EXHIBIT 4.3


                               HSBC AMERICAS, INC.
                                     Issuer

                                       TO


                              BANKERS TRUST COMPANY
                                     Trustee

                            ________________________


                                    INDENTURE

                          Dated as of October 24, 1996


                            ________________________


                          SUBORDINATED DEBT SECURITIES

<PAGE>

           Reconciliation and tie between Trust Indenture Act of 1939
                   and Indenture, dated as of October 24, 1996

                  Trust Indenture Act Section          Indenture Section
                  ---------------------------          -----------------
ss.310 (a)(1)....................................      609
       (a)(2)....................................      609
       (a)(3)....................................      Not Applicable
       (a)(4)....................................      Not Applicable
       (a)(5)....................................      609
       (b).......................................      608
        .........................................      610
       (c).......................................      Not Applicable
ss.311 (a).......................................      613
       (b).......................................      613
       (c).......................................      Not Applicable

ss.312 (a)........................................     701
                                                       702(a)
       (b).......................................      702(b)
       (c).......................................      702(c)
ss.313 (a).........................................    703
       (b).......................................      703
       (c).......................................      703
       (d).......................................      703
ss.314 (a).......................................      704
       (b).......................................      Not Applicable
       (c)(1)....................................      102
       (c)(2)....................................      102
       (c)(3)....................................      Not Applicable
       (d).......................................      Not Applicable
       (e).......................................      102
ss.315 (a).......................................      601(a)
                                                       601(c)
       (b).......................................      602
                                                       703
       (c).......................................      601(b)
       (d).......................................      601(c)
       (d)(1)....................................      601(a)
       (d)(2)....................................      601(c)(2)
       (d)(3)....................................      601(c)(3)
       (e).......................................      514
ss.316 (a).......................................      101
       (a)(1)(A).................................      502
                                                       512
       (a)(1)(B).................................      513
       (a)(2)....................................      Not Applicable
       (b).......................................      508
       (c).......................................      508
ss.317 (a)(1)....................................      503
       (a)(2)....................................      504
       (b).......................................      1203
ss.318 (a).......................................      106

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

<PAGE>

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

PARTIES...................................................................2
RECITALS..................................................................2

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS..................................................2
   Act....................................................................3
   Affiliate..............................................................3
   Authenticating Agent...................................................3
   Bank...................................................................3
   Board of Directors.....................................................3
   Board of Governors.....................................................3
   Board Resolution.......................................................3
   Business Day...........................................................3
   Code...................................................................3
   Commission.............................................................4
   Company................................................................4
   Company Request and Company Order......................................4
   Corporate Trust Office.................................................4
   corporation............................................................4
   Debt Securities........................................................4
   Default................................................................4
   Defaulted Interest.....................................................4
   Depositary.............................................................4
   Discharged.............................................................4
   Discount Security......................................................5
   Dollar or $............................................................5
   Event of Default.......................................................5
   Floating Rate Security.................................................5
   Global Security........................................................5
   Holder.................................................................5
   Indebtedness for Money Borrowed........................................5
   Indebtedness Ranking Junior to the Debt Securities.....................5
   Indebtedness Ranking on a Parity with the Debt Securities..............5
   Indenture..............................................................6
   Indexed Security.......................................................6
   interest...............................................................6
   Interest Payment Date..................................................6
   Maturity...............................................................6
   Officers' Certificate..................................................7
   Opinion of Counsel.....................................................7
   Outstanding............................................................7
   Paying Agent...........................................................8
   Person.................................................................8
   Place of Payment.......................................................8
   Predecessor Security...................................................8
   Redemption Date........................................................8
   Redemption Price.......................................................8
   Registered Holder......................................................8
   Registered Security....................................................8
   Regular Record Date....................................................8
   Repayment Date.........................................................9
   Responsible Officer....................................................9
   Security Register and Security Registrar...............................9
   Senior Indebtedness....................................................9
   Special Record Date....................................................9
   Stated Maturity........................................................9
   Subsidiary; voting stock...............................................9
   Trust Indenture Act or TIA.............................................9
   Trustee................................................................9
   U.S. Government Obligations...........................................10
   United States.........................................................10
SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS........................10
SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE......................10
SECTION 104. NOTICES, ETC. TO TRUSTEE AND COMPANY........................11
SECTION 105. NOTICE TO HOLDERS; WAIVER...................................11
SECTION 106. CONFLICT WITH TRUST INDENTURE ACT...........................12
SECTION 107. EFFECT OF HEADINGS AND TABLE OF CONTENTS....................12
SECTION 108. SUCCESSORS AND ASSIGNS......................................12
SECTION 109. SEPARABILITY CLAUSE.........................................12
SECTION 110. BENEFITS OF INDENTURE.......................................12
SECTION 111. GOVERNING LAW...............................................12
SECTION 112. LEGAL HOLIDAYS..............................................12
SECTION 113. NO SECURITY INTEREST CREATED................................13
SECTION 114. LIMITATION OF INDIVIDUAL LIABILITY..........................13

                                   ARTICLE II

                               DEBT SECURITY FORMS

SECTION 201. FORMS GENERALLY.............................................13
SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.............14
SECTION 203. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION
             BY AN AUTHENTICATING AGENT..................................14
SECTION 204. SECURITIES ISSUABLE IN GLOBAL FORM..........................14

                                   ARTICLE III

                               THE DEBT SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES........................15
SECTION 302. DENOMINATIONS...............................................17
SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING..............18
SECTION 304. TEMPORARY DEBT SECURITIES...................................20
SECTION 305. REGISTRATION, TRANSFER AND EXCHANGE.........................21
SECTION 306. MUTILATED, DESTROYED, LOST
             AND STOLEN DEBT SECURITIES..................................23
SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED..............24
SECTION 308. CANCELLATION................................................25
SECTION 309. COMPUTATION OF INTEREST.....................................25
SECTION 310. CUSIP NUMBERS...............................................25
SECTION 311. PERSONS DEEMED OWNERS.......................................26

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.....................26
SECTION 402. APPLICATION OF TRUST MONEY..................................27
SECTION 403. INDEMNITY...................................................28
SECTION 404. SUBORDINATION PROVISIONS INAPPLICABLE.......................28

                                    ARTICLE V

                                    REMEDIES

SECTION 501. EVENTS OF DEFAULT...........................................28
SECTION 502. ACCELERATION OF MATURITY; RESCISSION
             AND ANNULMENT...............................................29
SECTION 503. DEFAULTS; COLLECTION OF INDEBTEDNESS
             AND SUITS FOR ENFORCEMENT BY TRUSTEE........................30
SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM............................31
SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT
             POSSESSION OF DEBT SECURITIES...............................32
SECTION 506. APPLICATION OF MONEY COLLECTED..............................32
SECTION 507. LIMITATION ON SUITS.........................................32
SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO
             RECEIVE PRINCIPAL, PREMIUM AND INTEREST.....................33
SECTION 509. RESTORATION OF RIGHTS AND REMEDIES..........................33
SECTION 510. RIGHT AND REMEDIES CUMULATIVE...............................33
SECTION 511. DELAY OR OMISSION NOT WAIVER................................34
SECTION 512. CONTROL BY HOLDERS..........................................34
SECTION 513. WAIVER OF PAST DEFAULTS.....................................34
SECTION 514. UNDERTAKING FOR COSTS.......................................34
SECTION 515. WAIVER OF STAY OR EXTENSION LAWS............................35

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.........................35
SECTION 602. NOTICE OF DEFAULTS..........................................36
SECTION 603. CERTAIN RIGHTS OF TRUSTEE...................................37
SECTION 604. NOT RESPONSIBLE FOR RECITALS OR
             ISSUANCE OF DEBT SECURITIES.................................38
SECTION 605. MAY HOLD DEBT SECURITIES....................................38
SECTION 606. MONEY HELD IN TRUST.........................................38
SECTION 607. COMPENSATION AND REIMBURSEMENT..............................38
SECTION 608. DISQUALIFICATION, CONFLICTING INTERESTS.....................39
SECTION 609. CORPORATE TRUSTEE REQUIRED, ELIGIBILITY.....................39
SECTION 610. RESIGNATION AND REMOVAL, APPOINTMENT OF SUCCESSOR...........40
SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR......................41
SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.42
SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY...........43
SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.........................43

                                   ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. COMPANY TO FURNISH TRUSTEE
             NAMES AND ADDRESSES OF HOLDERS..............................45
SECTION 702. PRESERVATION OF INFORMATION;
             COMMUNICATION TO HOLDERS....................................45
SECTION 703. REPORTS BY TRUSTEE..........................................46
SECTION 704. REPORTS BY COMPANY..........................................47

                                  ARTICLE VIII

                             CONCERNING THE HOLDERS

SECTION 801. ACTS OF HOLDERS.............................................47
SECTION 802. PROOF OF OWNERSHIP; PROOF OF
             EXECUTION OF INSTRUMENTS BY HOLDERS.........................48
SECTION 803. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND................48

                                   ARTICLE IX

                                HOLDERS' MEETINGS

SECTION 901. PURPOSES OF MEETINGS........................................49
SECTION 902. CALL OF MEETINGS BY TRUSTEE.................................49
SECTION 903. CALL OF MEETINGS BY COMPANY OR HOLDERS......................49
SECTION 904. QUALIFICATIONS FOR VOTING...................................50
SECTION 905. REGULATIONS.................................................50
SECTION 906. VOTING......................................................50
SECTION 907. NO DELAY OF RIGHTS BY MEETING...............................51

                                    ARTICLE X

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 1001. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.......51
SECTION 1002. SUCCESSOR CORPORATION SUBSTITUTED..........................52
SECTION 1003. OPINION OF COUNSEL.........................................52

                                   ARTICLE XI

                             SUPPLEMENTAL INDENTURES

SECTION 1101. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.........52
SECTION 1102. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS............53
SECTION 1103. EXECUTION OF SUPPLEMENTAL INDENTURES.......................54
SECTION 1104. EFFECT OF SUPPLEMENTAL INDENTURES..........................55
SECTION 1105. CONFORMITY WITH TRUST INDENTURE ACT........................55
SECTION 1106. REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES....55
SECTION 1107.  SUBORDINATION UNIMPAIRED..................................55
SECTION 1108. NOTICE OF SUPPLEMENTAL INDENTURE...........................55

                                   ARTICLE XII

                                    COVENANTS

SECTION 1201. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.................55
SECTION 1202. MAINTENANCE OF OFFICE OR AGENCY............................56
SECTION 1203. MONEY FOR DEBT SECURITIES;
              PAYMENTS TO BE HELD IN TRUST...............................56
SECTION 1204. OFFICERS' CERTIFICATE AS TO DEFAULT........................57
SECTION 1205.  WAIVER OF CERTAIN COVENANTS...............................57

                                  ARTICLE XIII

                          REDEMPTION OF DEBT SECURITIES

SECTION 1301. APPLICABILITY OF ARTICLE...................................58
SECTION 1302. ELECTION TO REDEEM; NOTICE TO TRUSTEE......................58
SECTION 1303. SELECTION BY TRUSTEE OF DEBT
              SECURITIES TO BE REDEEMED..................................58
SECTION 1304. NOTICE OF REDEMPTION.......................................59
SECTION 1305. DEPOSIT OF REDEMPTION PRICE................................60
SECTION 1306. DEBT SECURITIES PAYABLE ON REDEMPTION DATE.................60
SECTION 1307. DEBT SECURITIES REDEEMED IN PART...........................60

                                   ARTICLE XIV

                                   DEFEASANCE

SECTION 1401. APPLICABILITY OF ARTICLE...................................61
SECTION 1402. DEFEASANCE UPON DEPOSIT OF MONEYS
              OR U.S. GOVERNMENT OBLIGATIONS.............................61
SECTION 1403. DEPOSITED MONEYS AND U.S. GOVERNMENT
              OBLIGATIONS TO BE HELD IN TRUST............................62
SECTION 1404. REPAYMENT TO COMPANY.......................................63
SECTION 1405. SUBORDINATION PROVISIONS INAPPLICABLE......................63

                                   ARTICLE XV

                        SUBORDINATION OF DEBT SECURITIES

SECTION 1501.  AGREEMENT TO SUBORDINATE..................................63
SECTION 1502.  OBLIGATION OF THE COMPANY UNCONDITIONAL
               AND PAYMENT PERMITTED IF NO DEFAULT.......................65
SECTION 1503.  LIMITATIONS ON DUTIES TO HOLDERS OF SENIOR INDEBTEDNESS...66
SECTION 1504.  NOTICE TO TRUSTEE OF FACTS PROHIBITING PAYMENTS...........66
SECTION 1505.  APPLICATION BY TRUSTEE OF MONEYS DEPOSITED WITH IT........66
SECTION 1506.  SUBROGATION...............................................66
SECTION 1507.  SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR
               OMISSIONS OF BANK OR HOLDERS OF SENIOR INDEBTEDNESS.......67
SECTION 1508.  AUTHORIZATION OF TRUSTEE TO
               EFFECTUATE SUBORDINATION OF DEBT SECURITIES...............67
SECTION 1509.  RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS..............67
SECTION 1510.  ARTICLE XV NOT TO PREVENT DEFAULTS
               (INCLUDING EVENTS OF DEFAULT).............................68
SECTION 1511.  ARTICLE APPLICABLE TO PAYING AGENTS.......................68
TESTIMONIUM..............................................................69
SIGNATURES AND SEALS.....................................................69
ACKNOWLEDGMENTS..........................................................70

<PAGE>

                  INDENTURE dated as of October 24, 1996, between HSBC AMERICAS,
INC., a Delaware corporation (hereinafter called the "Company"), having its
principal office at One Marine Midland Center, Buffalo, New York 14203 and
BANKERS TRUST COMPANY, a New York banking corporation, as Trustee hereunder
(hereinafter called the "Trustee"), having its Corporate Trust Office at 4
Albany Street, 4th Floor, New York, New York 10006.

