EXHIBIT 4(e)












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                     AMERICAN ELECTRIC POWER COMPANY, INC.,
                                     ISSUER

                                       TO

                              THE BANK OF NEW YORK,
                                     TRUSTEE

                                    ---------


                             SUBORDINATED INDENTURE

                      DATED AS OF _________________________






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<PAGE>


                      AMERICAN ELECTRIC POWER COMPANY, INC.

           Reconciliation and tie between Trust Indenture Act of 1939
                  and Indenture, dated as of _________________


Trust Indenture Act                                   Section Indenture Section

ss.310  (a)(1)................................        909
        (a)(2)................................        909
        (a)(3)................................        915
        (a)(4)................................        Not Applicable
        (b)...................................        908
                                                      910

ss.311  (a)...................................        913
        (b)...................................        913
        (c)...................................        Not Applicable
ss.312  (a)...................................        1001
        (b)...................................        1001
        (c)...................................        1001
ss.313  (a)...................................        1002
        (b)(1)................................        Not Applicable
        (b)(2)................................        1002
        (c)...................................        1002
        (d)...................................        1002
ss.314  (a)...................................        1002
        (a)(4)................................        605
        (b)...................................        Not Applicable
        (c)(1)................................        102
        (c)(2)................................        102
        (c)(3)................................        Not Applicable
        (d)...................................        Not Applicable
        (e)...................................        102
ss.315  (a)...................................        901(a)
        (b)...................................        902
        (c)...................................        901(b)
        (d)...................................        901(c)
        (d)(1)................................        901(a)(1), 901(c)(1)
        (d)(2)................................        901(c)(2)
        (d)(3)................................        901(c)(3)
        (e)...................................        814
ss.316  (a)...................................        812
                                                      813

        (a)(1)(A).............................        802
                                                      812
        (a)(1)(B).............................        813
        (a)(2)................................        Not Applicable
        (b)...................................        808
ss.317  (a)(1)................................        803
        (a)(2)................................        804
        (b)...................................        603
ss.318  (a)...................................        107



                                       -i-
<PAGE>


                  SUBORDINATED  INDENTURE,  dated as of  _______________________
among AMERICAN  ELECTRIC POWER COMPANY,  INC., a corporation  duly organized and
existing under the laws of the State of New York (herein called the  "Company"),
having its principal office at 1 Riverside Plaza, Columbus,  Ohio 43215, and The
Bank of New York, a New York banking corporation, having its principal corporate
trust office at 5 Penn Plaza,  13th Floor,  New York, New York 10001, as Trustee
(herein called the "Trustee").

                             RECITAL OF THE COMPANY

                  The Company has duly  authorized the execution and delivery of
this  Indenture to provide for the issuance  from time to time of its  unsecured
subordinated debentures, notes or other evidences of indebtedness (herein called
the  "Securities"),  to be issued in one or more series as contemplated  herein,
and all acts necessary to make this Indenture a valid  agreement of the Company,
in accordance with its terms, have been performed.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

<PAGE>

                  "BUSINESS  DAY",  when used with respect to a Place of Payment
or any other particular  location specified in the Securities or this Indenture,
means any day,  other  than a Saturday  or  Sunday,  which is not a day on which
banking  institutions  or trust  companies  in such  Place of  Payment  or other
location are generally  authorized  or required by law,  regulation or executive
order to remain closed,  except as may be otherwise specified as contemplated by
Section 301.

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

                  ["COMMON  SECURITIES"  means any common trust interests issued
by a Trust or similar securities issued by permitted successors to such Trust in
accordance with the Trust Agreement pertaining to such Trust.]

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

                  "COMPANY  ORDER" or "COMPANY  REQUEST" mean,  respectively,  a
written order or request,  as the case may be, signed in the name of the Company
by an Authorized Officer and delivered to the Trustee.

                  "CORPORATE  TRUST  OFFICE"  means the office of the Trustee at
which at any particular  time its corporate  trust business shall be principally
administered, which office at the date of execution of this Indenture is located
at 5 Penn Plaza, 13th Floor, New York, New York 10001.

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

                  "DEFAULTED INTEREST" has the meaning specified in Section 307.

                  "[DISCOUNT  SECURITY" means any Security which provides for an
amount  less than the  principal  amount  thereof to be due and  payable  upon a
declaration of acceleration of the Maturity thereof pursuant to Section 802.]

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

                  "[ELIGIBLE OBLIGATIONS" means:

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

                           (b)  with  respect  to  Securities  denominated  in a
                  currency other than Dollars or in a composite  currency,  such
                  other  obligations  or  instruments as shall be specified with
                  respect to such Securities, as contemplated by Section 301.]

                  "EVENT OF DEFAULT" has the meaning specified in Section 801.

                  "EXCHANGE ACT" means the  Securities  Exchange Act of 1934 and
the rules and regulations promulgated thereunder, as amended from time to time.

                  "GOVERNMENT  OBLIGATIONS"  means  securities which are (a) (i)
direct obligations of the United States where the payment or payments thereunder
are  supported  by the full  faith  and  credit  of the  United  States  or (ii)
obligations  of a Person  controlled or supervised by and acting as an agency or
instrumentality  of the  United  States  where the timely  payment  or  payments
thereunder are unconditionally  guaranteed as a full faith and credit obligation
by the United States or (b) depository  receipts issued by a bank (as defined in
Section  3(a)(2) of the  Securities  Act) as custodian  with respect to any such
Government  Obligation  or a specific  payment of interest on or


                                      -3-
<PAGE>

principal of or other amount with respect to any such 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  Government
Obligation  or the  specific  payment of  interest on or  principal  of or other
amount with respect to the Government  Obligation  evidenced by such  depository
receipt.

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

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

                  "[INTEREST",  when used with  respect to a  Discount  Security
which by its terms bears interest only after  Maturity,  means interest  payable
after Maturity.]

                  "INTEREST  PAYMENT  DATE",  when  used  with  respect  to  any
Security,  means the Stated  Maturity  of an  installment  of  interest  on such
Security.

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

                  "NOTICE  OF  DEFAULT"  means  a  written  notice  of the  kind
specified in Section 801(c).

                  "OFFICER'S  CERTIFICATE"  means  a  certificate  signed  by an
Authorized  Officer of the Company or the Guarantor,  as the case requires,  and
delivered to the Trustee.

                  "OPINION OF COUNSEL" means a written  opinion of counsel,  who
may be counsel for the Company or the Guarantor,  and who shall be acceptable to
the Trustee.

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

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

                           (b)  Securities  deemed  to have  been  paid  for all
                  purposes of this  Indenture  in  accordance  with  Section 701
                  (whether or not the Company's  indebtedness in respect thereof
                  shall be satisfied and discharged for any other purpose); and

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

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

                           (x)  Securities  owned by the  Company  or any  other
                  obligor upon the Securities or any Affiliate of the Company or
                  of such other obligor  (unless the Company,  such Affiliate or
                  such



                                      -4-
<PAGE>


                  obligor owns all Securities  Outstanding under this Indenture,
                  or all  Outstanding  Securities  of each such  series and each
                  such Tranche, as the case may be, determined without regard to
                  this  clause  (x)) shall be  disregarded  and deemed not to be
                  Outstanding,  except that, in determining  whether the Trustee
                  shall be protected in relying upon any such  request,  demand,
                  authorization,  direction,  notice,  consent or waiver or upon
                  any such  determination  as to the presence of a quorum,  only
                  Securities  which the Trustee knows to be so owned shall be so
                  disregarded; provided, however, that Securities so owned which
                  have been pledged in good faith may be regarded as Outstanding
                  if it is  established to the  reasonable  satisfaction  of the
                  Trustee  that the pledgee,  and not the  Company,  or any such
                  other obligor or Affiliate of either thereof, has the right so
                  to act with respect to such Securities and that the pledgee is
                  not the Company or any other  obligor upon the  Securities  or
                  any Affiliate of the Company or of such other obligor;

                           [(y) the principal amount of a Discount Security that
                  shall be deemed to be  Outstanding  for such purposes shall be
                  the  amount of the  principal  thereof  that  would be due and
                  payable  as  of  the  date  of  such   determination   upon  a
                  declaration of acceleration of the Maturity  thereof  pursuant
                  to Section 802; and]

                           [(z) the  principal  amount of any Security  which is
                  denominated in a currency other than Dollars or in a composite
                  currency  that  shall be  deemed  to be  Outstanding  for such
                  purposes  shall be the amount of Dollars which could have been
                  purchased  by the  principal  amount  (or,  in the  case  of a
                  Discount   Security,   the  Dollar   equivalent  on  the  date
                  determined  as set forth  below of the  amount  determined  as
                  provided in (y) above) of such currency or composite  currency
                  evidenced by such Security, in each such case certified to the
                  Trustee in an Officer's Certificate,  based (i) on the average
                  of the mean of the buying  and  selling  spot rates  quoted by
                  three banks which are members of the New York  Clearing  House
                  Association  selected  by the  Company in effect at 11:00 A.M.
                  (New York time) in The City of New York on the fifth  Business
                  Day preceding any such  determination or (ii) if on such fifth
                  Business Day it shall not be possible or practicable to obtain
                  such   quotations   from  such  three  banks,  on  such  other
                  quotations or alternative methods of determination which shall
                  be as consistent as  practicable  with the method set forth in
                  (i) above;]

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

                  "PAYING  AGENT"  means  any  Person,  including  the  Company,
authorized  by the  Company to pay the  principal  of, and  premium,  if any, or
interest, if any, on any Securities on behalf of the Company.

                  "PERIODIC  OFFERING"  means an  offering  of  Securities  of a
series from time to time any or all of the specific  terms of which  Securities,
including without limitation the rate or rates of interest, if any, thereon, the
Stated  Maturity or Maturities  thereof and the redemption  provisions,  if any,
with respect  thereto,  are to be  determined  by the Company or its agents from
time to time  subsequent  to the  initial  request  for the  authentication  and
delivery of such  Securities by the Trustee,  as contemplated in Section 301 and
clause (b) of Section 303.

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

                  "PLACE OF PAYMENT",  when used with respect to the  Securities
of any  series,  or Tranche  thereof,  means the place or places,  specified  as
contemplated by Section 301, at which,  subject to Section 602, principal of and
premium,  if any,  and  interest,  if any, on the  Securities  of such series or
Tranche are payable.

                  "PREDECESSOR  SECURITY" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such  particular  Security;  and,  for the purposes of this  definition,


                                      -5-
<PAGE>

any Security authenticated and delivered under Section 306 in exchange for or in
lieu of a  mutilated,  destroyed,  lost or  stolen  Security  shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

                  ["PREFERRED  SECURITIES"  means any preferred  trust interests
issued by a Trust or similar  securities issued by permitted  successors to such
Trust in accordance with the Trust Agreement pertaining to such Trust.]

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

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

                  "REGULAR RECORD DATE" for the interest payable on any Interest
Payment Date on the  Securities of any series means the date  specified for that
purpose as contemplated by Section 301.

                  "[REQUIRED  CURRENCY"  has the  meaning  specified  in Section
311.]

                  "RESPONSIBLE OFFICER",  when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors,  the chairman
or any vice-chairman of the executive  committee of the board of directors,  the
chairman  of the  trust  committee,  the  president,  any  vice  president,  the
secretary,  any assistant secretary, the treasurer, any assistant treasurer, the
cashier,  any assistant cashier,  any senior trust officer, any trust officer or
assistant trust officer, the controller or any assistant controller or any other
officer  of the  Trustee  customarily  performing  functions  similar  to  those
performed by any of the above designated  officers and also means,  with respect
to a particular corporate trust matter, any other officer of the Trustee to whom
such matter is referred  because of his  knowledge of and  familiarity  with the
particular subject.

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

                  "SECURITIES  ACT" means the  Securities  Act of 1933,  and the
rules and regulations promulgated thereunder, as amended from time to time.

                  "SECURITY   REGISTER"  and  "SECURITY   REGISTRAR"   have  the
respective meanings specified in Section 305.

                  "SENIOR INDEBTEDNESS",  when used with respect to the Company,
means all obligations (other than non-recourse  obligations and the indebtedness
issued under this  Indenture)  of, or guaranteed or assumed by, the Company,  as
the case may be, for  borrowed  money,  including  both senior and  subordinated
indebtedness for borrowed money (other than the Securities),  or for the payment
of money relating to any lease which is capitalized on the consolidated  balance
sheet of the Company,  as the case may be, and its  subsidiaries  in  accordance
with generally accepted accounting principles as in effect from time to time, or
evidenced by bonds, debentures,  notes or other similar instruments, and in each
case, amendments, renewals, extensions, modifications and refundings of any such
indebtedness or obligations,  whether  existing as of the date of this Indenture
or subsequently incurred by the Company, as the case may be, unless, in the case
of any particular indebtedness,  renewal, extension or refunding, the instrument
creating or  evidencing  the same or the  assumption  or  guarantee  of the same
expressly  provides that such indebtedness,  renewal,  extension or refunding is
not superior in right of payment to or is PARI PASSU with the Securities.

                  "SPECIAL  RECORD  DATE"  for  the  payment  of  any  Defaulted
Interest  on the  Securities  of any series  means a date  fixed by the  Trustee
pursuant to Section 307.

                  "STATED   INTEREST  RATE"  means  a  rate  (whether  fixed  or
variable) at which an obligation by its terms is stated to bear simple interest.
Any  calculation  or other  determination  to be made  under this  Indenture  by
reference to the Stated Interest Rate on a Security shall be made without regard
to the  effective  interest  cost to the  Company of such  Security  and without
regard to the Stated  Interest Rate on, or the effective cost to the Company of,

                                      -6-
<PAGE>


any  other  indebtedness  the  Company's  obligations  in  respect  of which are
evidenced or secured in whole or in part by such Security.

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

                  "TRANCHE"  means a group of  Securities  which  (a) are of the
same series and (b) have  identical  terms except as to principal  amount and/or
date of issuance.

                  ["TRUST" means AEP Capital Trust I, a statutory business trust
formed  under the laws of the State of Delaware,  or any other trust  designated
pursuant  to  Section  301  hereof or any  permitted  successor  under the Trust
Agreement pertaining to such Trust.]

                  ["TRUST  AGREEMENT"  means  the  Amended  and  Restated  Trust
Agreement,  dated as of ______,  ____,  relating to AEP  Capital  Trust I, or an
Amended and Restated Trust Agreement relating to a Trust designated  pursuant to
Section 301 hereof, in each case, among American  Electric Power Company,  Inc.,
as Depositor and Trust Securities Guarantor,  the trustees named therein and the
several  holders  referred to therein,  as such agreement or agreements,  as the
case may be, may be amended from time to time.]

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

                  "TRUST  INDENTURE  ACT"  means,  as of  any  time,  the  Trust
Indenture Act of 1939 as in force at such time.

                  ["TRUST  SECURITIES  GUARANTEE"  means  the  Trust  Securities
Guarantee Agreement between the Guarantor, as Trust Securities Guarantor,  and a
guarantee  trustee for the benefit of the holders of Preferred  Securities  [and
Common Securities] issued by such Trust.]

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

                  [Additional  Definitions  to be  included  if  Securities  are
issued in connection with Stock Purchase Units].

SECTION 102.             COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

                                      -7-
<PAGE>


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

                           (c) a  statement  that,  in the  opinion of each such
                  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

                           (d) 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.

                  (a) Any Officer's  Certificate  may be based (without  further
examination  or  investigation),  insofar as it relates to or is dependent  upon
legal matters,  upon an opinion of, or representations  by, counsel,  unless, in
any case,  such officer has actual  knowledge that the certificate or opinion or
representations   with  respect  to  the  matters  upon  which  such   Officer's
Certificate may be based as aforesaid are erroneous.

                  Any  Opinion  of  Counsel  may  be  based   (without   further
examination  or  investigation),  insofar as it relates to or is dependent  upon
factual  matters,  information with respect to which is in the possession of the
Company, upon a certificate of, or representations by, an officer or officers of
the Company,  as the case may be, unless such counsel has actual  knowledge that
the certificate or opinion or  representations  with respect to the matters upon
which his opinion may be based as aforesaid  are  erroneous.  In  addition,  any
Opinion of Counsel may be based (without further  examination or investigation),
insofar as it relates to or is dependent  upon matters  covered in an Opinion of
Counsel  rendered by other counsel,  upon such other Opinion of Counsel,  unless
such counsel has actual  knowledge that the Opinion of Counsel  rendered by such
other  counsel with respect to the matters upon which his Opinion of Counsel may
be based as  aforesaid  are  erroneous.  If, in order to render  any  Opinion of
Counsel  provided for herein,  the signer  thereof shall deem it necessary  that
additional facts or matters be stated in any Officer's  Certificate provided for
herein,  then such certificate may state all such additional facts or matters as
the signer of such Opinion of Counsel may request.

                  (b) 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. Where (i) any Person is required to make, give or execute two or more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments under this Indenture,  or (ii) two or more Persons are each required
to make, give or execute any such application,  request,  consent,  certificate,
statement,  opinion  or  other  instrument,  any  such  applications,  requests,
consents, certificates,  statements, opinions or other instruments may, but need
not, be consolidated and form one instrument.

