<PAGE>

                          KANSAS CITY POWER & LIGHT COMPANY
                                        Issuer

                                         AND

                          THE FIRST NATIONAL BANK OF CHICAGO
                                       Trustee


                                      INDENTURE

                              Dated as of April 1, 1997

                             Subordinated Debt Securities

<PAGE>

ARTICLE I

    DEFINITIONS...............................................................1
    SECTION 1.01.  DEFINITIONS OF TERMS.......................................1
    SECTION 1.02.  INTERPRETATION.............................................9

ARTICLE II

    ISSUE, DESCRIPTION, TERMS, EXECUTION,
    REGISTRATION AND EXCHANGE OF DEBT  SECURITIES.............................9
    SECTION 2.01.  DESIGNATION AND TERMS OF DEBT SECURITIES...................9
    SECTION 2.02.  FORM OF DEBT SECURITIES AND TRUSTEE'S
                     CERTIFICATE.............................................11
    SECTION 2.03.  DENOMINATIONS; PROVISIONS FOR PAYMENT.....................12
    SECTION 2.04.  EXECUTION AND AUTHENTICATION..............................14
    SECTION 2.05.  REGISTRATION OF TRANSFER AND EXCHANGE.....................15
    SECTION 2.06.  TEMPORARY SECURITIES......................................16
    SECTION 2.07.  MUTILATED, DESTROYED, LOST OR STOLEN DEBT
                     SECURITIES..............................................17
    SECTION 2.08.  CANCELLATION..............................................18
    SECTION 2.09.  BENEFITS OF INDENTURE.....................................18
    SECTION 2.10.  AUTHENTICATING AGENT......................................18
    SECTION 2.11.  GLOBAL SECURITIES.........................................19

ARTICLE III

    REDEMPTION OF DEBT SECURITIES AND SINKING FUND
    PROVISIONS...............................................................21
    SECTION 3.01.  REDEMPTION................................................21
    SECTION 3.02.  NOTICE OF REDEMPTION......................................21
    SECTION 3.03.  PAYMENT UPON REDEMPTION...................................22
    SECTION 3.04.  SINKING FUND..............................................23
    SECTION 3.05.  SATISFACTION OF SINKING FUND PAYMENTS WITH
                     DEBT SECURITIES.........................................23
    SECTION 3.06.  REDEMPTION OF DEBT SECURITIES FOR SINKING
                     FUND....................................................24

ARTICLE IV

    COVENANTS OF THE COMPANY.................................................24
    SECTION 4.01.  PAYMENT OF PRINCIPAL, PREMIUM AND
                     INTEREST................................................24
    SECTION 4.02.  MAINTENANCE OF OFFICE OR AGENCY...........................24
    SECTION 4.03.  PAYING AGENTS.............................................25
    SECTION 4.04.  APPOINTMENT TO FILL VACANCY IN OFFICE OF
                     TRUSTEE.................................................26
    SECTION 4.05.  COMPLIANCE WITH CONSOLIDATION PROVISIONS..................26


                                          i

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    SECTION 4.06.  LIMITATION ON DIVIDENDS; TRANSACTIONS WITH
                     AFFILIATES..............................................26
    SECTION 4.07.  COVENANTS AS TO TRUST.....................................28
    SECTION 4.08.  CORPORATE EXISTENCE.......................................28

ARTICLE V

    SECURITYHOLDERS, LISTS AND REPORTS BY THE COMPANY
    AND THE TRUSTEE..........................................................28
    SECTION 5.01.  COMPANY TO FURNISH TRUSTEE NAMES AND
                     ADDRESSES OF SECURITYHOLDERS............................28
    SECTION 5.02.  PRESERVATION OF INFORMATION; COMMUNICATIONS
                     WITH SECURITYHOLDERS....................................29
    SECTION 5.03.  REPORTS BY THE COMPANY....................................29
    SECTION 5.04.  REPORTS BY THE TRUSTEE....................................30

ARTICLE VI

    REMEDIES OF THE TRUSTEE AND SECURITYHOLDERSON EVENT OF DEFAULT...........30
    SECTION 6.01.  EVENTS OF DEFAULT.........................................30
    SECTION 6.02.  COLLECTION OF INDEBTEDNESS AND SUITS FOR
                     ENFORCEMENT BY TRUSTEE..................................33
    SECTION 6.03.  APPLICATION OF MONEYS COLLECTED...........................35
    SECTION 6.04.  LIMITATION ON SUITS.......................................35
    SECTION 6.05.  RIGHTS AND REMEDIES CUMULATIVE; DELAY OR
                     OMISSION NOT WAIVER.....................................36
    SECTION 6.06.  CONTROL BY SECURITYHOLDERS................................37
    SECTION 6.07.  UNDERTAKING TO PAY COSTS..................................37
    SECTION 6.08.  ACKNOWLEDGEMENT REGARDING PREFERRED
                     SECURITIES HOLDERS......................................38

ARTICLE VII

    CONCERNING THE TRUSTEE...................................................38
    SECTION 7.01.  CERTAIN DUTIES AND RESPONSIBILITIES OF
                     TRUSTEE.................................................38
    SECTION 7.02.  CERTAIN RIGHTS OF TRUSTEE.................................40
    SECTION 7.03.  TRUSTEE NOT RESPONSIBLE FOR RECITALS OR
                     ISSUANCE OF DEBT SECURITIES.............................41
    SECTION 7.04.  MAY HOLD DEBT SECURITIES..................................42
    SECTION 7.05.  MONEYS HELD IN TRUST......................................42
    SECTION 7.06.  COMPENSATION AND REIMBURSEMENT............................42
    SECTION 7.07.  RELIANCE ON OFFICERS' CERTIFICATE.........................43
    SECTION 7.08.  QUALIFICATION; CONFLICTING INTERESTS......................43
    SECTION 7.09.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...................43

                                          ii

<PAGE>


    SECTION 7.10.  RESIGNATION AND REMOVAL; APPOINTMENT OF
                     SUCCESSOR...............................................44
    SECTION 7.11.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR....................45
    SECTION 7.12.  MERGER, CONVERSION, CONSOLIDATION OR
                     SUCCESSION TO BUSINESS..................................47
    SECTION 7.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST
                     THE COMPANY.............................................47

ARTICLE VIII

    CONCERNING THE SECURITYHOLDERS...........................................48
    SECTION 8.01.  EVIDENCE OF ACTION BY SECURITYHOLDERS.....................48
    SECTION 8.02.  PROOF OF EXECUTION BY SECURITYHOLDERS.....................48
    SECTION 8.03.  WHO MAY BE DEEMED OWNERS..................................49
    SECTION 8.04.  CERTAIN DEBT SECURITIES OWNED BY COMPANY
                     DISREGARDED.............................................49
    SECTION 8.05.  ACTIONS BINDING ON FUTURE
                     SECURITYHOLDERS.........................................50

ARTICLE IX

    SUPPLEMENTAL INDENTURES..................................................50
    SECTION 9.01.  SUPPLEMENTAL INDENTURES WITHOUT THE
                     CONSENT OF SECURITYHOLDERS..............................50
    SECTION 9.02.  SUPPLEMENTAL INDENTURES WITH CONSENT OF
                     SECURITYHOLDERS.........................................51
    SECTION 9.03.  EFFECT OF SUPPLEMENTAL INDENTURES.........................52
    SECTION 9.04.  DEBT SECURITIES AFFECTED BY SUPPLEMENTAL
                     INDENTURES..............................................52
    SECTION 9.05.  EXECUTION OF SUPPLEMENTAL INDENTURES......................53

ARTICLE X

    SUCCESSOR CORPORATION....................................................53
    SECTION 10.01.  COMPANY MAY CONSOLIDATE, ETC.............................53
    SECTION 10.02.  SUCCESSOR CORPORATION SUBSTITUTED........................54
    SECTION 10.03.  EVIDENCE OF CONSOLIDATION, ETC. TO
                      TRUSTEE................................................54

ARTICLE XI

    SATISFACTION AND DISCHARGE...............................................55
    SECTION 11.01.  SATISFACTION AND DISCHARGE OF INDENTURE..................55
    SECTION 11.02.  DISCHARGE OF OBLIGATIONS.................................56
    SECTION 11.03.  DEPOSITED MONEYS TO BE HELD IN TRUST.....................56
    SECTION 11.04.  PAYMENT OF MONEYS HELD BY PAYING AGENTS..................56
    SECTION 11.05.  REPAYMENT TO COMPANY.....................................57

                                         iii

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ARTICLE XII

    IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
    AND DIRECTORS............................................................57
    SECTION 12.01.  NO RECOURSE..............................................57

ARTICLE XIII

    MISCELLANEOUS PROVISIONS.................................................58
    SECTION 13.01.  EFFECT ON SUCCESSORS AND ASSIGNS.........................58
    SECTION 13.02.  ACTIONS BY SUCCESSOR.....................................58
    SECTION 13.03.  SURRENDER OF COMPANY POWERS..............................58
    SECTION 13.04.  NOTICES..................................................58
    SECTION 13.05.  GOVERNING LAW............................................58
    SECTION 13.06.  TREATMENT OF THE DEBT SECURITIES AS
                      DEBT...................................................59
    SECTION 13.07.  COMPLIANCE CERTIFICATES AND OPINIONS.....................59
    SECTION 13.08.  PAYMENTS ON BUSINESS DAYS................................59
    SECTION 13.09.  CONFLICT WITH TRUST INDENTURE ACT........................60
    SECTION 13.10.  COUNTERPARTS.............................................60
    SECTION 13.11.  SEPARABILITY.............................................60
    SECTION 13.12.  ASSIGNMENT...............................................60
    SECTION 13.13.  ACKNOWLEDGMENT OF RIGHTS.................................60


ARTICLE XIV

    SUBORDINATION OF DEBT SECURITIES.........................................60
    SECTION 14.01.  SUBORDINATION TERMS......................................61

                                          iv

<PAGE>


                                CROSS-REFERENCE TABLE*
                                           

SECTION OF                   
TRUST INDENTURE ACT                              SECTION OF
OF 1939, AS  AMENDED                        INDENTURE 
--------------------                        ----------

310(a)                                 7.09
310(b)                                 7.08
                                       7.10
310(c)                                 Inapplicable
311(a)                                 7.13(a)
311(b)                                 7.13(b)
311(c)                                 Inapplicable
312(a)                                 5.01
                                       5.02(a)
312(b)                                 5.02(b)
312(c)                                 5.02(c)
313(a)                                 5.04(a)
313(b)                                 5.04(b)
313(c)                                 5.04(a)
                                       5.04(b)
313(d)                                 5.04(c)
314(a)                                 5.03
314(b)                                 Inapplicable
314(c)                                 13.06
314(d)                                 Inapplicable
314(e)                                 13.06
314(f)                                 Inapplicable
315(a)                                 7.01(a)
                                       7.02
315(b)                                 6.07
315(c)                                 7.01
315(d)                                 7.01(b)
                                       7.01(c)
315(e)                                 6.07
316(a)                                 6.06
                                       8.04
316(b)                                 6.04
316(c)                                 8.01
317(a)                                 6.02
317(b)                                 4.03
318(a)                                13.08


*   This Cross-Reference Table does not constitute part of the Indenture and
    shall not have any bearing on the interpretation of Any of its terms or
    provisions.

                                          v

<PAGE>

         THIS INDENTURE, dated as of April 1, 1997, between KANSAS CITY POWER &
LIGHT COMPANY, a Missouri corporation (the "Company") and THE FIRST NATIONAL
BANK OF CHICAGO, a national banking association, duly organized and existing
under the laws of the United States as trustee (the "Trustee"):


                                 W I T N E S S E T H:

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured subordinated debt securities (hereinafter referred to as
the "Debt Securities"), in an unlimited aggregate principal amount to be issued
from time to time in one or more series as in this Indenture provided, as
registered Debt Securities without coupons, to be authenticated by the
certificate of the Trustee;
         
         WHEREAS, to provide the terms and conditions upon which the Debt
Securities are to be authenticated, issued and delivered, the Company has duly
authorized the execution of this Indenture; and

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

         NOW, THEREFORE, in consideration of the premises and the purchase of
the Debt Securities by the holders thereof, it is mutually covenanted and agreed
as follows for the equal and ratable benefit of the holders of Debt Securities:


                                      ARTICLE I

                                     DEFINITIONS

         SECTION 1.01.  DEFINITIONS OF TERMS.  The terms defined in this
Section (except as in this Indenture otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in
this Section and shall include the plural as well as the singular.  All other
terms used in this Indenture that are defined in the Trust Indenture Act of
1939, as amended, or that are by reference in such Act defined in the Securities
Act of 1933, as amended (except as herein otherwise expressly provided or unless
the context otherwise requires), shall have the meanings assigned to such terms
in said Trust Indenture Act and in said Securities Act as in force at the date
of the execution of this instrument.