                             RECITALS OF THE COMPANY

                  The Company deems it necessary to issue from time to time for
its lawful purposes subordinated debt securities (the "Debt Securities")
evidencing its indebtedness, and has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of the Debt
Securities, unlimited as to aggregate principal amount, to bear interest at the
rates or formulas, to mature at such times and to have such other provisions as
shall be fixed therefor and hereinafter provided.

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

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    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 I have the meanings
         assigned to them in this Article I, and include the plural as well as
         the singular;

                  (2) all other terms used herein that 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 in the United
         States 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.

                  Certain terms, used principally in Article III or Article VI,
are defined in those respective Articles.

                  "Act" when used with respect to any Holder has the meaning
specified in Section 801.

                  "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" has the meaning specified in Section
614.

                  "Bank" means the Marine Midland Bank and any successor or
successors thereto.

                  "Board of Directors" means either the board of directors of
the Company, or the executive or any other committee of that board duly
authorized to act in respect hereof.

                  "Board of Governors" means the Board of Governors of the
Federal Reserve System.

                  "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
specified pursuant to Section 301 means any day that is not a Saturday, a Sunday
or a legal holiday or a day on which banking institutions or trust companies in
such Place of Payment are authorized or obligated by law to close, except as
otherwise specified pursuant to Section 301.

                  "Code" means the Internal Revenue Code of 1986 as in effect on
the date hereof.

                  "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 on such date.

                  "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" and "Company Order" mean, respectively, a
written request or order signed in the name of the Company by the Chairman, a
Vice Chairman, the President or a Vice President (any reference to a Vice
President of the Company herein shall be deemed to include any Vice President of
the Company whether or not designated by a number or word or words added before
or after the title "Vice President"), and by the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.

                  "Corporate Trust Office" means the principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of execution of this
instrument is located at Four Albany Street, New York, New York 10006.

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

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

                  "Default" has the meaning specified in Section 503.

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

                  "Depositary" means, with respect to the Debt Securities of any
series issuable in whole or in part in the form of one or more Global
Securities, 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
Debt Securities of any such series shall mean the Depositary with respect to the
Debt Securities of that series.

                  "Discharged" has the meaning specified in Section 1402.

                  "Discount Security" means any Debt Security that is issued
with original issue discount" within the meaning of Section 1273(a) of the Code
and the regulations thereunder and any other Debt Security designated by the
Company as issued with original issue discount for United States federal income
tax purposes.

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

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

                   "Floating Rate Security" means a Debt Security that provides
for the payment of interest at a variable rate determined periodically by
reference to an interest determination method specified pursuant to Section 301.

                   "Global Security" means a Registered Security evidencing all
or part of a series of Debt Securities issued to the Depositary for such series
in accordance with Section 303 and bearing the legend prescribed in Section
303(c).

                  "Holder" means, with respect to a Registered Security, the
Registered Holder.

                  "Indebtedness for Money Borrowed" means, when used with
respect to the Company or the Bank, (a) any obligation of, or any obligation
guaranteed by, the Company or the Bank, as the case may be, for the repayment of
borrowed money, whether or not evidenced by bonds, debentures, notes or other
written instruments, (b) similar obligations arising from off-balance sheet
guarantees and direct credit substitutes, (c) obligations associated with
derivative products such as interest rate and foreign exchange rate contracts,
commodity contracts and similar arrangements and (d) any deferred obligations
for the payment of the purchase price of property or assets.

                  "Indebtedness Ranking Junior to the Debt Securities" means any
Indebtedness for Money Borrowed of the Company, whether outstanding on the date
of execution of this Indenture or thereafter created, assumed or incurred, which
specifically by its terms ranks junior to and not equally with or prior to the
Debt Securities (and any other Indebtedness Ranking on a Parity with the Debt
Securities) in right of payment upon the happening of any event of the kind
specified in the first sentence of the second paragraph of Section 1501.

                  "Indebtedness Ranking on a Parity with the Debt Securities"
means (i) Indebtedness for Money Borrowed of the Company, whether outstanding on
the date of execution of the Indenture or thereafter created, assumed or
incurred, which specifically by its terms ranks equally with and not prior to
the Debt Securities in the right of payment upon the happening of any event of
the kind specified in the first sentence of the second paragraph of Section
1501, and (ii) the Company's 8 5/8% Subordinated Capital Notes due March 1997
issued under an indenture dated March 1, 1987 between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), as trustee, the Company's
Floating Rate Subordinated Capital Notes due March 1999, issued under an
indenture dated as of April 1, 1987 between the Company and The Chase Manhattan
Bank (formerly known as Chemical Bank) as trustee, the Company's Floating Rate
Subordinated Notes due December 2000, issued under an indenture dated December
12, 1985 between the Company and The Chase Manhattan Bank (formerly known as The
Chase Manhattan Bank, National Association) as trustee, and the Company's
Floating Rate Subordinated Notes due December 2009 issued under an indenture
dated December 15, 1984 between the Company and The Chase Manhattan Bank
(formerly known as The Chase Manhattan Bank, National Association) as trustee
(all of which notes and debentures shall rank on a parity with the Debt
Securities). For the purposes of the indentures listed in this Section, the Debt
Securities shall not constitute Senior Indebtedness as defined therein.

                  The securing of any Indebtedness for Money Borrowed of the
Company otherwise constituting Indebtedness Ranking on a Parity with the Debt
Securities or Indebtedness Ranking Junior to the Debt Securities, as the case
may be, shall not be deemed to prevent such Indebtedness for Money Borrowed from
constituting Indebtedness Ranking on a Parity with the Debt Securities or
Indebtedness Ranking Junior to the Debt Securities.

                  "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
and, unless the context otherwise requires, shall include the terms of a
particular series of Debt Securities as established pursuant to Section 301.

                  "Indexed Security" means a Debt Security the terms of which
provided that the principal amount thereof payable at Stated Maturity may be
more or less than the principal face amount thereof at original issuance.

                  The term "interest" when used with respect to a Discount
Security which by its terms bears interest only after Maturity means interest
payable after Maturity.

                  "Interest Payment Date" with respect to any Debt Security
means the Stated Maturity of an installment of interest on such Debt Security;
provided, however, that, unless otherwise provided as contemplated by Section
301 with respect to the Debt Securities of any series, if the Company does not
pay any installment of interest on the pertinent Interest Payment Date, the
obligation to make such payment and such Interest Payment Date shall be deferred
until the date upon which a dividend is paid on any class of share capital of
the Company (it being understood for the avoidance of doubt that any such
deferral shall take place only once with respect to any payment of interest).

                  "Maturity" when used with respect to any Debt Security means
the date on which the principal of such Debt Security becomes due and payable as
therein or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, repayment at the option of the Holder thereof
or otherwise; provided, however, that, unless otherwise provided as contemplated
by Section 301 with respect to the Debt Securities of any series, if the Company
does not pay all or any part of the principal at Maturity, the obligation to
make such payment and Maturity shall be deferred until the first Business Day
after the date that falls six months after the original Maturity (it being
understood for the avoidance of doubt that any such deferral shall take place
only once with respect to any payment of principal).

                  "Officers' Certificate" means a certificate signed by the
Chairman, a Vice Chairman, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel to the Company and who shall be satisfactory to the Trustee, that
is delivered to the Trustee.

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

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

                  (ii) Debt Securities or portions thereof 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 Debt
         Securities or from its obligations with respect to which the Company
         shall have been Discharged; provided, however, that if such Debt
         Securities or portions thereof 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; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of Debt Securities Outstanding have performed any Act
hereunder, Debt Securities owned by the Company or any other obligor upon the
Debt Securities or any Affiliate of the Company or of such other obligor shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such Act, only Debt
Securities that the Trustee knows to be so owned shall be so disregarded. Debt
Securities so owned that 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 to act with respect to such Debt Securities and that the pledgee
is not the Company or any other obligor upon the Debt Securities or any
Affiliate of the Company or of such other obligor. In determining whether the
Holders of the requisite principal amount of Outstanding Debt Securities have
performed any Act hereunder, (i) the principal amount of a Discount Security
that shall be deemed to be Outstanding for such purpose 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 (ii) the principal amount of any Indexed Security
that may be counted in making such determination or calculation and that shall
be deemed to be Outstanding for such purpose shall be equal to the principal
face amount of such Indexed Security at original issuance, unless otherwise
provided with respect to such Indexed Security pursuant to Section 301.

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

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

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

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

                  "Redemption Date" means the date fixed for redemption of any
Debt Security pursuant to this Indenture which, in the case of a Floating Rate
Security, unless otherwise specified pursuant to Section 301, shall be an
Interest Payment Date only.

                  "Redemption Price" means, in the case of a Discount Security,
the amount of the principal thereof that would be due and payable as of the
Redemption Date upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502 and, in the case of any other Debt Security, the
principal amount thereof, plus, in each case, premium, if any, and accrued and
unpaid interest, if any, to the Redemption Date.

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

                  "Registered Security" means any Debt Security registered as to
principal, premium, if any, and interest in the Security Register.

                  "Regular Record Date" for the interest payable on the
Registered Securities of any series on any Interest Payment Date means the date
specified for that purpose pursuant to Section 301 for such Interest Payment
Date.

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

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

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

                  "Senior Indebtedness" means all Indebtedness for Money
Borrowed of the Company, whether outstanding on the date or execution of the
Indenture or thereafter created, assumed or incurred, except Indebtedness
Ranking on a Parity with the Debt Securities and any deferrals, renewals or
extensions of such Senior Indebtedness.

                  "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 Debt Security
or any installment of principal thereof or premium thereon or interest thereon
means the date specified in such Debt Security as the date on which the
principal of such Debt Security or such installment of principal, premium or
interest is due and payable.

                  "Subsidiary" means a corporation, limited liability company,
partnership or other entity, at least a majority of the outstanding voting
stock, membership interests or partnership interests, as the case may be, of
which is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries. For the
purposes of this definition, "voting stock" means stock having voting power for
the election of directors, whether at all times or only for so long as no senior
class of stock has such voting power by reason of any contingency.

                  "Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939 as in force at the date as of which this instrument was executed, except
as provided in Section 1105.

                  "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 Debt Securities of any series shall mean the Trustee with respect
to Debt Securities of such series.

                  "U.S. Government Obligations" has the meaning specified in
Section 1402.

                  "United States" means the United States of America (including
the States and the District of Columbia), its territories and its possessions.

                  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 all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

                  (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 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 an Opinion of Counsel, or a
certificate or representations by counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or representations
or Opinion of Counsel with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or representation 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. Notices, etc. to Trustee and Company. Any 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
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if made, given, furnished or filed in writing to or
         with the Trustee at its Corporate Trust Office, 4 Albany Street, 4th
         Floor, New York, New York 10006 ((fax) 212-250-6392); or

                  (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 Indenture or at any
         other address previously furnished in writing to the Trustee by the
         Company.

                  Any such Act or other document shall be in the English
language.

                  SECTION 105. Notice to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event by the Company or the Trustee, such
notice shall be sufficiently given to Registered Holders (unless otherwise
herein expressly provided) if in writing and mailed, first class postage
prepaid, to such Registered Holders as their names and addresses appear in the
Security Register, within the time prescribed; provided, however, that, in any
case, any notice to Holders of Floating Rate Securities regarding the
determination of a periodic rate of interest, if such notice is required
pursuant to Section 301, shall be sufficiently given if given in the manner
specified pursuant to Section 301. In any case where notice to Registered
Holders is given by mail, neither the failure to mail such notice nor any defect
in any notice so mailed to any particular Registered Holder shall affect the
sufficiency of such notice with respect to other Registered Holders, and any
notice that is mailed in the manner herein provided shall be conclusively deemed
to have been received by such Registered Holder, whether or not such Registered
Holder actually receives such notice.

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

                  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 Registered Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance on such waiver.

                  SECTION 106. Conflict with Trust Indenture Act. If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by, or another provision (an "incorporated version") included
in this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust
Indenture Act, such imposed duties or incorporated provision shall control.

                  SECTION 107. 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 108. Successors and Assigns. All covenants and
agreements in this Indenture by the parties hereto shall bind their respective
successors and assigns and inure to the benefit of their permitted successors
and assigns, whether so expressed or not.

                  SECTION 109. Separability Clause. In case any provision in
this Indenture or in the Debt Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                  SECTION 110. Benefits of Indenture. Nothing in this Indenture
or in the Debt Securities, express or implied, shall give to any Person, other
than the parties hereto, any Security Registrar, any Paying Agent, any
Authenticating Agent and their respective successors hereunder, the Holders and
the holders of Senior indebtedness, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

                  SECTION 111. Governing Law. This Indenture and the Debt
Securities shall be deemed to be contracts made and to be performed entirely in
the State of New York, and for all purposes shall be governed by and construed
in accordance with the laws of said State without regard to the conflicts of law
rules of said State.

                  SECTION 112. Legal Holidays. Unless otherwise specified
pursuant to Section 301, in any case where any Interest Payment Date, Redemption
Date or Maturity of any Debt Security of any series shall not be a Business Day
at any Place of Payment for the Debt Securities of that series, then
(notwithstanding any other provision of this Indenture or of the Debt
Securities) payment of principal (and premium, if any) or interest 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 such Interest Payment Date, Redemption Date or Maturity, and no
interest shall accrue on such payment for the period from and after such
Interest Payment Date, Redemption Date or Maturity, as the case may be, to such
Business Day if such payment is made or duly provided for on such Business Day.

                  SECTION 113. No Security Interest Created. Nothing in this
Indenture or in the Debt Securities, express or implied, shall be construed to
constitute a security interest in favor of the Registered Holders under the
Uniform Commercial Code or similar legislation, as now or hereafter enacted and
in effect in any jurisdiction where property of the Company or its Subsidiaries
is or may be located.

                  SECTION 114. Limitation of Individual Liability. No recourse
under or upon any obligation, covenant or agreement contained in this Indenture
or in any Debt Security because of any indebtedness evidenced thereby, or for
any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or any successor corporation, either directly or through
the Company, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or by any legal or equitable
proceeding or otherwise; it being expressly understood that this Indenture and
the obligations issued hereunder are solely corporate obligations, and that no
such personal liability whatever shall attach to, or is or shall be incurred by,
the incorporators, stockholders, officers or directors, as such, of the Company
or any successor corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Debt Security or
implied therefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such incorporator,
stockholder, officer or director, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Debt Security or
implied therefrom, are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
such Debt Security.