                  (c) Whenever,  subsequent to the receipt by the Trustee of any
Board Resolution, Officer's Certificate, Opinion of Counsel or other document or
instrument,  a clerical,  typographical  or other  inadvertent or  unintentional
error or omission shall be discovered  therein, a new document or instrument may
be  substituted  therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of
the actual  execution  and/or  delivery  thereof,  such  substitute  document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates  required  with respect to the document or  instrument  for which it is
substituted. Anything in this Indenture to the contrary notwithstanding,  if any
such corrective  document or instrument  indicates that action has been taken by
or at the  request  of the  Company  which  could  not have  been  taken had the
original document or instrument not contained such error or omission, the action
so taken shall not be invalidated or otherwise rendered ineffective but shall be
and remain in full force and effect, except to the extent that such action was a
result of willful  misconduct or bad faith.  Without  limiting the generality of
the  foregoing,  any  Securities  issued under the  authority of such  defective
document  or  instrument  shall  nevertheless  be the valid  obligations  of the
Company entitled to the benefits of this Indenture  equally and ratably with all
other Outstanding Securities, except as aforesaid.

                                      -8-
<PAGE>


SECTION 104.             ACTS OF HOLDERS.

                  (a) Any request,  demand,  authorization,  direction,  notice,
consent, election, waiver or other action provided by this Indenture to be made,
given  or taken by  Holders  may be  embodied  in and  evidenced  by one or more
instruments of  substantially  similar tenor signed by such Holders in person or
by an agent duly appointed in writing or, alternatively,  may be embodied in and
evidenced by the record of Holders voting in favor thereof,  either in person or
by proxies duly appointed in writing,  at any meeting of Holders duly called and
held in accordance with the provisions of Article Thirteen,  or a combination of
such  instruments  and any such  record.  Except as herein  otherwise  expressly
provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby expressly
required,  to the Company.  Such  instrument or instruments  and any such record
(and the action  embodied  therein and evidenced  thereby) are herein  sometimes
referred to as the "Act" of the Holders  signing such  instrument or instruments
and so voting at any such meeting.  Proof of execution of any such instrument or
of a writing  appointing  any such  agent,  or of the holding by any Person of a
Security,  shall be sufficient for any purpose of this Indenture and (subject to
Section 901) conclusive in favor of the Trustee and the Company,  if made in the
manner  provided in this Section.  The record of any meeting of Holders shall be
proved in the manner provided in Section 1306.

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

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

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

                  (e) Until  such time as  written  instruments  shall have been
delivered to the Trustee with respect to the  requisite  percentage of principal
amount of Securities for the action  contemplated by such instruments,  any such
instrument  executed  and  delivered  by or on behalf of a Holder may be revoked
with respect to any or all of such  Securities by written  notice by such Holder
or any  subsequent  Holder,  proven in the manner in which such  instrument  was
proven.

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

                  (g) The  Company  may,  at its option,  by Company  Order,  as
appropriate,  fix in  advance a record  date for the  determination  of  Holders
entitled to give any request, demand, authorization, direction, notice, consent,
waiver or other Act  solicited  by the  Company,  but the Company  shall have no
obligation to do so;  provided,  however,  that the Company may not fix a record
date for the giving or making of any notice,  declaration,  request or direction
referred to in the next sentence.  In addition,  the Trustee may, at its option,
fix in advance a record date for the  determination  of Holders entitled to join
in  the  giving  or  making  of  any  Notice  of  Default,  any  declaration  of
acceleration  referred to in Section 802,  any request to institute  proceedings
referred to in Section 807 or any  direction  referred to in Section 812. If any
such record  date is fixed,  such  request,  demand,  authorization,  direction,
notice,  consent, waiver or other Act, or such notice,  declaration,  request or
direction,  may be given before

                                      -9-
<PAGE>


or after  such  record  date,  but only the  Holders  of  record at the close of
business on the record  date shall be deemed to be Holders  for the  purposes of
determining (i) whether  Holders of the requisite  proportion of the Outstanding
Securities  have  authorized  or agreed or  consented  to such Act (and for that
purpose the  Outstanding  Securities  shall be  computed as of the record  date)
and/or (ii) which  Holders may revoke any such Act  (notwithstanding  subsection
(e) of this Section ); and any such Act, given as aforesaid,  shall be effective
whether or not the Holders  which  authorized or agreed or consented to such Act
remain Holders after such record date and whether or not the Securities  held by
such Holders remain Outstanding after such record date.

SECTION 105.         NOTICES, ETC. TO TRUSTEE OR COMPANY.

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

                           If to the Trustee, to:

                            The Bank of New York
                           5 Penn Plaza, 13th Floor
                           New York, New York 10001

                           ATTENTION:  [Capital Markets Fiduciary SERVICES]
                           TELEPHONE:
                           Telecopy:

                           If to the Company, to:

                           AMERICAN ELECTRIC POWER COMPANY, INC.
                           1 Riverside Plaza
                           Columbus, Ohio  43215
                           Attention: Treasurer

                           Telephone:(614) 223-____
                           Telecopy: (614) 223-1687

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

SECTION 106.             NOTICE TO HOLDERS OF SECURITIES; WAIVER.

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

                  In case by reason of the suspension of regular mail service or
by reason of any other  cause it shall be  impracticable  to give such notice to
Holders by mail,  then such  notification  as shall be made with the approval of

                                      -10-
<PAGE>


the  Trustee  shall  constitute  a  sufficient  notification  for every  purpose
hereunder.  In any case where  notice to Holders is given by mail,  neither  the
failure to mail such  notice,  nor any  defect in any  notice so mailed,  to any
particular  Holder shall affect the  sufficiency  of such notice with respect to
other Holders.

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

SECTION 107.             CONFLICT WITH TRUST INDENTURE ACT.

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

SECTION 108.             EFFECT OF HEADINGS.

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

SECTION 109.             SUCCESSORS AND ASSIGNS.

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

SECTION 110.             SEPARABILITY CLAUSE.

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

SECTION 111.             BENEFITS OF INDENTURE.

                  Nothing  in  this  Indenture  or the  Securities,  express  or
implied,  shall  give to any  Person,  other  than  the  parties  hereto,  their
successors  hereunder,  the Holders and the holders of Senior Indebtedness,  any
benefit or any legal or equitable right, remedy or claim under this Indenture [,
provided,  however,  that  for  so  long  as  any  Preferred  Securities  remain
outstanding,  the  holders  of such  Preferred  Securities,  subject  to certain
limitations set forth in this Indenture,  may enforce the Company's  obligations
hereunder,  directly against the Company,  as third party  beneficiaries of this
Indenture   without   proceeding   against  the  Trust  issuing  such  Preferred
Securities].

SECTION 112.             GOVERNING LAW.

                  This  Indenture  and the  Securities  shall be governed by and
construed in accordance with the law of the State of New York (including without
limitation  Section  5-1401  of the  New  York  General  Obligations  Law or any
successor to such  statute),  except to the extent that the Trust  Indenture Act
shall be applicable.

SECTION 113.             LEGAL HOLIDAYS.

                  In any case where any Interest  Payment Date,  Redemption Date
or Stated  Maturity of any Security  shall not be a Business Day at any Place of
Payment,  then  (notwithstanding any other provision of this Indenture or of the
Securities  other than a provision in Securities  of any series,  or any Tranche
thereof, or in the indenture  supplemental hereto, Board Resolution or Officer's
Certificate  which  establishes  the terms of the  Securities  of such series or
Tranche,  which  specifically  states that such provision shall apply in lieu of
this Section) payment of interest or principal and premium,  if any, need not be
made  at  such  Place  of  Payment  on such  date,  but may be made on the

                                      -11-
<PAGE>


next  succeeding  Business  Day at such Place of Payment [,  except that if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case] with the same force and
effect as if made on the  Interest  Payment  Date,  Redemption  Date,  or Stated
Maturity,  and, if such payment is made or duly  provided  for on such  Business
Day, no interest  shall  accrue on the amount so payable for the period from and
after such Interest  Payment Date,  Redemption Date or Stated  Maturity,  as the
case may be, to such Business Day.

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.             FORMS GENERALLY.

                  The definitive Securities of each series and the Guarantees to
be  endorsed   thereon  as  contemplated   by  Article   Fourteen  shall  be  in
substantially   the  form  or  forms  thereof   established   in  the  indenture
supplemental   hereto   establishing  such  series  or  in  a  Board  Resolution
establishing  such  series,  or in an Officer's  Certificate  pursuant to such a
supplemental  indenture or Board Resolution,  in each case with such appropriate
insertions,  omissions,  substitutions  and other  variations as are required or
permitted by this Indenture,  and may have such letters,  numbers or other marks
of  identification  and such legends or  endorsements  placed  thereon as may be
required  to  comply  with  the  rules  of any  securities  exchange  or as may,
consistently  herewith,  be determined by the officers executing such Securities
or  Guarantees  endorsed  thereon,  as the case may be,  as  evidenced  by their
execution  thereof.  If the  form  or  forms  of  Securities  of any  series  or
Guarantees  endorsed  thereon are  established  in a Board  Resolution  or in an
Officer's Certificate pursuant to a Board Resolution,  such Board Resolution and
Officer's Certificate,  if any, shall be delivered to the Trustee at or prior to
the  delivery  of  the  Company  Order  contemplated  by  Section  303  for  the
authentication and delivery of such Securities.

                  Unless  otherwise  specified as contemplated by Section 301 or
1201(g),  the  Securities  of each series shall be issuable in  registered  form
without coupons. The definitive Securities and Guarantees endorsed thereon shall
be produced in such manner as shall be determined by the officers executing such
Securities or Guarantees, as evidenced by their execution thereof.

SECTION 202.             FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

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

                                            --------------------------------,
                                            as Trustee

                                            By:
                                               -----------------------------,
                                               Authorized Officer


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.             AMOUNT UNLIMITED; ISSUABLE IN SERIES.

                  The  aggregate  principal  amount of  Securities  which may be
authenticated  and  delivered  under this  Indenture is  unlimited [;  provided,
however,  that all Securities  shall be issued to a Trust to evidence loans by a
Trust of the  proceeds  of the  issuance  of  Preferred  Securities  and  Common
Securities of such Trust.]

                                      -12-
<PAGE>


                  The Securities may be issued in one or more series. Subject to
the last paragraph of this Section,  prior to the authentication and delivery of
Securities  of any series  there  shall be  established  by  specification  in a
supplemental  indenture  or  in a  Board  Resolution  of  the  Company  or in an
Officer's  Certificate of the Company (which need not,  comply with Section 102)
pursuant to a supplemental indenture or a Board Resolution:

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

                           (b) any limit upon the aggregate  principal amount of
                  the Securities of such series which may be  authenticated  and
                  delivered   under  this   Indenture   (except  for  Securities
                  authenticated  and delivered upon registration of transfer of,
                  or in exchange  for, or in lieu of, other  Securities  of such
                  series  pursuant to Section  304,  305,  306,  406 or 1206 and
                  except for any Securities which,  pursuant to Section 303, are
                  deemed  never  to  have  been   authenticated   and  delivered
                  hereunder);

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

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

                           (e) the rate or rates at which the Securities of such
                  series,  or any Tranche thereof,  shall bear interest,  if any
                  (including the rate or rates at which overdue  principal shall
                  bear  interest  after  Maturity if different  from the rate or
                  rates at which such  Securities  shall bear interest  prior to
                  Maturity,  and,  if  applicable,  the  rate or  rates at which
                  overdue  premium or interest shall bear interest,  if any), or
                  any  formulary  or other  method or other  means by which such
                  rate or rates shall be  determined by reference to an index or
                  other fact or event ascertainable outside of this Indenture or
                  otherwise,  the date or dates from which such  interest  shall
                  accrue;  the  Interest  Payment  Dates and the Regular  Record
                  Dates, if any, for the interest  payable on such Securities on
                  any Interest Payment Date; [the right of the Company,  if any,
                  to extend the interest payment periods and the duration of any
                  such extension as  contemplated by Section 312;] and the basis
                  of  computation  of  interest,  if other than as  provided  in
                  Section 310;

                           (f) the place or places at which or methods (if other
                  than as provided elsewhere in this Indenture) by which (i) the
                  principal of and premium,  if any,  and  interest,  if any, on
                  Securities of such series,  or any Tranche  thereof,  shall be
                  payable,  (ii)  registration of transfer of Securities of such
                  series,  or  any  Tranche  thereof,  may  be  effected,  (iii)
                  exchanges  of  Securities  of  such  series,  or  any  Tranche
                  thereof,  may be effected  and (iv)  notices and demands to or
                  upon the Company in respect of the  Securities of such series,
                  or any Tranche thereof,  and this Indenture may be served; the
                  Security  Registrar  and any  Paying  Agent or Agents for such
                  series or Tranche; and if such is the case, that the principal
                  of such  Securities  shall be payable  without  presentment or
                  surrender thereof;

                           (g) the period or periods  within which,  or the date
                  or dates on which,  the price or prices at which and the terms
                  and conditions  upon which the  Securities of such series,  or
                  any Tranche thereof, may be redeemed,  in whole or in part, at
                  the  option  of the  Company  and  any  restrictions  on  such
                  redemptions;

                           (h) the obligation,  if any, of the Company to redeem
                  or purchase or repay the  Securities  of such  series,  or any
                  Tranche  thereof,  pursuant  to  any  sinking  fund  or  other
                  mandatory  redemption  provisions or at the option of a Holder
                  thereof and the period or periods  within which or the date or
                  dates on which, the price or prices at which and the terms and
                  conditions  upon which


                                      -13-
<PAGE>


                  such Securities  shall be redeemed or purchased or repaid,  in
                  whole or in part,  pursuant to such  obligation and applicable
                  exceptions to the  requirements  of Section 404 in the case of
                  mandatory  redemption or redemption or repayment at the option
                  of the Holder;

                           (i)     the denominations in which Securities of such
                  series,  or any  Tranche  thereof,  shall be issuable if other
                  than denominations of $[25] and any integral multiple thereof;

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

                           (k) the currency or currencies,  including  composite
                  currencies,  in which payment of the principal of and premium,
                  if any,  and  interest,  if  any,  on the  Securities  of such
                  series,  or any  Tranche  thereof,  shall be payable (if other
                  than  Dollars) and the manner in which the  equivalent  of the
                  principal  amount  thereof in Dollars is to be determined  for
                  any  purpose,  including  for the purpose of  determining  the
                  principal amount deemed to be Outstanding at any time;

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

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

                           (n)  if  other  than  the  entire   principal  amount
                  thereof,  the portion of the principal amount of Securities of
                  such series,  or any Tranche  thereof,  which shall be payable
                  upon  declaration  of  acceleration  of the  Maturity  thereof
                  pursuant to Section 802;

                           (o) any  Events  of  Default,  in  addition  to those
                  specified in Section 801, or any exceptions to those specified
                  in Section 801, with respect to the Securities of such series,
                  and any  covenants  of the  Company or the  Guarantor  for the
                  benefit of the Holders of the  Securities  of such series,  or
                  any Tranche thereof, in addition to those set forth in Article
                  Six, or any exceptions to those set forth in Article Six;

                           (p)  the  terms,  if  any,   pursuant  to  which  the
                  Securities  of such  series,  or any Tranche  thereof,  may be
                  converted  into or  exchanged  for shares of capital  stock or
                  other securities of the Company or any other Person;

                           (q) the  obligations  or  instruments,  if any, which
                  shall be considered to be Eligible  Obligations  in respect of
                  the  Securities  of  such  series,  or  any  Tranche  thereof,
                  denominated in a currency other than Dollars or in a composite
                  currency, and any provisions for satisfaction and discharge of
                  Securities  of any  series,  in addition to those set forth in
                  Section 701 and 702, or any  exceptions  to those set forth in
                  Section 701 and 702;

                           (r) if the Securities of such series,  or any Tranche
                  thereof,  are to be issued in global form, (i) any limitations
                  on the rights


                                      -14-
<PAGE>


                  of the Holder or Holders of such  Securities  to  transfer  or
                  exchange  the same or to obtain the  registration  of transfer
                  thereof,  (ii) any  limitations on the rights of the Holder or
                  Holders thereof to obtain certificates  therefor in definitive
                  form in lieu of  global  form  and  (iii)  any  other  matters
                  incidental to such Securities;

                           (s) if the Securities of such series,  or any Tranche
                  thereof, are to be issuable as bearer securities,  any and all
                  matters   incidental   thereto  which  are  not   specifically
                  addressed  in a  supplemental  indenture  as  contemplated  by
                  clause (g) of Section 1201;

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

                           (u)      any  exceptions to Section 113, or variation
                  in  the  definition  of  Business  Day,  with  respect  to the
                  Securities of such series, or any Tranche thereof;

                           (v)  the designation of the Trust to which Securities
                  of such series are to be issued;]

                           (w) any other terms of the Securities of such series,
                  or any Tranche thereof.