<PAGE>

AFFILIATE:

         The term "Affiliate" shall mean, with respect to a specified Person,
(a) any Person directly or indirectly owning, controlling or holding with power
to vote 10% or more of the outstanding voting securities or other ownership
interests of the specified Person, (b) any Person 10% or more of whose
outstanding voting securities or other ownership interests are directly or
indirectly owned, controlled or held with power to vote by the specified Person,
(c) any Person directly or indirectly controlling, controlled by or under common
control with the specified Person, (d) a partnership in which the specified
Person is a general partner, (e) any officer or director of the specified Person
and (f) if the specified Person is an individual, any entity of which the
specified Person is an officer, director or general partner.

AUTHENTICATING AGENT:

         The term "Authenticating Agent" shall mean an authenticating agent
with respect to all or any of the series of Debt Securities appointed with
respect to all of such series of the Debt Securities by the Trustee pursuant to
Section 2.10.

BANKRUPTCY LAW:

         The term "Bankruptcy Law" shall mean Title 11, United States Code, or
any similar federal or state law for the relief of debtors.

BOARD OF DIRECTORS:

         The term "Board of Directors" shall mean the board of directors of the
Company, or any duly authorized committee of such board or any officer of the
Company duly authorized by the board of directors of the Company or a duly
authorized committee of that board.

BOARD RESOLUTION:

         The term "Board Resolution" shall mean a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company to have been
duly adopted by the Board of Directors and to be in full force and effect on the
date of such certification; provided that any Board Resolution that is adopted
by an officer of the Company shall be accompanied by a copy of a resolution of
either the board of directors of the Company or a duly authorized committee of
that board, certified as aforesaid, authorizing such officer to take such
action.

                                          2


<PAGE>

BUSINESS DAY:

         The term "Business Day" shall mean, with respect to any series of Debt
Securities, any day other than a day on which federal or state banking
institutions in Chicago, Illinois or the Borough of Manhattan, The City of New
York, are authorized or obligated by law, executive order or regulation to
close.

CERTIFICATE:

         The term "Certificate" shall mean a certificate signed by the
principal executive officer, the principal financial officer, the treasurer or
the principal accounting officer of the Company.  The Certificate need not
comply with the provisions of Section 13.07.

COMMON SECURITIES:

         The term "Common Securities" shall mean undivided beneficial interests
in the assets of a Trust which rank pari passu with Preferred Securities issued
by such Trust; PROVIDED, HOWEVER, that upon the occurrence of an Event of
Default, the rights of holders of Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and maturity are
subordinated to the rights of holders of Preferred Securities.

COMPANY:

         The term "Company" shall mean Kansas City Power & Light Company, a
corporation duly organized and existing under the laws of the State of Missouri,
and, subject to the provisions of Article X, shall also include its successors
and assigns.

CORPORATE TRUST OFFICE:

         The term "Corporate Trust Office" shall mean the office of the Trustee
at which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at One
First National Plaza, Suite 0126, Chicago, Illinois 60670, Attention:  Corporate
Trust Administration.

CUSTODIAN:

         The term "Custodian" shall mean any receiver, trustee, assignee,
liquidator, or similar official under any Bankruptcy Law.

                                          3


<PAGE>

DECLARATION:

         The term "Declaration" shall mean, in respect of a Trust, the amended
and restated declaration of trust of such Trust or any other governing
instrument of such Trust.

DEBT SECURITIES:

         The term "Debt Securities" shall mean the Debt Securities
authenticated and delivered under this Indenture.

DEFAULT:

         The term "Default" shall mean any event, act or condition that with
notice or lapse of time, or both, would constitute an Event of Default.

DEFAULTED INTEREST:

         The term "Defaulted Interest" has the meaning specified in Section
2.03.  

DEPOSITARY:

         The term "Depositary" shall mean, with respect to Debt Securities of
any series for which the Company shall determine that such Debt Securities will
be issued as a Global Security, The Depository Trust Company, New York, New
York, another clearing agency, or any successor registered as a clearing agency
under the Exchange Act or other applicable statute or regulation, which, in each
case, shall be designated by the Company pursuant to either Section 2.01 or
2.11.

EVENT OF DEFAULT:

         The term "Event of Default" shall mean, with respect to Debt
Securities of a particular series, any event specified in Section 6.01,
continued for the period of time, if any, therein designated.

EXCHANGE ACT:

         The term "Exchange Act" shall mean the Securities Exchange Act of
1934.

GLOBAL SECURITY:

         The term "Global Security" shall mean, with respect to any series of
Debt Securities, a Debt Security executed by the Company and delivered by the
Trustee to the Depositary or

                                          4


<PAGE>

pursuant to the Depositary's instruction, all in accordance with this
Indenture, which shall be registered in the name of the Depositary or its
nominee.

GOVERNMENTAL OBLIGATIONS:

         The term "Governmental Obligations" shall mean securities that are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with respect to any such
Governmental Obligation or a specific payment of principal of or interest on any
such Governmental Obligation held by such custodian for the account of the
holder of such depositary receipt; PROVIDED, HOWEVER, that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

HEREIN, HEREOF AND HEREUNDER:

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

INDENTURE:

         The term "Indenture" shall mean this instrument as originally executed
or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into in accordance with the terms hereof.

INTEREST PAYMENT DATE:

         The term "Interest Payment Date", when used with respect to any
installment of interest on a Debt Security of a particular series, means the
date specified in such Debt Security or in a Board Resolution or in an indenture
supplemental hereto with respect to such series as the fixed date on which an
installment of interest with respect to Debt Securities of that series is due
and payable.

                                          5


<PAGE>

OFFICERS' CERTIFICATE:

         The term "Officers' Certificate" shall mean a certificate signed by
the President or a Vice President and by the Treasurer or an Assistant Treasurer
or the Controller or an Assistant Controller or the Secretary or an Assistant
Secretary of the Company that is delivered to the Trustee in accordance with the
terms hereof.  Each such certificate shall include the statements provided for
in Section 13.07, if and to the extent required by the provisions thereof.

OPINION OF COUNSEL:

         The term "Opinion of Counsel" shall mean an opinion in writing of
legal counsel, who may be an employee of or counsel for the Company, that is
delivered to the Trustee in accordance with the terms hereof.  Each such opinion
shall include the statements provided for in Section 13.07, if and to the extent
required by the provisions thereof.

OUTSTANDING:

         The term "Outstanding", when used with reference to Debt Securities of
any series, means, subject to the provisions of Section 8.04, as of any
particular time, all Debt Securities of that series theretofore authenticated
and delivered by the Trustee under this Indenture, except (a) Debt Securities
theretofore canceled by the Trustee or any paying agent, or delivered to the
Trustee or any paying agent for cancellation or that have previously been
canceled; (b) Debt Securities or portions thereof for the payment or redemption
of which moneys or Governmental Obligations in the necessary amount shall have
been deposited in trust with the Trustee or with any paying agent (other than
the Company) or shall have been set aside and segregated in trust by the Company
(if the Company shall act as its own paying agent); PROVIDED, HOWEVER, that if
such Debt Securities or portions of such Debt Securities are to be redeemed
prior to the maturity thereof, notice of such redemption shall have been given
as in Article III provided, or provision satisfactory to the Trustee shall have
been made for giving such notice, (c) Debt Securities in lieu of or in
substitution for which other Debt Securities shall have been authenticated and
delivered pursuant to the terms of Section 2.07; and (d) Debt Securities with
respect to which the Company has effected defeasance and/or covenant defeasance
as provided in Article XI.

PERSON:

         The term "Person" shall mean any individual, corporation, partnership,
limited liability company, joint

                                          6


<PAGE>

venture, joint-stock company, unincorporated organization or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

PREDECESSOR SECURITY:

         The term "Predecessor Security" of any particular Debt Security means
every previous Debt Security evidencing all or a portion of the same debt and
guarantee as that evidenced by such particular Debt Security; and, for the
purposes of this definition, any Debt Security authenticated and delivered under
Section 2.07 in lieu of a lost, destroyed or stolen Debt Security shall be
deemed to evidence the same debt as the lost, destroyed or stolen Debt Security.

PREFERRED SECURITIES:

         The term "Preferred Securities" shall mean undivided beneficial
interests in the assets of a Trust which rank pari passu with Common Securities
issued by such trust; PROVIDED, HOWEVER, that upon the occurrence of an Event of
Default, the rights of holders of Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of holders of Preferred Securities.

PREFERRED SECURITIES GUARANTEE:

         The term "Preferred Securities Guarantee" shall mean any guarantee
that the Company may enter into with a Trust or other Persons that operate
directly or indirectly for the benefit of holders of Preferred Securities of
such Trust.

PROPERTY TRUSTEE:

         The term "Property Trustee" shall mean the entity performing the
functions of the Property Trustee of a Trust under the applicable Declaration of
such Trust.

RESPONSIBLE OFFICER:

         The term "Responsible Officer," when used with respect to the Trustee,
means the Chairman of the board of directors, the President, any Vice President,
the Secretary, the Treasurer, any trust officer, any corporate trust officer or
any other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of that officer's knowledge of and familiarity with the particular
subject.

                                          7


<PAGE>

SECURITYHOLDER, HOLDER, HOLDER OF DEBT SECURITIES, REGISTERED HOLDER:

         The terms "Securityholder", "Holder", "Holder of Debt Securities",
"registered holder", or other similar term, means the Person or Persons in whose
name or names a particular Debt Security shall be registered on the books of the
Company kept for that purpose in accordance with the terms of this Indenture.

SECURITY REGISTER AND SECURITY REGISTRAR:

         The terms "Security Register" and "Security Registrar" have the
respective meanings set forth in Section 2.05.

SUBSIDIARY:

         The term "Subsidiary" shall mean, with respect to any Person, (i) any
corporation at least a majority of whose outstanding Voting Stock shall at the
time be owned, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any
general partnership, joint venture or similar entity, at least a majority of
whose outstanding partnership or similar interests shall at the time be owned by
such Person, or by one or more of its Subsidiaries, or by such Person and one or
more of its Subsidiaries and (iii) any limited partnership of which such Person
or any of its Subsidiaries is a general partner.

TRUST:

         The term "Trust" shall mean any Delaware business trust formed by the
Company for the purpose of purchasing Debt Securities of the Company.

TRUSTEE:

         The term "Trustee" shall mean The First National Bank of Chicago, not
in its individual capacity, and, subject to the provisions of Article VII, shall
also include its successors and assigns, and, if at any time there is more than
one Person acting in such capacity hereunder, "Trustee" shall mean each such
Person.  The term "Trustee," as used with respect to a particular series of Debt
Securities, shall mean the trustee with respect to that series.

TRUST INDENTURE ACT:

         The term "Trust Indenture Act" shall mean the Trust Indenture Act of
1939.

                                          8


<PAGE>

TRUST SECURITIES:

         The term "Trust Securities" shall mean Common Securities and Preferred
Securities.

VOTING STOCK:

         The term "Voting Stock", as applied to stock of any Person, means
shares, interests, participations or other equivalents in the equity interest
(however designated) in such Person having ordinary voting power for the
election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency.

         SECTION 1.02.  INTERPRETATION. Each definition in this Indenture
includes the singular and the plural, and references to the neuter gender
include the masculine and feminine where appropriate.  Terms which relate to
accounting matters shall be interpreted in accordance with generally accepted
accounting principles in effect from time to time.  References to any statute
mean such statute as amended at the time and include any successor legislation. 
The word "or" is not exclusive, and the words "herein," "hereof" and "hereunder"
refer to this Indenture as a whole.  The headings to the Articles and Sections
are for convenience of reference and shall not affect the meaning or
interpretation of this Indenture.  References to Articles and Sections mean the
Articles and Sections of this Indenture.


                                      ARTICLE II

                        ISSUE, DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF DEBT SECURITIES

         SECTION 2.01.  DESIGNATION AND TERMS OF DEBT SECURITIES.  The
aggregate principal amount of Debt Securities that may be authenticated and
delivered under this Indenture is unlimited.  The Debt Securities may be issued
in one or more series up to the aggregate principal amount of Debt Securities of
that series from time to time authorized by or pursuant to a Board Resolution of
the Company or pursuant to one or more indentures supplemental hereto. Prior to
the initial issuance of Debt Securities of any series, there shall be
established in or pursuant to a Board Resolution of the Company, and set forth
in an Officers' Certificate of the Company, or established in one or more
indentures supplemental hereto:

                                          9


<PAGE>

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

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

         (3)  the date or dates on which the principal of the Debt Securities
    of that series is payable;

         (4)  the rate or rates at which the Debt Securities of that series
    shall bear interest or the manner of calculation of such rate or rates, if
    any;

         (5)  the date or dates from which such interest shall accrue, the
    Interest Payment Dates on which such interest will be payable or the manner
    of determination of such Interest Payment Dates and the record date for the
    determination of holders to whom interest is payable on any such Interest
    Payment Dates;

         (6)  the right, if any, to extend the interest payment periods and the
    duration of such extension;

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

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

         (9)  the subordination terms of the Debt Securities of that series;

         (10)  the form of the Debt Securities of that series, including the
    form of the Certificate of Authentication for such series;

                                          10


<PAGE>

         (11)  if other than denominations of twenty-five U.S. dollars ($25) or
    any integral multiple thereof, the denominations in which the Debt
    Securities of that series shall be issuable;

         (12)  whether and under what circumstances the Company will pay
    additional amounts on the Debt Securities of the series to any Holder who
    is not a United States Person (including any modification to the definition
    of such term) in respect of any tax, assessment or governmental charge and,
    if so, whether the Company will have the option to redeem such Debt
    Securities rather than pay such additional amounts (and the terms of any
    such option);

         (13)  any and all other terms with respect to such series (which terms
    shall not be inconsistent with the terms of this Indenture), including any
    terms which may be required by or advisable under United States laws or
    regulations or advisable in connection with the marketing of Debt
    Securities of that series; and

         (14)  whether the Debt Securities are issuable as a Global Security
    and, in such case, the identity of the Depositary for such series.