                                   ARTICLE II

                               DEBT SECURITY FORMS

                  SECTION 201. Forms Generally. The Debt Securities of each
series shall be substantially in one of the forms established in or pursuant to
a Board Resolution and set forth in an Officers' Certificate, or one or more
indentures supplemental hereto, and shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any securities exchange on which any series of the
Debt Securities may be listed or of any automated quotation system on which any
such series may be quoted, or to conform to usage, all as determined by the
officers executing such Debt Securities as conclusively evidenced by their
execution of such Debt Securities. If the form of a series of Debt Securities is
established in or pursuant to a Board Resolution, a copy of such Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the form of such series.

                  The definitive Debt Securities, if any, of each series shall
be printed, lithographed or engraved or produced by any combination of these
methods on steel engraved borders or may be produced in any other manner,
provided that such manner is permitted by the rules of any securities exchange
on which such series of Debt Securities may be listed or of any automated
quotation system on which such series may be quoted, all as determined by the
officers executing such Debt Securities, as conclusively evidenced by their
execution of such Debt Securities.

                  SECTION 202. Form of Trustee's Certificate of Authentication.
The form of the Trustee's certificate of authentication to be borne by the Debt
Securities shall be substantially as follows:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Debt Securities of the series designated
therein issued under the within-mentioned Indenture.

                                                          BANKERS TRUST COMPANY,
                                                            as Trustee

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

                  SECTION 203. Form of Trustee's Certificate of Authentication
by an Authenticating Agent. If at any time there shall be an Authenticating
Agent appointed with respect to any series of Debt Securities, then the
Trustee's Certificate of Authentication by such Authenticating Agent to be borne
by Debt Securities of each such series shall be substantially as follows:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Debt Securities of the series designated
therein issued under the within-mentioned Indenture.

                                                          BANKERS TRUST COMPANY,
                                                            as Trustee

                                                              By
                                                                ----------------
Authenticating Agent
--------------------
                                                              By
                                                                ----------------
Authorized Signatory
--------------------

                  SECTION 204. Securities Issuable in Global Form. If Debt
Securities of or within a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and
the provisions of Section 302, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
of such series from time to time endorsed thereon and that the aggregate amount
of Outstanding Securities of such series represented thereby may from time to
time be increased or decreased to reflect exchanges. Any endorsement of a Debt
Security in global form to reflect the amount, or any increase or decrease in
the amount, of Outstanding Securities represented thereby shall be made by the
Trustee in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 303 or 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Debt 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 Section 303 shall apply
to any Debt Security represented by a Debt Security in global form if such Debt
Security was never issued and sold by the Company and the Company delivers to
the Trustee the Debt 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 Debt
Securities represented thereby, together with the written statement contemplated
by the last sentence of Section 303.

                  Notwithstanding the provisions of Section 307, unless
otherwise specified as contemplated by Section 301, payment of principal of any
premium and interest on any Debt Security in permanent 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 Company and the Trustee shall treat as the Holder of such principal amount
of Outstanding Securities represented by a permanent global Security in
registered form, the Holder of such permanent global Security in registered
form.

                                   ARTICLE III

                               THE DEBT SECURITIES

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

                  The Debt Securities may be issued in one or more series. There
shall be established in or pursuant to one or more Board Resolutions, and,
subject to Section 303, set forth in an Officers' Certificate, or established in
one or more indentures supplemental hereto, prior to the issuance of Debt
Securities of any series any or all of the following, as applicable:

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

                  (2) the limit, if any, upon the aggregate principal amount of
         the Debt Securities of the series that may be authenticated and
         delivered under this Indenture (except for Debt Securities
         authenticated and delivered upon transfer of, or in exchange for, or in
         lieu of, other Debt Securities of such series pursuant to Section 304,
         305, 306, 1106 or 1307);

                  (3) the dates on which or periods during which the Debt
         Securities of the series may be issued, and the dates on, or the range
         of dates within, which the principal of (and premium, if any, on) the
         Debt Securities of such series are or may be payable;

                  (4) the rate or rates or the method of determination thereof
         at which the Debt 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, in the case
         of Registered Securities, the Regular Record Dates for the interest
         payable on such Interest Payment Dates;

                  (5) the date or dates on which such interest, if any, on the
         Debt Securities of the series will be payable and the Regular Record
         Date, if any, for such Interest Payment Dates or the method by which
         such date or dates will be determined;

                  (6) the places, if any, in addition to or instead of the
         Corporate Trust Office of the Trustee, where (i) the principal of and
         premium, if any, and any interest on the Debt Securities of the series
         will be payable, (ii) Debt Securities of the series may be surrendered
         for registration of transfer, (iii) Debt Securities of the series may
         be surrendered for exchange and (iv) notices to or upon the Company in
         respect of the Debt Securities of the series and this Indenture may be
         served;
                  (7) the periods within which or the dates on which, the prices
         at which and the terms and conditions upon which Debt Securities of the
         series may be redeemed, if any, in whole or in part, at the option of
         the Company or otherwise;

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

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

                  (10) if other than the principal amount, the portion of the
         principal amount (or the method by which such portion will be
         determined) of Debt Securities of the series that will be payable upon
         declaration of acceleration of the Maturity thereof;

                  (11) any index, formula or other method (including a method
         based on changes in the prices of particular securities, currencies,
         intangibles, goods, articles or commodities) used to determine the
         amount of payments of principal of and premium, if any, and any
         interest on the Debt Securities of the series;

                  (12) whether provisions relating to defeasance and covenant
         defeasance will be applicable to such series of Debt Securities of the
         series;

                  (13) any provisions granting special rights to Holders of Debt
         Securities of the series upon the occurrence of specified events;

                  (14) any modifications, deletions or additions to the Defaults
         or covenants of the Corporation with respect to the Debt Securities of
         the series;

                  (15) whether any Debt Securities of the series are issuable
         initially in temporary or permanent global form (with or without
         coupons) and, if so (i) whether (and the circumstances under which)
         beneficial owners of interests in permanent global Debt Securities may
         exchange their interests for Debt Securities of such series and of like
         tenor of any authorized form and denomination, and (ii) the identity of
         any initial depositary for such global Debt Securities;

                  (16) the date as of which any temporary global Debt Security
         will be dated if other than the original issuance date of the first
         Debt Security of that series to be issued;

                  (17) the Person to whom any interest on any Registered Debt
         Securities of the series will be payable, if other than the Registered
         Holder, and the extent to which and manner that any interest payable on
         a temporary global Debt Security will be paid if other than as
         specified in this Indenture;

                  (18) the form and/or terms of certificates, documents or
         conditions, if any, for Debt Securities of the series to be issuable in
         definitive form (whether upon original issue or upon exchange of a
         temporary Debt Security of such Series); and

                  (19) any other terms, conditions, rights and preferences (or
         limitations on such rights and preferences) relating to the series
         (which terms shall not be inconsistent with the requirements of the
         Trust Indenture Act or with the provisions of this Indenture).

                  All Debt Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to such Board Resolution and set forth in such Officers' Certificate
or in any such indenture supplemental hereto. All Debt Securities of any one
series need not be issued at the same time and, unless otherwise provided,
additional Debt Securities of such series may be issued, with identical terms to
those previously issued except for the date of issuance thereof.

                  If any of the terms of a series of Debt Securities are
established in or pursuant to one or more Board Resolutions, a copy of such
Board Resolution shall be delivered to the Trustee at or prior to the delivery
of the Officers' Certificate setting forth the terms of the series.

                  SECTION 302. Denominations. In the absence of any
specification pursuant to Section 301 with respect to Debt Securities of any
series, the Debt Securities of such series shall be issuable only as Registered
Securities in denominations of $1,000 and any integral multiple thereof and
shall be payable only in Dollars.

                  SECTION 303. Execution, Authentication, Delivery and Dating.
(a) The Debt Securities of any series shall be executed on behalf of the Company
by its Chairman, a Vice Chairman, its President or one of its Vice Presidents,
under its corporate seal reproduced thereon and attested by its Secretary or one
of its Assistant Secretaries. The signature of any of these officers may be
manual or facsimile.

                  Debt Securities 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 Debt
Securities or did not hold such offices at the date of such Debt Securities.

                  (b) At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debt Securities of any
series, executed by the Company, to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Debt Securities
and the Trustee in accordance with the Company Order shall authenticate and
deliver such Debt Securities. The Trustee shall be entitled to receive, prior to
the authentication and delivery of the first Debt Securities of such series, the
supplemental indenture or the Board Resolution by or pursuant to which the form
and terms of such Debt Securities have been approved, an Officers' Certificate
stating that all conditions precedent provided for in this Indenture relating to
the issuance of the Debt Securities have been complied with and as to the
absence of any event that is, or after notice or lapse of time or both would
become, a Default and an Opinion of Counsel stating that:

                  (1) all instruments furnished by the Company to the Trustee in
         connection with the authentication and delivery of such Debt Securities
         conform to the requirements of this Indenture and constitute sufficient
         authority hereunder for the Trustee to authenticate and deliver such
         Debt Securities;

                  (2) the forms and terms of such Debt Securities have been
         established in conformity with the provisions of this Indenture;

                  (3) in the event that the forms or terms of such Debt
         Securities have been established in a supplemental indenture, the
         execution and delivery of such supplemental indenture has been duly
         authorized by all necessary corporate action of the Company, such
         supplemental indenture has been duly executed and delivered by the
         Company and, assuming due authorization, execution and delivery by the
         Trustee, is a valid and binding obligation enforceable against the
         Company in accordance with its terms, subject to applicable bankruptcy,
         insolvency and similar laws affecting creditors' rights generally and
         subject, as to enforceability, to general principles of equity
         (regardless of whether enforcement is sought in a proceeding in equity
         or at law) and subject to such other exceptions as counsel shall
         request and as to which the Trustee shall not reasonably object;

                  (4) the execution and delivery of such Debt Securities have
         been duly authorized by all necessary corporate action of the Company
         and such Debt Securities have been duly executed by the Company, and,
         assuming due authentication by the Trustee and delivery by the Company,
         are valid and binding obligations enforceable against the Company in
         accordance with their terms, entitled to the benefit of the Indenture,
         subject to applicable bankruptcy, insolvency and similar laws affecting
         creditors' rights generally and subject, as to enforceability, to
         general principles of equity (regardless of whether enforcement is
         sought in a proceeding in equity or at law) and subject to such other
         exceptions as counsel shall request and as to which the Trustee shall
         not reasonably object; and

                  (5) the amount of Debt Securities Outstanding of such series,
         together with the amount of such Debt Securities, does not exceed any
         limit established under the terms of this Indenture on the amount of
         Debt Securities of such series that may be authenticated and delivered.

                  If all of the Debt Securities of a series are not to be
originally issued at the same time, then the Opinion of Counsel, Officers'
Certificate or other documents required to be delivered pursuant to this Section
303(b) need be delivered only once, prior to the authentication and delivery of
the first Debt Security of such series; provided, however, that any subsequent
request by the Company to the Trustee to authenticate Debt Securities of such
series upon original issuance shall constitute a representation and warranty by
the Company that, as of the date of such request, the statements made in the
Officers' Certificate delivered pursuant to this Section 303(b) shall be true
and correct as if made on such date.

                  (c) If the Company shall establish pursuant to Section 301
that the Debt Securities of a series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee shall, upon receipt by the Trustee of the Company Order authorizing such
authentication, authenticate and deliver one or more Global Securities that (i)
shall represent an aggregate amount equal to the aggregate principal amount of
the Outstanding Debt Securities of such series to be represented by one or more
Global Securities, (ii) shall be registered, if in registered form, in the name
of the Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instruction and (iv) shall bear a legend
substantially to the following effect "Unless and until it is exchanged in whole
or in part for the individual Debt Securities represented hereby, this Global
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."

                  (d) 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 such Depositary, be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, and any other applicable
statute or regulation.

                  (e) The Trustee shall not be required to authenticate any Debt
Securities if the issuance of such Debt Securities pursuant to this Indenture
will adversely affect the Trustee's own rights, duties or immunities under the
Debt Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.

                  (f) Each Debt Security shall be dated the date of its
authentication, except as otherwise provided pursuant to Section 301 with
respect to the Debt Securities of any series.

                  (g) No Debt Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Debt Security a certificate of authentication substantially in one of the
forms provided for herein duly executed by the Trustee or by an Authenticating
Agent by manual signature of one of its authorized officers, and such
certificate upon any Debt Security shall be conclusive evidence, and the only
evidence, that such Debt Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.

                  SECTION 304. Temporary Debt Securities. Pending the
preparation of definitive Debt Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Debt Securities that are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Debt Securities in lieu of which
they are issued, in registered form, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Debt Securities, may determine, as conclusively evidenced by their execution of
such Debt Securities. Any such temporary Debt Security may be in global form,
representing all or a portion of the Outstanding Debt Securities of such series.
Every such temporary Debt Security shall be executed by the Company and shall be
authenticated and delivered by the Trustee or the Authenticating Agent, as the
case may be, upon the same conditions and in substantially the same manner, and
with the same effect, as the definitive Debt Security or Securities in lieu of
which it is issued.

                  If temporary Debt Securities of any series are issued, the
Company will cause definitive Debt Securities of such series to be prepared
without unreasonable delay. After the preparation of definitive Debt Securities
of such series, the temporary Debt Securities of such series shall be
exchangeable for definitive Debt Securities of such series upon surrender of the
temporary Debt Securities of such series at the office or agency of the Company
in a Place of Payment for such series, without charge to the Holder, except as
provided in Section 305 in connection with a transfer, and upon surrender for
cancellation of any one or more temporary Debt Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Debt Securities of the same
series of authorized denominations and of like tenor. Until so exchanged,
temporary Debt Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Debt Securities of such series.

                  Upon any exchange of a portion of a temporary Global Security
for a definitive Global Security or for the individual Debt Securities
represented thereby pursuant to this Section 304 or Section 305, the temporary
Global Security shall be endorsed by the Trustee to reflect the reduction of the
principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount so
exchanged and endorsed.

