<PAGE>   1
                                                                     EXHIBIT 4.1




                                DOVER CORPORATION




                                       TO

                          BANK ONE TRUST COMPANY, N.A.
                                     TRUSTEE



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



                                    INDENTURE






                          DATED AS OF FEBRUARY 8, 2001




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


<PAGE>   2





                                DOVER CORPORATION

           CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310
           THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                                      INDENTURE SECTION

<S>            <C>                                                                    <C>
Section 310   (a)(1).............................................................................609
              (a)(2).............................................................................609
              (a)(3)..................................................................Not Applicable
              (a)(4)..................................................................Not Applicable
              (b)................................................................................608
                                                                                                 610
Section 311   (a)................................................................................613
              (b)................................................................................613
Section 312   (a)................................................................................701
              ...................................................................................702
              (b)................................................................................702
              (c)................................................................................702
Section 313   (a)................................................................................703
              (b)................................................................................703
              (c)................................................................................703
              (d)................................................................................703
Section 314   (a)................................................................................704
              (a)(4).............................................................................101
                                                                                                1004
              (b).....................................................................Not Applicable
              (c)(1).............................................................................102
              (c)(2).............................................................................102
              (c)(3)..................................................................Not Applicable
              (d).....................................................................Not Applicable
              (e)................................................................................102
Section 315   (a)................................................................................601
              (b)................................................................................602
              (c)................................................................................601
              (d)................................................................................601
              (e)................................................................................514
Section 316   (a)................................................................................101
              (a)(1)(A)..........................................................................502
                                                                                                 512
              (a)(1)(B)..........................................................................513
              (a)(2)..................................................................Not Applicable
              (b)................................................................................508
              (c)................................................................................104
Section 317   (a)(1).............................................................................503
              (a)(2).............................................................................504
              (b)...............................................................................1003
Section 318   (a)............................................................................... 107
</TABLE>

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



<PAGE>   3


                                TABLE OF CONTENTS
                                   ----------

<TABLE>
<CAPTION>

                                                                                          Page
                                                                                          ----

<S>                                                                                         <C>
ARTICLE ONE Definitions and Other Provisions of General Application..........................1
   Section 101 Definitions...................................................................1
     "Act"...................................................................................2
     "Affiliate".............................................................................2
     "Attributable Debt".....................................................................2
     "Authenticating Agent"..................................................................2
     "Board Resolution"......................................................................2
     "Business Day"..........................................................................2
     "Capital Stock".........................................................................2
     "Commission"............................................................................2
     "Company"...............................................................................3
     "Company Request" or "Company Order"....................................................3
     "Consolidated Net Tangible Assets"......................................................3
     "Corporate Trust Office"................................................................3
     "corporation"...........................................................................3
     "Covenant Defeasance"...................................................................3
     "Defaulted Interest"....................................................................3
     "Defeasance"............................................................................3
     "Depositary"............................................................................3
     "Event of Default"......................................................................3
     "Exchange Act"..........................................................................3
     "Expiration Date".......................................................................3
     "Funded Debt"...........................................................................3
     "Global Security".......................................................................4
     "Holder"................................................................................4
     "Indenture".............................................................................4
     "interest"..............................................................................4
     "Interest Payment Date".................................................................4
     "Investment Company Act"................................................................4
     "Lien"..................................................................................4
     "Maturity"..............................................................................4
     "Notice of Default".....................................................................4
     "Officers' Certificate".................................................................4
     "Opinion of Counsel"....................................................................5
     "Original Issue Discount Security"......................................................5
     "Outstanding"...........................................................................5
     "Paying Agent"..........................................................................6
     "Person"................................................................................6
     "Place of Payment"......................................................................6
     "Predecessor Security"..................................................................6
     "Principal Property"....................................................................6
</TABLE>





                                        i
<PAGE>   4

<TABLE>
<S>                                                                                         <C>
     "Redemption Date".......................................................................6
     "Redemption Price"......................................................................6
     "Regular Record Date"...................................................................6
     "Restricted Subsidiary".................................................................6
     "Sale and Leaseback Transaction"........................................................6
     "Securities"............................................................................7
     "Securities Act"........................................................................7
     "Special Record Date"...................................................................7
     "Stated Maturity".......................................................................7
     "Subsidiary"............................................................................7
     "Trust Indenture Act"...................................................................7
     "Trustee"...............................................................................7
     "U.S. Government Obligation"............................................................7
     "Vice President"........................................................................7
   Section 102 Compliance Certificates and Opinions..........................................7
   Section 103 Form of Documents Delivered to Trustee........................................8
   Section 104 Acts of Holders; Record Dates.................................................9
   Section 105 Notices, Etc., to Trustee and Company........................................11
   Section 106 Notice to Holders; Waiver....................................................11
   Section 107 Conflict with Trust Indenture Act............................................11
   Section 108 Effect of Headings and Table of Contents.....................................12
   Section 109 Successors and Assigns.......................................................12
   Section 110 Separability Clause..........................................................12
   Section 111 Benefits of Indenture........................................................12
   Section 112 Governing Law................................................................12
   Section 113 Legal Holidays...............................................................12