         All Debt Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to any such Board Resolution or in any indentures supplemental hereto.

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

         SECTION 2.02.  FORM OF DEBT SECURITIES AND TRUSTEE'S CERTIFICATE.  The
Debt Securities of any series and the Trustee's certificate of authentication to
be borne by such Debt Securities shall be substantially of the tenor and purport
as set forth in one or more indentures supplemental hereto or as provided in a
Board Resolution of the Company and as set forth in an Officers' Certificate of
the Company, and may have such letters, numbers or other marks of identification
or designation and such legends or endorsements printed, lithographed or
engraved thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Indenture, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto


                                          11


<PAGE>

or with any rule or regulation of any stock exchange on which Debt Securities of
that series may be listed, or to conform to usage.

         SECTION 2.03.  DENOMINATIONS; PROVISIONS FOR PAYMENT.  The Debt
Securities shall be issuable as registered Debt Securities and in the
denominations of twenty-five U.S. dollars ($25) or any integral multiple
thereof, subject to Section 2.01(11). The Debt Securities of a particular series
shall bear interest payable on the dates and at the rate specified with respect
to that series.  The principal of and the interest on the Debt Securities of any
series, as well as any premium thereon in case of redemption thereof prior to
maturity, shall be payable in the coin or currency of the United States of
America that at the time is legal tender for public and private debt, at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York.  Each Debt Security shall be dated
the date of its authentication.  Interest on the Debt Securities shall be
computed on the basis of a 360-day year composed of twelve 30-day months.

         The interest installment on any Debt Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for Debt
Securities of that series shall be paid to the Person in whose name said Debt
Security (or one or more Predecessor Debt Securities) is registered at the close
of business on the regular record date for such interest installment.  In the
event that any Debt Security of a particular series or portion thereof is called
for redemption and the redemption date is subsequent to a regular record date
with respect to any Interest Payment Date and prior to such Interest Payment
Date, interest on such Debt Security will be paid upon presentation and
surrender of such Debt Security as provided in Section 3.03.

         Any interest on any Debt Security that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for Debt
Securities of that series (herein called "Defaulted Interest") shall forthwith
cease to be payable to the registered holder on the relevant regular record date
by virtue of having been such holder; and such Defaulted Interest shall be paid
by the Company, at its election, as provided in clause (1) or clause (2) below:

         (1)  The Company may make payment of any Defaulted Interest on Debt
    Securities to the Persons in whose names such Debt Securities (or their
    respective Predecessor Debt Securities) are registered at the close of
    business on a special record date for the payment of such Defaulted
    Interest, which shall be fixed in the following manner:  the

                                          12


<PAGE>

    Company shall notify the Trustee in writing of the amount of Defaulted
    Interest proposed to be paid on each such Debt Security and the date of the
    proposed payment, and at the same time the Company shall deposit with the
    Trustee an amount of money equal to the aggregate amount proposed to be
    paid in respect of such Defaulted Interest or shall make arrangements
    satisfactory to the Trustee for such deposit prior to the date of the
    proposed payment, such money when deposited to be held in trust for the
    benefit of the Persons entitled to such Defaulted Interest as in this
    clause provided.  Thereupon the Trustee shall fix a special record date for
    the payment of such Defaulted Interest which shall not be more than 15 nor
    less than 10 days prior to the date of the proposed payment and not less
    than 10 days after the receipt by the Trustee of the notice of the proposed
    payment.  The Trustee shall promptly notify the Company of such special
    record date and, in the name and at the expense of the Company, shall cause
    notice of the proposed payment of such Defaulted Interest and the special
    record date therefor to be mailed, first class postage prepaid, to each
    Securityholder at the address of such Securityholder as it appears in the
    Security Register (as hereinafter defined), not less than 10 days prior to
    such special record date.  Notice of the proposed payment of such Defaulted
    Interest and the special record date therefor having been mailed as
    aforesaid, such Defaulted Interest shall be paid to the Persons in whose
    names such Debt Securities (or their respective Predecessor Debt
    Securities) are registered on such special record date and shall be no
    longer payable pursuant to the following clause (2).

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

         Unless otherwise set forth in a Board Resolution of the Company or one
or more indentures supplemental hereto establishing the terms of any series of
Debt Securities pursuant to Section 2.01 hereof, the term "REGULAR RECORD DATE"
as used in this Section with respect to a series of Debt Securities with respect
to any Interest Payment Date for such series shall mean either (a) the fifteenth
day of the month immediately preceding the month in which an Interest Payment
Date established for such series pursuant to Section 2.01 hereof shall occur, if
such Interest Payment Date is the first day of a month, (b) the

                                          13


<PAGE>

fifteenth day of the month in which an Interest Payment Date established for
such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the last day of such month, or (c) the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the fifteenth day of a month, whether or not such date is a
Business Day.

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

         SECTION 2.04.  EXECUTION AND AUTHENTICATION.  The Debt Securities
shall be signed on behalf of the Company by its President or one of its Vice
Presidents, and attested by its Secretary or one of its Assistant Secretaries. 
Signatures may be in the form of a manual or facsimile signature.  The Company
may use the facsimile signature of any Person who shall have been a President or
Vice President thereof, or of any Person who shall have been a Secretary or
Assistant Secretary thereof, notwithstanding the fact that at the time the Debt
Securities shall be authenticated and delivered or disposed of such Person shall
have ceased to be the President or a Vice President, or the Secretary or an
Assistant Secretary, of the Company.  The seal, if any, of the Company may be in
the form of a facsimile of such seal and may be impressed, affixed, imprinted or
otherwise reproduced on the Debt Securities.  The Debt Securities may contain
such notations, legends or endorsements required by law, stock exchange rule or
usage.  Each Debt Security shall be dated the date of its authentication by the
Trustee.

         A Debt Security shall not be valid until authenticated manually by an
authorized signatory of the Trustee, or by an Authenticating Agent.  Such
signature shall be conclusive evidence that the Debt Security so authenticated
has been duly authenticated and delivered hereunder and that the holder is
entitled to the benefits of this Indenture.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Debt Securities of any series executed
by the Company to the Trustee for authentication, together with a written order
of the Company for the authentication and delivery of such Debt Securities,
signed by its President or any Vice President and its Treasurer or any Assistant
Treasurer, and the Trustee in accordance with

                                          14


<PAGE>

such written order shall authenticate and deliver such Debt Securities.

         In authenticating such Debt Securities and accepting the additional
responsibilities under this Indenture in relation to such Debt Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.

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

         SECTION 2.05.  REGISTRATION OF TRANSFER AND EXCHANGE.

         (a)  Debt Securities of any series may be exchanged upon presentation
thereof at the office or agency of the Company designated for such purpose in
the Borough of Manhattan, the City and State of New York, for other Debt
Securities of such series of authorized denominations, and for a like aggregate
principal amount, upon payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, all as provided in this Section.  In
respect of any Debt Securities so surrendered for exchange, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver
in exchange therefor the Debt Security or Debt Securities of the same series
that the Securityholder making the exchange shall be entitled to receive,
bearing numbers not contemporaneously outstanding.

         (b)  The Company shall keep, or cause to be kept, at its office or
agency designated for such purpose in the Borough of Manhattan, the City and
State of New York, or such other location designated by the Company a register
or registers (herein referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall register
the Debt Securities and the transfers of Debt Securities as in this Article
provided and which at all reasonable times shall be open for inspection by the
Trustee.  The registrar for the purpose of registering Debt Securities and
transfer of Debt Securities as herein provided shall be appointed as authorized
by Board Resolution (the "Security Registrar").

         Upon surrender for transfer of any Debt Security at the office or
agency of the Company designated for such purpose in the Borough of Manhattan,
the City and State of New York, the


                                          15


<PAGE>

Company shall execute, the Trustee shall authenticate and such office or agency
shall deliver in the name of the transferee or transferees a new Debt Security
or Debt Securities of the same series and same aggregate principal amount as the
Debt Security presented for transfer.

         All Debt Securities presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be accompanied (if
so required by the Company or the Security Registrar) by a written instrument or
instruments of transfer, in form satisfactory to the Company or the Security
Registrar, duly executed by the registered holder or by such holder's duly
authorized attorney in writing.

         (c)  No service charge shall be made for any exchange or registration
of transfer of Debt Securities, or issue of new Debt Securities in case of
partial redemption of any series, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04
not involving any transfer.

         (d)  The Company shall not be required (i) to issue, exchange or
register the transfer of any Debt Securities of a series during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of less than all the Outstanding Debt Securities of the
same series and ending at the close of business on the day of such mailing, nor
(ii) to register the transfer of or exchange any Debt Securities of any series
or portions thereof called for redemption.  The provisions of this Section 2.05
are, with respect to any Global Security, subject to Section 2.11 hereof.

         SECTION 2.06.  TEMPORARY SECURITIES.  Pending the preparation of
definitive Debt Securities of any series, the Company may execute, and the
Trustee shall authenticate and deliver, temporary Debt Securities (printed,
lithographed or typewritten) of any authorized denomination.  Such temporary
Debt Securities shall be substantially in the form of the definitive Debt
Securities in lieu of which they are issued, but with such omissions, insertions
and variations as may be appropriate for temporary Debt Securities, all as may
be determined by the Company.  Every temporary Debt Security of any series shall
be executed by the Company and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Debt Securities of such series.  Without unnecessary delay the
Company will execute and will furnish definitive Debt Securities of such series
and thereupon any or all temporary Debt Securities of such series may be
surrendered in exchange therefor (without charge to the

                                          16


<PAGE>

holders), at the office or agency of the Company designated for the purpose in
the Borough of Manhattan, the City and State of New York, and the Trustee shall
authenticate and such office or agency shall deliver in exchange for such
temporary Debt Securities an equal aggregate principal amount of definitive Debt
Securities of such series, unless the Company advises the Trustee to the effect
that definitive Debt Securities need not be executed and furnished until further
notice from the Company.  Until so exchanged, the temporary Debt Securities of
such series shall be entitled to the same benefits under this Indenture as
definitive Debt Securities of such series authenticated and delivered hereunder.

         SECTION 2.07.  MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES. 
In case any temporary or definitive Debt Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company's request the Trustee (subject as aforesaid)
shall authenticate and deliver, a new Debt Security of the same series, bearing
a number not contemporaneously outstanding, in exchange and substitution for the
mutilated Debt Security, or in lieu of and in substitution for the Debt Security
so destroyed, lost or stolen.  In every case the applicant for a substituted
Debt Security shall furnish to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant's Debt Security and of the ownership thereof. 
The Trustee may authenticate any such substituted Debt Security and deliver the
same upon the written request or authorization of any officer of the Company. 
Upon the issuance of any substituted Debt Security, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.  In case any Debt Security
that has matured or is about to mature shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Debt Security,
pay or authorize the payment of the same (without surrender thereof except in
the case of a mutilated Debt Security) if the applicant for such payment shall
furnish to the Company and the Trustee such security or indemnity as they may
require to save them harmless, and, in case of destruction, loss or theft,
evidence to the satisfaction of the Company and the Trustee of the destruction,
loss or theft of such Debt Security and of the ownership thereof.

         Every replacement Debt Security issued pursuant to the provisions of
this Section shall constitute an additional

                                          17


<PAGE>

contractual obligation of the Company, whether or not the mutilated, destroyed,
lost or stolen Debt Security shall be found at any time, or be enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debt Securities of the same series duly
issued hereunder.  All Debt Securities shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debt Securities,
and shall preclude (to the extent lawful) any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

         SECTION 2.08.  CANCELLATION.  All Debt Securities surrendered for the
purpose of payment, redemption, exchange or registration of transfer shall, if
surrendered to the Company or any paying agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and
no Debt Securities shall be issued in lieu thereof except as expressly required
or permitted by any of the provisions of this Indenture.  On request of the
Company at the time of such surrender, the Trustee shall deliver to the Company
canceled Debt Securities held by the Trustee.  In the absence of such request
the Trustee may dispose of canceled Debt Securities in accordance with its
standard procedures and deliver a certificate of disposition to the Company.  If
the Company shall otherwise acquire any of the Debt Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Debt Securities unless and until the same are
delivered to the Trustee for cancellation.