                  SECTION 305. Registration, Transfer and Exchange. (a) The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register for each series of Registered Securities (the registers maintained in
such office and in any other office or agency of the Company in a Place of
Payment being herein 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 of
transfers and exchanges of Registered Securities and the address at which notice
and demand to or upon the Company in respect of this Indenture and the Debt
Securities may be served by the Holders of Debt Securities. Marine Midland Bank
is hereby appointed "Security Registrar" for the purpose of registering
Registered Securities and registering transfers and exchanges of Registered
Securities as herein provided; provided, however, that the Company may appoint
co-Security Registrars. ___ Such Security Register shall be in written form or
in any other form capable of being converted into written form within a
reasonable period of time. At all reasonable times the Security Register shall
be open for inspection by the Company or the Trustee.

                  Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency of the Company maintained for
such purpose, the Company shall execute, and the Trustee or any Authenticating
Agent shall authenticate and deliver, in the name of the designated transferee,
one or more new Registered Securities of the same series of any authorized
denomination or denominations of like tenor and aggregate principal amount,
bearing a number not contemporaneously Outstanding and containing identical
terms and provisions.

                  Notwithstanding any other provision of this Section, unless
and until it is exchanged in whole or in part for the individual Debt Securities
represented thereby, a Global Security representing all or a portion of the Debt
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.

                  At the option of the Holder, Registered Securities of any
series (other than a Global Security, except as set forth below) may be
exchanged for other Registered Securities of the same series of any authorized
denomination or denominations of like tenor and aggregate principal amount
containing identical terms and conditions, upon surrender of the Registered
Securities to be exchanged at the office or agency of the Company maintained for
such purpose.

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

                  (b) If at any time the Depositary for the Debt Securities of a
series notifies the Company that it is unwilling or unable to continue as
Depositary for the Debt Securities of such series or if at any time the
Depositary for the Debt Securities of such series shall no longer be eligible
under Section 303(d), the Company shall appoint a successor Depositary with
respect to the Debt Securities of such series. If a successor Depositary for the
Debt 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 will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of individual Debt Securities of such series,
will authenticate and deliver, individual Debt Securities of such series in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing Debt Securities of such series in exchange for such
Global Security or Securities.

                  The Company may at any time and in its sole discretion
determine that Debt 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 individual
Debt Securities of such series, will authenticate and deliver, individual Debt
Securities of such series in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing Debt
Securities of 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 Debt Securities, the Depositary for such series of Debt
Securities may surrender a Global Security for such series of Debt Securities in
exchange in whole or in part for individual Debt Securities of such series on
such terms as are acceptable to the Company and such Depositary. Thereupon, the
Company shall execute, and the Trustee shall authenticate and deliver, without
service charge,

                  (i) to each Person specified by such Depositary a new
         individual Debt Security or Securities of the same 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

                  (ii) 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 individual Debt Securities delivered to Holders thereof.

                  In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee will authenticate and
deliver individual Debt Securities in registered form and in authorized
denominations.

                  Upon the exchange of a Global Security for individual Debt
Securities, such Global Security shall be canceled by the Trustee. Individual
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. The
Trustee shall deliver such Registered Securities to the Persons in whose names
such Registered Securities are so registered.

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

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

                  No service charge will be made for any transfer or exchange of
Debt Securities except as provided in Section 304 or 306. The Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration, transfer or
exchange of Debt Securities, other than those expressly provided in this
Indenture to be made at the Company's own expense or without expense or without
charge to the Holders.

                  The Company or the Trustee, as applicable, shall not be
required (i) to register, transfer or exchange Debt Securities of any series
during a period beginning at the opening of business 15 days before the day of
the transmission of a notice of redemption of Debt Securities of such series
selected for redemption under Section 1303 and ending at the close of business
on the day of such transmission, or (ii) to register, transfer or exchange any
Debt Security so selected for redemption in whole or in part, except the
unredeemed portion of any Debt Security being redeemed in part.

                  SECTION 306. Mutilated, Destroyed, Lost and Stolen Debt
Securities. If (i) any mutilated Debt Security is surrendered to the Trustee at
its Corporate Trust Office or (ii) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Debt Security,
and there is delivered to the Company and the Trustee such security or indemnity
as may be required by them to save each of them and any Paying Agent harmless,
and neither the Company nor the Trustee receives notice that such Debt Security
has been acquired by a bona fide purchaser, then the Company shall execute and
upon Company Request the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Debt Security, a new
Debt Security of the same series of like tenor, form, terms and principal
amount, bearing a number not contemporaneously Outstanding.

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

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

                  Every new Debt Security of any series, issued pursuant to this
Section 306 shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Debt Security shall be
at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Debt
Securities 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 Debt
Securities.

                  SECTION 307. Payment of Interest; Interest Rights Preserved.
(a) Interest on any Registered Security that is payable and is punctually paid
or duly provided for on any Interest Payment Date shall be paid to the Person in
whose name such Registered Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
notwithstanding the cancellation of such Registered Security upon any transfer
or exchange subsequent to the Regular Record Date. Payment of interest on
Registered Securities shall be made at the Corporate Trust Office or at the
corporate offices of the Bank in New York City (except as otherwise specified
pursuant to Section 301) or, at the option of the Company, by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register or, if provided pursuant to Section 301 and in accordance with
arrangements satisfactory to the Trustee, at the option of the Registered
Holder, by wire transfer to an account designated by the Registered Holder.

                  (b) Any interest on any Debt Security of any series that is
payable but is not punctually paid or duly provided for on any Interest Payment
Date (herein called "Defaulted Interest") shall, if such Debt Security is a
Registered Security, forthwith cease to be payable to the Registered Holder on
the relevant Regular Record Date by virtue of having been such a Registered
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 such Registered Securities (or
         their respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each such Registered Security 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 the
         Holders of such Registered Securities at their addresses as they appear
         in the Security Register, not less than 10 days prior to such Special
         Record Date. Notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor having been mailed as aforesaid,
         such Defaulted Interest shall be paid to the Persons in whose names
         such Registered Securities (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).

                  (2) The Company may make payment of any Defaulted Interest on
         Registered Securities in any other lawful manner not inconsistent with
         the requirements of any securities exchange on which such Registered
         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.

                  (c) Subject to the foregoing provisions of this Section 307,
each Debt Security delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Debt Security shall carry the rights to
interest accrued and unpaid, and to accrue, that were carried by such other Debt
Security.

                  SECTION 308. Cancellation. Unless otherwise specified pursuant
to Section 301 for Debt Securities of any series, all Debt Securities
surrendered for payment, redemption, transfer or exchange shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Debt Securities previously authenticated and delivered
hereunder that the Company may have acquired in any manner whatsoever, and all
Debt Securities so delivered shall be promptly canceled by the Trustee. No Debt
Securities shall be authenticated in lieu of or in exchange for any Debt
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. All canceled Debt Securities held by the Trustee shall be
returned to the Company. The acquisition of any Debt Securities by the Company
shall not operate as a redemption or satisfaction of the indebtedness
represented thereby unless and until such Debt Securities are surrendered to the
Trustee for cancellation.

                  SECTION 309. Computation of Interest. Except as otherwise
specified pursuant to Section 301 for Debt Securities of any series, interest on
the Debt Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.

                  SECTION 310. 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 Debt Securities
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Debt Securities, and any
such redemption shall not be affected by any defect in or omission of such
numbers.

                  SECTION 311. Persons Deemed Owners. The Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
any 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 Section 307) interest, if any, on, such Registered Security and for
all other purposes whatsoever, whether or not such Registered Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary. All payments made to
any Holder, or upon his order, shall be valid, and, to the extent of the sum or
sums paid, effectual to satisfy and discharge the liability for moneys payable
upon such Debt Security.

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

                  Notwithstanding the foregoing, with respect to any global Debt
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 Debt Security or impair, as between such Depositary and
owners of beneficial interests in such global Debt Security, the operation of
customary practices governing the exercise of the rights of such depositary (or
its nominee) as Holder of such global Debt Security.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

                  SECTION 401. Satisfaction and Discharge of Indenture. This
Indenture, with respect to the Debt Securities of any series (if all series
issued under this Indenture are not to be affected), shall, upon Company Order,
cease to be of further effect (except as to any surviving rights of registration
of transfer or exchange of such Debt Securities herein expressly provided for
and rights to receive payments of principal of (and premium, if any) and
interest on such Debt Securities) and the Trustee, upon receipt of a Company
Order and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

                  (1)  either

                  (A) all Debt Securities of such series theretofore
         authenticated and delivered (other than (i) Debt Securities of such
         series that have been destroyed, lost or stolen and that have been
         replaced or paid as provided in Section 306 and (ii) Debt Securities of
         such series for whose payment money has theretofore been deposited in
         trust or segregated and held in trust by the Company and thereafter
         repaid to the Company or discharged from such trust, as provided in
         Section 1203) have been delivered to the Trustee for cancellation; or

                  (B)  all Debt Securities of such series not theretofore
         delivered to the Trustee for cancellation,

                           (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 (i), (ii) or (iii) above, has
         irrevocably 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 Debt Securities for principal
         (and premium, if any) and interest to the date of such deposit (in the
         case of Debt Securities that have become due and payable) or to the
         Stated Maturity or Redemption Date, as the case may be; provided,
         however, in the event a petition for relief under the Federal
         bankruptcy laws, as now or hereafter constituted, or any other
         applicable Federal or state bankruptcy, insolvency or other similar
         law, is filed with respect to the Company within 91 days after the
         deposit and the Trustee is required to return the moneys then on
         deposit with the Trustee to the Company, the obligations of the Company
         under this Indenture with respect to such Debt Securities shall not be
         deemed terminated or discharged;

                  (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 with respect to such series 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 401, the obligations of the Trustee under Section 402
and the last paragraph of Section 1203 shall survive.

                  SECTION 402. Application of Trust Money. Subject to Section
607 and the provisions of the last paragraph of Section 1203, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Debt Securities 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, or the principal (and premium, if
any) and interest for whose payment such money has been deposited with or
received by the Trustee, except that such money need not be segregated from
other funds except to the extent required by applicable law.

                  SECTION 403. Indemnity. The Company shall pay and indemnify
the Trustee and the Holders of Debt Securities of any series as to which the
Company's obligations under this Indenture have terminated against any tax, fee
or other charge resulting from the deposit of cash in accordance with Section
401 and termination of the Company's obligations under this Indenture with
respect to the Debt Securities of such series.

                  SECTION 404. Subordination Provisions Inapplicable.
Notwithstanding anything contained herein to the contrary, any money that shall
have been deposited by the Company with the Trustee pursuant to Section 401
shall not be subject to the provisions of Article XV of this Indenture
respecting subordination of the Debt Securities; provided, however, that said
provisions respecting subordination shall continue to apply to such money, if
any, that has been returned to the Company or its legal representative pursuant
to an order or judgment of a court or governmental authority but only to the
extent that all obligations of the Company under this Indenture, the Debt
Securities shall be in full force and effect.

                                    ARTICLE V

                                    REMEDIES

                  SECTION 501. Events of Default. "Event of Default" wherever
used herein with respect to Debt Securities of any series means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law, pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body), unless it is inapplicable to a
particular series:

                   (1) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under any applicable federal or state
         bankruptcy, insolvency, reorganization or similar law or (B) a decree
         or order under any applicable federal or state law appointing a
         receiver or similar official of the Bank or of substantially all its
         property, and the continuance in the case of any proceedings under
         clause (A) above of any such decree or order for relief or any such
         other decree or order unstayed and in effect for a period of 60
         consecutive days; or

                   (2) the commencement by the Company of a voluntary case under
         any applicable federal or state bankruptcy, insolvency, reorganization
         or other similar law of any other case or proceeding to be adjudicated
         a bankrupt or insolvent, or the consent by the Company to the entry of
         a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under any applicable federal or state
         bankruptcy, insolvency, reorganization or similar law or to the
         commencement of any bankruptcy or insolvency case or proceeding against
         it, or the filing by the Company of a petition or answer or consent
         seeking reorganization or relief under any applicable federal or state
         law, or the consent by the Company to the filing of such petition or to
         the appointment of or taking possession by a custodian, receiver,
         liquidator, assignee, trustee sequestrator or similar official of the
         Company or of substantially all its property.

                  SECTION 502. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default with respect to Debt 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 Outstanding
Debt Securities of such series may declare the principal amount (or, if any Debt
Securities of such series are Discount Securities or Indexed Securities, such
portion of the principal amount of such Discount Securities as may be specified
in the terms of such Discount Securities or Indexed Securities) of and all
accrued but unpaid interest on all the Debt Securities of such 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) and interest shall become immediately due and
payable. Upon payment of such amounts, all obligations of the Company in respect
of the payment of principal of and interest on the Debt Securities of such
series shall terminate.

                  At any time after such a declaration of acceleration with
respect to Debt 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 V provided, the Holders of a majority in principal
amount of the Outstanding Debt Securities of such 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 installments on all Debt Securities
                  of such series,

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

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue installments of interest on each
                  Debt Security at the rate or rates prescribed therefor in such
                  Debt Securities, 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 Defaults with respect to Debt Securities of such
series have been remedied.

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

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

                  SECTION 503. Defaults; Collection of Indebtedness and Suits
for Enforcement by Trustee. "Default", wherever used herein, means any one of
the following events (whatever the reason for such Default and whether it shall
be voluntary or involuntary or be effected by operation of law pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body) with respect to any series of Debt
Securities under this Indenture:

                  (1)  an Event of Default has occurred with respect to such
         Debt Securities specified in Section 501;

                  (2) the Company fails to pay the principal of (or premium, if
         any, on) any Debt Security of such series at the Maturity thereof and
         such failure is continued for seven days, whether or not such payment
         is prohibited by Article XV hereof; or

                  (3) the Company fails to pay any installment of interest on
         any Debt Security of such series when such interest becomes due and
         payable and such failure is continued for 30 days, whether or not such
         payment is prohibited by Article XV hereof;

provided that if the Company does not pay any installment of interest on the
pertinent Interest Payment Date or all or any part of principal at Maturity, the
obligation to make such payment and such Interest Payment Date or Maturity, as
the case may be, shall be deferred until (i) in the case of a payment of
interest, the date upon which a dividend is paid on any class of share capital
of the Company and (ii) in the case of a payment of principal, the first
Business Day after the date that falls six months after the original Maturity.
Failure by the Company to make any such payment prior to such deferred Interest
Payment Date or Maturity shall not constitute a default by the Company or
otherwise allow any Holder to sue the Company for such payment or to take any
other action. Any payment so deferred shall not be treated as due for any
purpose (including, without limitation, for the purposes of ascertaining whether
or not a Default has occurred) until the deferred Interest Payment Date or
Maturity, as the case may be. Any such deferral shall take place only once with
respect to any payment of interest or principal.