                  With respect to Securities  of a series  subject to a Periodic
Offering,  the  indenture  supplemental  hereto  or the Board  Resolution  which
establishes  such  series,  or  the  Officer's   Certificate  pursuant  to  such
supplemental  indenture  or Board  Resolution,  as the case may be, may  provide
general terms or  parameters  for  Securities of such series and provide  either
that the specific  terms of Securities of such series,  or any Tranche  thereof,
shall be specified in a Company  Order or that such terms shall be determined by
the Company or its agents in accordance with  procedures  specified in a Company
Order as contemplated in clause (b) of Section 303.

                  [All  Securities  of any one  series  shall  be  substantially
identical,  except as to principal amount and date of issue and except as may be
set forth in the terms of such series as contemplated  above.] The Securities of
each series shall be subordinated in right of payment to Senior  Indebtedness of
the Company as provided in Article Fifteen.

                  Unless  otherwise   provided  with  respect  to  a  series  of
Securities as contemplated in Section 301(b), the aggregate  principal amount of
a series of Securities may be increased and additional Securities of such series
may be issued up to the  maximum  aggregate  principal  amount  authorized  with
respect to such series as increased.

SECTION 302.             DENOMINATIONS.

                  Unless otherwise  provided as contemplated by Section 301 with
respect to any series of Securities,  or any Tranche thereof,  the Securities of
each  series  shall be  issuable  in  denominations  of $[25]  and any  integral
multiple thereof.

SECTION 303.             EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  Unless otherwise  provided as contemplated by Section 301 with
respect to any series of Securities or any Tranche thereof, the Securities shall
be executed on behalf of the Company by an  Authorized  Officer of the  Company,
and may have the  corporate  seal of the Company  affixed  thereto or reproduced
thereon attested by its Secretary, one of its Assistant Secretaries or any other
Authorized  Officer.  The  signature  of any or all  of  these  officers  on the
Securities may be manual or facsimile.

                  A Security  bearing the manual or  facsimile  signature  of an
individual who was at the time of execution an Authorized Officer of the Company
shall bind the Company,  notwithstanding  that any such individual has ceased to
be an  Authorized  Officer  prior  to the  authentication  and  delivery  of the
Security or did not hold such office at the date of such Security.

                                      -15-
<PAGE>


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

                           (a)      the  instrument or instruments  establishing
                  the form or forms and terms of the  Securities of such series,
                  as provided in Sections 201 and 301;

                           (b) a Company Order requesting the authentication and
                  delivery of such Securities, and, to the extent that the terms
                  of such  Securities  shall  not have  been  established  in an
                  indenture supplemental hereto or in a Board Resolution,  or in
                  an Officer's Certificate pursuant to a supplemental  indenture
                  or Board  Resolution,  all as contemplated by Sections 201 and
                  301, either (i) establishing such terms or (ii) in the case of
                  Securities  of  a  series  subject  to  a  Periodic  Offering,
                  specifying  procedures,  acceptable  to the Trustee,  by which
                  such  terms  are  to  be  established  (which  procedures  may
                  provide,  to  the  extent  acceptable  to  the  Trustee,   for
                  authentication  and  delivery  pursuant to oral or  electronic
                  instructions  from the Company or any agent or agents thereof,
                  which  oral   instructions   are  to  be  promptly   confirmed
                  electronically  or in writing),  in either case in  accordance
                  with the  instrument  or  instruments  delivered  pursuant  to
                  clause (a) above;

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

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

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

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

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

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

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

                           (y) that such  Securities,  when (1)  executed by the
                  Company,  (2)  authenticated  and  delivered by the Trustee in
                  accordance  with this  Indenture,  (3) issued and delivered by
                  the Company and (4) paid for,  all as  contemplated  by and in
                  accordance  with the  aforesaid  Company  Order or  Orders  or
                  specified procedures,  as the case may be, will have been duly
                  issued  under this

                                      -16-
<PAGE>


                  Indenture  and  will  constitute  valid  and  legally  binding
                  obligations  of the  Company  and  entitled  to  the  benefits
                  provided by the Indenture,  and enforceable in accordance with
                  their terms,  subject, as to enforcement,  to laws relating to
                  or affecting  generally the enforcement of creditors'  rights,
                  including, without limitation,  bankruptcy and insolvency laws
                  and to general  principles  of equity  (regardless  of whether
                  such enforceability is considered in a proceeding in equity or
                  at law).

                  With respect to Securities  of a series  subject to a Periodic
Offering,  the Trustee may  conclusively  rely, as to the  authorization  by the
Company of any of such Securities, the forms and terms thereof and the legality,
validity, binding effect and enforceability thereof, upon the Opinion of Counsel
and other documents delivered pursuant to Sections 201 and 301 and this Section,
as applicable, at or prior to the time of the first authentication of Securities
of such  series,  unless and until such  opinion  or other  documents  have been
superseded  or  revoked  or  expire  by  their  terms.  In  connection  with the
authentication  and delivery of Securities  of a series,  pursuant to a Periodic
Offering,   the  Trustee   shall  be  entitled  to  assume  that  the  Company's
instructions to  authenticate  and deliver such  Securities,  do not violate any
applicable law or any applicable  rule,  regulation or order of any governmental
agency or commission having jurisdiction over the Company.

                  If the forms or terms of the  Securities  of any  series  have
been  established  by  or  pursuant  to  a  Board  Resolution  or  an  Officer's
Certificate  as  permitted  by Sections  201 or 301,  the  Trustee  shall not be
required to  authenticate  such  Securities  if the issuance of such  Securities
pursuant to this  Indenture  will  adversely  affect the  Trustee's  own rights,
duties or immunities  under the  Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.

                  Except as otherwise  specified as  contemplated by Section 301
with respect to any series of securities, or any Tranche thereof, each Security,
shall each be dated the date of its authentication.

                  Except as otherwise  specified as  contemplated by Section 301
with respect to any series of Securities,  or any Tranche  thereof,  no Security
shall be entitled to any benefit under this  Indenture or be valid or obligatory
for  any  purpose  unless  there  appears  on such  Security  a  certificate  of
authentication  substantially  in the form  provided for herein  executed by the
Trustee or its agent by manual signature of an authorized  officer thereof,  and
such  certificate upon any Security shall be conclusive  evidence,  and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and  is  entitled  to  the  benefits  of  this  Indenture.  Notwithstanding  the
foregoing, if any Security shall have been authenticated and delivered hereunder
to the Company,  or any Person  acting on its behalf,  but shall never have been
issued and sold by the Company,  and the Company  shall deliver such Security to
the Trustee for  cancellation as provided in Section 309 together with a written
statement (which need not comply with Section 102 and need not be accompanied by
an Opinion of Counsel) stating that such Security has never been issued and sold
by the Company, for all purposes of this Indenture such Security shall be deemed
never to have been  authenticated  and  delivered  hereunder  and shall never be
entitled to the benefits hereof.

SECTION 304.             TEMPORARY SECURITIES.

                  Pending  the  preparation  of  definitive  Securities  of  any
series, or any Tranche thereof,  the Company may execute, and upon Company Order
the Trustee  shall  authenticate  and deliver,  temporary  Securities  which are
printed, lithographed,  typewritten,  mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, with such appropriate  insertions,  omissions,
substitutions and other variations as the officers executing such Securities may
determine,  as  evidenced  by  their  execution  of such  Securities;  provided,
however, that temporary Securities need not recite specific redemption,  sinking
fund, conversion or exchange provisions.

                  If temporary  Securities  of any series or Tranche are issued,
the Company  shall cause  definitive  Securities of such series or Tranche to be
prepared  without  unreasonable  delay.  After  the  preparation  of  definitive
Securities of such series or Tranche, the temporary Securities of such series or
Tranche  shall be  exchangeable  for  definitive  Securities  of such  series or
Tranche, upon surrender of the temporary Securities of such series or Tranche at
the office or agency of the  Company  maintained  pursuant  to Section  602 in a
Place of Payment for such series or Tranche,  without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any series
or Tranche,  the Company shall execute and the Trustee  shall  authenticate  and
deliver  in  exchange  therefor

                                      -17-
<PAGE>


definitive Securities of the same series or Tranche, of authorized denominations
and of like tenor and aggregate principal amount.

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

SECTION 305.             REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

                  The  Company  shall  cause to be kept in one of the offices or
agencies  designated  pursuant to Section 602, with respect to the Securities of
each series or any Tranche  thereof,  a register  (the  "Security  Register") in
which, subject to such reasonable  regulations as it may prescribe,  the Company
shall provide for the  registration  of Securities of such series or Tranche and
the registration of transfer thereof.  The Company shall designate one Person to
maintain  the  Security  Register for the  Securities  of each series,  and such
Person is referred to herein,  with  respect to such  series,  as the  "Security
Registrar."  Anything  herein to the contrary  notwithstanding,  the Company may
designate  one or more of its offices or an office of any  Affiliate  (including
the  Guarantor) as an office in which a register with respect to the  Securities
of one or more series, or any Tranche or Tranches thereof,  shall be maintained,
and the Company may designate itself or any Affiliate as the Security  Registrar
with respect to one or more of such series.  The Security Register shall be open
for inspection by the Trustee and the Company at all reasonable times.

                  Except as otherwise  specified as  contemplated by Section 301
with  respect to the  Securities  of any series,  or any Tranche  thereof,  upon
surrender for registration of transfer of any Security of such series or Tranche
at the office or agency of the Company  maintained  pursuant to Section 602 in a
Place of Payment for such series or Tranche,  the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or  transferees,  one or more new Securities of the same series and Tranche,  of
authorized denominations and of like tenor and aggregate principal amount.

                  Except as otherwise  specified as  contemplated by Section 301
with  respect to the  Securities  of any  series,  or any Tranche  thereof,  any
Security of such series or Tranche may be  exchanged at the option of the Holder
for one or more new  Securities  of the same series and Tranche,  of  authorized
denominations and of like tenor and aggregate  principal amount,  upon surrender
of the  Securities  to be exchanged  at any such office or agency.  Whenever any
Securities are so surrendered for exchange,  the Company shall execute,  and the
Trustee shall authenticate and deliver, the Securities,  which the Holder making
the exchange is entitled to receive.

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

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

                  Unless  otherwise  specified as  contemplated  by Section 301,
with respect to Securities  of any series,  or any Tranche  thereof,  no service
charge shall be made for any registration of transfer or exchange of Securities,
but the  Company  may require  payment of a sum  sufficient  to cover any tax or
other   governmental   charge  that  may  be  imposed  in  connection  with  any
registration  of  transfer  or  exchange  of  Securities,  other than  exchanges
pursuant to Section 304, 406 or 1206 not involving any transfer.

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

                                      -18-
<PAGE>

SECTION 306.             MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

                  If there shall be delivered to the Company,  the Guarantor and
the  Trustee (a)  evidence to their  satisfaction  of the  ownership  of and the
destruction, loss or theft of any Security and (b) such security or indemnity as
may be reasonably  required by them to save each of them and any agent of any of
them harmless, then, in the absence of notice to the Company or the Trustee that
such  Security has been  acquired by a bona fide  purchaser,  the Company  shall
execute and the Trustee  shall  authenticate  and  deliver,  in lieu of any such
destroyed,  lost or stolen  Security,  a new  Security  of the same  series  and
Tranche,  and of like  tenor and  principal  amount  and  bearing  a number  not
contemporaneously outstanding.

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

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

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

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

SECTION 307.             PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                  Unless otherwise  provided as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, interest on any
Security which is payable,  and is punctually  paid or duly provided for, on any
Interest  Payment  Date shall be paid to the Person in whose name that  Security
(or one or more  Predecessor  Securities) is registered at the close of business
on the Regular Record Date for such interest.

                  [Subject to Section  312,] any interest on any Security of any
series which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
to be payable  to the Holder on the  related  Regular  Record  Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company,
at its election in each case, as provided in clause (a) or (b) below:

                           (a) The  Company  may  elect to make  payment  of any
                  Defaulted   Interest   to  the  Persons  in  whose  names  the
                  Securities  of such  series (or their  respective  Predecessor
                  Securities)  are registered at the close of business on a date
                  (a "Special  Record  Date") for the payment of such  Defaulted
                  Interest,  which shall be fixed in the following  manner.  The
                  Company  shall  notify the Trustee in writing of the amount of
                  Defaulted  Interest  proposed  to be paid on each  Security of
                  such series and the date of the proposed  payment,  and at the
                  same time the Company,  as the case may be, 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

                                      -19-
<PAGE>

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

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

                  Subject  to the  foregoing  provisions  of  this  Section  and
Section 305, each Security  delivered under this Indenture upon  registration of
transfer of or in exchange for or in lieu of any other  Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

SECTION 308.             PERSONS DEEMED OWNERS.

                  Prior to due  presentment  of a Security for  registration  of
transfer,  the Company,  the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such  Security is  registered as the absolute
owner of such Security for the purpose of receiving  payment of principal of and
premium, if any, and (subject to Sections 305 and 307) interest, if any, on such
Security and for all other purposes whatsoever,  whether or not such Security be
overdue, and none of the Company, the Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary.

SECTION 309.             CANCELLATION.

                  All   Securities   surrendered   for   payment,    redemption,
registration  of transfer or  exchange  or for credit  against any sinking  fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and, if not theretofore  canceled,  shall be promptly canceled by
the Trustee. The Company may at any time deliver to the Trustee for cancellation
any  Securities  previously  authenticated  and  delivered  hereunder  which the
Company may have  acquired in any manner  whatsoever  or which the Company shall
not have issued and sold,  and all  Securities  so  delivered  shall be promptly
canceled by the Trustee.  No Securities  shall be authenticated in lieu of or in
exchange  for any  Securities  canceled as provided in this  Section,  except as
expressly  permitted  by this  Indenture.  All canceled  Securities  held by the
Trustee  shall  be  disposed  of in  accordance  with  the  Trustee's  customary
procedures,  and the Trustee shall promptly deliver a certificate of disposition
to the  Company  unless,  by a Company  Order,  the  Company  shall  direct that
canceled Securities be returned to it.

SECTION 310.             COMPUTATION OF INTEREST.

                  Except as otherwise  specified as  contemplated by Section 301
for Securities of any series, or Tranche thereof,  interest on the Securities of
each  series  shall be  computed on the basis of a 360-day  year  consisting  of
twelve 30-day  months,  and with respect to any period less than a full calendar
month, on the basis of the actual number of days elapsed during such period.



                                      -20-
<PAGE>


SECTION 311.             PAYMENT TO BE IN PROPER CURRENCY.

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

[SECTION 312.            EXTENSION OF INTEREST PAYMENT.

                  The  Company  shall have the right at any time,  so long as no
Event of Default  hereunder has occurred and is  continuing  with respect to the
Securities of any series,  to extend interest  payment periods from time to time
on all Securities of such series, if so specified as contemplated by Section 301
with  respect  to such  Securities  and upon such terms as may be  specified  as
contemplated by Section 301 with respect to such Securities.]

[SECTION 313.            ADDITIONAL INTEREST.

                  So long as any Preferred Securities remain outstanding, if the
Trust which  issued such  Preferred  Securities  shall be required to pay,  with
respect to its income  derived from the interest  payments on the  Securities of
any series, any amounts for or on account of any taxes,  duties,  assessments or
governmental  charges of whatever  nature imposed by the United  States,  or any
other taxing authority, then, in any such case, the Company will pay as interest
on such  series  such  additional  interest  ("Additional  Interest")  as may be
necessary  in order that the net  amounts  received  and  retained by such Trust
after the payment of such taxes,  duties,  assessments or  governmental  charges
shall  result in such  Trust's  having  such  funds as it would  have had in the
absence of any such payments.]

                  [Whenever  in  this  Indenture  there  is  mentioned,  in  any
context, the payment of interest on the Securities, such mention shall be deemed
to include  the  payment of  Additional  Interest  to the extent  that,  in such
context, Additional Interest is, was or would be payable in respect thereof.]

                                  ARTICLE FOUR

                            REDEMPTION OF SECURITIES

SECTION 401.             APPLICABILITY OF ARTICLE.

                  Securities of any series,  or any Tranche  thereof,  which are
redeemable  before their Stated  Maturity shall be redeemable in accordance with
their terms and (except as otherwise  specified as  contemplated  by Section 301
for Securities of such series or Tranche) in accordance with this Article.

SECTION 402.             ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem any Securities  shall be
evidenced by a Board Resolution or an Officer's Certificate.  The Company shall,
at least 45 days prior to the  Redemption  Date fixed by the  Company  (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee [and in
the case of Securities of a series held by a Trust,  the Property  Trustee under
the  related  Trust  Agreement]  in writing of such  Redemption  Date and of the
principal  amount  of  such  Securities  to be  redeemed.  In  the  case  of any
redemption of Securities (a) prior

                                      -21-
<PAGE>


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

SECTION 403.             SELECTION OF SECURITIES TO BE REDEEMED.

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

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

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

SECTION 404.             NOTICE OF REDEMPTION.