ARTICLE TWO Security Forms..................................................................13
   Section 201 Forms Generally..............................................................13
   Section 202 Form of Face of Security.....................................................13
   Section 203 Form of Reverse of Security..................................................15
   Section 204 Form of Legend for Global Securities.........................................19
   Section 205 Form of Trustee's Certificate of Authentication..............................19


ARTICLE THREE The Securities................................................................19
   Section 301 Amount Unlimited; Issuable in Series.........................................19
   Section 302 Denominations................................................................22
   Section 303 Execution, Authentication, Delivery and Dating...............................22
   Section 304 Temporary Securities.........................................................23
   Section 305 Registration, Registration of Transfer and Exchange..........................24
   Section 306 Mutilated, Destroyed, Lost and Stolen Securities.............................25
   Section 307 Payment of Interest; Interest Rights Preserved...............................26
   Section 308 Persons Deemed Owners........................................................27
   Section 309 Cancellation.................................................................27
   Section 310 Computation of Interest......................................................28
</TABLE>






                                       ii
<PAGE>   5

<TABLE>
<S>                                                                                        <C>
ARTICLE FOUR Satisfaction and Discharge.....................................................28
   Section 401 Satisfaction and Discharge of Indenture......................................28
   Section 402 Application of Trust Money...................................................29


ARTICLE FIVE Remedies.......................................................................29
   Section 501 Events of Default............................................................29
   Section 502 Acceleration of Maturity; Rescission and Annulment...........................31
   Section 503 Collection of Indebtedness and Suits for Enforcement by Trustee..............32
   Section 504 Trustee May File Proofs of Claim.............................................32
   Section 505 Trustee May Enforce Claims Without Possession of Securities..................33
   Section 506 Application of Money Collected...............................................33
   Section 507 Limitation on Suits..........................................................34
   Section 508 Unconditional Right of Holders to Receive Principal, Premium and Interest....34
   Section 509 Restoration of Rights and Remedies...........................................34
   Section 510 Rights and Remedies Cumulative...............................................35
   Section 511 Delay or Omission Not Waiver.................................................35
   Section 512 Control by Holders...........................................................35
   Section 513 Waiver of Past Defaults......................................................35
   Section 514 Undertaking for Costs........................................................36
   Section 515 Waiver of Usury, Stay or Extension Laws......................................36


ARTICLE SIX The Trustee.....................................................................36
   Section 601 Certain Duties and Responsibilities..........................................36
   Section 602 Notice of Defaults...........................................................37
   Section 603 Certain Rights of Trustee....................................................37
   Section 604 Not Responsible for Recitals or Issuance of Securities.......................38
   Section 605 May Hold Securities..........................................................38
   Section 606 Money Held in Trust..........................................................38
   Section 607 Compensation and Reimbursement...............................................38
   Section 608 Conflicting Interests........................................................39
   Section 609 Corporate Trustee Required; Eligibility......................................39
   Section 610 Resignation and Removal; Appointment of Successor............................40
   Section 611 Acceptance of Appointment by Successor.......................................41
   Section 612 Merger, Conversion, Consolidation or Succession to Business..................42
   Section 613 Preferential Collection of Claims Against Company............................42
   Section 614 Appointment of Authenticating Agent..........................................42


ARTICLE SEVEN Holders' Lists and Reports by Trustee and Company.............................44
   Section 701 Company to Furnish Trustee Names and Addresses of Holders....................44
   Section 702 Preservation of Information; Communications to Holders.......................44
   Section 703 Reports by Trustee...........................................................45
   Section 704 Reports by Company...........................................................45
</TABLE>




                                       iii

<PAGE>   6


<TABLE>
<S>                                                                                        <C>
ARTICLE EIGHT Consolidation, Merger, Conveyance, Transfer or Lease..........................45
   Section 801 Company May Consolidate, Etc., Only on Certain Terms.........................45
   Section 802 Successor Substituted........................................................46


