purpose of conversion of Securities hereunder require
registration with or approval of any governmental authority under any Federal or
State law before such shares may be validly issued upon conversion, the Company
will in good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be.

            The Company further covenants that so long as the Common Stock shall
be listed on the New York Stock Exchange or any other national securities
exchange the Company will, if permitted by the rules of such exchange, list and
keep listed all Common Stock issuable upon conversion of the Securities.

            SECTION 1610. Responsibility of Trustee. The Trustee and any other
conversion agent shall not at any time be under any duty or responsibility to
any Holder to determine whether any facts exist which may require any adjustment
of


                                      100
<PAGE>
the conversion price or conversion rate, or with respect to the nature or extent
or calculation of any such adjustment when made, or with respect to the method
employed, or herein or in any supplemental indenture provided to be employed, in
making the same. The Trustee and any other conversion agent shall not be
accountable with respect to the validity or value (or the kind or amount) of any
shares of Common Stock, or of any securities or property, which may at any time
be issued or delivered upon the conversion of any Security; and the Trustee and
any other conversion agent make no representations with respect thereto. Subject
to the provisions of Section 601, neither the Trustee nor any conversion agent
shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property or cash upon the surrender of any Security for the purpose of
conversion or to comply with any of the duties, responsibilities or covenants of
the Company contained in this Article. Without limiting the generality of the
foregoing, neither the Trustee nor any conversion agent shall be under any
responsibility to determine whether a supplemental indenture under Section 1607
need be entered into or the correctness of any provisions contained in any
supplemental indenture entered into pursuant to Section 1607 relating either to
the kind or amount of shares of stock or securities or property (including cash)
receivable by Holders of Securities upon the conversion of their Securities
after any event referred to in such Section 1607 or to any adjustment to be made
with respect thereto, but, subject to the provisions of Section 601, may accept
as conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officers' Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

            SECTION 1611. Notice to Holders Prior to Certain Actions. In case:

                  (1) the Company shall declare a dividend (or any other
            distribution) on its Common Stock (other than in cash out of current
            or retained earnings or pursuant to the Rights Agreement); or

                  (2) The Company shall authorize the granting to substantially
            all the holders of its Common Stock of rights or warrants to
            subscribe for or purchase any share of any class or any other rights
            or warrants; or

                  (3) of any reclassification of the Common Stock of the Company
            (other than a subdivision or combination of its outstanding Common
            Stock, or a change in par value, or from par value to no par value,
            or from no par value to par value), or of any consolidation or


                                      101
<PAGE>
            merger to which the Company is a party and for which approval of any
            stockholders of the Company is required, or of the sale or transfer
            of all or substantially all of the assets of the Company; or

                  (4) of the voluntary or involuntary dissolution, liquidation
            or winding-up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each
Holder of Registered Securities at his address appearing on the Security
Register, as promptly as possible but in any event at least fifteen days prior
to the applicable date hereinafter specified, a notice stating (1) the date on
which a record is to be taken for the purpose of such dividend, distribution or
rights or warrants, or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution
or rights are to be determined, or (2) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is
expected to become effective or occur, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up.

            SECTION 1612. Definitions. The following terms shall have the
following meanings:

            "Common Stock" means any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. Subject to the provisions
of Section 1607, however, shares issuable on conversion of Securities shall
include only shares of the class designated as Common Stock of the Company at
the date of this Indenture or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company and which are
not subject to redemption by the Company; provided that if at any time there
shall be more than one such resulting class, the shares of each such class then
so issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.


                                      102
<PAGE>
            "Rights" mean the Preferred Share Purchase Rights heretofore or in
the future distributed to stockholders of the Company pursuant to the Rights
Agreement.

            "Rights Agreement" means the Rights Agreement originally dated March
7, 1986 between the Company and the Rights Agent named therein, as it may be
amended, supplemented or restated from time to time (including any agreements of
a similar nature in replacement thereof).

            "Trading Day" means a day on which the national securities exchange
(or the NASDAQ National Market System) on which the Common Stock is listed or
admitted to trading is open for the transaction of business or the reporting of
trades or, if the Common Stock is not so listed or admitted, a day on which the
New York Stock Exchange is open for the transaction of business.


                                      103
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly signed all as of the date first written above.

                                                UNISYS CORPORATION

                                                By: _______________________
                                                       Name:
                                                       Title:


                                                HSBC Bank USA,
                                                as Trustee

                                                By: _______________________
                                                       Name:
                                                       Title:


                                      104
<PAGE>
                                    EXHIBIT A

                            [FORMS OF CERTIFICATION)

                   [FORM OF CERTIFICATE TO BE GIVEN BY PERSON
                    ENTITLED TO RECEIVE BEARER SECURITY OR TO
                   OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]

                                  EXHIBIT A.1.
                               UNISYS CORPORATION

                     [Insert title or sufficient description
                         of Securities to be delivered]
                               (the "Securities")

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

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

            We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
Securities held
<PAGE>
by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification, it may be assumed that this certification applies as of
such date.

            This certification excepts and does not relate to $______________ of
such interest in the above Securities, in respect of which we are not able to
certify and as to which we understand exchange and delivery of definitive
Securities (or, if relevant, exercise of any rights or collection of any
interest) cannot be made until we do so certify.

            We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:   _____________________________
         [To be dated no earlier
         than 15 days prior to the
         Exchange Date or the first
         interest payment date prior
         to the Exchange Date, as
         relevant]

By:      _____________________________
         As, or as agent for, the
         beneficial owner(s) of the
         Securities to which this
         certificate relates.


                                       2
<PAGE>
                                   EXHIBIT A.2

                       [FORM OF CERTIFICATE TO BE GIVEN BY
                           EURO-CLEAR OR CEDEL S.A. IN
                        CONNECTION WITH THE EXCHANGE OF A
                     PORTION OF A TEMPORARY GLOBAL SECURITY
                OR TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]

                               UNISYS CORPORATION

                     [Insert title or sufficient description
                         of Securities to be delivered]
                               (the "Securities")

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

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

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

            We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

*Dated:       , 20__           Yours faithfully,

                                                MORGAN GUARANTY TRUST COMPANY OF
                                                NEW YORK, Brussels office as
                                                operator of the Euro-clear
                                                System

                                                            or

                                                CEDEL S.A.

                                                By:


--------------------------------
* [Not earlier than the Exchange
  Date or the first interest
  payment date prior to the
  Exchange Date, as relevant.]


                                       2