                  Notice of redemption  shall be given in the manner provided in
Section 106 to the  Holders of  Securities  to be redeemed  not less than 30 nor
more than 60 days prior to the Redemption Date.

                  All notices of redemption shall state:

                           (a) the Redemption Date,

                           (b) the Redemption Price,

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

                           (d) that on the Redemption Date the Redemption Price,
                  together  with  accrued  interest,  if any, to the  Redemption
                  Date,  will become due and payable upon each such  Security to
                  be redeemed and, if  applicable,  that  interest  thereon will
                  cease to accrue on and after said date,

                           (e) the place or places where such  Securities are to
                  be surrendered for payment of the Redemption Price and accrued
                  interest,  if any,  unless  it shall  have been  specified  as
                  contemplated  by Section 301 with  respect to such  Securities
                  that such surrender shall not be required,

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

                           (g) such  other  matters  as  the  Company shall deem
                  desirable or appropriate.

                                      -22-
<PAGE>


                  Unless  otherwise  specified with respect to any Securities in
accordance  with  Section  301,  with  respect  to any notice of  redemption  of
Securities  at the  election  of the  Company,  unless,  upon the giving of such
notice,  such  Securities  shall be deemed to have been paid in accordance  with
Section 701,  such notice may state that such  redemption  shall be  conditional
upon the receipt by the Paying Agent or Agents for such Securities,  on or prior
to the date fixed for such redemption,  of money sufficient to pay the principal
of and premium,  if any, and interest,  if any, on such  Securities  and that if
such money shall not have been so received  such notice  shall be of no force or
effect and the Company shall not be required to redeem such  Securities.  In the
event that such notice of redemption contains such a condition and such money is
not so received,  the redemption  shall not be made and within a reasonable time
thereafter  notice  shall be  given,  in the  manner  in  which  the  notice  of
redemption  was given,  that such money was not so received and such  redemption
was not required to be made.

                  Notice of  redemption  of  Securities  to be  redeemed  at the
election of the Company,  and any notice of  non-satisfaction of a condition for
redemption as aforesaid,  shall be given by the Company or, on Company  Request,
by the Trustee in the name and at the expense of the Company.

SECTION 405.             SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption  having been given as aforesaid,  and the
conditions,  if any,  set  forth  in such  notice  having  been  satisfied,  the
Securities or portions  thereof so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein  specified,  and from and
after such date (unless,  in the case of an unconditional  notice of redemption,
the Company  shall  default in the payment of the  Redemption  Price and accrued
interest,  if any) such  Securities or portions  thereof,  if  interest-bearing,
shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance  with such notice,  such Security or portion thereof shall be paid
by the Company at the Redemption Price,  together with accrued interest, if any,
to the Redemption  Date;  provided,  however,  that no such surrender shall be a
condition to such payment if so  specified as  contemplated  by Section 301 with
respect to such  Security;  and  provided,  further,  that  except as  otherwise
specified  as  contemplated  by Section 301 with respect to such  Security,  any
installment of interest on any Security the Stated Maturity of which installment
is on or prior to the  Redemption  Date  shall be  payable to the Holder of such
Security, or one or more Predecessor Securities, registered as such at the close
of business on the related  Regular  Record Date  according to the terms of such
Security and subject to the provisions of Sections 305 and 307.

SECTION 406.             SECURITIES REDEEMED IN PART.

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

                                  ARTICLE FIVE

                                  SINKING FUNDS

SECTION 501.             APPLICABILITY OF ARTICLE.

                  The  provisions  of this Article  shall be  applicable  to any
sinking fund for the retirement of the Securities of any series,  or any Tranche
thereof,  except as  otherwise  specified  as  contemplated  by Section  301 for
Securities of such series or Tranche.

                  The minimum amount of any sinking fund payment provided for by
the  terms of  Securities  of any  series,  or any  Tranche  thereof,  is herein
referred to as a "mandatory sinking fund payment",  and any payment in excess of
such minimum  amount  provided for by the terms of Securities of any series,  or

                                      -23-
<PAGE>


any  Tranche  thereof,  is  herein  referred  to as an  "optional  sinking  fund
payment".  If provided  for by the terms of  Securities  of any  series,  or any
Tranche  thereof,  the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 502. Each sinking fund payment shall be applied
to the  redemption of Securities of the series or Tranche in respect of which it
was made as provided for by the terms of such Securities.

SECTION 502.             SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

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

SECTION 503.             REDEMPTION OF SECURITIES FOR SINKING FUND.

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

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

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

                           (c) the aggregate sinking fund payment;

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

                           (e) the portion,  if any, of such  aggregate  sinking
                  fund  payment  which  is to be  satisfied  by  delivering  and
                  crediting  Securities  of such  series or Tranche  pursuant to
                  Section  502 and  stating  the basis for such  credit and that
                  such Securities have not previously been so credited,  and the
                  Company shall also deliver to the Trustee any Securities to be
                  so delivered.  If the Company shall not deliver such Officer's
                  Certificate, the next succeeding sinking fund payment for such
                  series or Tranche shall be made entirely in cash in the amount
                  of the mandatory  sinking fund payment.  Not less than 30 days
                  before each such sinking  fund payment date the Trustee  shall
                  select the  Securities  to be redeemed  upon such sinking fund
                  payment date in the manner  specified in Section 403 and cause
                  notice of the  redemption  thereof  to be given in the name of
                  and at the  expense of the  Company in the manner  provided in
                  Section  404.  Such  notice   having  been  duly  given,   the
                  redemption of such Securities shall be made upon the terms and
                  in the manner stated in Sections 405 and 406.

                                   ARTICLE SIX

                                    COVENANTS

SECTION 601.             PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

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

                                      -24-
<PAGE>


SECTION 602.             MAINTENANCE OF OFFICE OR AGENCY.

                  The  Company  shall  maintain in each Place of Payment for the
Securities  of each series,  or any Tranche  thereof,  an office or agency where
payment of such  Securities  shall be made or  surrendered  for  payment,  where
registration  of transfer or exchange  of such  Securities  may be effected  and
where  notices and demands to or upon the Company in respect of such  Securities
and this  Indenture may be served.  The Company shall give prompt written notice
to the Trustee of the  location,  and any change in the  location,  of each such
office or agency and  prompt  notice to the  Holders  of any such  change in the
manner  specified  in  Section  106.  If at any time the  Company  shall fail to
maintain  any such  required  office or agency in respect of  Securities  of any
series,  or any Tranche  thereof,  or shall fail to furnish the Trustee with the
address  thereof,  payment  of such  Securities  may be  made,  registration  of
transfer or exchange  thereof may be effected and notices and demands in respect
thereby may be served at the Corporate Trust Office of the Trustee,  and each of
the Company  hereby  appoints the Trustee as its agent for all such  purposes in
any such event.

                  The Company may also from time to time  designate  one or more
other offices or agencies with respect to the  Securities of one or more series,
or any Tranche  thereof,  for any or all of the foregoing  purposes and may from
time  to  time  rescind  such  designations;  provided,  however,  that,  unless
otherwise  specified  as  contemplated  by  Section  301  with  respect  to  the
Securities of such series or Tranche, no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
for such  purposes in each Place of Payment for such  Securities  in  accordance
with the  requirements  set forth above.  The Company shall give prompt  written
notice to the Trustee,  and prompt notice to the Holders in the manner specified
in Section 106, of any such  designation  or rescission and of any change in the
location of any such other office or agency.

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

SECTION 603.             MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

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

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

                           (a) hold all sums held by it for the  payment  of the
                  principal  of and  premium,  if any, or  interest,  if any, on
                  Securities  of such series or Tranche 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;

                                      -25-
<PAGE>


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

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

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

                  Any money  deposited with the Trustee or any Paying Agent,  or
then held by the  Company,  in trust for the  payment  of the  principal  of and
premium,  if any, or interest,  if any, on any Security 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 on Company  Request,  or, if then
held by the Company, shall be discharged from such trust; and the Holder of such
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  payment  to the
Company,  may at the expense of the Company,  either (a) cause to be mailed,  on
one occasion only,  notice to such Holder that such money remains  unclaimed and
that, after a date specified therein,  which shall not be less than 30 days from
the date of such  mailing,  any unclaimed  balance of such money then  remaining
will be paid to the Company or (b) cause to be  published  once,  in a newspaper
published in the English  language,  customarily  published on each Business Day
and of general  circulation  in the Borough of Manhattan,  The City of New York,
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 publication,
any unclaimed balance of such money then remaining will be paid to the Company.

SECTION 604.             CORPORATE EXISTENCE.

                  Subject to the rights of the Company under Article Eleven, the
Company  shall do or cause to be done all things  necessary to preserve and keep
in full force and effect its corporate existence.

SECTION 605.             ANNUAL OFFICER'S CERTIFICATE

                  Not later than  ________  in each year,  commencing  ________,
____,  the Company shall deliver to the Trustee an Officer's  Certificate  which
need not comply with Section 102, executed by its principal  executive  officer,
principal  financial  officer  or  principal  accounting  officer,  as  to  such
officer's  knowledge  of such  obligor's  compliance  with  all  conditions  and
covenants under this Indenture,  such compliance to be determined without regard
to any period of grace or requirement of notice under this Indenture.

SECTION 606.             WAIVER OF CERTAIN COVENANTS.

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in

                           (a) Section 607,  608 or any covenant or  restriction
                  specified with respect to the Securities of any series, or any
                  Tranche thereof,  as contemplated by Section 301 or by Section
                  1201(b), if before the time for such compliance the Holders of
                  a majority in aggregate  principal  amount of the  Outstanding
                  Securities  of all series and  Tranches  with respect to which
                  compliance with such covenant or restriction is to be omitted,
                  considered as one class, shall, by Act of such Holders, either
                  waive such  compliance  in such  instance or  generally  waive
                  compliance with such term, provision or condition; and

                                      -26-
<PAGE>


                           (b) Section 604 or 1101,  if before the time for such
                  compliance  the Holders of a majority in  principal  amount of
                  Securities  Outstanding  under this Indenture shall, by Act of
                  such Holders, either waive such compliance in such instance or
                  generally  waive  compliance  with  such  term,  provision  or
                  condition;

but,  in either  case,  no such  waiver  shall  extend to or affect  such  term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective,  the obligations of the Company and the duties of
the Trustee in respect of any such term,  provision or condition shall remain in
full force and effect [; provided,  however, so long as a Trust holds Securities
of any  series,  such  Trust may not waive  compliance  or waive any  default in
compliance  by the Company  with any  covenant or other term  contained  in this
Indenture or the  Securities of such series  without the approval of the holders
of at least a majority in aggregate  liquidation  preference of the  outstanding
Preferred Securities issued by such Trust affected,  obtained as provided in the
Trust Agreement pertaining to such Trust.]

SECTION 607.             RESTRICTION ON PAYMENT OF DIVIDENDS.

                  So long  as any  Preferred  Securities  of any  series  remain
outstanding, if at such time (a) the Company shall be in default with respect to
its payment  obligations under the Trust Securities  Guarantee  relating to such
Preferred  Securities,  (b) there shall have occurred and be continuing an Event
of Default (whether before or after expiration of any period of grace) resulting
from a payment default hereunder or (c) the Company shall have elected to extend
any interest payment period as provided in Section 312, and any such period,  or
any  extension  thereof,  shall be  continuing,  then the Company  shall not (i)
declare or pay any dividends or distributions  on its capital stock,  other than
dividends  paid in shares of capital  stock Trust  Securities,  or (ii)  redeem,
purchase,  acquire  or make a  liquidation  payment  with  respect  to any Trust
Securities capital stock, or (iii) pay any principal, interest or premium on, or
repay,  repurchase  or redeem  any debt  securities  that are equal or junior in
right of payment to the Trust Securities.

[SECTION 608.            MAINTENANCE OF TRUST EXISTENCE.

                  So  long  as  Preferred   Securities   of  any  series  remain
outstanding,  the Company shall (i) maintain direct or indirect ownership of all
interests in the Trust which issued such Preferred  Securities,  other than such
Preferred  Securities,  (ii) not  voluntarily  (to the extent  permitted by law)
dissolve,  liquidate  or  wind  up  such  Trust,  except  in  connection  with a
distribution  of the  Securities to the holders of the  Preferred  Securities in
liquidation  of such  Trust,  (iii)  remain the sole  Depositor  under the Trust
Agreement  (the  "Depositor")  of such Trust and timely  perform in all material
respects all of its duties as Depositor of such Trust,  and (iv) use  reasonable
efforts to cause such Trust to remain a business trust and otherwise continue to
be treated as a grantor trust for Federal income tax purposes, provided that any
permitted  successor  to the  Company  under this  Indenture  may succeed to the
Company's  duties as  Depositor  of such Trust;  and  provided  further that the
Company  may permit  such  Trust to  consolidate  or merge with or into  another
business trust or other permitted successor under the Trust Agreement pertaining
to such Trust so long as the Company agrees to comply with this Section 608 with
respect to such successor business trust or other permitted successor.]

[SECTION 609.            RIGHTS OF HOLDERS OF PREFERRED SECURITIES.

                  The  Company  agrees  that,  for  so  long  as  any  Preferred
Securities remain outstanding, its obligations under this Indenture will also be
for the benefit of the holders  from time to time of Preferred  Securities,  and
the  Company  acknowledges  and agrees  that such  holders  will be  entitled to
enforce  this  Indenture,  as third party  beneficiaries,  directly  against the
Company to the same extent as if such  holders of  Preferred  Securities  held a
principal  amount of Securities  equal to the stated  liquidation  amount of the
Preferred Securities held by such holders.]





                                      -27-
<PAGE>


                                  ARTICLE SEVEN

                           SATISFACTION AND DISCHARGE

SECTION 701.             SATISFACTION AND DISCHARGE OF SECURITIES.

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

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

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

                           (c) a  combination  of  (a)  or (b)  which  shall  be
                  sufficient,

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

                           (x) if such deposit shall have been made prior to the
                  Maturity of such Securities,  a Company Order stating that the
                  money and Eligible  Obligations  deposited in accordance  with
                  this  Section  shall be held in trust,  as provided in Section
                  603;

                           (y)  if   Eligible   Obligations   shall   have  been
                  deposited,  an Opinion  of  Counsel  to the  effect  that such
                  obligations constitute Eligible Obligations and do not contain
                  provisions  permitting  the  redemption  or  other  prepayment
                  thereof at the option of the issuer thereof, and an opinion of
                  an  independent  public  accountant of  nationally  recognized
                  standing,  selected  by the  Company,  to the effect  that the
                  other  requirements set forth in clause (b) and (c) above have
                  been satisfied; and

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

                  Upon the deposit of money or Eligible Obligations, or both, in
accordance  with this Section,  together with the documents  required by clauses
(x), (y) and (z) above, the Trustee shall, upon Company Request,  acknowledge in
writing that such  Securities  or portions  thereof are deemed to have been paid
for all  purposes  of this  Indenture  and that the entire  indebtedness  of the
Company in respect  thereof has been satisfied and discharged as contemplated in
this Section. In the event that all of the conditions set forth in the preceding
paragraph  shall have been  satisfied in respect of any  Securities  or portions
thereof  except that,  for any reason,  the Officer's  Certificate  specified in
clause  (z)  (if  otherwise  required)  shall  not  have  been  delivered,  such
Securities or portions  thereof shall  nevertheless  be deemed to have been paid
for all  purposes  of this  Indenture,  and the  Holders of such  Securities  or
portions  thereof  shall  nevertheless  be no longer  entitled  to the  benefits
provided by this Indenture or of any of the

                                      -28-
<PAGE>


covenants of the Company under  Article Six (except the  covenants  contained in
Sections 602 and 603) or any other  covenants made in respect of such Securities
or portions thereof as contemplated by Section 301 or Section  1201(b),  but the
indebtedness  of the Company in respect of such  Securities or portions  thereof
shall not be deemed to have been satisfied and discharged  prior to Maturity for
any other purpose;  and, upon Company Request,  the Trustee shall acknowledge in
writing that such  Securities  or portions  thereof are deemed to have been paid
for all purposes of this Indenture.

                  If  payment  at  Stated  Maturity  of  less  than  all  of the
Securities of any series,  or any Tranche thereof,  is to be provided for in the
manner and with the effect  provided in this  Section,  the Trustee shall select
such  Securities,  or  portions  of  principal  amount  thereof,  in the  manner
specified  by Section  403 for  selection  for  redemption  of less than all the
Securities of a series or Tranche.

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

                  Notwithstanding  that any  Securities  shall be deemed to have
been paid for purposes of this Indenture,  as aforesaid,  the obligations of the
Company and the Trustee in respect of such  Securities  under Sections 304, 305,
306, 404, 602, 603, 907 and 914 and this Article shall survive.