         SECTION 2.09.  BENEFITS OF INDENTURE.  Nothing in this Indenture or in
the Debt Securities, express or implied, shall give or be construed to give to
any Person, other than the parties hereto and the holders of the Debt Securities
(and, with respect to the provisions of Article XIV, the holders of any
indebtedness to which the Debt Securities are subordinated) any legal or
equitable right, remedy or claim under or in respect of this Indenture, or under
any covenant, condition or provision herein contained; all such covenants,
conditions and provisions being for the sole benefit of the parties hereto and
of the holders of the Debt Securities (and, with respect to the provisions of
Article XIV, the holders of any indebtedness to which the Debt Securities are
subordinated).

         SECTION 2.10.  AUTHENTICATING AGENT.  So long as any Debt Securities
of any series remain Outstanding, there may be an Authenticating Agent for any
or all such series of Debt

                                          18


<PAGE>

Securities which the Trustee shall have the right to appoint.  Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Debt Securities of such series issued upon exchange, transfer or
partial redemption thereof, and Debt Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder.  All references in
this Indenture to the authentication of Debt Securities by the Trustee shall be
deemed to include authentication by an Authenticating Agent for such series. 
Each Authenticating Agent shall be acceptable to the Company and shall be a
corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and that is otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by federal or state authorities.  If at
any time any Authenticating Agent shall cease to be eligible in accordance with
these provisions, it shall resign immediately.

         Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company.  The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company.  Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent 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 as if originally named as an Authenticating Agent pursuant hereto.

         SECTION 2.11.  GLOBAL SECURITIES.  (a)  If the Company shall establish
pursuant to Section 2.01 that the Debt Securities of a particular series are to
be issued as a Global Security or Securities, then the Company shall execute and
the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a
Global Security that (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all of the Outstanding Debt
Securities of such series, (ii) shall be registered in the name of the
Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction and (iv) shall bear a
legend substantially to the following effect: "Except as otherwise provided in
Section 2.11 of the Indenture, this Debt Security may be transferred, in whole
but not in part, only to another nominee of the Depositary or to a successor
Depositary or to a nominee of such successor Depositary."

                                          19


<PAGE>

         (b)  Notwithstanding the provisions of Section 2.05, the Global
Security or Securities of a series may be transferred, in whole but not in part
and in the manner provided in Section 2.05, only to another nominee of the
Depositary for such series, or to a successor Depositary for such series
selected or approved by the Company or to a nominee of such successor
Depositary.

         (c)  If at any time the Depositary for a series of Debt Securities
notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer
be registered or in good standing under the Exchange Act, or other applicable
statute or regulation, at a time when the Depositary is required to be so
registered to act as such Depositary and a successor Depositary for such series
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, as the case may be, this Section 2.11
shall no longer be applicable to the Debt Securities of such series and the
Company will execute, and subject to Section 2.05, the Trustee will authenticate
and deliver the Debt Securities of such series in definitive registered form
without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security or Securities of
such series in exchange for such Global Security or Securities.  In addition,
the Company may at any time determine that the Debt Securities of any series
shall no longer be represented by a Global Security or Securities and that the
provisions of this Section 2.11 shall no longer apply to the Debt Securities of
such series.  In such event, the Company will execute and subject to Section
2.05, the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, will authenticate and deliver the Debt Securities
of such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security or Securities of such series in exchange for such
Global Security or Securities.  Upon the exchange of the Global Security or
Securities for such Debt Securities in definitive registered form without
coupons, in authorized denominations, the Global Security or Securities shall be
canceled by the Trustee.  Such Debt Securities in definitive registered form
issued in exchange for the Global Security or Securities pursuant to this
Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee.  The Trustee
shall deliver such Debt Securities to the Depositary for delivery to the Persons
in whose names such Debt Securities are so registered.

                                          20


<PAGE>


                                     ARTICLE III

              REDEMPTION OF DEBT SECURITIES AND SINKING FUND PROVISIONS

         SECTION 3.01.  REDEMPTION.  The Company may redeem the Debt Securities
of any series issued hereunder on and after the dates and in accordance with the
terms established for such series pursuant to Section 2.01 hereof.

         SECTION 3.02.  NOTICE OF REDEMPTION.  (a)  In case the Company shall
desire to exercise such right to redeem all or, as the case may be, a portion of
the Debt Securities of any series in accordance with the right reserved so to
do, the Company shall, or shall cause the Trustee to, give notice of such
redemption to holders of the Debt Securities of such series to be redeemed by
mailing, first class postage prepaid, a notice of such redemption not less than
30 days and not more than 90 days before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon the
Security Register unless a shorter period is specified in the Debt Securities to
be redeemed.  Any notice that is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the registered
holder receives the notice.  In any case, failure duly to give such notice to
the holder of any Debt Security of any series designated for redemption in whole
or in part, or any defect in such notice, shall not affect the validity of the
proceedings for the redemption of any other Debt Securities of such series or
any other series.  In the case of any redemption of Debt Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Debt Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with any such
restriction.

         Each such notice of redemption shall specify the date fixed for
redemption and the redemption price at which Debt Securities of that series are
to be redeemed, and shall state that payment of the redemption price of such
Debt Securities to be redeemed will be made at the office or agency of the
Company in the Borough of Manhattan, the City and State of New York, upon
presentation and surrender of such Debt Securities, that interest accrued to the
date fixed for redemption will be paid as specified in said notice, that from
and after said date interest will cease to accrue and that the redemption is for
a sinking fund, if such is the case.  If less than all the Debt Securities of a
series are to be redeemed, the notice to the holders of Debt Securities of that
series to be redeemed in whole or in part shall specify the particular Debt
Securities to be so redeemed.  In case any Debt Security is to be redeemed in
part only, the

                                          21


<PAGE>

notice that relates to such Debt Security shall state the portion of the
principal amount thereof to be redeemed, and shall state that on and after the
redemption date, upon surrender of such Debt Security, a new Debt Security or
Debt Securities of such series in principal amount equal to the unredeemed
portion thereof will be issued.

         (b)  If less than all the Debt Securities of a series are to be
redeemed, the Company shall give the Trustee at least 45 days' notice in advance
of the date fixed for redemption as to the aggregate principal amount of Debt
Securities of the series to be redeemed, and thereupon the Trustee shall select,
by lot or in such other manner as it shall deem appropriate and fair in its
discretion and that may provide for the selection of a portion or portions
(equal to twenty-five U.S. dollars ($25) or any integral multiple thereof) of
the principal amount of such Debt Securities of a denomination larger than $25,
the Debt Securities to be redeemed and shall thereafter promptly notify the
Company in writing of the numbers of the Debt Securities to be redeemed, in
whole or in part.

         The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by its President or any Vice President,
instruct the Trustee or any paying agent to call all or any part of the Debt
Securities of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such paying agent may deem
advisable.  In any case in which notice of redemption is to be given by the
Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as the
case may be, such Security Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.

         SECTION 3.03.  PAYMENT UPON REDEMPTION.  

         (a)  If the giving of notice of redemption shall have been completed
as above provided, the Debt Securities or portions of Debt Securities of the
series to be redeemed specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption and
interest on such Debt Securities or portions of Debt Securities shall cease to
accrue on and after the date fixed for redemption, unless the Company shall
default in the payment of such redemption price and accrued interest with
respect to any such Debt Security or portion thereof.  On presentation and 

                                          22


<PAGE>

surrender of such Debt Securities on or after the date fixed for redemption at
the place of payment specified in the notice, said Debt Securities shall be paid
and redeemed at the applicable redemption price for such series, together with
interest accrued thereon to the date fixed for redemption (but if the date fixed
for redemption is an interest payment date, the interest installment payable on
such date shall be payable to the registered holder at the close of business on
the applicable record date pursuant to Section 2.03).

         (b)  Upon presentation of any Debt Security of such series that is to
be redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Debt Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new Debt
Security or Debt Securities of the same series, of authorized denominations in
principal amount equal to the unredeemed portion of the Debt Security so
presented.

         SECTION 3.04.  SINKING FUND.  The provisions of Sections 3.04, 3.05
and 3.06 shall be applicable to any sinking fund for the retirement of Debt
Securities of a series, except as otherwise specified as contemplated by Section
2.01 for Debt Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Debt Securities of any series is herein referred to as a "MANDATORY
SINKING FUND PAYMENT," and any payment in excess of such minimum amount provided
for by the terms of Debt Securities of any series is herein referred to as an
"OPTIONAL SINKING FUND PAYMENT".  If provided for by the terms of Debt
Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 3.05. Each sinking fund payment
shall be applied to the redemption of Debt Securities of any series as provided
for by the terms of Debt Securities of such series.

         SECTION 3.05.  SATISFACTION OF SINKING FUND PAYMENTS WITH DEBT
SECURITIES.  The Company (i) may deliver Outstanding Debt Securities of a series
(other than any Debt Securities previously called for redemption) and (ii) may
apply as a credit Debt Securities of a series that have been redeemed either at
the election of the Company pursuant to the terms of such Debt Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Debt Securities, in each case in satisfaction of all or any
part of any sinking fund payment with respect to the Debt Securities of such
series required to be made pursuant to the terms of such Debt Securities as
provided for by the terms of such series, PROVIDED that such Debt Securities
have not been previously so

                                          23


<PAGE>

credited.  Such Debt Securities shall be received and credited for such purpose
by the Trustee at the redemption price specified in such Debt Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.

         SECTION 3.06.  REDEMPTION OF DEBT SECURITIES FOR SINKING FUND.  Not
less than 45 days prior to each sinking fund payment date for any series of Debt
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of such series, the portion thereof, if any, that is to be
satisfied by delivering and crediting Debt Securities of that series pursuant to
Section 3.05 and the basis for such credit and will, together with such
Officers' Certificate, deliver to the Trustee any Debt Securities to be so
delivered.  Not less than 30 days before each such sinking fund payment date,
the Trustee shall select the Debt Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 3.02 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 3.02. Such notice having been duly
given, the redemption of such Debt Securities shall be made upon the terms and
in the manner stated in Section 3.03.


                                      ARTICLE IV

                               COVENANTS OF THE COMPANY

         SECTION 4.01.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.  The
Company will duly and punctually pay or cause to be paid the principal of (and
premium, if any) and interest on the Debt Securities of each series at the time
and place and in the manner provided herein and established with respect to such
Debt Securities.

         SECTION 4.02.  MAINTENANCE OF OFFICE OR AGENCY.  So long as any series
of the Debt Securities remain Outstanding, the Company agrees to maintain an
office or agency in the Borough of Manhattan, the City and State of New York,
with respect to each such series and at such other location or locations as may
be designated as provided in this Section 4.02, where (i) Debt Securities of
such series may be presented for payment, (ii) Debt Securities of such series
may be presented as hereinabove authorized for registration of transfer and
exchange, and (iii) notices and demands to or upon the Company in respect of the
Debt Securities of such series and this Indenture may be given or served, such
designation to continue with respect to such office

                                          24


<PAGE>

or agency until the Company shall, by written notice signed by its President or
a Vice President and delivered to the trustee, designate some other office or
agency for such purposes or any of them.  If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
notices and demands.

         SECTION 4.03.  PAYING AGENTS.  

         (a)  If the Company shall appoint one or more paying agents for all or
any series of the Debt Securities, other than the Trustee, the Company will
cause each such paying agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provisions of
this Section:

         (1)  that it will hold all sums held by it as such agent for the
    payment of the principal of (and premium, if any) or interest on the Debt
    Securities of that series (whether such sums have been paid to it by the
    Company or by any other obligor of such Debt Securities) in trust for the
    benefit of the Persons entitled thereto;

         (2)  that it will give the Trustee notice of any failure by the
    Company to make any payment of the principal of (and premium, if any) or
    interest on the Debt Securities of that series when the same shall be due
    and payable;

         (3)  that it will, at any time during the continuance of any failure
    referred to in the preceding paragraph (a)(2) above, upon the written
    request of the Trustee, forthwith pay to the Trustee all sums so held in
    trust by such paying agent; and

         (4)  that it will perform all other duties of paying agent as set
    forth in this Indenture.

         (b)  If the Company shall act as its own paying agent with respect to
any series of the Debt Securities, it will on or before each due date of the
principal of (and premium, if any) or interest on Debt Securities of that
series, set aside, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay such principal (and premium, if any) or
interest so becoming due on Debt Securities of that series until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of such action, or any failure by it to take such
action.  Whenever the

                                          25


<PAGE>

Company shall have one or more paying agents for any series of Debt Securities,
it will, on or before each due date of the principal of (and premium, if any) or
interest on any Debt Securities of that series, deposit with the paying agent a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such paying agent
is the Trustee) the Company will promptly notify the Trustee of such deposit or
failure so to deposit.

         (c)  Notwithstanding anything in this Section to the contrary, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.05, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or 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 terms and conditions as those upon which such sums were
held by the Company or such paying agent; and, upon such payment by any paying
agent to the Trustee, such paying agent shall be released from all further
liability with respect to such money.