                  The Company covenants that, if a Default shall occur with
respect to the Debt Securities of a particular series, it will, upon demand of
the Trustee, pay to the Trustee, for the benefit of the Holders of such Debt
Securities of such series, the entire amount then due and payable on such Debt
Securities, for the principal (and premium, if any) and interest, if any, and
interest upon the overdue principal (and premium, if any) and, to the extent
that payment of such interest shall be legally enforceable, upon overdue
installments of interest, at the rate or rates prescribed therefor in such Debt
Securities of such series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

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

                  If a Default with respect to Debt Securities 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 Debt Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

                  SECTION 504. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceedings, or any voluntary or involuntary case under the Federal bankruptcy
laws, as now or hereafter constituted, relative to the Company or any other
obligor upon the Debt Securities, of a particular series or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of such Debt Securities shall then be due and payable
as therein expressed or by declaration of acceleration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Debt Securities of such series and to file such other
         papers or documents as may be necessary or advisable in order to have
         the claims of the Trustee (including any claim for the reasonable
         compensation, expenses, disbursements and advances of the Trustee, its
         agents and counsel) and of the Holders of such Debt Securities allowed
         in such judicial proceeding, and

                 (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
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 such 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.

                  Nothing herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Debt
Securities of such series 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
Debt Securities. All rights of action and claims under this Indenture or the
Debt Securities of any series may be prosecuted and enforced by the Trustee
without the possession of any of such Debt Securities or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name, as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Debt
Securities in respect of which such judgment has been recovered.

                  SECTION 506. Application of Money Collected. Any money
collected by the Trustee pursuant to this Article V 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 (and premium, if any) or
interest, upon presentation of the Debt Securities of any series in respect of
which money has been collected and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

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

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

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

                  SECTION 507. Limitation on Suits. No Holder of any Debt
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) such Holder has previously given written notice to the
         Trustee of a continuing Default with respect to such series;

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other such
Holders or of the Holders of Outstanding Debt Securities of any other series, 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.
For the protection and enforcement of the provisions of this Section 507, each
and every Holder of Debt Securities of any series and the Trustee for such
series shall be entitled to such relief as can be given at law or in equity.

                  SECTION 508. Unconditional Right of Holders to Receive
Principal, Premium and Interest. Subject only to the provisions of Article XV,
the Holder of any Debt Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 307) interest on the respective Stated Maturity or
Maturities expressed in such Debt Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such
payment and interest thereon, and such right 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 the Company, the Trustee and the
Holders shall, subject to any determination in such proceeding, 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. Right and Remedies Cumulative. Except as
otherwise expressly provided elsewhere in this Indenture, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

                  SECTION 511. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or any acquiescence therein.
Every right and remedy given by this Indenture 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 Debt 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 Debt Securities of such
series; provided that:

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

                  (2) subject to the provisions of Section 601, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall, by a Responsible Officer or Responsible
         Officers of the Trustee, determine that the proceeding so directed
         might result in personal liability or would be unjustly prejudicial to
         the Holders of Debt Securities of such series not joining in any such
         direction; and

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

                  SECTION 513. Waiver of Past Defaults. The Holders of not less
than a majority in principal amount of the Outstanding Debt Securities of any
series may on behalf of the Holders of all the Debt Securities of any 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 on any Debt Security of such series, or

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

                  Upon any such waiver, such default shall cease to exist, and
any Default arising therefrom shall be deemed to have been cured, for every
purpose of the Debt Securities of such series under 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. All parties to this
Indenture agree, and each Holder of any Debt Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant, but the provisions of this
Section 514 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder or group of Holders holding in the aggregate more than
10% in principal amount of the Outstanding Debt Securities of any series, or to
any suit instituted by any Holder of a Debt Security for the enforcement of the
payment of the principal of (or premium, if any) or interest on such Debt
Security on or after the respective Stated Maturity or Maturities expressed in
such Debt Security (or, in the case of redemption, on or after the Redemption
Date).

                  SECTION 515. Waiver of Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                   ARTICLE VI

                                   THE TRUSTEE

                  SECTION 601. Certain Duties and Responsibilities. (a) With
respect to Debt Securities of any series, except during the continuance of an
Event of Default or Default with respect to the Debt Securities of such series,

                           (1) the Trustee undertakes to perform such duties and
         only such duties as are specifically set forth in this Indenture, and
         no implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                           (2) in the absence of bad faith on its part, the
         Trustee may conclusively rely, as to the truth of the statements and
         the correctness of the opinions expressed therein, upon an Officers'
         Certificate or Opinion of Counsel or any other certificates or opinions
         furnished to the Trustee and conforming to the requirements of this
         Indenture; but in the case of any Officers' Certificate or Opinion of
         Counsel or any other such certificates or opinions which by any
         provisions hereof are specifically required to be furnished to the
         Trustee, the Trustee shall be under a duty to examine the same to
         determine whether or not they conform to the requirements of this
         Indenture.

                  (b) In case a Default with respect to Debt Securities of any
series has occurred and is continuing, the Trustee shall, with respect to the
Debt Securities of such series, exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

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

                           (1) this subsection shall not be construed to limit
         the effect of subsection (a) of this Section;

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

                           (3) the Trustee shall not be liable with respect to
         any action taken, suffered or omitted to be taken by it, with respect
         to Debt Securities of any series, in good faith in accordance with the
         direction of the Holders of a majority in principal amount of the
         Outstanding Debt Securities of such series relating to the time, method
         and place of conducting any proceeding for any remedy available to the
         Trustee, or exercising any trust or power conferred upon the Trustee
         under this Indenture with respect to the Debt Securities of any such
         series; and

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

                  (d) 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 601.

                  SECTION 602. Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to Debt Securities of any
series, the Trustee shall by the pertinent methods provided in Section 105 give
notice to all Holders of Debt Securities of such series of each default
hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of default in the payment of
the principal of (or premium, if any) or interest on any Debt Security of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interest of the Holders of Debt
Securities of such series; provided further that in the case of any default of
the character specified in Section 501(1)(A) with respect to Debt Securities of
such series no such notice to Holders shall be given until at least 60 days
after the occurrence thereof and provided further that the Trustee shall not be
deemed to have knowledge of an Event of Default unless either (A) a Responsible
Officer of the Trustee assigned to the Trustee's Corporate Trust Administration
Department shall have actual knowledge of such Event of Default or (B) the
Trustee shall have received written notice thereof from the Company or from any
Holder. For the purpose of this Section, the term "default" means any event that
is, or after notice or lapse of time or both would become, a Default with
respect to Debt Securities of such series.

                  SECTION 603. Certain Rights of Trustee. Except as otherwise
provided in 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, coupon or other paper or document
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties;

                  (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 shall be sufficiently
         evidenced by a Board Resolution;

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

                  (d) the Trustee may consult with counsel 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 of Debt Securities of any series
         pursuant to this Indenture, unless such Holders shall have offered to
         the Trustee security or indemnity satisfactory to the Trustee, in its
         reasonable discretion, against the costs, expenses and liabilities that
         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, coupon or other paper or
         document, but the Trustee, in its discretion, may make such further
         inquiry or investigation into such facts or matters as it may see fit,
         and, if the Trustee shall determine to make such further inquiry or
         investigation, it shall be entitled to examine the books, records and
         premises of the Company, personally or by agent or attorney;

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

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

                  SECTION 604. Not Responsible for Recitals or Issuance of Debt
Securities. The recitals contained herein and in the Debt Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture, of the Debt Securities of any series or to any prospectus relating to
the series of Debt Securities. The Trustee shall not be accountable for the use
or application by the Company of any Debt Securities or the proceeds thereof.

                  SECTION 605. May Hold Debt Securities. The Trustee, any Paying
Agent, the Security Registrar or any other agent of the Company or the Trustee,
in its individual or any other capacity, may become the owner or pledgee of Debt
Securities, and, subject to Sections 310(a)(5), 310(b) and 311 of the Trust
Indenture Act, 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 (except the Company) in trust hereunder need not be segregated
from other funds except to the extent required by law. Neither the Trustee nor
any Paying Agent shall be under any liability for interest on any money received
by it hereunder except as otherwise agreed with the Company.

                  SECTION 607. Compensation and Reimbursement. The Company
agrees

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

                  (2) to reimburse the Trustee in Dollars 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 in Dollars the Trustee for, and to hold it
         harmless against, any loss, liability or expense incurred without
         negligence or bad faith on its part, arising out of or in connection
         with the acceptance or administration of this trust or performance of
         its duties 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.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Sections 501(1) and 501(2), 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 laws.

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

                  The obligations of the Company under this Section 607 to
compensate and indemnify the Trustee for expenses, disbursements and advances
shall constitute additional indebtedness under this Indenture and shall survive
the satisfaction and discharge of this Indenture.

                  SECTION 608. Disqualification, Conflicting Interests. (a) The
Trustee shall comply with TIA ss. 310(b); provided, however, that there shall be
excluded from the operation of TIA ss. 310(b)(1) any indenture Or indentures
under which other securities or certificates of interest or participation in
other securities of the Company are outstanding if the requirements for such
exclusion set forth in TIA ss. 310(b)(1) are met.

                  (b) If Section 310(b) of the Trust Indenture Act is amended at
any time after the date of this Indenture to change the circumstances under
which a Trustee shall be deemed to have a conflicting interest with respect to
the Debt Securities of any series or to change any of the definitions in
connection therewith, this Section 608 shall be automatically amended to
incorporate such changes.

                  SECTION 609. Corporate Trustee Required, Eligibility. There
shall at all times be a Trustee hereunder that shall be a corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by Federal or State authority
and having its Corporate Trust Office or an agency in New York, New York;
provided, however, that if Section 310(a) of the Trust Indenture Act or the
rules and regulations of the Commission under the Trust Indenture Act at any
time permit a corporation organized and doing business under the laws of any
other jurisdiction to serve as trustee of an indenture qualified under the Trust
Indenture Act, this Section 609 shall be automatically amended to permit a
corporation organized and doing business under the laws of any such other
jurisdiction to serve as Trustee hereunder. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. The Trustee shall comply with Section
310(a)(5) of the Trust Indenture Act. 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 under Section 611.

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

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

                  (d)  If at any time:

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

                           (2) the Trustee shall cease to be eligible under
         Section 609 with respect to the Debt Securities of any series and shall
         fail to resign after written request therefor by the Company or by any
         Holder who has been a bona fide Holder of a Debt Security of such
         series for at least six months, or

                           (3) the Trustee shall become incapable of acting or a
         decree or order for relief by a court having jurisdiction in the
         premises shall have been entered in respect of the Trustee in an
         involuntary case under the Federal bankruptcy laws, as now or hereafter
         constituted, or any other applicable Federal or State bankruptcy,
         insolvency or similar law; or a decree or order by a court having
         jurisdiction in the premises shall have been entered for the
         appointment of a receiver, custodian, liquidator, assignee, trustee,
         sequestrator (or other similar official) of the Trustee or of its
         property or affairs, or any public officer shall take charge or control
         of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation, winding up or liquidation, or

                           (4) the Trustee shall commence a voluntary case under
         the Federal bankruptcy laws, as now or hereafter constituted, or any
         other applicable Federal or State bankruptcy, insolvency or similar law
         or shall consent to the appointment of or taking possession by a
         receiver, custodian, liquidator, assignee, trustee, sequestrator (or
         other similar official) of the Trustee or its property or affairs, or
         shall make an assignment for the benefit of creditors, or shall admit
         in writing its inability to pay its debts generally as they become due,
         or shall take corporate action in furtherance of any such action,

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

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Debt Securities of one or more series, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Debt Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Debt Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Debt Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Debt
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Debt Securities of such series delivered
to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment, become the successor
Trustee with respect to the Debt Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Debt Securities of any series shall have been so
appointed by the Company or the Holders of such series and accepted appointment
in the manner hereinafter provided, any Holder who has been a bona fide Holder
of a Debt Security of such series for at least six months may, subject to
Section 514, 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 Debt Securities of such series.

                  (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Debt Securities of any series and
each appointment of a successor Trustee with respect to the Debt Securities of
any series in the manner and to the extent provided in Section 105 to the
Holders of Debt Securities of such series. Each notice shall include the name of
the successor Trustee with respect to the Debt Securities of such series and the
address of its Corporate Trust Office.

                  SECTION 611. Acceptance of Appointment by Successor. (a) In
the case of an appointment hereunder of a successor Trustee with respect to all
Debt Securities, each 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 request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee, and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 607.

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

                  (c) Upon request of any such successor Trustee, the Company
shall execute any 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 of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Debt Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Debt Securities so authenticated
with the same effect as if such successor Trustee had itself authenticated such
Debt Securities. In case any Debt Securities shall not have been authenticated
by such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Debt Securities, in either its own name or that of its predecessor
Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.

                  SECTION 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 Debt Securities of a series), the Trustee shall
be subject to 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. As long as
any Debt Securities of a series remain Outstanding, the Trustee may, by an
instrument in writing, appoint an authenticating agent (the "Authenticating
Agent") which shall be authorized to act on behalf of the Trustee to
authenticate Debt Securities of such series issued upon exchange, registration
of transfer, partial redemption or pursuant to Section 306. Debt Securities of
each such series authenticated by such Authenticating Agent shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by such Trustee. Wherever reference is made in this
Indenture to the authentication and delivery of Debt Securities of any series by
the Trustee for such series or to the Trustee's Certificate of Authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee for such series by an Authenticating Agent for such series and a
Certificate of Authentication executed on behalf of such Trustee by such
Authenticating Agent Such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States of
America or of any State, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $10,000,000
(determined as provided in Section 609 with respect to the Trustee) and subject
to supervision or examination by Federal or State authority.