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

                  Anything  herein to the contrary  notwithstanding,  (a) if, at
any time after a Security would be deemed to have been paid for purposes of this
Indenture,  and,  if such is the case,  the  Company's  indebtedness  in respect
thereof would be deemed to have been satisfied and discharged,  pursuant to this
Section (without regard to the provisions of this paragraph), the Trustee or any
Paying  Agent,  as the case may be, (i) shall be required to return the money or
Eligible Obligations,  or combination thereof, deposited with it as aforesaid to
the  Company  or its  representative  under  any  applicable  Federal  or  State
bankruptcy,  insolvency  or other  similar  law, or (ii) are unable to apply any
money in accordance  with this Article with respect to any  Securities by reason
of any order or  judgment  of any  court or  governmental  authority  enjoining,
restraining  or otherwise  prohibiting  such  application,  such Security  shall
thereupon be deemed retroactively not to have been paid and any satisfaction and
discharge of the Company's  indebtedness in respect thereof shall  retroactively
be deemed not to have been effected, and such Security shall be deemed to remain
Outstanding and (b) any satisfaction and discharge of the Company's indebtedness
in  respect of any  Security  shall be  subject  to the  provisions  of the last
paragraph of Section 603.

SECTION 702.             SATISFACTION AND DISCHARGE OF INDENTURE.

                  This  Indenture  shall  upon  Company  Request  cease to be of
further effect (except as hereinafter  expressly provided),  and the Trustee, at
the expense of the Company,  shall execute such instruments as the Company shall
reasonably request to evidence and acknowledge the satisfaction and discharge of
this Indenture, when:

                           (a) no Securities remain Outstanding hereunder; and

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



                                      -29-
<PAGE>


provided,  however,  that if, in accordance  with the last  paragraph of Section
701,  any  Security,  previously  deemed to have been paid for  purposes of this
Indenture,  shall  be  deemed  retroactively  not to  have  been so  paid,  this
Indenture shall thereupon be deemed retroactively not to have been satisfied and
discharged,  as  aforesaid,  and to remain in full  force  and  effect,  and the
Company  shall  execute  and  deliver  such  instruments  as the  Trustee  shall
reasonably request to evidence and acknowledge the same.

                  Notwithstanding   the   satisfaction  and  discharge  of  this
Indenture as  aforesaid,  the  obligations  of the Company and the Trustee under
Sections  304,  305,  306,  404,  602,  603, 907 and 914 and this Article  shall
survive.

                  Upon  satisfaction and discharge of this Indenture as provided
in this  Section,  the Trustee shall turn over to the Company any and all money,
securities  and other  property  then held by the Trustee for the benefit of the
Holders of the Securities (other than money and Eligible Obligations held by the
Trustee  pursuant to Section  703) and shall  execute and deliver to the Company
such  instruments  as,  in the  judgment  of the  Company,  shall be  necessary,
desirable or appropriate to effect or evidence the satisfaction and discharge of
this Indenture.

SECTION 703.             APPLICATION OF TRUST MONEY.

                  Neither  the  Eligible  Obligations  nor the  money  deposited
pursuant to Section  701,  nor the  principal  or interest  payments on any such
Eligible Obligations, shall be withdrawn or used for any purpose other than, and
shall be held in trust for, the payment of the principal of and premium, if any,
and interest,  if any, on the Securities or portions of principal amount thereof
in  respect  of which  such  deposit  was made,  all  subject,  however,  to the
provisions of Section 603; provided,  however,  that any cash received from such
principal or interest payments on such Eligible Obligations,  if not then needed
for such purpose,  shall, to the extent practicable and upon Company Request and
delivery to the Trustee of the documents  referred to in clause (y) in the first
paragraph  of Section  701,  be invested  in  Eligible  Obligations  of the type
described  in clause (b) in the first  paragraph of Section 701 maturing at such
times and in such amounts as shall be sufficient, together with any other moneys
and the proceeds of any other Eligible  Obligations then held by the Trustee, to
pay when due the principal of and premium, if any, and interest, if any, due and
to  become  due on such  Securities  or  portions  thereof  on and  prior to the
Maturity thereof,  and interest earned from such reinvestment shall be paid over
to the Company as  received,  free and clear of any trust,  lien or pledge under
this Indenture (except the lien provided by Section 907); and provided, further,
that any moneys held in accordance with this Section on the Maturity of all such
Securities in excess of the amount required to pay the principal of and premium,
if any, and interest,  if any, then due on such Securities shall be paid over to
the Company  free and clear of any trust,  lien or pledge  under this  Indenture
(except the lien provided by Section 907);  and  provided,  further,  that if an
Event of Default shall have occurred and be  continuing,  moneys to be paid over
to the  Company  pursuant  to this  Section  shall be held  until  such Event of
Default shall have been waived or cured.

                                  ARTICLE EIGHT

                           EVENTS OF DEFAULT; REMEDIES

SECTION 801.             EVENTS OF DEFAULT.

                  "Event of  Default",  wherever  used  herein  with  respect to
Securities of any series, means any one of the following events:

                           (a)  default  in  the  payment  of  any  interest  [,
                  including  any  Additional  Interest,] on any Security of such
                  series  when it  becomes  due  and  payable  [(whether  or not
                  payment  is  prohibited  by the  subordination  provisions  of
                  Article Fifteen)] and continuance of such default for a period
                  of 30 days; [provided,  however, that a valid extension of the
                  interest  payment  period by the  Company as  contemplated  in
                  Section 312 of this  Indenture  shall not constitute a default
                  in the payment of interest for this purpose;] or

                           (b)  default in the  payment of the  principal  of or
                  premium,  if  any,  on any  Security  of such  series  when it
                  becomes due and payable [(whether or not payment is prohibited
                  by the subordination provisions of Article Fifteen)]; or


                                      -30-
<PAGE>


                           (c) default in the  performance of, or breach of, any
                  covenant or warranty of the Company in this  Indenture  (other
                  than a covenant  or warranty a default in the  performance  of
                  which  or  breach  of  which  is  elsewhere  in  this  Section
                  specifically  dealt with or which has expressly  been included
                  in this Indenture solely for the benefit of one or more series
                  of Securities  other than such series) and continuance of such
                  default or breach for a period of 90 days after there has been
                  given,  by registered or certified mail, to the Company by the
                  Trustee,  or to the  Company and the Trustee by the Holders of
                  at least 25% in principal amount of the Outstanding Securities
                  of such series,  a written notice  specifying  such default or
                  breach and  requiring  it to be remedied and stating that such
                  notice is a "Notice of Default" hereunder, unless the Trustee,
                  or the  Trustee  and the  Holders  of a  principal  amount  of
                  Securities of such series not less than the  principal  amount
                  of  Securities  the Holders of which gave such notice,  as the
                  case may be,  shall agree in writing to an  extension  of such
                  period prior to its expiration;  provided,  however,  that the
                  Trustee,  or the  Trustee  and the  Holders of such  principal
                  amount of Securities of such series, as the case may be, shall
                  be deemed to have  agreed to an  extension  of such  period if
                  corrective action is initiated by the Company or the Guarantor
                  within such period and is being diligently pursued; or

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

                           (e) the  commencement  by the  Company of a voluntary
                  case or  proceeding  under  any  applicable  Federal  or State
                  bankruptcy, insolvency, reorganization or other similar law or
                  of any other case or proceeding  to be  adjudicated a bankrupt
                  or insolvent,  or the consent by the Company to the entry of a
                  decree or order for relief in respect of the Company in a case
                  or   proceeding   under  any   applicable   Federal  or  State
                  bankruptcy, insolvency, reorganization or other similar law or
                  to the  commencement  of any bankruptcy or insolvency  case or
                  proceeding against the Company 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 any substantial part of
                  its  property,  or the making by the Company of an  assignment
                  for the benefit of creditors,  or the admission by the Company
                  in writing of its inability to pay its debts generally as they
                  become due, or the  authorization  of such action by the Board
                  of Directors of the Company; or

                           (f) any other Event of Default specified with respect
                  to Securities of such series.

SECTION 802.             ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  If an Event of Default  shall have  occurred and be continuing
with respect to Securities of any series at the time Outstanding,  then in every
such case the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding  Securities of such series may declare the principal amount (or,
if any of the Securities of such series are Discount Securities, such portion of
the principal amount of such Securities as may be specified in the terms thereof
as  contemplated  by Section 301) of all of the  Securities of such series to be
due and payable immediately (provided that the payment of principal and interest
on such  Securities  shall remain  subordinated  to the extent  provided in this
Indenture),  by a notice in writing to the Company  (and to the Trustee if given
by Holders),  and upon receipt by the Company of notice of such declaration such
principal amount (or specified amount) shall become immediately due and payable;
provided,  however,  that if an Event of  Default  shall  have  occurred  and be
continuing  with respect to more than one series of  Securities,  the Trustee or
the  Holders  of  not  less  than  25%  in  aggregate  principal  amount  of the
Outstanding  Securities of all such series,  considered  as one class,  may make
such

                                      -31-
<PAGE>


declaration of acceleration, and not the Holders of the Securities of any one of
such  series  (provided  that the  payment of  principal  and  interest  on such
Securities shall remain subordinated to the extent provided in this Indenture).

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

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

                                    (1)   all   overdue   interest    [including
                           Additional  Interest],  if any, on all  Securities of
                           such series then Outstanding;

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

                                    (3) to  the  extent  that  payment  of  such
                           interest is lawful, interest upon overdue interest at
                           the  rate  or  rates  prescribed   therefor  in  such
                           Securities;

                                    (4) all  amounts  due to the  Trustee  under
                           Section 907;

                  and

                           (b) all Events of Default with respect to  Securities
                  of such series, other than the non-payment of the principal of
                  Securities  of such series  which shall have become due solely
                  by such declaration of acceleration,  shall have been cured or
                  waived as provided in Section 813.

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

SECTION 803.    COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

                  If an Event  of  Default  described  in  clause  (a) or (b) of
Section 801 shall have occurred,  the Company shall, upon demand of the Trustee,
pay to it, for the benefit of the Holders of the  Securities  of the series with
respect to which such Event of Default  shall have  occurred,  the whole  amount
then due and payable on such  Securities for principal and premium,  if any, and
interest,  if any, and, to the extent permitted by law, interest on premium,  if
any, and on any overdue principal and interest,  at the rate or rates prescribed
therefor in such Securities,  and, in addition  thereto,  such further amount as
shall be sufficient to cover any amounts due to the Trustee under Section 907.

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

                  If an Event of  Default  with  respect  to  Securities  of any
series shall have occurred and be continuing,  the Trustee may in its discretion
proceed  to protect  and  enforce  its  rights and the rights of the  Holders of
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.

                                      -32-
<PAGE>


SECTION 804.             TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In  case  of the  pendency  of any  receivership,  insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial  proceeding relative to the Company or any other obligor upon the
Securities  or the  property  of the  Company or of such other  obligor or their
creditors,  the Trustee (irrespective of whether the principal of the Securities
shall  then be due  and  payable  as  therein  expressed  or by  declaration  or
otherwise and  irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue  principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                           (a) to file and prove a claim for the whole amount of
                  principal,  premium,  if any, and interest,  if any, owing and
                  unpaid in  respect  of the  Securities  and to file such other
                  papers or  documents as may be necessary or advisable in order
                  to have the  claims of the  Trustee  (including  any claim for
                  amounts  due to the  Trustee  under  Section  907)  and of the
                  Holders allowed in such judicial proceeding, and

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

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each  Holder to make such  payments  to the  Trustee  and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amounts due it under Section 907.

                  Nothing  herein  contained  shall be deemed to  authorize  the
Trustee  to  authorize  or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities  or the rights of any Holder  thereof or to authorize  the Trustee to
vote in  respect of the claim of any  Holder in any such  proceeding;  provided,
however,  that the  Trustee  may,  on  behalf of the  Holders,  be a member of a
creditors' or similar other committee.

SECTION 805.        TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 806.             APPLICATION OF MONEY COLLECTED.

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

                  FIRST: To the payment of all amounts due the Trustee under
                  Section 907;

                  SECOND:  Subject to the provisions of Article Fifteen,  to the
         payment of the  amounts  then due and unpaid  upon the  Securities  for
         principal of and premium,  if any, and interest  [including  Additional
         Interest], if any, in respect of which or for the benefit of which such
         money has been collected,  ratably,  without  preference or priority of
         any kind,  according to the amounts due and payable on such  Securities
         for principal, premium, if any, and interest, if any, respectively;

                                      -33-
<PAGE>


                  THIRD: To the payment of the remainder, if any, to the Company
         or to whomsoever may be lawfully  entitled to receive the  same or as a
         court of competent jurisdiction may direct.

SECTION 807.             LIMITATION ON SUITS.

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

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

                           (b) the Holders of 25% in aggregate  principal amount
                  of the  Outstanding  Securities  of all  series in  respect of
                  which  an  Event  of  Default   shall  have  occurred  and  be
                  continuing,  considered as one class,  shall have made written
                  request to the Trustee to institute  proceedings in respect of
                  such Event of Default in its own name as Trustee hereunder;

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

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

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

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

SECTION 808.             UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                         PREMIUM AND INTEREST.

                  Notwithstanding  any other  provision in this  Indenture,  the
Holder  of  any   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 [and 312]) interest [including Additional Interest],  if
any, on such  Security on the Stated  Maturity or  Maturities  expressed in such
Security  (or,  in the  case  of  redemption,  on the  Redemption  Date)  and to
institute suit for the  enforcement  of any such payment,  and such rights shall
not be impaired without the consent of such Holder. [In addition, in the case of
Securities of a series held by a Trust, a holder of Preferred  Trust  Securities
may directly institute a proceeding for enforcement of payment to such holder of
principal of or interest on the  Securities  having a principal  amount equal to
the aggregate liquidation preference amount of the Preferred Trust Securities of
such  holder  on or  after  the  due  dates  specified  or  provided  for in the
Securities.

SECTION 809.             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  shall have
been  discontinued  or abandoned for any reason,  or shall have been  determined
adversely to the Trustee or to such Holder, then and in every such case, subject
to any  determination  in such  proceeding,  the  Company,  the Trustee and such
Holder shall be restored  severally and  respectively to their former  positions
hereunder and  thereafter all rights and remedies of the Trustee and such Holder
shall continue as though no such proceeding had been instituted.

                                      -34-
<PAGE>


SECTION 810.             RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise  provided in the last paragraph of Section
306, no right or remedy herein  conferred  upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy,  and every
right and remedy shall,  to the extent  permitted by law, be  cumulative  and in
addition to every other right and remedy  given  hereunder  or now or  hereafter
existing at law or in equity or  otherwise.  The  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 811.             DELAY OR OMISSION NOT WAIVER.

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

SECTION 812.             CONTROL BY HOLDERS OF SECURITIES.

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

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

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

SECTION 813.             WAIVER OF PAST DEFAULTS.

                  The Holders of not less than a majority in aggregate principal
amount of the Outstanding  Securities of any series may on behalf of the Holders
of all the  Securities  of such series  waive any past  default  hereunder  with
respect to such series and its consequences, except a default

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

                           (b) in  respect  of a covenant  or  provision  hereof
                  which under Section 1202 cannot be modified or amended without
                  the consent of the Holder of each Outstanding Security of such
                  series affected.

; provided, however, that so long as a Trust holds the Securities of any series,
such  Trust may not waive any past  default  without  the  consent of at least a
majority  in  aggregate  liquidation  preference  of the  outstanding  Preferred
Securities  issued by such Trust  affected,  obtained  as  provided in the Trust
Agreement  pertaining to such Trust. Any such waiver by holders of a majority in
aggregate  liquidation  preference of outstanding Preferred Securities issued by
any such  Trust  shall be deemed to be on behalf  of all  holders  of  Preferred
Securities issued by any such Trust.]

                                      -35-
<PAGE>


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

SECTION 814.             UNDERTAKING FOR COSTS.

                  The  Company  and the  Trustee  agree,  and each Holder by his
acceptance  thereof  shall be deemed to have  agreed,  that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this  Indenture,  or in any suit  against  the  Trustee  for any  action  taken,
suffered or omitted by it as Trustee,  the filing by any party  litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs,  including  reasonable  attorneys' fees,
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,  in each case
in the manner,  to the extent,  and  subject to the  exceptions  provided in the
Trust Indenture Act; provided,  that the provisions of this Section shall not be
deemed to authorize any court to require such an  undertaking or to make such an
assessment in any suit instituted by the Company.

SECTION 815.             WAIVER OF USURY, 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  usury,  stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the  covenants  or the  performance  of this  Indenture;  and each of 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 NINE

                                   THE TRUSTEE

SECTION 901.             CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a)      Except during the continuance of an Event of  Default
with respect to Securities of any series,

                  (1)  the  Trustee  undertakes  to  perform,  with  respect  to
         Securities  of such  series,  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,
         with respect to Securities of such series, conclusively rely, as to the
         truth of the statements and the  correctness of the opinions  expressed
         therein,  upon  certificates  or opinions  furnished to the Trustee and
         conforming to the  requirements of this  Indenture;  but in the case of
         any such  certificates  or opinions  which by any provision  hereof are
         specifically required to be furnished to the Trustee, the Trustee shall
         be under a duty to examine  the same to  determine  whether or not they
         conform to the requirements of this Indenture.