         SECTION 4.04.  APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.  The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

         SECTION 4.05.  COMPLIANCE WITH CONSOLIDATION PROVISIONS.  The Company
will not, while any of the Debt Securities remain Outstanding, consolidate with,
or merge into, or merge into itself, or sell or convey all or substantially all
of its property to any other company unless the provisions of Article X hereof
are complied with.

         SECTION 4.06.  LIMITATION ON DIVIDENDS; TRANSACTIONS WITH AFFILIATES.  

         (a)  If Debt Securities are issued to a Trust or a trustee of such
Trust in connection with the issuance of Preferred Securities by such Trust and
(i) there shall have occurred any event that would constitute an Event of
Default or (ii) the Company shall be in default with respect to its payment or
any obligations under the Preferred Securities Guarantee relating to such
Preferred Securities, then (x) the Company shall not declare or pay any dividend
on, make any distributions with respect to, or redeem, purchase or make a
liquidation payment with respect to, any of its capital stock (other than

                                          26


<PAGE>

(A) purchases or acquisitions of shares of Company common stock in connection
with the satisfaction by the Company of its obligations under any employee
benefit plans or any other contractual obligations of the Company, other than a
contractual obligation ranking PARI PASSU with or junior to the Debt
Securities), (B) as a result of a reclassification of Company capital stock or
the exchange or conversion of one class or series of Company capital stock for
another class or series of Company capital stock, or (C) the purchase of
fractional interests in shares of Company capital stock pursuant to the
conversion or exchange provisions of such Company capital stock or the security
being converted or exchanged), (y) the Company shall not make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities (including guarantees) issued by the Company which rank PARI
PASSU with or junior to such Debt Securities and (z) the Company shall not make
guarantee payments with respect to the foregoing (other than pursuant to
Preferred Securities Guarantees).

         (b)  If Debt Securities are issued to a Trust or a trustee of such
Trust in connection with the issuance of Trust Securities by such Trust and the
Company shall have given notice of its election to defer payments of interest on
such Debt Securities by extending the interest payment period as provided in any
indenture supplemental hereto and such period, or any extension thereof, shall
be continuing, then (i) the Company shall not declare or pay any dividend, or
make any distributions with respect to, or redeem, purchase or make a
liquidation payment with respect to, any of its capital stock (other than
(A) purchases or acquisitions of shares of Company common stock in connection
with the satisfaction by the Company of its obligations under any employee
benefit plans or any other contractual obligations of the Company, other than a
contractual obligation ranking PARI PASSU with or junior to the Debt Securities)
(B) as a result of a reclassification of Company capital stock or the exchange
or conversion of one class or series of Company capital stock for another class
or series of Company capital stock, or (C) the purchase of fractional interests
in shares of Company capital stock pursuant to the conversion or exchange
provisions of such Company capital stock or the security being converted or
exchanged), (ii) the Company shall not make any payment of interest, principal
or premium, if any, on or repay, repurchase or redeem any debt securities
(including guarantees) issued by the Company which rank PARI PASSU with or
junior to such Debt Securities and (iii) the Company shall not make any
guarantee payments with respect to the foregoing (other than pursuant to
Preferred Securities Guarantees).

                                          27


<PAGE>

         SECTION 4.07.  COVENANTS AS TO TRUST.  In the event Debt Securities
are issued and sold to a Trust in connection with the issuance of Trust
Securities by such Trust, for so long as such Trust Securities remain
outstanding, the Company will (i) maintain 100% direct or indirect ownership of
the Common Securities of such Trust; PROVIDED, HOWEVER, that any permitted
successor of the Company under the Indenture may succeed to the Company's
ownership of such Common Securities, (ii) not cause, as sponsor of such Trust,
or permit, as holder of Common Securities of such Trust, the dissolution,
winding-up or termination of such trust, except in connection with a
distribution of Debt Securities as provided in the Declaration and in connection
with certain mergers, consolidations or amalgamations permitted by the
Declaration and (iii) use its reasonable efforts to cause such Trust (a) to
remain a business trust, except in connection with a distribution of Debt
Securities, the redemption of all of the Trust Securities of such Trust or
certain mergers, consolidations or amalgamations, each as permitted by the
Declaration of such Trust, and (b) to otherwise continue to be classified for
United States federal income tax purposes as a grantor trust.

         SECTION 4.08.  CORPORATE EXISTENCE.  The Company will, subject to the
provisions of Article X, at all times maintain its corporate existence and right
to carry on business and will duly procure all renewals and extensions thereof,
and, to the extent necessary or desirable in the operation of its business, will
use its best efforts to maintain, preserve and renew all of its rights, powers,
privileges and material franchises.


                                      ARTICLE V

                          SECURITYHOLDERS, LISTS AND REPORTS
                            BY THE COMPANY AND THE TRUSTEE

         SECTION 5.01.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
SECURITYHOLDERS.  The Company will furnish or cause to be furnished to the
Trustee (a) on a quarterly basis on each regular record date (as defined in
Section 2.03) a list, in such form as the Trustee may reasonably require, of the
names and addresses of the holders of each series of Debt Securities as of such
regular record date, PROVIDED that the Company shall not be obligated to furnish
or cause to be furnished such list at any time that such list shall not differ
in any respect from the most recent list furnished to the Trustee by the Company
and (b) at such other times as the Trustee may request in writing within 30 days
after the receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished; PROVIDED, HOWEVER, that in either case, no such list need be
furnished for any series of

                                          28


<PAGE>

Debt Securities for which the Trustee shall be the Security Registrar.

         SECTION 5.02.  PRESERVATION OF INFORMATION; COMMUNICATIONS WITH
SECURITYHOLDERS.  

         (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Debt Securities contained in the most recent list furnished to it as provided in
Section 5.01 and as to the names and addresses of holders of Debt Securities
received by the Trustee in its capacity as Security Registrar (if acting in such
capacity).

         (b)  The Trustee may destroy any list furnished to it as provided in
Section 5.01 upon receipt of a new list so furnished.

         (c)  Securityholders may communicate as provided in Section 312(b) of
the Trust Indenture Act with other Securityholders with respect to their rights
under this Indenture or under the Debt Securities.

         SECTION 5.03.  REPORTS BY THE COMPANY.  

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

         (b)  The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from to time
by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations.

                                          29


<PAGE>

         (c)  The Company covenants and agrees to transmit by mail, first class
postage prepaid, or reputable overnight delivery service that provides for
evidence of receipt, to the Securityholders, as their names and addresses appear
upon the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to subsections (a) and (b) of this Section as may
be required by rules and regulations prescribed from time to time by the
Commission.

         SECTION 5.04.  REPORTS BY THE TRUSTEE.  

         (a)  Within 60 days after May 15 of each year in which any of the Debt
Securities are Outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Securityholders, as their names and addresses appear
upon the Security Register, a brief report dated as of the preceding May 15, if
and to the extent required under Section 313(a) of the Trust Indenture Act.

         (b)  The Trustee shall comply with Sections 313(b) and 313(c) of the
Trust Indenture Act.

         (c)  A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with the Company, with
each stock exchange upon which any Debt Securities are listed (if so listed) and
also with the Commission.  The Company agrees to notify the Trustee when any
Debt Securities become listed on any stock exchange.


                                      ARTICLE VI

                     REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                                 ON EVENT OF DEFAULT

         SECTION 6.01.  EVENTS OF DEFAULT.  

         (a)  Whenever used herein with respect to Debt Securities of a
particular series, "Event of Default" means any one or more of the following
events that has occurred and is continuing:

         (1)  the Company defaults in the payment of any installment of
    interest upon any of the Debt Securities of that series, as and when the
    same shall become due and payable, and continuance of such default for a
    period of 30 days; PROVIDED, HOWEVER, that a valid extension of an interest
    payment period by the Company in accordance with

                                          30


<PAGE>

    the terms of any indenture supplemental hereto, shall not constitute a
    default in the payment of interest for this purpose; 

         (2)  the Company defaults in the payment of the principal of (or
    premium, if any, on) any of the Debt Securities of that series as and when
    the same shall become due and payable whether at maturity, upon redemption,
    by declaration or otherwise, or in any payment required by any sinking or
    analogous fund established with respect to that series;

         (3)  the Company fails to observe or perform any other of its
    covenants or agreements with respect to that series contained in this
    Indenture or otherwise established with respect to that series of Debt
    Securities pursuant to Section 2.01 hereof (other than a covenant or
    agreement that has been expressly included in this Indenture solely for the
    benefit of one or more series of Debt Securities other than such series)
    for a period of 90 days after the date on which written notice of such
    failure, requiring the same to be remedied and stating that such notice is
    a "Notice of Default" hereunder, shall have been given to the Company by
    the Trustee, by registered or certified mail, or to the Company and the
    Trustee by the holders of at least 25% in principal amount of the Debt
    Securities of that series at the time Outstanding;

         (4)  the Company pursuant to or within the meaning of any Bankruptcy
    Law (i) commences a voluntary case, (ii) consents to the entry of an order
    for relief against it in an involuntary case, (iii) consents to the
    appointment of a Custodian of it or for all or substantially all of its
    property or (iv) makes a general assignment for the benefit of its
    creditors;

         (5)  a court of competent jurisdiction enters an order under any
    Bankruptcy Law that (i) is for relief against the Company in an involuntary
    case, (ii) appoints a Custodian of the Company for all or substantially all
    of its property, or (iii) orders the liquidation of the Company, and the
    order or decree remains unstayed and in effect for 90 days; or

         (6)  in the event Debt Securities are issued and sold to a Trust of
    the Company in connection with the issuance of Trust Securities by such
    Trust, such Trust shall have voluntarily or involuntarily dissolved,
    wound-up its business or otherwise terminated its existence except in
    connection with (i) the distribution of Debt Securities to holders of Trust
    Securities in liquidation of their

                                          31


<PAGE>

    interests in such Trust, (ii) the redemption of all outstanding Trust
    Securities of such Trust, and (iii) mergers, consolidations or
    amalgamations, each as permitted by the Declaration of such Trust. 

         (b)  If an Event of Default described in clauses 1, 2, 3 or 6 of
Section 6.01(a) with respect to Debt Securities of any series at the time
outstanding occurs and is continuing, unless the principal of all the Debt
Securities of that series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Debt Securities of that series then Outstanding hereunder, by notice in writing
to the Company (and to the Trustee, if given by such Securityholders), may
declare the principal of all the Debt Securities of that series to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, notwithstanding anything contained in this
Indenture or in the Debt Securities of that series or established with respect
to that series pursuant to Section 2.01 to the contrary.  If an Event of Default
specified in clause (4) or (5) of Section 6.01(a) occurs or is continuing, then
the principal amount of all the Debt Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Securityholder.

         (c)  At any time after the principal of the Debt Securities of that
series shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the holders of a majority in aggregate principal amount of
the Debt Securities of that series then Outstanding hereunder, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if: (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Debt
Securities of that series and the principal of (and premium, if any, on) any and
all Debt Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Debt Securities
of that series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.06, and (ii) any and all Events of Default under the
Indenture with respect to such series, other than the nonpayment of principal on
Debt Securities of that series that shall not have become due by their terms,
shall have been remedied or waived as provided in Section 6.06.

                                          32


<PAGE>

         No such rescission and annulment shall extend to or shall affect any
subsequent default or impair any right consequent thereon.

         (d)  In case the Trustee shall have proceeded to enforce any right
with respect to Debt Securities of that series under this Indenture and such
proceedings shall have been discontinued or abandoned because of such rescission
or annulment or for any other reason or shall have been determined adversely to
the Trustee, then and in every such case the Company and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.

         SECTION 6.02.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.  

         (a)  The Company covenants that (1) in case it shall default in the
payment of any installment of interest on any of the Debt Securities of a
series, or any payment required by any sinking or analogous fund established
with respect to that series as and when the same shall have become due and
payable, and such default shall have continued for a period of 90 days, or (2)
in case it shall default in the payment of the principal of (or premium, if any,
on) any of the Debt Securities of a series when the same shall have become due
and payable, whether upon maturity of the Debt Securities of a series or upon
redemption or upon declaration or otherwise, then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the holders of the Debt
Securities of that series, the whole amount that then shall have become due and
payable on all such Debt Securities for principal (and premium, if any) or
interest, or both, as the case may be, with interest upon the overdue principal
(and premium, if any) and (to the extent that payment of such interest is
enforceable under applicable law and, if the Debt Securities are held by a
Trust, without duplication of any other amounts paid by such Trust in respect
thereof) upon overdue installments of interest at the rate per annum expressed
in the Debt Securities of that series; and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection and
the amount payable to the Trustee under Section 7.06.

         (b)  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, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or

                                          33


<PAGE>

other obligor upon the Debt Securities of that series and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or other obligor upon the Securities of that series,
wherever situated.