                  Any corporation into which any 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 any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business or corporate trust business of any Authenticating
Agent, shall continue to be the Authenticating Agent with respect to all series
of Debt Securities for which it served as Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
for such series or such Authenticating Agent. Any Authenticating Agent may at
any time, and if it shall cease to be eligible shall, resign by giving written
notice of resignation to the applicable Trustee and to the Company.

                  Upon receiving such a notice of resignation, or in case at any
time any Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 614 with respect to one or more of all series of Debt
Securities, the Trustee for such series shall upon Company Request appoint a
successor Authenticating Agent, and the Company shall provide notice of such
appointment to all Holders of Debt Securities of such series in the manner and
to the extent provided in Section 105. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. The Company agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation including reimbursement of its reasonable expenses for its
services. The Authenticating Agent for the Debt Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee for such series.

<PAGE>

                                   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 with
respect to Registered Securities of each series for which it acts as Trustee:

                  (a) semiannually, not later than 15 days after the Regular
         Record Date for interest for each series of Debt Securities, of each
         year, a list, in such form as the Trustee may reasonably require, of
         the names and addresses of the Registered Holders as of the Regular
         Record Date, respectively; and

                  (b) 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;

provided, however, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

                  SECTION 702. Preservation of Information; Communication to
Holders. (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of Holders contained
in the most recent list furnished to the Trustee as provided in Section 701,
received by it in the capacity of Paying Agent or Security Registrar (if so
acting) hereunder, and filed with it within the two preceding years pursuant to
Section 704(2).

                  The Trustee may destroy any list furnished to it as provided
in Section 701 upon receipt of a new list so furnished, destroy any information
received by it as Paying Agent or Security Registrar (if so acting) hereunder
upon delivering to itself as Trustee, not earlier than 45 days after an Interest
Payment Date, a list containing the names and addresses of the Holders obtained
from such information since the delivery of the next previous list, if any,
destroy any list delivered to itself as Trustee which was compiled from
information received by it as Paying Agent or Security Registrar (if so acting)
hereunder upon the receipt of a new list so delivered, and destroy not earlier
than two years after filing, any information filed with it pursuant to Section
704(2).

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

                  (i) afford such applicants access to the information preserved
         at the time by the Trustee in accordance with Section 702(a), or

                 (ii) inform such applicants as to the approximate number of
         Holders of Debt Securities of such series or of all Debt Securities, as
         the case may be, whose names and addresses appear in the information
         preserved at the time by the Trustee in accordance with Section 702(a),
         and as to the approximate cost of mailing to such Holders the form of
         proxy or other communication, specified in such application.

                  If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon written request of such
applicants, mail to the Holders of Debt Securities of such series or all
Holders, as the case may be, whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 702(a), a copy
of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
of Debt Securities of such series or all Holders, as the case may be, or would
be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

                  (c) Every Holder of Debt Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any Paying Agent 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 702(b), 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 702(b).

                  SECTION 703. Reports by Trustee. (a) The Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under
this Indenture as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto. If required by Section 313(a)
of the Trust Indenture Act, the Trustee shall, within sixty days after each May
15 following the date of this Indenture deliver to Holders a brief report, dated
as of such May 15, which complies with the provisions of such Section 313(a).

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

                  SECTION 704.  Reports by Company.  The Company will:

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

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

                  (3) transmit to all Holders of Debt Securities, in the manner
         and to the extent provided in Section 703, within 30 days after the
         filing thereof with the Trustee, such summaries of any information,
         documents and reports required to be filed by the Company pursuant to
         paragraphs (1) and (2) of this Section 704 as may be required by rules
         and regulations prescribed from time to time by the Commission.

                                  ARTICLE VIII

                             CONCERNING THE HOLDERS

                  SECTION 801. Acts of Holders. 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 an agent or proxy duly appointed in writing, and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the 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. Whenever
in this Indenture it is provided that the Holders of a specified percentage in
aggregate principal amount of the Outstanding Debt Securities of any series may
take any Act, the fact that the Holders of such specified percentage have joined
therein may be evidenced (a) by the instrument or instruments executed by
Holders in person or by agent or proxy appointed in writing, or (b) by the
record of Holders voting in favor thereof at any meeting of such Holders duly
called and held in accordance with the provisions of Article IX, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Holders.

                  SECTION 802. Proof of Ownership; Proof of Execution of
Instruments by Holders. The ownership of Registered Securities of any series
shall be proved by the Security Register for such series or by a certificate of
the Security Registrar for such series.

                  Subject to the provisions of Sections 601, 603 and 905, proof
of the execution of a writing appointing an agent or proxy and of the execution
of any instrument by a Holder or his agent or proxy shall be sufficient and
conclusive in favor of the Trustee and the Company if made in the following
manner:

                  The fact and date of the execution by any such person of any
instrument may be proved by the certificate of any notary public or other
officer authorized to take acknowledgment of deeds, that the person executing
such instrument acknowledged to him the execution thereof, or by an affidavit of
a witness to such execution sworn to before any such notary or other such
officer. Where such execution is by an officer of a corporation or association
or a member of a partnership on behalf of such corporation, association or
partnership, as the case may be, or by any other person acting in a
representative capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

                  The record of any Holders' meeting shall be proved in the
manner provided in Section 906.

                  The Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section so long as the request
is a reasonable one.

                  If the Company shall solicit from the Holders of Debt
Securities of any series any Act, the Company may, at its option, by Board
Resolution, fix in advance a record date for the determination of Holders of
Registered Securities entitled to take such Act, but the Company shall have no
obligation to do so. Such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed.

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

                  SECTION 803. Revocation of Consents; Future Holders Bound. At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 801, of the taking of any Act by the Holders of the percentage in
aggregate principal amount of the Outstanding Debt Securities specified in this
Indenture in connection with such Act, any Holder of a Debt Security the number,
letter or other distinguishing symbol of which is shown by the evidence to be
included in the Debt Securities the Holders of which have consented to such Act
may, by filing written notice with the Trustee at the Corporate Trust Office and
upon proof of ownership as provided in Section 802, revoke such Act so far as it
concerns such Debt Security. Except as aforesaid, any such Act taken by the
Holder of any Debt Security shall be conclusive and binding upon such Holder and
upon all future Holders of such Debt Security and of any Debt Securities issued
on transfer or in lieu thereof or in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon such
Debt Security or such other Debt Securities.

                                   ARTICLE IX

                                HOLDERS' MEETINGS

                  SECTION 901. Purposes of Meetings. A meeting of Holders of any
or all series may be called at any time and from time to time pursuant to the
provisions of this Article IX for any of the following purposes:

                  (1) to give any notice to the Company or to the Trustee for
         such series, or to give any directions to the Trustee for such series,
         or to consent to the waiving of any default hereunder and its
         consequences, or to take any other action authorized to be taken by
         Holders pursuant to any of the provisions of Article V;

                  (2)  to remove the Trustee for such series and appoint a
         successor Trustee pursuant to the provisions of Article VI;

                  (3)  to consent to the execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 1102; or

                  (4) to take any other action authorized to be taken by or on
         behalf of the Holders of any specified aggregate principal amount of
         the Outstanding Debt Securities of any one or more or all series, as
         the case may be, under any other provision of this Indenture or under
         applicable law.

                  SECTION 902. Call of Meetings by Trustee. The Trustee for any
series may at any time call a meeting of Holders of such series to take any
action specified in Section 901, to be held at such time or times and at such
place or places as the Trustee for such series shall determine. Notice of every
meeting of the Holders of any series, setting forth the time and place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given to Holders of such series in the manner and to the extent
provided in Section 105. Such notice shall be given not less than 20 days or
more than 90 days prior to the date fixed for the meeting.

                  SECTION 903. Call of Meetings by Company or Holders. In case
at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in aggregate principal amount of the Outstanding Debt Securities of a
series or of all series, as the case may be, shall have requested the Trustee
for such series to call a meeting of Holders of any or all such series by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have given the notice of such
meeting within 20 days after the receipt of such request, then the Company or
such Holders may determine the time or times and the place or places for such
meetings and may call such meetings to take any action authorized in Section
901, by giving notice thereof as provided in Section 902.

                  SECTION 904. Qualifications for Voting. To be entitled to vote
at any meeting of Holders of any series a Person shall be (a) a Holder of a Debt
Security of the series with respect to which such meeting is being held or (b) a
Person appointed by an instrument in writing as agent or proxy by such Holder.
The only Persons who shall be entitled to be present or to speak at any meeting
of Holders shall be the Persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee for the series with respect to
which such meeting is being held and its counsel and any representatives of the
Company and its counsel.

                  SECTION 905. Regulations. Notwithstanding any other provisions
of this Indenture, the Trustee for any series may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Debt
Securities of such series, in regard to proof of the holding of Debt 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.

                  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 such series as provided in Section 903, in which
case the Company or the Holders 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 a majority vote of the
meeting.

                  Subject to the provisos in the definition of "Outstanding," at
any meeting each Holder of a Debt Security of the series with respect to which
such meeting is being held or proxy therefor shall be entitled to vote in such
manner so that whether the specified percentage required for any Act has been
voted may be calculated by the inspectors; provided, however, that no vote shall
be cast or counted at any meeting in respect of any Debt Security challenged as
not Outstanding and ruled by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote other than by virtue of
Outstanding Debt Securities of such series held by him or instruments in writing
duly designating him as the person to vote on behalf of Holders of Debt
Securities of such series. Any meeting of Holders with respect to which a
meeting was duly called pursuant to the provisions of Section 902 or 903 may be
adjourned from time to time by a majority of such Holders present and the
meeting may be held as so adjourned without further notice.

                  SECTION 906. Voting. The vote upon any resolution submitted to
any meeting of Holders with respect to which such meeting is being held shall be
by written ballots on which shall be subscribed the signatures of such Holders
or of their representatives by proxy and the serial number or numbers of the
Debt Securities 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 in duplicate of the proceedings of each
meeting of Holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was transmitted as provided in Section 902. The record
shall show the serial numbers of the Debt Securities voting in favor of or
against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee.

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                  SECTION 907. No Delay of Rights by Meeting. Nothing in this
Article IX contained shall be deemed or construed to authorize or permit, by
reason of any call of a meeting of Holders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to any Holder
under any of the provisions of the Indenture or of the Debt Securities of any
series.

                                    ARTICLE X

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 1001. 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 (the "successor corporation") shall be a
         corporation organized and existing under the laws of the United States
         or any political subdivision thereof and shall expressly assume, by an
         indenture supplemental hereto, executed and delivered to the Trustee,
         in form satisfactory to the Trustee, the due and punctual payment of
         the principal of (and premium, if any) and interest on all the Debt
         Securities and the performance of every covenant of this Indenture on
         the part of the Company to be performed or observed;

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

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

                  SECTION 1002. Successor Corporation Substituted. Upon any
consolidation with or merger 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 1001, 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, except in the case of a lease, the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Debt Securities.

                  SECTION 1003. Opinion of Counsel. The Trustee shall be
entitled to receive and, subject to Sections 601 and 603, shall be protected in
relying upon an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance or lease and any such assumption
complies with the provisions of this Article X.

                                   ARTICLE XI

                             SUPPLEMENTAL INDENTURES

                  SECTION 1101. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holders, the Company, when authorized by 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 such successor of the covenants of the
         Company herein and in the Debt Securities contained; or

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

                  (3) to add any additional Defaults or Events of Default (and,
         if such Defaults or Events of Default are to be applicable to less than
         all series of Debt Securities, stating that such Events of Default are
         expressly being included solely to be applicable to such series); or

                  (4) to change or eliminate any restrictions on the payment of
         principal of (or premium, if any, on) Registered Securities, provided
         that any such action shall not adversely affect the interests of the
         Holders of Debt Securities of any series in any material respect, or to
         permit or facilitate the issuance of Debt Securities of any series in
         uncertificated form; or

                  (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 Outstanding Debt Security of any series
         created prior to the execution of such supplemental indenture that is
         entitled to the benefit of such provision and as to which such
         supplemental indenture would apply; or

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

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

                  (8) to evidence any changes to Section 608 or 609 permitted by
         the terms thereof; or

                  (9) to add to or change or eliminate any provision of this
         Indenture as shall be necessary or desirable in accordance with any
         amendments to the Trust Indenture Act, provided such action shall not
         adversely affect the interests of the Holders of the Debt Securities of
         any series in any material respect; or

                  (10) to cure any ambiguity, to correct or supplement any
         provision herein that 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 that shall not be
         inconsistent with any provision of this Indenture, provided such other
         provisions shall not adversely affect the interests of the Holders of
         Outstanding Debt Securities of any series created prior to the
         execution of such supplemental indenture in any material respect.

                  SECTION 1102. Supplemental Indentures With Consent of Holders.
With the consent of the Holders of not less than 66 2/3% in principal amount of
the Outstanding Debt Securities of each series affected by such supplemental
indenture voting separately, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture of such Debt Securities; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Debt Security of each such series affected thereby,

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Debt Security, or
         reduce the principal amount thereof or the rate or amount of interest
         thereon or any premium payable upon redemption thereof, or reduce the
         amount of the principal of a Discount Security that would be due and
         payable upon a declaration of acceleration of the Maturity thereof
         pursuant to Section 502 or the amount provable in bankruptcy pursuant
         to Section 504, or adversely affect any right of repayment at the
         option of any Holder of any Debt Security, or change any Place of
         Payment where, or the currency in which, any Debt Security or any
         premium or the interest thereon is payable, or impair the right to
         institute suit for the enforcement of any payment on or after the
         Stated Maturity thereof (or, in the case of redemption or repayment at
         the option of the Holder, on or after the Redemption Date or Repayment
         Date, as the case may be); or

                  (2) reduce the percentage in principal amount of the
         Outstanding Debt Securities of any series, the consent of whose Holders
         is required for any 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; or

                  (3) modify any of the provisions of this Section 1102, Section
         513 or Section 1205, except to increase any such percentage or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Debt Security affected thereby; provided, however, that
         this clause shall not be deemed to require the consent of any Holder
         with respect to changes in the references to "the Trustee" and
         concomitant changes in this Section 1102 and Section 1205, or the
         deletion of this proviso, in accordance with the requirements of
         Sections 611 and 1101(7).