                  (b) In case an Event of Default with respect to  Securities of
any series shall have occurred and be  continuing,  the Trustee shall  exercise,
with respect to Securities of such series,  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;

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<PAGE>


                  (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 or omitted to be taken by it in good faith in accordance with the
         direction  of the  Holders of a  majority  in  principal  amount of the
         Outstanding  Securities of any one or more series,  as provided herein,
         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
         Securities of such series; and

                  (4) no provision of this  Indenture  shall require the Trustee
         to  expend  or risk its own  funds or  otherwise  incur  any  financial
         liability in the performance of any of its duties hereunder,  or in the
         exercise  of any of its rights or powers,  if it shall have  reasonable
         grounds  for  believing  that  repayment  of  such  funds  or  adequate
         indemnity  against such risk or liability is not reasonably  assured to
         it.

                  (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.

SECTION 902.             NOTICE OF DEFAULTS.

                  The Trustee  shall give notice of any default  hereunder  with
respect to the  Securities  of any series to the Holders of  Securities  of such
series in the manner and to the extent  required to do so by the Trust Indenture
Act,  unless such default  shall have been cured or waived;  provided,  however,
that in the case of any default of the character specified in Section 801(c), no
such  notice  to  Holders  shall be given  until  at  least  90 days  after  the
occurrence  thereof.  For the purpose of this Section,  the term "default" means
any event which is, or after notice or lapse of time, or both, would become,  an
Event of Default with respect to the Securities of such series.

SECTION 903.             CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Section 901 and to the applicable
provisions of the Trust Indenture Act:

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

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

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

                           (d) the  Trustee  may  consult  with  counsel and the
                  written 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 Holder  pursuant
                  to this  Indenture,  unless such Holder  shall have offered to
                  the  Trustee  reasonable  security  or  indemnity  against the

                                      -37-
<PAGE>


                  costs,  expenses and liabilities which might be incurred by it
                  in compliance with such request or direction;

                           (f) the  Trustee  shall  not be  bound  to  make  any
                  investigation   into  the  facts  or  matters  stated  in  any
                  resolution,   certificate,   statement,  instrument,  opinion,
                  report,  notice,  request,  direction,  consent,  order, bond,
                  debenture, note, other evidence of indebtedness or other paper
                  or document, but the Trustee, in its discretion, may make such
                  further inquiry or investigation into such facts or matters as
                  it may see fit,  and, if the Trustee  shall  determine to make
                  such further  inquiry or  investigation,  it shall (subject to
                  applicable legal requirements) be entitled to examine,  during
                  normal business hours, the books,  records and premises of the
                  Company, personally or by agent or attorney;

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

                           (h) the Trustee  shall not be charged with  knowledge
                  of any Event of Default with respect to the  Securities of any
                  series for which it is acting as Trustee  unless  either (1) a
                  Responsible  Officer of the Trustee  assigned to the Corporate
                  Trustee  Administration  Department  and  agency  group of the
                  Trustee  (or  any  successor  division  or  department  of the
                  Trustee)  shall have actual  knowledge of the Event of Default
                  or (2) written notice of such Event of Default shall have been
                  given to the  Trustee by the  Company or any other  obligor on
                  such Securities, or by any Holder of such Securities.

SECTION 904.             NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

SECTION 905.             MAY HOLD SECURITIES.

                  Each of the  Trustee,  any  Authenticating  Agent,  any Paying
Agent,  any  Security  Registrar  or any  other  agent  of the  Company,  in its
individual or any other capacity,  may become the owner or pledgee of Securities
[and/or  Preferred  Securities]  and,  subject  to  Sections  908 and  913,  may
otherwise  deal with the  Company  with the same rights it would have if it were
not the Trustee,  Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

SECTION 906.             MONEY HELD IN TRUST.

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

SECTION 907.             COMPENSATION AND REIMBURSEMENT.

                  The Company agrees


                                      -38-
<PAGE>


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

                           (b) except as otherwise expressly provided herein, to
                  reimburse  the Trustee  upon its  request  for all  reasonable
                  expenses,  disbursements and advances  reasonably  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,  willful  misconduct  or bad
                  faith; and

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

                  As security  for the  performance  of the  obligations  of the
Company and the  Guarantor  under this  Section,  the Trustee  shall have a lien
prior to the  Securities  upon all  property  and funds held or collected by the
Trustee as such,  other than  property and funds held in trust under Section 703
(except moneys payable to the Company as provided in Section 703).

SECTION 908.             DISQUALIFICATION; CONFLICTING INTERESTS.

                  If the Trustee shall have or acquire any conflicting  interest
within the meaning of the Trust  Indenture  Act, it shall either  eliminate such
conflicting interest or resign to the extent, in the manner and with the effect,
and  subject to the  conditions,  provided in the Trust  Indenture  Act and this
Indenture.  For purposes of Section  310(b)(1) of the Trust Indenture Act and to
the extent permitted thereby, the Trustee, in its capacity as trustee in respect
of the  Securities  of any  series,  shall not be  deemed to have a  conflicting
interest  arising from its capacity as trustee in respect of (i) the  Securities
of any other series, (ii) the Trust Agreement and the Trust Securities Guarantee
Agreement pertaining to each Trust [OTHERS].

SECTION 909.             CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

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

                  (a) a corporation  organized and doing business under the laws
of the United States 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  and  subject to  supervision  or
examination by Federal, State or District of Columbia authority, or

                  (b) if and to the extent  permitted by the Commission by rule,
regulation or order upon  application,  a corporation or other Person  organized
and doing business under the laws of a foreign government, authorized under such
laws to exercise  corporate trust powers,  having a combined capital and surplus
of at least  $50,000,000  or the Dollar  equivalent  of the  applicable  foreign
currency and subject to  supervision or examination by authority of such foreign
government  or a  political  subdivision  thereof  substantially  equivalent  to
supervision or examination applicable to United States institutional trustees

and, in either case,  qualified  and  eligible  under this Article and the Trust
Indenture  Act. If such  corporation  publishes  reports of  condition  at least
annually,  pursuant  to  law or to  the  requirements  of  such  supervising  or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such  corporation  shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  If at
any  time  the  Trustee  shall  cease  to be  eligible  in  accordance  with the
provisions  of this  Section  and the  Trust  Indenture  Act,  it  shall  resign
immediately  in the  manner and with the effect  hereinafter  specified  in this
Article.

                                      -39-
<PAGE>


SECTION 910.             RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (a)  No   resignation   or  removal  of  the  Trustee  and  no
appointment  of a  successor  Trustee  pursuant  to this  Article  shall  become
effective  until the  acceptance  of  appointment  by the  successor  Trustee in
accordance with the applicable requirements of Section 911.

                  (b) The  Trustee  may  resign at any time with  respect to the
Securities  of one or more  series  by  giving  written  notice  thereof  to the
Company.  If the  instrument of acceptance  by a successor  Trustee  required by
Section 911 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 Securities of such series.

                  (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the  Outstanding  Securities  of such series  delivered to the  Trustee,  the
Company [; provided that so long as any Preferred Securities remain outstanding,
the Trust which issued such  Preferred  Securities  shall not execute any Act to
remove the Trustee without the consent of the holders of a majority in aggregate
liquidation preference of Preferred Securities issued by such Trust outstanding,
obtained as provided in the Trust Agreement pertaining to such Trust.]

                  (d)      If at any time:

                                    (1) the  Trustee  shall fail to comply  with
                           Section  908 after  written  request  therefor by the
                           Company  or by any  Holder  who has been a bona  fide
                           Holder for at least six months, or

                                    (2) the  Trustee  shall cease to be eligible
                           under  Section  909 or  Section  310(a)  of the Trust
                           Indenture  Act and shall fail to resign after written
                           request  therefor  by  the  Company  or by  any  such
                           Holder, or

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

then,  in any such case,  (x) the  Company by Board  Resolutions  may remove the
Trustee with respect to all Securities or (y) subject to Section 814, any Holder
who has been a bona  fide  Holder  for at least  six  months  may,  on behalf of
himself  and all others  similarly  situated,  petition  any court of  competent
jurisdiction  for the removal of the Trustee with respect to all  Securities and
the appointment of a successor Trustee or Trustees.

                  (e)  If  the  Trustee  shall  resign,  be  removed  or  become
incapable  of acting,  or if a vacancy  shall occur in the office of Trustee for
any cause (other than as  contemplated  by clause (y) in subsection  (d) or this
Section),  with respect to the Securities of one or more series, the Company, by
Board  Resolutions,  shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being  understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time  (subject to Section  915) there
shall be only one  Trustee  with  respect to the  Securities  of any  particular
series) and shall comply with the  applicable  requirements  of Section 911. If,
within  one  year  after  such  resignation,  removal  or  incapability,  or the
occurrence of such vacancy,  a successor  Trustee with respect to the Securities
of any  series  shall  be  appointed  by Act of the  Holders  of a  majority  in
principal  amount of the Outstanding  Securities of such series delivered to the
Company and the retiring  Trustee,  the  successor  Trustee so appointed  shall,
forthwith  upon  its  acceptance  of such  appointment  in  accordance  with the
applicable  requirements  of Section  911,  become the  successor  Trustee  with
respect to the  Securities  of such  series  and to that  extent  supersede  the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the  Securities  of any series shall have been so appointed by the Company or
the Holders and accepted  appointment in the manner required by Section 911, any
Holder who has been a bona fide Holder of a Security of such series for at least
six
                                      -40-
<PAGE>


months may, on behalf of itself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

                  (f) So long as no event which is, or after  notice or lapse of
time,  or both,  would  become,  an Event of Default  shall have occurred and be
continuing, and except with respect to a Trustee appointed by Act of the Holders
of a majority in  principal  amount of the  Outstanding  Securities  pursuant to
subsection  (e) of this  Section,  if the Company  shall have  delivered  to the
Trustee (i) Board  Resolutions  of the Company  appointing a successor  Trustee,
effective as of a date specified  therein,  and (ii) an instrument of acceptance
of such  appointment,  effective as of such date, by such  successor  Trustee in
accordance  with Section 911,  the Trustee  shall be deemed to have  resigned as
contemplated in subsection (b) of this Section,  the successor  Trustee shall be
deemed to have been appointed by the Company  pursuant to subsection (e) of this
Section  and  such  appointment  shall  be  deemed  to  have  been  accepted  as
contemplated  in Section 911, all as of such date,  and all other  provisions of
this  Section  and  Section  911  shall  be  applicable  to  such   resignation,
appointment  and  acceptance  except  to  the  extent   inconsistent  with  this
subsection (f).

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

SECTION 911.             ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

                                      -41-
<PAGE>

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

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

SECTION 912.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

SECTION 913.             PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  If the Trustee shall be or become a creditor of the Company or
any other obligor upon the  Securities  (other than by reason of a  relationship
described in Section  311(b) of the Trust  Indenture  Act), the Trustee shall be
subject  to any  and  all  applicable  provisions  of the  Trust  Indenture  Act
regarding the  collection of claims  against the Company,  the Guarantor or such
other obligor. For purposes of Section 311(b) of the Trust Indenture Act (a) the
term "cash  transaction" shall have the meaning provided in Rule 11b-4 under the
Trust  Indenture Act, and (b) the term  "self-liquidating  paper" shall have the
meaning provided in Rule 11b-6 under the Trust Indenture Act.

SECTION 914.             APPOINTMENT OF AUTHENTICATING AGENT.

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

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

                                      -42-
<PAGE>


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

                  Unless appointed at the request of the Company pursuant to the
last  paragraph  of  this  Section  914,  the  Trustee  agrees  to pay  to  each
Authenticating Agent from time to time reasonable  compensation for its services
under this Section,  and the Trustee shall be entitled to be reimbursed for such
payments, in accordance with and subject to the provisions of Section 907.

                  The   provisions  of  Sections  308,  904  and  905  shall  be
applicable to each Authenticating Agent.

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

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

                                -------------------------------------
                                As Trustee

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

                                By
                                  -----------------------------------
                                  Authorized Officer

                  If all of the  Securities  of a series  may not be  originally
issued at one  time,  and if the  Trustee  does not have an  office  capable  of
authenticating  Securities upon original  issuance located in a Place of Payment
where the Company wishes to have  Securities of such series  authenticated  upon
original issuance, the Trustee, if so requested by the Company in writing (which
writing  need not comply  with  Section  102 and need not be  accompanied  by an
Opinion of  Counsel),  shall  appoint,  in  accordance  with this Section and in
accordance  with such  procedures  as shall be  acceptable  to the  Trustee,  an
Authenticating  Agent having an office in a Place of Payment  designated  by the
Company with respect to such series of Securities.

SECTION 915.             CO-TRUSTEE AND SEPARATE TRUSTEES.

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



                                      -43-
<PAGE>


after the  receipt by it of a request so to do, or if an Event of Default  shall
have occurred and be continuing, the Trustee alone shall have power to make such
appointment.

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

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

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

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

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

                  (d) no  co-trustee  or  separate  trustee  hereunder  shall be
personally liable by reason of any act or omission of the Trustee,  or any other
such trustee hereunder, and the Trustee shall not be personally liable by reason
of any act or omission of any such co-trustee or separate trustee; and

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

                                   ARTICLE TEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 1001.            LISTS OF HOLDERS.

                  Semiannually,  not later than June 30 and  December 31 in each
year, and at such other times as the Trustee may request in writing, the Company
shall  furnish or cause to be  furnished  to the Trustee  information  as to the
names  and  addresses  of the  Holders,  and the  Trustee  shall  preserve  such
information  and similar  information  received by it in any other  capacity and
afford to the Holders  access to  information  so  preserved  by it, all to such
extent,  if any, and in such manner as shall be required by the Trust  Indenture
Act;  provided,  however,  that no such  list need be  furnished  so long as the
Trustee shall be the Security Registrar.

SECTION 1002.            REPORTS BY TRUSTEE AND COMPANY.

                  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 time and in the manner provided


                                      -44-
<PAGE>


pursuant  thereto.  Reports so required to be transmitted at stated intervals of
not more than 12 months shall be  transmitted  no later than November 15 in each
calendar  year with  respect  to the  12-month  period  ending on the  preceding
September 15 commencing September 15, 200_. A copy of each such report shall, at
the time of such  transmission  to Holders,  be filed by the  Trustee  with each
stock  exchange upon which any  Securities  are listed,  with the Commission and
with the Company.  The Company will notify the Trustee when any  Securities  are
listed on any stock exchange.

                  The Company  shall file with the Trustee  (within  thirty (30)
days after filing with the  Commission  in the case of reports that  pursuant to
the Trust  Indenture Act must be filed with the  Commission and furnished to the
Trustee) and transmit to the Holders, such other information,  reports and other
documents, if any, at such times and in such manner, as shall be required by the
Trust Indenture Act.

                                 ARTICLE ELEVEN

              CONSOLIDATION, MERGER, CONVEYANCE, OR OTHER TRANSFER

SECTION 1101.            COMPANY MAY CONSOLIDATE, ETC.,
                         ONLY ON CERTAIN TERMS.

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

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

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

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

SECTION 1102.            SUCCESSOR PERSON SUBSTITUTED.

                  Upon any  consolidation  by the Company  with or merger by the
Company into any other Person or any  conveyance  or other  transfer or lease of
the  properties  and  assets of the  Company  substantially  as an  entirety  in
accordance with Section 1101, the successor Person formed by such  consolidation
or into which the Company, is merged or the Person to which such conveyance,  or
other  transfer or lease is made shall succeed to, and be  substituted  for, and
may exercise  every right and power of, the Company,  under this  Indenture with
the same  effect as if such  successor  Person  had been  named as the  Company,
herein,  and thereafter,  except in the case of a lease, the predecessor  Person
shall be relieved of all  obligations and covenants under this Indenture and the
Securities Outstanding hereunder.

SECTION 1103.            LIMITATION.

                  Nothing  in this  Indenture  shall be  deemed  to  prevent  or
restrict:

                                      -45-
<PAGE>

                           (a)   any   consolidation   or   merger   after   the
                  consummation  of which the Company  would be the  surviving or
                  resulting entity,

                           (b) any conveyance or other  transfer,  or lease,  of
                  any  part of the  properties  of the  Company  which  does not
                  constitute  the  entirety,   or  substantially  the  entirety,
                  thereof or

                           (c) the approval by the Company of, or the consent by
                  the  Company  to,  any  consolidation  or  merger to which any
                  direct or indirect subsidiary or affiliate of the Company, may
                  be a party or any  conveyance,  transfer  or lease by any such
                  subsidiary or affiliate of any of its assets.