         (c)  In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company or its creditors or property, the Trustee shall have power
to intervene in such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise provided by law) be
entitled to file such proofs of claim and other papers and documents as may be
necessary or advisable in order to have the claims of the Trustee and of the
holders of Debt Securities of such series allowed for the entire amount due and
payable by the Company under this Indenture at the date of institution of such
proceedings and for any additional amount that may become due and payable by the
Company after such date, and to collect and receive any moneys or other property
payable or deliverable on any such claim, and to distribute the same after the
deduction of the amount payable to the Trustee under Section 7.06; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Debt Securities of such series to make such
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to such Securityholders, to pay to the Trustee
any amount due it under Section 7.06.

         (d)  All rights of action and of asserting claims under this
Indenture, or under any of the terms established with respect to Debt Securities
of that series, may be enforced by the Trustee without the possession of any of
such Debt Securities, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or 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 payment to the Trustee of any
amounts due under Section 7.06, be for the ratable benefit of the holders of the
Debt Securities of such series.

         In case of an Event of Default hereunder, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

                                          34


<PAGE>

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

         SECTION 6.03.  APPLICATION OF MONEYS COLLECTED.  Any moneys collected
by the Trustee pursuant to this Article with respect to a particular series of
Debt Securities shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such moneys on account
of principal (or premium, if any) or interest, upon presentation of the Debt
Securities of that series, and notation thereon of the payment, if only
partially paid, and upon surrender thereof if fully paid:

         FIRST:  To the payment of costs and expenses of collection and of all
    amounts payable to the Trustee under Section 7.06;

         SECOND:  To the payment of all indebtedness to which the Debt
    Securities are subordinated if and to the extent required by Article XIV;
    and

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

         SECTION 6.04.  LIMITATION ON SUITS.  No holder of any Debt Security of
any series shall have any right by virtue or by availing of any provision of
this Indenture to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless (i) such holder
previously shall have given to the Trustee written notice of an Event of Default
and of the continuance thereof with respect to the Debt Securities of such
series specifying such Event of Default, as herein provided; (ii) the holders of
not less than 25% in aggregate principal amount of the Debt Securities of such
series then Outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as trustee hereunder;
(iii) such holder or holders shall have offered to the Trustee such reason-

                                          35


<PAGE>

able indemnity as it may require against the costs, expenses and liabilities to
be incurred therein or thereby; and (iv) the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity, shall have failed to
institute any such action, suit or proceeding; and (v) during such 60 day
period, the holders of a majority in principal amount of the Debt Securities of
that series do not give the Trustee a direction inconsistent with the request.

         Notwithstanding anything contained herein to the contrary, any other
provisions of this Indenture, the right of any holder of any Debt Security to
receive payment of the principal of (and premium, if any) and interest on such
Debt Security, as therein provided, on or after the respective due dates
expressed in such Debt Security (or in the case of redemption, on the redemption
date), or to institute suit for the enforcement of any such payment on or after
such respective dates or redemption date, shall not be impaired or affected
without the consent of such holder, and by accepting a Debt Security hereunder
it is expressly understood, intended and covenanted by the taker and holder of
every Debt Security of such series with every other such taker and holder and
the Trustee, that no one or more holders of Debt Securities of such series shall
have any right in any manner whatsoever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of the
holders of any other of such Debt Securities, or to obtain or seek to obtain
priority over or preference to any other such holder, or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Debt Securities of such series. 
For the protection and enforcement of the provisions of this Section, each and
every Securityholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

         SECTION 6.05.  RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAIVER.  

         (a)  Except as otherwise provided in Section 2.07, all powers and
remedies given by this Article to the Trustee or to the Securityholders shall,
to the extent permitted by law, be deemed cumulative and not exclusive of any
other powers and remedies available to the Trustee or the holders of the Debt
Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Debt Securities.

         (b)  No delay or omission of the Trustee or of any holder of any of
the Debt Securities to exercise any right or

                                          36


<PAGE>

power accruing upon any Event of Default occurring and continuing as aforesaid
shall impair any such right or power, or shall be construed to be a waiver of
any such default or an acquiescence therein; and, subject to the provisions of
Section 6.04, every power and remedy given by this Article or by law to the
Trustee or the Securityholders may be exercised from time to time, and as often
as shall be deemed expedient, by the Trustee or by the Securityholders.

         SECTION 6.06.  CONTROL BY SECURITYHOLDERS.  The holders of a majority
in aggregate principal amount of the Debt Securities of any series at the time
Outstanding, determined in accordance with Section 8.04, 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 such series; PROVIDED, HOWEVER, that such direction
shall not be in conflict with any rule of law or with this Indenture or be
unduly prejudicial to the rights of holders of Debt Securities of any other
series at the time Outstanding determined in accordance with Section 8.04.
Subject to the provisions of Section 7.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the proceeding so
directed would involve the Trustee in personal liability.  The holders of a
majority in aggregate principal amount of the Debt Securities of any series at
the time Outstanding affected thereby, determined in accordance with Section
8.04, may on behalf of the holders of all of the Debt Securities of such series
waive any past default in the performance of any of the covenants contained
herein or established pursuant to Section 2.01 with respect to such series and
its consequences, except (i) a default in the payment of the principal of, or
premium, if any, or interest on, any of the Debt Securities of that series as
and when the same shall become due by the terms of such Debt Securities
otherwise than by acceleration (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal and any
premium has been deposited with the Trustee (in accordance with Section 6.01(c))
or (ii) a default in the covenants contained in Section 4.06(b).  Upon any such
waiver, the default covered thereby shall be deemed to be cured for all purposes
of this Indenture and the Company, the Trustee and the holders of the Debt
Securities of such series shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

         SECTION 6.07.  UNDERTAKING TO PAY COSTS.  All parties to this
Indenture agree, and each holder of any Debt Securities by such holder's
acceptance thereof shall be deemed to have

                                          37


<PAGE>

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 or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Securityholder, or
group of Securityholders, holding more than 10% in aggregate principal amount of
the Outstanding Debt Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Debt Security of such series, on or after
the respective due dates expressed in such Debt Security or established pursuant
to this Indenture.

         SECTION 6.08.  ACKNOWLEDGEMENT REGARDING PREFERRED SECURITIES HOLDERS. 
The Company acknowledges that, with respect to any Debt Securities held by a
Trust or a trustee of such Trust, if the Property Trustee of such Trust fails to
enforce its rights under this Indenture as the holder of the series of Debt
Securities held as the assets of such Trust, then holders of Preferred
Securities of such Trust may institute legal proceedings directly against the
Company to enforce such rights under this Indenture without first instituting
any legal proceedings against such Property Trustee or any other Person.


                                     ARTICLE VII

                                CONCERNING THE TRUSTEE

         SECTION 7.01.  CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.  

         (a)  The Trustee, prior to the occurrence of an Event of Default with
respect to the Debt Securities of a series and after the curing of all Events of
Default with respect to the Debt Securities of that series that may have
occurred, shall undertake to perform with respect to the Debt Securities of such
series such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants shall be read into this Indenture against
the Trustee.  In case an Event of Default with respect to the Debt Securities of
a series has occurred (that has not been cured or waived), the Trustee shall
exercise with respect to Debt Securities of that series such of the rights and
powers vested in it by this Indenture, and use the

                                          38


<PAGE>

same degree of care and skill in their exercise, as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.

         (b)  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)  prior to the occurrence of an Event of Default with respect to the
Debt Securities of a series and after the curing or waiving of all such Events
of Default with respect to that series that may have occurred:

         (i)  the duties and obligations of the Trustee shall with respect to
    the Debt Securities of such series be determined solely by the express
    provisions of this Indenture, and the Trustee shall not be liable with
    respect to the Debt Securities of such series except for the performance of
    such duties and obligations as are specifically set forth in this
    Indenture, and no implied covenants or obligations shall be read into this
    Indenture against the Trustee; and

         (ii)  in the absence of bad faith on the part of the Trustee, the
    Trustee may with respect to the Debt Securities of such series conclusively
    rely, as to the truth of the statements and the correctness of the opinions
    expressed therein, upon any certificates or opinions furnished to the
    Trustee and conforming to the requirements of this Indenture; but in the
    case of any such certificates or opinions that by any provision hereof are
    specifically required to be furnished to the Trustee, the Trustee shall be
    under a duty to examine the same to determine whether or not they conform
    to the requirement of this Indenture;

         (2)  the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee
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 not less than a majority in principal amount of the Debt
Securities of any series at the time Outstanding 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

                                          39


<PAGE>

Trustee under this Indenture with respect to the Debt Securities of that series;
and

         (4)  None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or liability is not reasonably assured to it under
the terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.

         SECTION 7.02.  CERTAIN RIGHTS OF TRUSTEE.  Except as otherwise
provided in Section 7.01:

         (a)  The Trustee may rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, approval, bond,
security or other paper or document believed by it to be genuine and to have
been signed, sent or presented by the proper party or parties.

         (b)  Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company by the President, or any Vice President and by
the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer thereof (unless other evidence in respect thereof is specifically
prescribed herein).

         (c)  The Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel with respect to legal matters shall be
full and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such
advice or Opinion of Counsel.

         (d)  The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses (including
attorneys' fees and expenses) and liabilities that might be incurred by it in
complying with such request or direction, provided that nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default with respect to a series of the Debt Securities (that has not
been cured or waived) to exercise with respect to Debt Securities of that series
such of the rights and powers

                                          40


<PAGE>

vested in it by this Indenture, and to use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

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

         (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, approval, bond,
security, or other papers or documents, unless requested in writing so to do by
the holders of not less than a majority in principal amount of the Outstanding
Debt Securities of the particular series affected thereby (determined as
provided in Section 8.04); provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Indenture, the Trustee may require reasonable indemnity
against such costs, expenses or liabilities as a condition to so proceeding. 
The reasonable expense of every such examination shall be paid by the Company
or, if paid by the Trustee, shall be repaid by the Company upon demand. 

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

         (h)  Whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established before taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
is herein specifically prescribed) may, in the absence of bad faith on its part,
request and rely upon an Officers' Certificate.

         SECTION 7.03.  TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
DEBT SECURITIES.  

         (a)  The recitals contained herein and in the Debt Securities shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.

                                          41


<PAGE>

         (b)  The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debt Securities.

         (c)  The Trustee shall not be accountable for the use
or application by the Company of any of the Debt Securities or of the proceeds
of such Debt Securities, or for the use or application of any moneys paid over
by the Trustee in accordance with any provision of this Indenture or established
pursuant to Section 2.01, or for the use or application of any moneys received
by any paying agent other than the Trustee.

         SECTION 7.04.  MAY HOLD DEBT SECURITIES.  The Trustee or any paying
agent or Security Registrar, in its individual or any other capacity, may become
the owner or pledgee of Debt Securities with the same rights it would have if it
were not Trustee, paying agent or Security Registrar.

         SECTION 7.05.  MONEYS HELD IN TRUST.  Subject to the provisions of
Section 11.05, all moneys received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent
required by law.  The Trustee shall be under no liability for interest on any
moneys received by it hereunder except such as it may agree with the Company to
pay thereon.

         SECTION 7.06.  COMPENSATION AND REIMBURSEMENT.  

         (a)  The Company covenants and agrees to pay to the Trustee, and the
Trustee shall be entitled to, such reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust), as the Company and the Trustee may from time to time agree in
writing, for all services rendered by it in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee, and, except as otherwise expressly provided herein,
the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith.  The Company also
covenants to indemnify the Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Trustee and arising
out of or in connection with the acceptance or administration of this

                                          42


<PAGE>

Indenture, including the costs and expenses of defending itself against any
claim of liability in the premises.

         (b)  The obligations of the Company under this Section to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture.  Such
additional indebtedness shall be secured by a lien prior to that of the Debt
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular Debt
Securities.

         SECTION 7.07.  RELIANCE ON OFFICERS' CERTIFICATE.  Except as otherwise
provided in Section 7.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting to take any
action hereunder, such matter (unless other evidence in respect thereof is
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted to be taken by
it under the provisions of this Indenture upon the faith thereof.

         SECTION 7.08.  QUALIFICATION; CONFLICTING INTERESTS.  If the Trustee
has or shall acquire any "conflicting interest" within the meaning of Section
310(b) of the Trust Indenture Act, the Trustee and the Company shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

         SECTION 7.09.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.  There shall
at all times be a Trustee with respect to the Debt Securities issued hereunder
which shall at all times be a corporation organized and doing business under the
laws of the United States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or other Person permitted to act as
trustee by the Commission, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least fifty million
U.S. dollars ($50,000,000), and subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority.  If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set

                                          43


<PAGE>

forth in its most recent report of condition so published.  The Company may not,
nor may any Person directly or indirectly controlling, controlled by, or under
common control with the Company, serve as Trustee.  In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 7.10.

         SECTION 7.10.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.  

         (a)  The Trustee or any successor hereafter appointed, may at any time
resign with respect to the Debt Securities of one or more series by giving
written notice thereof to the Company and by transmitting notice of resignation
by mail, first class postage prepaid, to the Securityholders of such series, as
their names and addresses appear upon the Security Register.  Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
Trustee with respect to the Debt Securities of such series by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the resigning Trustee and one copy to
the successor Trustee.  If no successor Trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to the Debt
Securities of such series, or any Securityholder of that series who has been a
bona fide holder of a Debt Security or Debt Securities for at least six months
may, subject to the provisions of Section 6.08, on behalf of that holder and all
others similarly situated, petition any such court for the appointment of a
successor Trustee.  Such court may thereupon after such notice, if any, as it
may deem proper and prescribe, appoint a successor Trustee.