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

                  A supplemental indenture that changes or eliminates any
covenant or other provision of this Indenture with respect to one or more
particular series of Debt Securities, or that modifies the rights of the Holders
of Debt 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 Debt Securities of any other series.

                  SECTION 1103. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article XI or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, 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 that adversely affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise in a material
way.

                  SECTION 1104. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article XI, this Indenture
shall be modified in accordance therewith, and such supplemental indenture shall
form a part of this Indenture for all purposes; and every Holder of Debt
Securities theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby.

                  SECTION 1105. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article XI shall conform to the
requirements of the Trust Indenture Act as then in effect.

                  SECTION 1106. Reference in Debt Securities to Supplemental
Indentures. Debt Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article XI may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Debt Securities of any series so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Debt
Securities of such series.

                  SECTION 1107. Subordination Unimpaired. No supplemental
indenture entered into under this Article XI shall modify, directly or
indirectly, the provisions of Article XV or the definition of Senior
Indebtedness in Section 101 in any manner that might alter or impair the
subordination of the Debt Securities with respect to Senior Indebtedness then
outstanding unless each holder of such Senior Indebtedness has consented thereto
in writing.

                  SECTION 1108. Notice of Supplemental Indenture. Promptly after
the execution by the Company and the Trustee of any supplemental indenture
pursuant to Section 1102, the Company shall transmit to the Holders of Debt
Securities of any series affected thereby a notice setting forth the substance
of such supplemental indenture.

                                   ARTICLE XII

                                    COVENANTS

                  SECTION 1201. Payment of Principal, Premium and Interest. The
Company covenants and agrees for the benefit of each series of Debt Securities,
that it will duly and punctually pay the principal of (and premium, if any) and
interest on the Debt Securities in accordance with the terms of the Debt
Securities and this Indenture.

                  SECTION 1202. Maintenance of Office or Agency. The Company
will maintain in each Place of Payment for any series of Debt Securities, an
office or agency where Debt Securities of such series may be presented or
surrendered for payment, where Debt Securities of such series may be surrendered
for transfer or exchange and where notices and demands to or upon the Company in
respect of the Debt Securities of such series and this Indenture may be served.
The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
presentations, surrenders, notices and demands.

                  The Company may also from time to time designate different or
additional offices or agencies to be maintained for such purposes (in or outside
of such Place of Payment), and may from time to time rescind any such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligations described in the preceding
paragraph. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency.

                  SECTION 1203. Money for Debt Securities; Payments To Be Held
in Trust. If the Company shall at any time act as its own Paying Agent with
respect to any series of Debt Securities, it will, on or before each due date of
the principal of (and premium, if any) or interest on any of the Debt Securities
of such 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 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 with
respect to any series of Debt Securities it will, prior to each due date of the
principal (and premium, if any) or interest on any Debt Securities of such
series, deposit with any such Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled thereto, and (unless any such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

                  The Company will cause each Paying Agent with respect to any
series of Debt 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 1203, that such Paying Agent will:

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

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Debt Securities of such series) in the
         making of any payment of principal of (and premium, if any) or interest
         on the Debt Securities of such series; and

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

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent, and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such 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 on any Debt 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 upon Company Request, or
(if then held by the Company) shall be discharged from such trust, and the
Holder of such Debt Security 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; provided, however, that the
Trustee or such Paying Agent before being required to make any such repayment,
may at the expense of the Company cause to be transmitted in the manner and to
the extent provided by Section 105, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such notification, any unclaimed balance of such money then
remaining will be repaid to the Company.

                  SECTION 1204. Officers' Certificate as to Default. The Company
will deliver to the Trustee, on or before a date not more than four months after
the end of each fiscal year of the Company (which on the date hereof is the
calendar year) ending after the date hereof, an Officers' Certificate (one of
the signers of which shall be the principal executive, principal financial or
principal accounting officer of the Company), stating whether or not to the best
knowledge of the signers thereof the Company is in default in the performance
and observation of any of the terms, provisions and conditions of this
Indenture, and, if the Company shall be in default, specifying all such defaults
and the nature thereof of which they may have knowledge. Such compliance shall
be determined without regard to periods of grace or notice requirements.

                  SECTION 1205. Waiver of Certain Covenants. The Company may
omit in any particular instance to comply, if so provided pursuant to Section
301, with any covenant specified pursuant to Section 301 with respect to the
Debt Securities of any series if, before the time for such compliance, the
Holders of at least 66 2/3% in principal amount of the Outstanding Debt
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant,
but no such waiver shall extend to or affect such covenant except to the extent
so expressly waived and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant shall remain in full force and effect.

                                  ARTICLE XIII

                          REDEMPTION OF DEBT SECURITIES

                  SECTION 1301. Applicability of Article. Debt Securities of any
series that are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified pursuant to
Section 301 for Debt Securities of any series) in accordance with this Article
XIII.

                  SECTION 1302. Election to Redeem; Notice to Trustee.
Redemption of amounts owed under the Debt Securities is subject to the prior
written approval of the Board of Governors and the Bank of England. The election
of the Company to redeem any Debt Securities shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less
than all of the Debt Securities of any series pursuant to Section 1303, the
Company shall, at least 60 days prior to the giving of notice of redemption in
Section 1304 by the Company (unless a shorter period shall be satisfactory to
the Trustee), notify the Trustee of such Redemption Date and of the principal
amount of Debt Securities of such series to be redeemed. In case of any
redemption at the election of the Company of all of the Debt Securities of any
series, the Company shall, at least 45 days prior to the giving of notice of
redemption in Section 1304 fixed by the Company (unless a shorter period shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date. In
the case of any redemption of Debt Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Debt Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restrictions.

                  SECTION 1303. Selection by Trustee of Debt Securities To Be
Redeemed. If less than all the Debt Securities of any series are to be redeemed
at the option of the Company, the particular Debt Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Debt Securities 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 Debt Securities of such series
or any integral multiple thereof) of the principal amount of Debt Securities of
such series in a denomination larger than the minimum authorized denomination
for Debt Securities of such series. In any case where more than one Registered
Security of such series is 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 Registered Security of such series.

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

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

                  SECTION 1304. Notice of Redemption. Notice of redemption 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, not less than 30 days and not more than 60
days prior to the Redemption Date, to the Holders of Debt Securities of any
series to be redeemed in whole or in part pursuant to this Article XIII, in the
manner provided in Section 105. Any notice so given shall be conclusively
presumed to have been duly given, whether or not the Holder receives such
notice. Failure to give such notice, or any defect in such notice to the Holder
of any Debt Security of a series designated for redemption, in whole or in part,
shall not affect the sufficiency of any notice of redemption with respect to the
Holder of any other Debt Security of such series.

                  All notices of redemption shall identify the Debt Securities
to be redeemed (including CUSIP numbers) and shall state:

                  (1)  the Redemption Date,

                  (2)  the Redemption Price,

                  (3) that Debt Securities of such series are being redeemed by
         the Company pursuant to provisions contained in this Indenture or the
         terms of the Debt Securities of such series or a supplemental indenture
         establishing such series, if such be the case, together with a brief
         statement of the facts permitting such redemption,

                  (4) if less than all Outstanding Debt Securities of any series
         are to be redeemed, the identification (and, in the case of partial
         redemption, the principal amounts) of the particular Debt Securities to
         be redeemed,

                  (5) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Debt Security to be redeemed, and
         that interest thereon, if any, shall cease to accrue on and after said
         date,

                  (6)  the Place or Places of Payment where such Debt Securities
         are to be surrendered for payment of the Redemption Price,

                  (7) if any Debt Security of any series is to be redeemed in
         part, that on and after the Redemption Date, upon surrender of such
         Debt Security, a new Debt Security or Debt Securities of such series in
         principal amount equal to the unredeemed portion thereof will be issued
         or, in the case of Debt Securities providing appropriate space for such
         notation, at the option of the Holder, the Trustee, in lieu of
         delivering a new Debt Security or Debt Securities as aforesaid, may
         make a notation on such Debt Security of the payment of the redeemed
         portion thereof.

                  SECTION 1305. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust), in immediately available funds, an amount of money in which the Debt
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Debt Securities of such series) sufficient to pay on the
Redemption Date the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Debt Securities
or portions thereof which are to be redeemed on that date.

                  SECTION 1306. Debt Securities Payable on Redemption Date. (a)
Notice of redemption having been given as aforesaid, any Debt Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price and from and after such date (unless the Company shall default
in the payment of the Redemption Price) such Debt Securities shall cease to bear
interest. Upon surrender of any such Debt Security for redemption in accordance
with said notice, such Debt Security shall be paid by the Company at the
Redemption Price; provided, however, that installments of interest that have a
Stated Maturity on or prior to the Redemption Date for such Debt Securities
shall be payable according to the terms of such Debt Securities and the
provisions of Section 307.

                  (b) If any Debt Security called for redemption shall not be so
paid upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Debt Security.

                  SECTION 1307. Debt Securities Redeemed in Part. Any Debt
Security that is to be redeemed only in part shall be surrendered at the
Corporate Trust Office or such other office or agency of the Company as is
specified pursuant to Section 301 with, if the Company, the Security Registrar
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company, the Security Registrar 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 Debt Security without service charge, a new Debt
Security or Debt Securities of the same series, of like tenor and form, 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 Debt Security so surrendered; except that if a Global Security is so
surrendered, the Company shall execute, and the Trustee shall authenticate and
deliver to the Depositary for such Global Security, without service charge, a
new Global Security in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Global Security so surrendered. In
the case of a Debt Security providing appropriate space for such notation, at
the option of the Holder thereof, the Trustee, in lieu of delivering a new Debt
Security or Debt Securities as aforesaid, may make a notation on such Debt
Security of the payment of the redeemed portion thereof.

                                   ARTICLE XIV

                                   DEFEASANCE

                  SECTION 1401. Applicability of Article. If, pursuant to
Section 301, provision is made for the defeasance of Debt Securities of a series
and if the Debt Securities of such series are Registered Securities, then the
provisions of this Article XIV shall be applicable except as otherwise specified
pursuant to Section 301 for Debt Securities of such series.

                  SECTION 1402. Defeasance Upon Deposit of Moneys or U.S.
Government Obligations. Defeasance of amounts owed under the Debt Securities is
subject to the prior written approval of the Board of Governors and the Bank of
England. Subject to the preceding sentence, at the Company's option, the Company
shall be deemed to have been Discharged (as defined below) from its obligations
with respect to Debt Securities of any series on the 91st day after the
applicable conditions set forth below have been satisfied:

                  (1) the Company shall have deposited or caused to be deposited
         irrevocably with the Trustee as trust funds in trust, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of the Debt Securities of such series (i) money in an amount,
         or (ii) U.S. Government Obligations (as defined below) that through the
         payment of interest and principal in respect thereof in accordance with
         their terms will provide, not later than one Business Day before the
         due date of any payment, money in an amount or (iii) a combination of
         (i) and (ii), sufficient, in the opinion (with respect to (ii) and
         (iii)) of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge each installment of principal of and
         (premium, if any) and interest on, the Outstanding Debt Securities of
         such series on the dates such installments of interest or principal and
         premium are due;

                  (2) if the Debt Securities of such series are then listed on
         the New York Stock Exchange, the Company shall have delivered to the
         Trustee an Opinion of Counsel to the effect that the Company's exercise
         of its option under this Section would not cause such Debt Securities
         to be delisted;

                  (3) no Event of Default or event (including such deposit)
         that, with notice or lapse of time, or both, would become an Event of
         Default with respect to the Debt Securities of such series shall have
         occurred and be continuing on the date of such deposit;

                  (4) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that Holders of the Debt Securities 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 and will be subject to Federal income tax on the same amounts
         and in the same manner and at the same times as would have been the
         case if such option had not been exercised and accompanied by a ruling
         to that effect received from or published by the Internal Revenue
         Service; and

                  (5) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent to the defeasance under this Section 1402 have
         been complied with and an Opinion of Counsel to the effect that either
         (i) as a result of a deposit pursuant to subsection (1) above and the
         related exercise of the Company's option under this Section 1402,
         registration is not required under the Investment Company Act of 1940,
         as amended, by the Company with respect to the trust funds representing
         such deposit or by the Trustee for such trust funds or (ii) all
         necessary registrations under said Act have been effected.

                  Notwithstanding any other provisions of this Section 1402,
such defeasance shall be effected in compliance with any additional or
substitute terms, conditions or limitations, which may be imposed on the Company
in connection therewith pursuant to Section 301.

                  "Discharged" means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by, and obligations
under, the Debt Securities of such series and to have satisfied all the
obligations under this Indenture relating to the Debt Securities of such series
(and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except (A) the rights of Holders of Debt
Securities of such series to receive, from the trust fund described in clause
(1) above, payment of the principal of (and premium, if any) and interest on
such Debt Securities when such payments are due, (B) the Company's obligations
with respect to the Debt Securities of such series under Sections 304, 305, 306,
1203 and (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder.

                  "U.S. Government Obligations" means securities that are (i)
direct obligations of the United States for the payment of which its full faith
and credit is pledged or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States the timely
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, that, in either case under clauses (i) or (ii),
are not callable or redeemable at the option of the issuer thereof, and shall
also include a depository receipt issued by a bank or trust company as custodian
with respect to any such U.S. Government Obligation or a specific 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.

                  SECTION 1403. Deposited Moneys and U.S. Government Obligations
to be Held in Trust. All moneys and U.S. Government Obligations deposited with
the Trustee pursuant to Section 1402 in respect of Debt Securities of a series
shall be held in trust and applied by it, in accordance with the provisions of
such Debt Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Debt Securities, of all
sums due and to become due thereon for principal (and premium, if any) and
interest, if any, but such money need not be segregated from other funds except
to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1403 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding Debt Securities.