                                 ARTICLE TWELVE

                             SUPPLEMENTAL INDENTURES

SECTION 1201.            SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

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

                           (c) to add any  additional  Events  of  Default  with
                  respect  to  all  or  any  series  of  Securities  Outstanding
                  hereunder (and if such additional  Events of Default are to be
                  for the benefit of less than all series of Securities, stating
                  that such  additional  Events of Default are  expressly  being
                  included solely for the benefit of such series); or

                           (d) to  change or  eliminate  any  provision  of this
                  Indenture  or to add any  new  provision  to  this  Indenture;
                  provided,   however,  that  if  such  change,  elimination  or
                  addition shall  adversely  affect the interests of the Holders
                  of Securities of any series or Tranche Outstanding on the date
                  of such supplemental  indenture in any material respect,  such
                  change,  elimination or addition  shall become  effective with
                  respect  to  such  series  or  Tranche  only  pursuant  to the
                  provisions  of Section 1202 hereof or when no Security of such
                  series or Tranche remains Outstanding; or

                           (e) to provide collateral security for the Securities
                  of any series; or

                           (f) to establish  the form or terms of  Securities of
                  any series or Tranche or any  Guarantees  as  contemplated  by
                  Sections 201 and 301; or

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

                                      -46-
<PAGE>

                           (h) to evidence  and provide  for the  acceptance  of
                  appointment  hereunder by a separate or  successor  Trustee or
                  co-trustee  with  respect  to the  Securities  of one or  more
                  series and to add to or change any of the  provisions  of this
                  Indenture as shall be  necessary to provide for or  facilitate
                  the  administration  of the trusts  hereunder by more than one
                  Trustee, pursuant to the requirements of Section 911(b); or

                           (i) to provide for the procedures  required to permit
                  the Company to  utilize,  at its  option,  a non  certificated
                  system of  registration  for all, or any series or Tranche of,
                  the Securities; or

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

                           (k) to cure any  ambiguity,  to correct or supplement
                  any  provision  herein which may be defective or  inconsistent
                  with any other provision  herein, or to make any other changes
                  to the  provisions  hereof  or to add  other  provisions  with
                  respect to matters or questions  arising under this Indenture,
                  provided  that  such  other  changes  or  additions  shall not
                  adversely affect the interests of the Holders of Securities of
                  any series or Tranche in any material respect.

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

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

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

SECTION 1202.            SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                  Subject to the provisions of Section 1201, with the consent of
the Holders of not less than a majority  in  aggregate  principal  amount of the
Securities of all series then  Outstanding  under this Indenture,  considered as
one class, by Act of said Holders delivered to the Company and the Trustee,  the
Company and the Guarantor, when authorized by Board Resolutions, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions  to, or changing in any manner or  eliminating  any of the
provisions  of,  this  Indenture;  provided,  however,  that if  there  shall be
Securities  of more than one  series  Outstanding  hereunder  and if a  proposed
supplemental  indenture  shall  directly  affect  the  rights of the  Holders of
Securities of one or more,  but less than all, of such series,  then the consent
only  of  the  Holders  of a  majority  in  aggregate  principal  amount  of the
Outstanding  Securities  of all series so directly  affected,  considered as one
class, shall be required;  and provided,  further, that if the Securities of any
series  shall  have been  issued in more than one  Tranche  and if the  proposed
supplemental  indenture  shall  directly  affect  the  rights of the  Holders of
Securities of one or more, but less than all, of such Tranches, then the consent
only  of  the  Holders  of a  majority  in  aggregate


                                      -47-
<PAGE>


principal  amount of the  Outstanding  Securities  of all  Tranches  so directly
affected,  considered as one class,  shall be required;  and provided,  further,
that no such supplemental  indenture shall, without the consent of the Holder of
each Outstanding Security of each series or Tranche so directly affected,

                           (a) change the Stated  Maturity of the  principal of,
                  or any  installment  of principal of or interest on (except as
                  provided  in Section 312  hereof),  any  Security  (other than
                  pursuant to the terms thereof), or reduce the principal amount
                  thereof or the rate of interest  thereon (or the amount of any
                  installment  of  interest  thereon)  or change  the  method of
                  calculating  such rate or reduce any premium  payable upon the
                  redemption thereof, or reduce the amount of the principal of a
                  Discount  Security  that  would  be  due  and  payable  upon a
                  declaration of acceleration of the Maturity  thereof  pursuant
                  to  Section  802,  or change  the coin or  currency  (or other
                  property),  in  which  any  Security  or  any  premium  or the
                  interest thereon is payable,  or impair the right to institute
                  suit for the  enforcement  of any such payment on or after the
                  Stated Maturity thereof (or, in the case of redemption,  on or
                  after the Redemption Date), or

                           (b) reduce the percentage in principal  amount of the
                  Outstanding  Securities of any series [(or, if applicable,  in
                  liquidation preference of any series of Preferred Securities)]
                  or any Tranche thereof, the consent of the Holders of which is
                  required for any such supplemental  indenture,  or the consent
                  of the  Holders  of  which  is  required  for  any  waiver  of
                  compliance  with any  provision  of this  Indenture  or of any
                  default  hereunder  and  its   consequences,   or  reduce  the
                  requirements of Section 1304 for quorum or voting, or

                           (c) modify  any of the  provisions  of this  Section,
                  Section 606 or Section 813 with respect to the  Securities  of
                  any series or any  Tranche  thereof,  except to  increase  the
                  percentages in principal amount referred to in this Section or
                  such other  Sections or to provide  that other  provisions  of
                  this  Indenture  cannot  be  modified  or waived  without  the
                  consent of the Holder of each  Outstanding  Security  affected
                  thereby;  provided,  however,  that this  clause  shall not be
                  deemed to require the  consent of any Holder  with  respect to
                  changes in the  references  to "the  Trustee" and  concomitant
                  changes in this Section,  or the deletion of this proviso,  in
                  accordance  with  the  requirements  of  Sections  911(b)  and
                  1201(h).

[Notwithstanding  the  foregoing,  so  long as any of the  Preferred  Securities
remain  outstanding,  the Trustee may not  consent to a  supplemental  indenture
under this  Section 1202  without the prior  consent,  obtained as provided in a
Trust Agreement pertaining to a Trust which issued such Preferred Securities, of
the holders of not less than a majority in aggregate  liquidation  preference of
all Preferred Securities issued by such Trust affected, considered as one class,
or, in the case of changes  described in clauses (a), (b) and (c) above, 100% in
aggregate   liquidation   preference  of  all  such  Preferred  Securities  then
outstanding  which  would be  affected  thereby,  considered  as one  class.]  A
supplemental  indenture  which (x) changes or  eliminates  any covenant or other
provision of this  Indenture  which has expressly  been included  solely for the
benefit of the Holders of, or which is to remain in effect only so long as there
shall be  Outstanding,  Securities of one or more particular  series,  or one or
more Tranches  thereof,  or (y) modifies the rights of the Holders of Securities
of such series or Tranches  with  respect to such  covenant or other  provision,
shall be deemed not to affect the rights under this  Indenture of the Holders of
Securities of any other series or Tranche.

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

SECTION 1203.            EXECUTION OF SUPPLEMENTAL INDENTURES.

                  In executing,  or accepting the additional  trusts created by,
any  supplemental  indenture  permitted  by this  Article  or the  modifications
thereby of the trusts created by this  Indenture,  the Trustee shall be entitled
to receive,  and  (subject to Section  901) shall be fully  protected in relying
upon,  an Opinion of Counsel  stating that the  execution  of such  supplemental
indenture is  authorized  or permitted by this  Indenture.  The Trustee may, but
shall not be obligated  to,  enter into any such  supplemental  indenture  which
affects the Trustee's own rights,  duties,  immunities or liabilities under this
Indenture or otherwise.

                                      -48-
<PAGE>


SECTION 1204.            EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 1205.            CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 1206.            REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

SECTION 1207.            MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE.

                  To the extent, if any, that the terms of any particular series
of Securities  shall have been  established in or pursuant to a Board Resolution
or an  Officer's  Certificate  pursuant  to a  supplemental  indenture  or Board
Resolution as contemplated by Section 301, and not in an indenture  supplemental
hereto,  additions to, changes in or the elimination of any of such terms may be
effected by means of a supplemental  Board Resolution or Officer's  Certificate,
as the case may be,  delivered  to,  and  accepted  by, the  Trustee;  provided,
however,  that such supplemental Board Resolution or Officer's Certificate shall
not be accepted by the Trustee or otherwise be effective  unless all  conditions
set forth in this  Indenture  which would be required  to be  satisfied  if such
additions,  changes or elimination  were  contained in a supplemental  indenture
shall have been  appropriately  satisfied.  Upon the  acceptance  thereof by the
Trustee,  any such supplemental Board Resolution or Officer's  Certificate shall
be deemed to be a  "supplemental  indenture"  for  purposes of Section  1204 and
1206.

                                ARTICLE THIRTEEN

                   MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

SECTION 1301.            PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

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

SECTION 1302.            CALL, NOTICE AND PLACE OF MEETINGS.

                  (a) The  Trustee  may at any time call a meeting of Holders of
Securities of one or more, or all, series,  or any Tranche or Tranches  thereof,
for any purpose  specified in Section  1301, to be held at such time and at such
place in the Borough of  Manhattan,  The City of New York,  as the Trustee shall
determine,  or, with the approval of the Company,  at any other place. Notice of
every such meeting,  setting forth the time and the place of such meeting and in
general terms the action  proposed to be taken at such meeting,  shall be given,
in the manner  provided in Section  106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

                                      -49-
<PAGE>


                  (b) If the Trustee shall have been requested to call a meeting
of the Holders of Securities of one or more, or all,  series,  or any Tranche or
Tranches  thereof,  by the  Company,  the  Guarantor or by the Holders of 33% in
aggregate principal amount of all of such series and Tranches, considered as one
class,  for any purpose  specified in Section 1301, by written  request  setting
forth in reasonable  detail the action proposed to be taken at the meeting,  and
the Trustee shall not have given the notice of such meeting within 21 days after
receipt of such request or shall not thereafter  proceed to cause the meeting to
be held as provided  herein,  then the Company,  the Guarantor or the Holders of
Securities  of such series and  Tranches in the amount above  specified,  as the
case may be, may  determine  the time and the place in the Borough of Manhattan,
The City of New York,  or in such other place as shall be determined or approved
by the Company or the Guarantor,  for such meeting and may call such meeting for
such  purposes by giving notice  thereof as provided in  subsection  (a) of this
Section.

                  (c) Any meeting of Holders of  Securities  of one or more,  or
all, series, or any Tranche or Tranches  thereof,  shall be valid without notice
if the Holders of all  Outstanding  Securities  of such  series or Tranches  are
present  in  person  or by proxy  and if  representatives  of the  Company,  the
Guarantor and the Trustee are present,  or if notice is waived in writing before
or after the  meeting  by the  Holders  of all  Outstanding  Securities  of such
series,  or by such of them as are not  present  at the  meeting in person or by
proxy, and by the Company, the Guarantor and the Trustee.

SECTION 1303.            PERSONS ENTITLED TO VOTE AT MEETINGS.

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

SECTION 1304.            QUORUM; ACTION.

                  The Persons entitled to vote a majority in aggregate principal
amount of the Outstanding  Securities of the series and Tranches with respect to
which a meeting shall have been called as hereinbefore  provided,  considered as
one class,  shall  constitute a quorum for a meeting of Holders of Securities of
such series and Tranches;  provided,  however, that if any action is to be taken
at such  meeting  which this  Indenture  expressly  provides may be taken by the
Holders of a specified  percentage,  which is less than a majority, in principal
amount of the Outstanding Securities of such series and Tranches,  considered as
one class, the Persons  entitled to vote such specified  percentage in principal
amount of the Outstanding Securities of such series and Tranches,  considered as
one class, shall constitute a quorum. In the absence of a quorum within one hour
of the time appointed for any such meeting,  the meeting  shall,  if convened at
the request of Holders of Securities of such series and Tranches,  be dissolved.
In any  other  case the  meeting  may be  adjourned  for such  period  as may be
determined  by the  chairman of the  meeting  prior to the  adjournment  of such
meeting.  In the  absence  of a  quorum  at any  such  adjourned  meeting,  such
adjourned  meeting may be further adjourned for such period as may be determined
by the  chairman  of the  meeting  prior to the  adjournment  of such  adjourned
meeting. Except as provided by Section 1305(e), notice of the reconvening of any
meeting  adjourned  for more than 30 days shall be given as  provided in Section
1302(a)  not less  than ten days  prior  to the  date on which  the  meeting  is
scheduled to be reconvened.  Notice of the  reconvening of an adjourned  meeting
shall state expressly the percentage, as provided above, of the principal amount
of the Outstanding Securities of such series and Tranches which shall constitute
a quorum.

                  Except as limited by Section 1202, any resolution presented to
a meeting or adjourned  meeting duly  reconvened at which a quorum is present as
aforesaid  may be  adopted  only by the  affirmative  vote of the  Holders  of a
majority in aggregate  principal  amount of the  Outstanding  Securities  of the
series and Tranches  with respect to which such meeting  shall have been called,
considered as one class;  provided,  however,  that,  except as so limited,  any
resolution  with respect to any action which this Indenture  expressly  provides
may be taken by the  Holders  of a  specified  percentage,  which is less than a
majority,  in principal amount of the Outstanding  Securities of such series and
Tranches,  considered as one class,  may be adopted at a meeting or an adjourned
meeting duly

                                      -50-
<PAGE>


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

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

SECTION 1305.            ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING RIGHTS;
                         CONDUCT AND ADJOURNMENT OF MEETINGS.

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

                  (b)  Notwithstanding  any other  provisions of this Indenture,
the Trustee may make such  reasonable  regulations  as it may deem advisable for
any meeting of Holders of  Securities  in regard to proof of the holding of such
Securities and of the  appointment  of proxies and in regard to the  appointment
and duties of inspectors of votes,  the submission  and  examination of proxies,
certificates  and other  evidence of the right to vote,  and such other  matters
concerning  the conduct of the meeting as it shall deem  appropriate.  Except as
otherwise  permitted  or  required  by any  such  regulations,  the  holding  of
Securities  shall be proved  in the  manner  specified  in  Section  104 and the
appointment of any proxy shall be proved in the manner specified in Section 104.
Such  regulations  may provide  that  written  instruments  appointing  proxies,
regular on their  face,  may be  presumed  valid and  genuine  without the proof
specified in Section 104 or other proof.

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

                  (d) At any  meeting  each Holder or proxy shall be entitled to
one vote for each $1,000  principal  amount of Securities held or represented by
him; provided,  however, that no vote shall be cast or counted at any meeting in
respect of any Security  challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding.  The chairman of the meeting shall have no
right to vote, except as a Holder of a Security or proxy.

                  (e) Any meeting duly called  pursuant to Section 1302 at which
a quorum is present may be  adjourned  from time to time by Persons  entitled to
vote a majority in aggregate  principal amount of the Outstanding  Securities of
all series and Tranches represented at the meeting, considered as one class; and
the meeting may be held as so adjourned without further notice.

SECTION 1306.            COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

                  The vote  upon any  resolution  submitted  to any  meeting  of
Holders shall be by written  ballots on which shall be subscribed the signatures
of the Holders or of their  representatives  by proxy and the principal  amounts
and serial  numbers of the  Outstanding  Securities,  of the series and Tranches
with respect to which the meeting shall have been called, held or represented by
them.  The permanent  chairman of the meeting  shall  appoint two  inspectors of
votes  who  shall  count  all  votes  cast at the  meeting  for or  against  any
resolution  and who shall make and file with the  secretary of the meeting their
verified  written  reports  of all  votes  cast at the  meeting.  A  record,  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 given
as provided in Section 1302 and, if applicable, Section 1304. Each


                                      -51-
<PAGE>


copy shall be signed and verified by the  affidavits of the  permanent  chairman
and  secretary  of the  meeting  and one such  copy  shall be  delivered  to the
Company,  and another to the Trustee to be preserved by the Trustee,  the latter
to have attached thereto the ballots voted at the meeting.  Any record so signed
and verified shall be conclusive evidence of the matters therein stated.

SECTION 1307.            ACTION WITHOUT MEETING.

                  In lieu of a vote of  Holders  at a  meeting  as  hereinbefore
contemplated in this Article,  any request,  demand,  authorization,  direction,
notice,  consent,  waiver or other action may be made, given or taken by Holders
by written instruments as provided in Section 104.

                                ARTICLE FOURTEEN

                             [INTENTIONALLY OMITTED]

                                 ARTICLE FIFTEEN

                           SUBORDINATION OF SECURITIES

SECTION 1501.      SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS OF THE COMPANY.

                  The Company, for itself, its successors and assigns, covenants
and agrees,  and each Holder of the Securities of each series, by its acceptance
thereof, likewise covenants and agrees, that the payment of the principal of and
premium,  if any, and  interest,  if any, on each and all of the  Securities  is
hereby  expressly  subordinated  and subject to the extent and in the manner set
forth in this  Article,  in right of payment to the prior payment in full of all
Senior Indebtedness of the Company.

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

SECTION 1502.            PAYMENT OVER OF PROCEEDS OF SECURITIES.