         (b)  In case at any time any one of the following shall
occur:

         (1)  the Trustee shall fail to comply with the provisions of
    subsection (a) of Section 7.10 after written request therefor by the
    Company or by any Securityholder who has been a bona fide holder of a Debt
    Security or Debt Securities for at least six months; or

         (2)  the Trustee shall cease to be eligible in accordance with the
    provisions of Section 7.09 and shall fail to resign after written request
    therefor by the Company or by any such Securityholder; or

                                          44


<PAGE>

         (3)  the Trustee shall become incapable of acting, or shall be
    adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
    proceeding, or a receiver of the Trustee or of its property shall be
    appointed or consented to, 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, the
    Company may remove the Trustee with respect to all Debt Securities and
    appoint a successor Trustee by written instrument, in duplicate, executed
    by order of the Board of Directors, one copy of which instrument shall be
    delivered to the Trustee so removed and one copy to the successor Trustee,
    or, subject to the provisions of Section 6.08, unless the Trustee's duty to
    resign is stayed as provided herein, any Securityholder who has been a bona
    fide holder of a Debt Security or Debt Securities for at least six months
    may, on behalf of that holder and all others similarly situated, petition
    any court of competent jurisdiction for the removal of the Trustee and the
    appointment of a successor Trustee.  Such court may thereupon after such
    notice, if any, as it may deem proper and prescribe, remove the Trustee and
    appoint a successor Trustee.

         (c)  The holders of a majority in aggregate principal amount of the
Debt Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to such series by so notifying the Trustee and the Company
and may appoint a successor Trustee for such series with the consent of the
Company.

         (d)  Any resignation or removal of the Trustee and appointment of a
successor Trustee with respect to the Debt Securities of a series pursuant to
any of the provisions of this Section shall become effective upon acceptance of
appointment by the successor Trustee as provided in Section 7.11.

         (e)  Any successor Trustee appointed pursuant to this
Section may be appointed with respect to the Debt Securities of one or more
series or all of such series, and at any time there shall be only one Trustee
with respect to the Debt Securities of any particular series.

         SECTION 7.11.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.  

         (a)  In case of the appointment hereunder of a successor Trustee with
respect to all Debt Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or

                                          45


<PAGE>

removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor trustee all the rights, powers, and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder.

         (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Debt Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Debt
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Debt Securities of that or those series to which the appointment of such
successor Trustee relates, (2) shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debt Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, 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 that no
Trustee shall be responsible for any act or failure to act on the part of any
other Trustee hereunder; 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, such retiring Trustee shall
with respect to the Debt Securities of that or those series to which the
appointment of such successor Trustee relates have no further responsibility for
the exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture, and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Debt Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of

                                          46


<PAGE>

the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Debt Securities of that or those series to
which the appointment of such successor Trustee relates.

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

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

         (e)  Upon acceptance of appointment by a successor Trustee as provided
in this Section, the Company shall transmit notice of the succession of such
Trustee hereunder by mail, first class postage prepaid, to the Securityholders,
as their names and addresses appear upon the Security Register.  If the Company
fails to transmit such notice within ten days after acceptance of appointment by
the successor Trustee, the successor Trustee shall cause such notice to be
transmitted at the expense of the Company.

         SECTION 7.12.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.  Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.  In case any Debt Securities shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Debt Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Debt
Securities.

         SECTION 7.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY. 
The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the Trust
Indenture

                                          47


<PAGE>

Act.  A Trustee who has resigned or been removed shall be subject to Section
311(a) of the Trust Indenture Act to the extent included therein.


                                     ARTICLE VIII

                            CONCERNING THE SECURITYHOLDERS

         SECTION 8.01.  EVIDENCE OF ACTION BY SECURITYHOLDERS.  Whenever in
this Indenture it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Debt Securities of a particular
series may take any action (including the making of any demand or request, the
giving of any notice, consent or waiver or the taking of any other action), the
fact that at the time of taking any such action the holders of such majority or
specified percentage of that series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such
holders of Debt Securities of that series in person or by agent or proxy
appointed in writing.

         If the Company shall solicit from the holders of any series of Debt
Securities any request, demand, authorization, direction, notice, consent,
waiver or other action, the Company may, at its option, as evidenced by an
Officers' Certificate, fix in advance a record date for such series for the
determination of holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so.  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the holders of record at the close of
business on the record date shall be deemed to be Securityholders for the
purposes of determining whether Securityholders of the requisite proportion of
Outstanding Debt Securities of that series have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other action, and for that purpose the Outstanding Debt Securities of
that series shall be computed as of the record date; PROVIDED, HOWEVER, that no
such authorization, agreement or consent by such Securityholders on the record
date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

         SECTION 8.02.  PROOF OF EXECUTION BY SECURITYHOLDERS.  Subject to the
provisions of Section 7.01, proof of the execution of any instrument by a
Securityholder (such proof will not require notarization) or the agent or proxy
of such

                                          48


<PAGE>

Securityholder and proof of the holding by any Person of any of the Debt
Securities shall be sufficient if made in the following manner:

         (a)  The fact and date of the execution by any such Person of any
    instrument may be proved in any reasonable manner acceptable to the
    Trustee.

         (b)  The ownership of Debt Securities shall be proved by the Security
    Register of such Debt Securities or by a certificate of the Security
    Registrar thereof.

         (c)  The Trustee may require such additional proof of any matter
    referred to in this Section as it shall deem necessary.

         SECTION 8.03.  WHO MAY BE DEEMED OWNERS.  Prior to the due presentment
for registration of transfer of any Debt Security, the Company, the Trustee, any
paying agent and any Security Registrar may deem and treat the Person in whose
name such Debt Security shall be registered upon the books of the Company as the
absolute owner of such Debt Security (whether or not such Debt Security shall be
overdue and notwithstanding any notice of ownership or writing thereon made by
anyone other than the Security Registrar) for the purpose of receiving payment
of or on account of the principal of, premium, if any, and (subject to Section
2.03) interest on such Debt Security and for all other purposes; and neither the
Company nor the Trustee nor any paying agent nor any Security Registrar shall be
affected by any notice to the contrary.

         SECTION 8.04.  CERTAIN DEBT SECURITIES OWNED BY COMPANY DISREGARDED. 
In determining whether the holders of the requisite aggregate principal amount
of Debt Securities of a particular series have concurred in any direction,
consent or waiver under this Indenture, the Debt Securities of that series that
are owned by the Company or any other obligor on the Debt Securities of that
series or by any Person directly or indirectly controlling or controlled by or
under common control with the Company or any other obligor on the Debt
Securities of that series shall be disregarded and deemed not to be outstanding
for the purpose of any such determination, except that for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver, only Debt Securities of such series that the
Trustee actually knows are so owned shall be so disregarded.  The Debt
Securities so owned that have been pledged in good faith may be regarded as
outstanding for the purposes of this Section, if the pledgee shall establish to
the satisfaction of the Trustee the pledgee's right so to act with respect to
such Debt Securities and that the pledgee is not a

                                          49


<PAGE>

Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor.  In case of
a dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.

         SECTION 8.05.  ACTIONS BINDING ON FUTURE SECURITYHOLDERS.  At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
8.01, of the taking of any action by the holders of a majority or specified
percentage in aggregate principal amount of the Debt Securities of a particular
series in connection with such action, any holder of a Debt Security of that
series that is shown by the evidence to be included in the Debt Securities the
holders of which have consented to such action may, by filing written notice
with the Trustee, and upon proof of holding as provided in Section 8.02, revoke
such action so far as concerns such Debt Security.  Except as aforesaid, any
such action taken by the holder of any Debt Security shall be conclusive and
binding upon such holder and upon all future holders and owners of such Debt
Security, and of any Debt Security issued in exchange therefor, on registration
of transfer thereof or in place thereof, irrespective of whether or not any
notation in regard thereto is made upon such Debt Security.  Any action taken by
the holders of a majority or specified percentage in aggregate principal amount
of the Debt Securities of a particular series in connection with such action
shall be conclusively binding upon the Company, the Trustee and the holders of
all the Debt Securities of that series.


                                      ARTICLE IX

                               SUPPLEMENTAL INDENTURES

         SECTION 9.01.  SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF
SECURITYHOLDERS.  In addition to any supplemental indenture otherwise authorized
by this Indenture, the Company and the Guarantor and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as then
in effect), without the consent of the Securityholders, for one or more of the
following purposes:

         (a)  to cure any ambiguity, defect or inconsistency herein or in the
    Debt Securities of any series;

         (b)  to comply with Article X;

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

                                          50


<PAGE>

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

         (e)  to add to, delete from, or revise the conditions, limitations and
    restrictions on the authorized amount, terms or purposes of issue,
    authentication and delivery of Debt Securities, as herein set forth;

         (f)  to make any change that does not adversely affect the rights of
    any Securityholder in any material respect; or

         (g)  to provide for the issuance of and establish the form and terms
    and conditions of the Debt Securities of any series as provided in Section
    2.01, to establish the form of any certifications required to be furnished
    pursuant to the terms of this Indenture or any series of Debt Securities,
    or to add to the rights of the holders of any series of Debt Securities.

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into any such supplemental indenture
that affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.

         Any supplemental indenture authorized by the provisions of this
Section may be executed by the Company and the Trustee without the consent of
the holders of any of the Debt Securities at the time Outstanding
notwithstanding any of the provisions of Section 9.02.

         SECTION 9.02.  SUPPLEMENTAL INDENTURES WITH CONSENT OF
SECURITYHOLDERS.  With the consent (evidenced as provided in Section 8.01) of
the holders of not less than a majority in aggregate principal amount of the
Debt Securities of each series affected by such supplemental indenture or
indentures at the time Outstanding, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any

                                          51


<PAGE>

manner not covered by Section 9.01 the rights of the holders of the Debt
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the holders of each Debt
Security then Outstanding and affected thereby, (i) extend the fixed maturity of
any Debt Securities of any series, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, without the consent of the holder
of each Debt Security so affected or (ii) reduce the aforesaid percentage of
Debt Securities, the holders of which are required to consent to any such
supplemental indenture.

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

         SECTION 9.03.  EFFECT OF SUPPLEMENTAL INDENTURES.  Upon the execution
of any supplemental indenture pursuant to the provisions of this Article or of
Section 10.01, this Indenture shall, with respect to such series, be and be
deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the holders of Debt Securities of the
series affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

         SECTION 9.04.  DEBT SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES. 
Debt Securities of any series affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, may bear a
notation in form approved by the Company, provided such form meets the
requirements of any exchange upon which such series may be listed, as to any
matter provided for in such supplemental indenture.  If the Company shall so
determine, new Debt Securities of that series so modified as to conform, in the
opinion of the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the Debt
Securities of that series then outstanding.

                                          52


<PAGE>

         SECTION 9.05.  EXECUTION OF SUPPLEMENTAL INDENTURES.  Upon the request
of the Company, accompanied by a Board Resolution authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of Securityholders required to consent thereto as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion but shall not be obligated to enter into
such supplemental indenture.  The Trustee, subject to the provisions of Section
7.01, may receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article is authorized or
permitted by, and conforms to, the terms of this Article and that it is proper
for the Trustee under the provisions of this Article to join in the execution
thereof.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Debt Security Register.  Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.


                                      ARTICLE X

                                SUCCESSOR CORPORATION

         SECTION 10.01.  COMPANY MAY CONSOLIDATE, ETC.  Nothing contained in
this Indenture or in any of the Debt Securities shall prevent any consolidation
or merger of the Company with or into any other corporation or corporations
(whether or not affiliated with the Company), or successive consolidations or
mergers in which the Company or its successor or successors shall be a party or
parties, or shall prevent any sale, conveyance, transfer or other disposition of
the property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; PROVIDED, HOWEVER, the Company hereby covenants
and agrees that, upon any such consolidation, merger, sale, conveyance, transfer
or other disposition, the due and punctual payment of the principal of (premium,
if any) and interest on all of the Debt Securities of all series in accordance
with the terms of each series, according to their

                                          53


<PAGE>

tenor and the due and punctual performance and observance of all the covenants
and conditions of this Indenture with respect to each series or established with
respect to such series pursuant to Section 2.01 to be performed or observed by
the Company, shall be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act, as then in effect)
satisfactory in form to the Trustee executed and delivered to the Trustee by the
entity formed by such consolidation, or into which the Company shall have been
merged, or by the entity which shall have acquired such property.

         SECTION 10.02.  SUCCESSOR CORPORATION SUBSTITUTED.  