                  SECTION 1404. Repayment to Company. The Trustee and any Paying
Agent shall promptly pay or return to the Company upon Company Request any
moneys or U.S. Government Obligations held by them at any time which, in the
opinion of a nationally recognized firm of independent public accountants as set
forth in a written certification thereof delivered to the Trustee, are in excess
of the amount which would then be required to be deposited to effect a
defeasance in accordance with this Article XIV.

                  The provisions of the last paragraph of Section 1203 shall
apply to any money held by the Trustee or any Paying Agent under this Article
XIV that remains unclaimed for two years after the Maturity of any series of
Debt Securities for which money or U.S. Government Obligations have been
deposited pursuant to Section 1402.

                  SECTION 1405. Subordination Provisions Inapplicable.
Notwithstanding anything contained herein by the contrary, any money that shall
have been deposited by the Company with the Trustee pursuant to this Article XIV
shall not be subject to the provisions of Article XV of this Indenture
respecting subordination of the Debt Securities.

                                   ARTICLE XV

                        SUBORDINATION OF DEBT SECURITIES

                  SECTION 1501. Agreement to Subordinate. The Company, for
itself, its successors and assigns, covenants and agrees, and each Holder of a
Debt Security likewise covenants and agrees by his or her acceptance thereof,
that the obligation of the Company to make any payment on account of the
principal of (and premium, if any) and interest on each and all of the Debt
Securities shall be subordinate and junior in right of payment to the Company's
obligations to the holders of Senior Indebtedness.

                  In the event of any insolvency, bankruptcy, receivership,
conservatorship, reorganization, readjustment of debt, marshaling of assets and
liabilities or similar proceedings or any liquidation, dissolution or winding-up
of or relating to the Company as a whole, whether voluntary or involuntary, all
obligations of the Company to holders of Senior Indebtedness shall be entitled
to be paid in full before any payment, whether in cash, property or otherwise,
shall be made on any account of the principal of (or premium, if any) or
interest on any of the Debt Securities. In the event of any such proceeding,
after payment in full of all sums owing with respect to Senior Indebtedness, the
Holders, together with the holders of Indebtedness Ranking on a Parity with the
Debt Securities, shall be entitled ratably to be paid from the remaining assets
of the Company the amounts at the time due and owing on account of unpaid
principal of (and premium, if any) and interest, if any, on the Debt Securities
before any payment or other distribution, whether in cash, property or
otherwise, shall be made on account of any Indebtedness Ranking Junior to the
Debt Securities or any capital stock. In addition, in the event of any such
proceeding, if any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities (other than securities of
the Company or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in these subordination provisions with respect to the indebtedness
evidenced by the Debt Securities, to the payment of all Senior Indebtedness at
the time outstanding and to any securities issued in respect thereof under any
such plan of reorganization or readjustment), including any such payment or
distribution that may be payable or deliverable by reason of the payment of any
other indebtedness of the Company being subordinated to the payment of the Debt
Securities, shall be received by the Trustee or the Holders before all Senior
Indebtedness is paid in full, such payment or distribution shall be held (in
trust if received by such Holders) for the benefit of and 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,
ratably, for application to the payment of all Senior Indebtedness remaining
unpaid until all such Senior Indebtedness shall have been paid in full, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness.

                  The subordination provisions of the foregoing paragraph shall
not be applicable to amounts at the time due and owing on the Debt Securities of
any series on account of the unpaid principal of (or premium, if any) or
interest, if any, on the Debt Securities for the payment of which funds have
been deposited in trust with the Trustee or any Paying Agent or have been set
aside by the Company in trust in accordance with the provisions of this
Indenture; nor shall such provisions impair any rights, interests, remedies or
powers of any secured creditor of the Company in respect of any security the
creation of which is not prohibited by the provisions of this Indenture.

                  The Holders of Debt Securities and the Trustee, in respect of
any claims of such Holders to payment of any principal, premium or interest in
respect of any Debt Securities, by their acceptance thereof will be deemed to
have waived any right of set-off or counterclaim that such Holders or (subject
to Section 607) the Trustee, respectively, in such respect, might otherwise
have.
                  The securing of any Indebtedness Ranking on a Parity with the
Debt Securities or Indebtedness Ranking Junior to the Debt Securities shall not
be deemed to prevent such Indebtedness from constituting Indebtedness Ranking on
a Parity with the Debt Securities or Indebtedness Ranking Junior to the Debt
Securities, respectively.

                  The Company shall give prompt written notice to the Trustee of
any insolvency, bankruptcy, receivership, conservatorship, reorganization,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings or any liquidation, dissolution or winding-up or relating to the
Company as a whole, whether voluntary or involuntary, or of any default with
respect to any Senior Indebtedness that would prevent the Trustee from making
any payment in respect of the Debt Securities under this Section. The Trustee,
subject to the provisions of Section 601, shall be entitled to assume that, and
may act as if, no such event has occurred unless a Responsible Officer of the
Trustee assigned to the Corporate Trust Office has received at the Corporate
Trust Office of the Trustee from the Company or any one or more holders of
Senior Indebtedness or any trustee therefor (who shall have been certified or
otherwise established to the satisfaction of the Trustee to be such a holder or
trustee) written notice thereof. Upon any distribution of assets of the Company
referred to in this Article XV, the Trustee and Holders shall be entitled to
rely conclusively upon a certificate of the liquidating trustee or agent, or any
order or decree entered by a court of competent jurisdiction, or other Person
making any distribution to the Trustee or to the Holders for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Indebtedness, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article, and the Trustee, subject to the provisions of
Article VI, and the Holders of the Debt Securities shall be entitled to rely
upon a certificate of the liquidating trustee or agent or other Person making
any distribution to the Trustee or to the Holders of the Securities for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent to this Article XV. In the absence of any such
liquidating trustee, agent or other Person, the Trustee, subject to Section 601,
shall be entitled to rely conclusively upon a written notice by a Person
representing himself or herself to be a holder of Senior Indebtedness (or a
trustee or representative on behalf of such holder) as evidence that such Person
is a holder of such Senior Indebtedness (or is such a trustee or
representative). In the event that the Trustee determines, in its discretion,
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 Section 1501, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
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 Section 1501, 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 1502. Obligation of the Company Unconditional and
Payment Permitted if no Default. Subject to the provisions of this Article XV
and the terms of the Debt Securities, nothing contained in this Article XV or
elsewhere in this Indenture is intended to or shall impair, as between the
Company and the Holders, the obligation of the Company, which is absolute and
unconditional, to pay to such Holders the principal of (and premium, if any) and
interest on the Debt Securities when, where and as the same shall become due and
payable, all in accordance with the terms of the Debt Securities, or is intended
to or shall affect the relative rights of such Holders and creditors of the
Company other than the holders of Senior Indebtedness, nor shall anything herein
or therein prevent the Trustee or the Holder of any Debt Security from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article XV of the
holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.

                  SECTION 1503. Limitations on Duties to Holders of Senior
Indebtedness. In the event and during the continuation of any default in the
payment of principal of, or premium, if any, or interest on, any Senior
Indebtedness beyond any applicable period of grace, or in the event that any
event of default with respect to any Senior Indebtedness shall have occurred and
be continuing, or would occur as a result of the payment referred to
hereinafter, permitting the holders of such Senior Indebtedness (or a trustee on
behalf of the holders thereof) to accelerate the maturity thereof, then, unless
and until such default or event of default shall have been cured or waived or
shall have ceased to exist, no payment of principal of, or premium (if any) or
interest, if any, on the Debt Securities, or in respect of any redemption,
exchange, retirement, purchase or other acquisition of any of the Debt
Securities, shall be made by the Company.

                  SECTION 1504. Notice to Trustee of Facts Prohibiting Payments.
Notwithstanding any of the provisions of this Article XV or any other
provision of this Indenture, the Trustee shall not at any time be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment of funds to or by the Trustee unless and until a Responsible Officer of
the Trustee assigned to its Corporate Trust Division shall have received at the
Corporate Trust Office written notice thereof from the Company or from one or
more holders of Senior Indebtedness or from any trustee therefor who shall have
been certified by the Company or otherwise established to the reasonable
satisfaction of the Trustee to be such a holder or trustee; and, prior to the
receipt of 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, however, that if prior to the fifth Business Day preceding the
date upon which by the terms hereof any such funds may become payable, or if
prior to the third Business Day preceding the date of the execution of
instruments pursuant to Section 401 acknowledging satisfaction and discharge of
this Indenture, the Trustee shall not have received with respect to such funds
the notice provided for in this Section 1504, then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power and authority to
receive such moneys and/or apply the same to the purpose for which they were
received and shall not be affected by any notice to the contrary that may be
received by it on or after such date; provided, however, no such application
shall affect the obligations under this Article XV of the Persons receiving such
moneys from the Trustee.

                  SECTION 1505. Application by Trustee of Moneys Deposited With
It. Anything in this Indenture to the contrary notwithstanding, any deposit of a
sum by the Company with the Trustee or any agent (whether or not in trust) for
any payment of the principal of (and premium, if any) or interest on any Debt
Securities shall, except as provided in Section 1504, is subject to the
provisions of Section 1501.

                  SECTION 1506. Subrogation. Subject to the payment in full of
all Senior Indebtedness, the Holders of the Debt Securities shall be subrogated
to the rights of the holders of such Senior Indebtedness to receive payments or
distributions of assets of the Company applicable to such Senior Indebtedness
until the Debt Securities shall be paid in full, and none of the payments or
distributions to the holders of such Senior Indebtedness to which the Holders of
the Debt Securities or the Trustee would be entitled except for the provisions
of this Article XV or of payments over, pursuant to the provisions of this
Article XV, to the holders of such Senior Indebtedness by the Holders of such
Debt Securities or the Trustee shall, as among the Company, its creditors other
than the holders of such Senior Indebtedness, and the Holders of such Debt
Securities, be deemed to be a payment by the Company to or on account of such
Senior Indebtedness; it being understood that the provisions of this Article are
and are intended solely for the purpose of defining the relative rights of the
Holders of such Debt Securities, on one hand, and the holders of the Senior
Indebtedness, on the other hand.

                  SECTION 1507. Subordination Rights Not Impaired by Acts or
Omissions of Bank or Holders of Senior Indebtedness. No right of any present or
future holders of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof with which any such holder may have or be otherwise charged. The holders
of Senior Indebtedness may, at any time or from time to time and in their
absolute discretion, change the manner, place or terms of payment, change or
extend the time of payment of, or renew or alter, any such Senior Indebtedness,
or amend or supplement any instrument pursuant to which any such Senior
Indebtedness is issued or by which it may be secured, or release any security
therefor, or exercise or refrain from exercising any other of their rights under
the Senior Indebtedness including, without limitation, the waiver of default
thereunder, all without notice to or assent from the Holders or the Trustee and
without affecting the obligations of the Company, the Trustee or the Holders
under this Article XV.

                  SECTION 1508. Authorization of Trustee to Effectuate
Subordination of Debt Securities. Each Holder of a Debt Security, by his or her
acceptance thereof, authorizes and expressly directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to effectuate, as
between the Holders and the holders of Senior Indebtedness, the subordination
provided in this Article XV. If, in the event of any proceeding or other action
relating to the Company referred to in the second paragraph of Section 1501, a
proper claim or proof of debt in the form required in such proceeding or action
is not filed by or on behalf of the Holders prior to fifteen days before the
expiration of the time to file such claim or claims, then the holder or holders
of Senior Indebtedness shall have the right to file and are hereby authorized to
file an appropriate claim for and on behalf of the Holders.

                  SECTION 1509. Right of Trustee to Hold Senior Indebtedness.
The Trustee shall be entitled to all of the rights set forth in this Article XV
in respect of any Senior Indebtedness at any time held by it in its individual
capacity to the same extent as any other holder of such Senior Indebtedness, and
nothing in this Indenture shall be construed to deprive the Trustee of any of
its rights as such holder.

                  SECTION 1510. Article XV Not to Prevent Defaults (Including
Events of Default). The failure to make a payment pursuant to the terms of the
Debt Securities by reason of any provision in this Article XV shall not be
construed as preventing the occurrence of a Default (including an Event of
Default, if any).

                  SECTION 1511. Article Applicable to Paying Agents. The term
"Trustee" as used in this Article XV shall (unless the context shall otherwise
require) be construed as extending to and including each Paying Agent appointed
by the Company and acting hereunder within its meaning as fully for all intents
and purposes as if the Paying Agent were named in this Article XV in addition to
or in place of the Trustee; provided, however, that Sections 1504 and 1509 shall
not apply to the Company or any Affiliate of the Company if the Company or such
Affiliate acts as Paying Agent.

                                    * * * * *

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

<PAGE>

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

                                             HSBC AMERICAS, INC.

                                             By: /s/ Robert M. Butcher
                                                ----------------------
                                             Name:  Robert M. Butcher
                                             Title: CFO

Attest:

/s/ Helen Kujawa
----------------------
Name: Helen Kujawa
Title: Assistant Corporate Secretary

                  SEAL

                                             BANKERS TRUST COMPANY, as Trustee

                                             By: /s/ Terence Rawlins
                                                ----------------------
                                             Name:  Terence Rawlins
                                             Title: Assistant Treasurer

Attest

/s/ Kevin Weeks
----------------------
Name: Kevin Weeks
Title: Assistant Treasurer

SEAL

<PAGE>

STATE OF NEW YORK,  )
COUNTY OF ERIE, )                   ss.:

                   On the 29th day of October, 1996, before me personally came
Robert M. Butcher, to me known, who, being by me duly sworn, did depose and say
that he is the CFO of HSBC Americas, Inc., one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.



                                                            /s/ Vicki L. Barbus
                                                            -------------------
                                                            Notary Public

SEAL


STATE OF NEW YORK,  )
COUNTY OF NEW YORK,)       ss.:

                   On the 29th day of October, 1996, before me personally came
Terence Rawlins, to me known, who, being by me duly sworn, did depose and say
that he is an Assistant Treasurer of Bankers Trust Company, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.


                                                            /s/ Margaret Bereza
                                                            -------------------