                  In the event (a) of any  insolvency or bankruptcy  proceedings
or any receivership, liquidation, reorganization or other similar proceedings in
respect  of  the  Company  or a  substantial  part  of its  property,  or of any
proceedings  for  liquidation,  dissolution  or other winding up of the Company,
whether  or not  involving  insolvency  or  bankruptcy,  or (b)  subject  to the
provisions of Section 1503,  that (i) a default shall have occurred with respect
to the payment of principal of or interest on or other monetary  amounts due and
payable on any Senior  Indebtedness  of the  Company,  or (ii) there  shall have
occurred a default (other than a default in the payment of principal or interest
or other monetary amounts due and payable) in respect of any Senior Indebtedness
of the Company,  as defined therein or in the instrument under which the same is
outstanding, permitting the holder or holders thereof to accelerate the maturity
thereof  (with notice or lapse of time,  or both),  and such default  shall have
continued  beyond the period of grace, if any, in respect  thereof,  and, in the
cases of subclauses (i) and (ii) of this clause (b), such default shall not have
been  cured  or  waived  or shall  not have  ceased  to  exist,  or (c) that the
principal  of and accrued  interest on the  Securities  of any series shall have
been declared due and payable pursuant to Section 801 and such declaration shall
not have been rescinded and annulled as provided in Section 802, then:

                                    (1) the  holders of all Senior  Indebtedness
                           of the  Company  shall  first be  entitled to receive
                           payment of the full amount due thereon,  or provision
                           shall be made for such  payment  in money or  money's
                           worth,  before the  Holders of any of the  Securities
                           are  entitled  to receive a payment on account of the
                           principal   of  or  interest   on  the   indebtedness
                           evidenced  by  the  Securities,   including,  without
                           limitation,  any payments  made  pursuant to Articles
                           Four and Five;

                                      -52-
<PAGE>


                                    (2)  any  payment  by,  or  distribution  of
                           assets  of,  the  Company  of any kind or  character,
                           whether in cash, property or securities, to which any
                           Holder or the Trustee  would be  entitled  except for
                           the  provisions  of this  Article,  shall  be paid or
                           delivered  by  the  Person  making  such  payment  or
                           distribution,  whether a  trustee  in  bankruptcy,  a
                           receiver  or   liquidating   trustee  or   otherwise,
                           directly to the  holders of such Senior  Indebtedness
                           of   the   Company   or   their   representative   or
                           representatives  or to the trustee or trustees  under
                           any indenture under which any instruments  evidencing
                           any of such  Senior  Indebtedness  of the Company may
                           have been issued,  ratably according to the aggregate
                           amounts  remaining  unpaid on account of such  Senior
                           Indebtedness  of the Company held or  represented  by
                           each, to the extent necessary to make payment in full
                           of all Senior  Indebtedness of the Company  remaining
                           unpaid after giving effect to any concurrent  payment
                           or  distribution  (or  provision   therefor)  to  the
                           holders of such Senior  Indebtedness  of the Company,
                           before  any  payment or  distribution  is made to the
                           Holders  of  the   indebtedness   evidenced   by  the
                           Securities  or to the Trustee  under this  Indenture;
                           and

                                    (3) in the event that,  notwithstanding  the
                           foregoing,  any payment by, or distribution of assets
                           of, the Company of any kind or character,  whether in
                           cash, property or securities, in respect of principal
                           of or interest  on the  Securities  or in  connection
                           with any repurchase by the Company of the Securities,
                           shall be received by the Trustee or any Holder before
                           all  Senior  Indebtedness  of the  Company is paid in
                           full,  or provision is made for such payment in money
                           or money's  worth,  such payment or  distribution  in
                           respect of principal of or interest on the Securities
                           or in connection  with any  repurchase by the Company
                           of the  Securities  shall be paid over to the holders
                           of such Senior  Indebtedness  of the Company or their
                           representative or  representatives  or to the trustee
                           or  trustees  under  any  indenture  under  which any
                           instruments  evidencing any such Senior  Indebtedness
                           of the  Company  may have  been  issued,  ratably  as
                           aforesaid,  for  application  to the  payment  of all
                           Senior  Indebtedness of the Company  remaining unpaid
                           until all such  Senior  Indebtedness  of the  Company
                           shall have been paid in full,  after giving effect to
                           any concurrent  payment or distribution (or provision
                           therefor) to the holders of such Senior  Indebtedness
                           of the Company.

                  Notwithstanding the foregoing, at any time after the 123rd day
following  the date of  deposit  of cash or  Eligible  Obligations  pursuant  to
Section 701 or 702 (provided all  conditions  set out in such Section shall have
been  satisfied),  the funds so deposited  and any interest  thereon will not be
subject  to any  rights  of  holders  of  Senior  Indebtedness  of  the  Company
including,  without  limitation,  those  arising  under  this  Article  Fifteen;
provided  that no event  described  in clauses  (e) and (f) of Section  801 with
respect to the Company has occurred during such 123-day period.

                  For purposes of this Article only,  the words "cash,  property
or securities"  shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan or reorganization  or readjustment  which are subordinate
in right of payment to all Senior  Indebtedness  of the Company which may at the
time be  outstanding  to the same extent as, or to a greater  extent  than,  the
Securities are so subordinated as provided in this Article. The consolidation of
the Company with, or the merger of the Company into, another  corporation or the
liquidation or  dissolution of the Company  following the conveyance or transfer
of its  property as an entirety,  or  substantially  as an entirety,  to another
corporation upon the terms and conditions  provided for in Article Eleven hereof
shall not be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section 1502 if such other corporation  shall, as a part of
such consolidation,  merger,  conveyance or transfer, comply with the conditions
stated in Article Eleven hereof. Nothing in Section 1501 or in this Section 1502
shall  apply to claims of, or  payments  to, the  Trustee  under or  pursuant to
Section 907.

SECTION 1503.            DISPUTES WITH HOLDERS OF CERTAIN SENIOR INDEBTEDNESS OF
                         THE COMPANY.

                  Any  failure by the  Company to make any payment on or perform
any other  obligation in respect of Senior  Indebtedness  of the Company,  other
than any indebtedness incurred by the Company or assumed or guaranteed, directly
or  indirectly,  by the Company for money  borrowed (or any  deferral,  renewal,
extension or


                                      -53-
<PAGE>


refunding  thereof) or any other  obligation as to which the  provisions of this
Section shall have been waived by the Company in the  instrument or  instruments
by which the Company  incurred,  assumed,  guaranteed or otherwise  created such
indebtedness  or  obligation,  shall not be deemed a default under clause (b) of
Section 1502 if (i) the Company shall be disputing  its  obligation to make such
payment  or  perform  such  obligation  and (ii)  either  (A) no final  judgment
relating to such dispute shall have been issued  against the Company which is in
full force and effect and is not subject to further review, including a judgment
that has become  final by reason of the  expiration  of the time within  which a
party may seek  further  appeal or  review,  or (B) in the event that a judgment
that is subject to further  review or appeal has been issued,  the Company shall
in good faith be prosecuting an appeal or other proceeding for review and a stay
or execution shall have been obtained pending such appeal or review.

SECTION 1504.            SUBROGATION.

                  Senior Indebtedness of the Company shall not be deemed to have
been paid in full  unless  the  holders  thereof  shall have  received  cash (or
securities or other  property  satisfactory  to such holders) in full payment of
such Senior  Indebtedness of the Company then  outstanding.  Upon the payment in
full of all Senior Indebtedness of the Company, the rights of the Holders of the
Securities  shall  be  subrogated  to  the  rights  of  the  holders  of  Senior
Indebtedness of the Company to receive any further  payments or distributions of
cash,  property or  securities  of the Company  applicable to the holders of the
Senior  Indebtedness  of the Company until all amounts  owing on the  Securities
shall be paid in full; and such payments or distributions  of cash,  property or
securities  received  by the  Holders  of the  Securities,  by  reason  of  such
subrogation, which otherwise would be paid or distributed to the holders of such
Senior Indebtedness of the Company shall, as between the Company,  its creditors
other than the holders of Senior  Indebtedness of the Company,  and the Holders,
be deemed to be a payment by the Company to or on account of Senior Indebtedness
of the Company,  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,  on the one hand,  and the  holders of the Senior  Indebtedness  of the
Company, on the other hand.

SECTION 1505.            OBLIGATION OF THE COMPANY UNCONDITIONAL.

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

                  Upon any payment or  distribution  of assets or  securities of
the Company  referred to in this  Article,  the Trustee and the Holders shall be
entitled to rely upon any order or decree of a court of  competent  jurisdiction
in which such dissolution, winding up, liquidation or reorganization proceedings
are pending for the purpose of ascertaining  the Persons entitled to participate
in such distribution,  the holders of the Senior Indebtedness of the Company and
other  indebtedness of the Company,  the amount thereof or payable thereon,  the
amount or amounts paid or  distributed  thereon,  and all other facts  pertinent
thereto or to this Article.

                  The Trustee shall be entitled to rely on the delivery to it of
a  written  notice  by a Person  representing  himself  to be a holder of Senior
Indebtedness  of the  Company (or a  representative  of such holder or a trustee
under any  indenture  under  which any  instruments  evidencing  any such Senior
Indebtedness  of the Company may have been issued) to establish that such notice
has been given by a holder of such  Senior  Indebtedness  of the Company or such
representative  or  trustee  on behalf  of such  holder.  In the event  that the
Trustee  determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior  Indebtedness of the Company to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish  evidence to the reasonable  satisfaction  of
the Trustee as to the amount of Senior  Indebtedness of the Company held by such
Person,  the extent to which such  Person is  entitled  to  participate  in such
payment  or  distribution  and any other  facts  pertinent  to the right of such
Person under this Article,  and, if such evidence is not


                                      -54-
<PAGE>


furnished,  the Trustee may defer any  payment to such Person  pending  judicial
determination  as to the  right  of such  Person  to  receive  such  payment  or
distribution.

SECTION 1506.      PRIORITY OF SENIOR INDEBTEDNESS OF THE COMPANY UPON MATURITY.

                  Upon the maturity of the principal of any Senior  Indebtedness
of the  Company  by  lapse of  time,  acceleration  or  otherwise,  all  matured
principal of Senior  Indebtedness  of the Company and  interest and premium,  if
any,  thereon  shall first be paid in full before any  payment of  principal  or
premium, if any, or interest,  if any, is made upon the Securities or before any
Securities  can be acquired by the Company or any sinking  fund  payment is made
with respect to the Securities  (except that required  sinking fund payments may
be  reduced  by  Securities   acquired  before  such  maturity  of  such  Senior
Indebtedness of the Company).

SECTION 1507.           TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS OF THE COMPANY.

                  The Trustee  shall be entitled to all rights set forth in this
Article with respect to any Senior  Indebtedness of the Company at any time held
by it,  to the same  extent as any other  holder of Senior  Indebtedness  of the
Company.  Nothing in this Article shall deprive the Trustee of any of its rights
as such holder.

SECTION 1508.            NOTICE TO TRUSTEE TO EFFECTUATE SUBORDINATION.

                  Notwithstanding  the  provisions  of this Article or any other
provision of the  Indenture,  the Trustee shall not be charged with knowledge of
the  existence  of any facts which would  prohibit  the making of any payment of
moneys to or by the  Trustee  unless and until the Trustee  shall have  received
written notice  thereof from the Company,  from a Holder or from a holder of any
Senior Indebtedness of the Company or from any representative or representatives
of such holder or any trustee or trustees  under any  indenture  under which any
instruments evidencing any such Senior Indebtedness of the Company may have been
issued and, prior to the receipt of any such written  notice,  the Trustee shall
be  entitled,  subject to Section  901,  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  moneys may become
payable  for any  purpose,  or in the event of the  execution  of an  instrument
pursuant to Section 701 or 702 acknowledging that Securities or portions thereof
are deemed to have been paid for all purposes of this  Indenture,  acknowledging
that  the  entire  indebtedness  of the  Company  in  respect  thereof  has been
satisfied and  discharged or  acknowledging  satisfaction  and discharge of this
Indenture,  then if prior to the second  Business Day preceding the date of such
execution,  the Trustee  shall not have received with respect to such moneys the
notice  provided for in this Section,  then,  anything  herein  contained to the
contrary  notwithstanding,  the Trustee  may, in its  discretion,  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, which may be received by it
on or after such date; provided,  however, that no such application shall affect
the obligations under this Article of the persons receiving such moneys from the
Trustee.

SECTION 1509.        MODIFICATION, EXTENSION, ETC. OF SENIOR INDEBTEDNESS OF THE
                     COMPANY.

                  The holders of Senior Indebtedness of the Company may, without
affecting in any manner the subordination of the payment of the principal of and
premium,  if any, and interest,  if any, on the Securities,  at any time or from
time to time and in their absolute discretion,  agree with the Company to change
the manner, place or terms of payment,  change or extend the time of payment of,
or  renew  or  alter,  any  Senior  Indebtedness  of the  Company,  or  amend or
supplement  any  instrument  pursuant  to which any Senior  Indebtedness  of the
Company is issued,  or exercise or refrain  from  exercising  any other of their
rights  under  the  Senior  Indebtedness  of  the  Company  including,   without
limitation,  the waiver of default  thereunder,  all without notice to or assent
from the Holders or the Trustee.

SECTION 1510.            TRUSTEE HAS NO FIDUCIARY DUTY TO HOLDERS OF SENIOR
                         INDEBTEDNESS OF THE COMPANY.

                  With  respect  to the  holders of Senior  Indebtedness  of the
Company,  the  Trustee  undertakes  to perform  or to  observe  only such of its
covenants and objectives as are specifically set forth in this Indenture, and no

                                      -55-
<PAGE>


implied  covenants  or  obligations  with  respect  to  the  holders  of  Senior
Indebtedness  of the  Company  shall be read into  this  Indenture  against  the
Trustee.  The  Trustee  shall  not be deemed  to owe any  fiduciary  duty to the
holders of Senior  Indebtedness  of the Company,  and shall not be liable to any
such  holders if it shall  mistakenly  pay over or deliver to the Holders or the
Company  or any other  Person,  money or assets to which any  holders  of Senior
Indebtedness  of the  Company  shall be  entitled  by virtue of this  Article or
otherwise.

SECTION 1511.            PAYING AGENTS OTHER THAN THE TRUSTEE.

                  In case at any time any Paying  Agent  other than the  Trustee
shall have been appointed by the Company and be then acting hereunder,  the term
"Trustee" as used in this Article  shall in such case (unless the context  shall
otherwise  require) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee;  provided,
however,  that Sections 1507, 1508 and 1510 shall not apply to the Company if it
acts as Paying Agent.

SECTION 1512.            RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS OF THE

                         COMPANY NOT IMPAIRED.

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

SECTION 1513.            EFFECT OF SUBORDINATION PROVISIONS; TERMINATION.

                  Notwithstanding  anything  contained  herein to the  contrary,
other  than  as  provided  in  the  immediately  succeeding  sentence,  all  the
provisions of this Indenture shall be subject to the provisions of this Article,
so far as the same may be applicable thereto.

                  Notwithstanding anything contained herein to the contrary, the
provisions  of this  Article  Fifteen  shall be of no  further  effect,  and the
Securities  shall no longer be  subordinated  in right of  payment  to the prior
payment  of Senior  Indebtedness  of the  Company,  if the  Company  shall  have
delivered to the Trustee a notice to such effect.  Any such notice  delivered by
the Company shall not be deemed to be a  supplemental  indenture for purposes of
Article Twelve.

                                 ARTICLE SIXTEEN

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 1601.            LIABILITY SOLELY CORPORATE.

                  No recourse  shall be had for the payment of the  principal of
or premium,  if any, or  interest,  if any, on any  Securities  or for any claim
based  thereon  or  otherwise  in  respect  thereof,   or  of  the  indebtedness
represented  thereby,  or upon any obligation,  covenant or agreement under this
Indenture, against any incorporator,  stockholder, officer or director, as such,
past,  present or future of the Company or of any  predecessor  or  successor of
either of them (either directly or through the Company, as the case may be, or a
predecessor  or  successor  of  either  of  them),  whether  by  virtue  of  any
constitutional  provision,  statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise;  it being  expressly  agreed and  understood
that this Indenture and all the  Securities and Guarantees are solely  corporate
obligations,  and that no personal  liability  whatsoever shall attach to, or be
incurred by, any incorporator,  stockholder,  officer or director, past, present
or future, of the Company or of any predecessor or successor corporation, either
directly or indirectly  through the Company or any  predecessor  or successor of
either of them,  because of the  indebtedness  hereby  authorized or under or by
reason of any of the  obligations,  covenants  or  agreements  contained in this
Indenture or in any of the  Securities  or to be implied  herefrom or therefrom,
and that any such personal  liability is hereby expressly waived and released as
a condition  of, and as part of the  consideration  for,  the  execution of this
Indenture and the issuance of the Securities.

                                      -56-
<PAGE>

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

                  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.

                  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.

                                       AMERICAN ELECTRIC POWER COMPANY, INC.


                                       By:
                                          ----------------------------
                                          Name:
                                          Title:
[SEAL]

ATTEST:

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


                                                     THE BANK OF NEW YORK

                                                     as Trustee

                                       By:
                                          ----------------------------
                                          Name:
                                          Title:
[SEAL]

ATTEST:

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







                                      -57-