         (a)  In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition and upon the assumption by the successor
corporation, by supplemental indenture, executed and delivered to the Trustee
and satisfactory in form to the Trustee, of the due and punctual payment of the
principal of, premium, if any, and interest on all of the Debt Securities of all
series Outstanding and the due and punctual performance and observance of all of
the covenants and conditions of this Indenture or established with respect to
each series of the Debt Securities pursuant to Section 2.01 to be performed or
observed by the Company with respect to each series, such successor corporation
shall succeed to and be substituted for the Company with the same effect as if
it had been named as the Company herein.

         (b)  In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition, such changes in phraseology and form (but not in
substance) may be made in the Debt Securities thereafter to be issued as may be
appropriate.

         (c)  Nothing contained in this Indenture or in any of the Debt
Securities shall prevent the Company from merging into itself or acquiring by
purchase or otherwise all or any part of the property of any other Person
(whether or not affiliated with the Company).

         SECTION 10.03.  EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.  The
Trustee, subject to the provisions of Section 7.01, may receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale,
conveyance, transfer or other disposition, and any such assumption, comply with
the provisions of this Article.

                                          54


<PAGE>

                                      ARTICLE XI

                              SATISFACTION AND DISCHARGE

         SECTION 11.01.  SATISFACTION AND DISCHARGE OF INDENTURE.  If at any
time: (a) the Company shall have delivered to the Trustee for cancellation all
Debt Securities of a series theretofore authenticated (other than any Debt
Securities that shall have been destroyed, lost or stolen and that shall have
been replaced or paid as provided in Section 2.07) and Debt Securities for whose
payment money or Governmental Obligations have theretofore been deposited in
trust or segregated and held in trust by the Company(and thereupon repaid to the
Company or discharged from such trust, as provided in Section 11.05); or (b) all
such Debt Securities of a particular series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit or cause to be
deposited with the Trustee as trust funds the entire amount in moneys or
Governmental Obligations or a combination thereof, sufficient in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity or
upon redemption all Debt Securities of that series not theretofore delivered to
the Trustee for cancellation, including principal (and premium, if any) and
interest due or to become due to such date of maturity or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder with respect to such series by the
Company; then if the Company has delivered to the Trustee an Opinion of Counsel
based on the fact that (x) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (y) since the date
hereof, there has been a change in the applicable United States federal income
tax law, in either case to the effect that, and such opinion shall confirm that,
the holders of the Debt Securities of such series will not recognize income,
gain or loss for United States federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to United States federal
income tax on the same amount and in the same manner and at the same times as
would have been the case if such deposit, defeasance and discharge had not
occurred, this Indenture shall thereupon cease to be of further effect with
respect to such series except for the provisions of Sections 2.03, 2.05, 2.07,
4.01, 4.02, 4.03 and 7.10, which shall survive until the date of maturity or
redemption date, as the case may be, and Sections 7.06 and 11.05, which shall
survive to such date and thereafter, and the Trustee, on demand of the Company
and at the

                                          55


<PAGE>

cost and expense of the Company shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to such series.

         SECTION 11.02.  DISCHARGE OF OBLIGATIONS.  If at any time all Debt
Securities of a particular series not theretofore delivered to the Trustee for
cancellation or that have not become due and payable as described in Section
11.01 shall have been paid by the Company by depositing irrevocably with the
Trustee as trust funds moneys or an amount of Governmental Obligations
sufficient to pay at maturity or upon redemption all such Debt Securities of
that series not theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such date
of maturity or date fixed for redemption, as the case may be, and if the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company with respect to such series, then after the date such moneys or
Governmental Obligations, as the case may be, are deposited with the Trustee
then, if the Company has delivered to the Trustee an Opinion of Counsel based on
the fact that (x) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling or (y) since the date hereof, there has
been a change in the applicable United States federal income tax law, in either
case to the effect that, and such opinion shall confirm that, the holders of the
Debt Securities of such series will not recognize income, gain or loss for
United States federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to United States federal income tax
on the same amount and in the same manner and at the same times, as would have
been the case if such deposit, defeasance and discharge had not occurred, the
obligations of the Company, under this Indenture with respect to such series
shall cease to be of further effect except for the provisions of Sections 2.03,
2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05 hereof which shall survive
until such Debt Securities shall mature and be paid and Sections 7.06 and 11.05,
which shall survive to such date and thereafter.

         SECTION 11.03.  DEPOSITED MONEYS TO BE HELD IN TRUST.  All moneys or
Governmental Obligations deposited with the Trustee pursuant to Section 11.02
shall be held in trust and shall be available for payment as due, either
directly or through any paying agent (including the Company acting as its own
paying agent), to the holders of the particular series of Debt Securities for
the payment or redemption of which such moneys or Governmental Obligations have
been deposited with the Trustee.

         SECTION 11.04.  PAYMENT OF MONEYS HELD BY PAYING AGENTS.  In
connection with the satisfaction and discharge of this Indenture, all moneys or
Governmental Obligations then held


                                          56


<PAGE>
by any paying agent under the provisions of this Indenture shall, upon demand of
the Company, be paid to the Trustee and thereupon such paying agent shall be
released from all further liability with respect to such moneys or Governmental
Obligations.

         SECTION 11.05.  REPAYMENT TO COMPANY.  Any moneys or Governmental
Obligations deposited with any paying agent or the Trustee, or then held by the
Company, in trust for payment of principal of or premium or interest on the Debt
Securities of a particular series that are not applied but remain unclaimed by
the holders of such Debt Securities for at least two years after the date upon
which the principal of (and premium, if any) or interest on such Debt Securities
shall have respectively become due and payable, shall be repaid to the Company
on May 31 of each year or (if then held by the Company) shall be discharged from
such trust; and thereupon the paying agent and the Trustee shall be released
from all further liability with respect to such moneys or Governmental
Obligations, and the holder of any of the Debt Securities entitled to receive
such payment shall thereafter, as an unsecured general creditor, look only to
the Company for the payment thereof.


                                     ARTICLE XII

                  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                    AND DIRECTORS

         SECTION 12.01.  NO RECOURSE.  No recourse under or upon any
obligation, covenant or agreement of this Indenture, or of any Debt Security, or
for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, stockholder, officer or director, past, present or
future as such, of the Company or of any predecessor or successor corporation,
either directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, stockholders, officers or
directors, as such, of the Company or of any predecessor or successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Debt Securities or implied
therefrom; and that any and all such personal liability of every name and
nature, either at common law or in equity or by constitution or statute, of, and
any and all such rights and claims against, every such


                                          57


<PAGE>
incorporator, stockholder, officer or director, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Debt
Securities or implied therefrom, are hereby expressly waived and released as a
condition of, and as consideration for, the execution of this Indenture and the
issuance of such Debt Securities.


                                     ARTICLE XIII

                               MISCELLANEOUS PROVISIONS

         SECTION 13.01.  EFFECT ON SUCCESSORS AND ASSIGNS.  All the covenants,
stipulations, promises and agreements in this Indenture contained by or on
behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

         SECTION 13.02.  ACTIONS BY SUCCESSOR.  Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by
any board, committee or officer of the Company shall and may be done and
performed with like force and effect by the corresponding board, committee or
officer of any corporation that shall at the time be the lawful successor of the
Company.

         SECTION 13.03.  SURRENDER OF COMPANY POWERS.  The Company by
instrument in writing executed by authority of 2/3 (two-thirds) of its Board of
Directors and delivered to the Trustee may surrender any of the powers reserved
to the Company, and thereupon such power so surrendered shall terminate both as
to the Company and as to any successor corporation.

         SECTION 13.04.  NOTICES.  Except as otherwise expressly provided
herein, any notice or demand that by any provision of this Indenture is required
or permitted to be given or served by the Trustee or by the holders of Debt
Securities to or on the Company may be given or served by being deposited first
class postage prepaid in a post-office letterbox addressed (until another
address is filed in writing by the Company with the Trustee), as follows: 
Kansas City Power & Light Company, 1201 Walnut, Kansas City, MO  64106-2124,
Attention:  Treasurer.  Any notice, election, request or demand by the Company
or any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the
Corporate Trust Office of the Trustee.

         SECTION 13.05.  GOVERNING LAW.  This Indenture and each Debt Security
shall be deemed to be a contract made under the


                                          58


<PAGE>
internal laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of said State.

         SECTION 13.06.  TREATMENT OF THE DEBT SECURITIES AS DEBT.  It is
intended that the Debt Securities will be treated as indebtedness and not as
equity for federal income tax purposes.  The provisions of this Indenture shall
be interpreted to further this intention.

         SECTION 13.07.  COMPLIANCE CERTIFICATES AND OPINIONS.  

         (a)  Upon any application or demand by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent 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 have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

         (b)  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, such Person has made
such examination or investigation as is necessary to enable such Person to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and (4) a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been complied with.

         SECTION 13.08.  PAYMENTS ON BUSINESS DAYS.  Except as provided
pursuant to Section 2.01 pursuant to a Board Resolution, and as set forth in an
Officers' Certificate, or established in one or more indentures supplemental to
this Indenture, in any case where the date of maturity of interest or principal
of any Debt Security or the date of redemption of any Debt Security shall not be
a Business Day, then payment of interest or principal (and premium, if any) may
be made on the next succeeding Business Day with the same force and effect as if
made on the nominal date of maturity or redemption, and no interest shall accrue
for the period after such nominal date.

                                          59


<PAGE>

         SECTION 13.09.  CONFLICT WITH TRUST INDENTURE ACT.  If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture
Act, such imposed duties shall control.

         SECTION 13.10.  COUNTERPARTS.  This Indenture may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

         SECTION 13.11.  SEPARABILITY.  In case any one or more of the
provisions contained in this Indenture or in the Debt Securities of any series
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Indenture or of such Debt Securities, but this Indenture
and such Debt Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

         SECTION 13.12.  ASSIGNMENT.  The Company will have the right at all
times to assign any of its respective rights or obligations under this Indenture
to a direct or indirect wholly-owned Subsidiary of the Company, PROVIDED THAT,
in the event of any such assignment, the Company will remain liable for all such
obligations.  Subject to the foregoing, this Indenture is binding upon and
inures to the benefit of the parties hereto and their respective successors and
assigns.  This Indenture may not otherwise be assigned by the parties thereto.

         SECTION 13.13.  ACKNOWLEDGMENT OF RIGHTS.  The Company acknowledges
that, with respect to any Debt Securities held by a Trust or a trustee of such
Trust, if the Property Trustee of such Trust fails to enforce its rights under
this Indenture as the holder of the series of Debt Securities held as the assets
of such Trust, any holder of Preferred Securities may, after a period of 30 days
has elapsed from such holder's written request to such Property Trustee to
enforce such rights, institute legal proceedings directly against the Company to
enforce such Property Trustee's rights under this Indenture without first
instituting any legal proceedings against such Property Trustee or any other
person or entity.

                                          60


<PAGE>


                                     ARTICLE XIV

                           SUBORDINATION OF DEBT SECURITIES

         SECTION 14.01.  SUBORDINATION TERMS.  The payment by the Company of
the principal of, premium, if any, and interest on any series of Debt Securities
issued hereunder shall be subordinated to the extent set forth in an indenture
supplemental hereto relating to such Debt Securities.  

                                          61


<PAGE>

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

                             KANSAS CITY POWER & LIGHT COMPANY


                             By: /s/ B. J. Beaudoin 
                                  Name: Bernard J. Beaudoin
                                  Title: Executive Vice President -
                                           Chief Financial Officer
Attest:


By:  /s/ Jeanie S. Latz
    Jeanie S. Latz
    Secretary


                             THE FIRST NATIONAL BANK OF CHICAGO
                             Not in its individual capacity but solely as
                             Trustee


                             By:  /s/ John R. Prendiville
                                  Name: John R. Prendiville
                                  Title: Vice President

Attest:



By: /s/ Katherine Cokic
    Name: Katherine Cokic
    Title: Assistant-Vice President

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STATE OF MISSOURI)
COUNTY OF JACKSON)  SS


On the 15th day of April, 1997, before me personally came Bernard Beaudoin to me
known, who, being by me duly sworn, did depose and say that he is a Executive
Vice Pres. of KANSAS CITY POWER & LIGHT COMPANY, one of the corporations 
described in and which executed the above instrument; that he knows the 
corporate seal of said corporation; that the seal affixed to the said instrument
is such corporate seal; that it was so affixed by authority of the Board of 
Directors of said corporation, and that he signed his name thereto by like
authority.


                        NOTARY PUBLIC  Carol Sivils, Notary Public
                                       State of Missouri, Commissioned in Clay
                                       County

[seal]                  Commission expires:  June 15, 1999


STATE OF ILLINOIS  )
COUNTY OF COOK     )  SS     


On the ___ day of April, 1997, before me personally came John R. Prendiville to
me known, who, being by me duly sworn, did depose and say that he is a
Vice President of THE FIRST NATIONAL BANK OF CHICAGO, one of the
corporations described in and which executed the above instrument; that he knows
the corporate seal of said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.


                        NOTARY PUBLIC       Nilda Sierra
                                            Notary Public, State of Illinois

[seal]                  Commission expires:  11/12/97