ARTICLE NINE Supplemental Indentures........................................................47
   Section 901 Supplemental Indentures Without Consent of Holders...........................47
   Section 902 Supplemental Indentures With Consent of Holders..............................48
   Section 903 Execution of Supplemental Indentures.........................................49
   Section 904 Effect of Supplemental Indentures............................................49
   Section 905 Conformity with Trust Indenture Act..........................................49
   Section 906 Reference in Securities to Supplemental Indentures...........................50


ARTICLE TEN Covenants.......................................................................50
   Section 1001 Payment of Principal, Premium and Interest..................................50
   Section 1002 Maintenance of Office or Agency.............................................50
   Section 1003 Money for Securities Payments to Be Held in Trust...........................51
   Section 1004 Statement by Officers as to Default.........................................52
   Section 1005 Existence...................................................................52
   Section 1006 Maintenance of Properties...................................................52
   Section 1007 Payment of Taxes and Other Claims...........................................52
   Section 1008 Limitation on Secured Debt..................................................53
   Section 1009Limitation on Sale and Leaseback Transactions................................53
   Section 1010 Waiver of Certain Covenants.................................................54


ARTICLE ELEVEN Redemption of Securities.....................................................54
   Section 1101 Applicability of Article....................................................54
   Section 1102 Election to Redeem; Notice to Trustee.......................................54
   Section 1103 Selection by Trustee of Securities to Be Redeemed...........................55
   Section 1104 Notice of Redemption........................................................55
   Section 1105 Deposit of Redemption Price.................................................56
   Section 1106 Securities Payable on Redemption Date.......................................56
   Section 1107 Securities Redeemed in Part.................................................57


ARTICLE TWELVE Sinking Funds................................................................57
   Section 1201 Applicability of Article....................................................57
   Section 1202 Satisfaction of Sinking Fund Payments with Securities.......................57
   Section 1203 Redemption of Securities for Sinking Fund...................................58


ARTICLE THIRTEEN Defeasance and Covenant Defeasance.........................................58
   Section 1301 Company's Option to Effect Defeasance or Covenant Defeasance................58
   Section 1302 Defeasance and Discharge....................................................58
   Section 1303 Covenant Defeasance.........................................................59
   Section 1304 Conditions to Defeasance or Covenant Defeasance.............................59
</TABLE>



                                       iv

<PAGE>   7

<TABLE>
<S>                                                                                       <C>
   Section 1305 Deposited Money and U.S. Government Obligations to Be Held in Trust;
                Miscellaneous Provisions...................................................61
   Section 1306 Reinstatement..............................................................62
</TABLE>


                                       v

<PAGE>   8



      INDENTURE, dated as of February 8, 2001 between DOVER CORPORATION, a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), having its principal office at 280 Park Avenue,
New York, New York 10017-1292, and BANK ONE TRUST COMPANY, N.A., a national
banking association duly organized and existing under the laws of the United
States of America, as Trustee (herein called the "Trustee").


                             RECITALS OF THE COMPANY

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

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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




                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION



Section 101   Definitions.

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

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

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

            (3) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles, and, except as otherwise herein expressly provided, the term
      "generally accepted accounting






<PAGE>   9
      principles" with respect to any computation required or permitted
      hereunder shall mean such accounting principles as are generally
      accepted at the date of such computation;

            (4) unless the context otherwise requires, any reference to an
      "Article" or a "Section" refers to an Article or a Section, as the case
      may be, of this Indenture; and

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

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

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

      "Attributable Debt" means, with respect to a lease in a Sale and Leaseback
Transaction, the total net amount of rent required to be paid during the
remaining primary term of such lease, discounted at a rate per annum equal to
6.45% calculated in accordance with generally accepted accounting practices. The
net amount of rent required to be paid under any such lease for any such period
shall be the aggregate amount of rent payable by the lessee with respect to such
period after excluding amounts required to be paid on account of maintenance,
repairs, insurance, taxes, assessments, utility, operating and labor costs and
similar charges.

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

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

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

      "Business Day", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

      "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
other equity participation, including partnership interests, whether general or
limited, of such Person.

      "Commission" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this






                                       2
<PAGE>   10

instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

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

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

      "Consolidated Net Tangible Assets" means the aggregate amount of assets of
the Company and its Subsidiaries after deducting (i) all liabilities other than
deferred income taxes, commercial paper, short-term bank Debt, Funded Debt and
shareholders' equity, and (ii) all goodwill and other intangibles.

      "Corporate Trust Office" means the office of the Trustee at which at any
particular time this Indenture shall be administered which initially is located
at 153 West 51st Street, New York, New York 10019.

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

      "Covenant Defeasance" has the meaning specified in Section 1303.

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

      "Defeasance" has the meaning specified in Section 1302.

      "Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 301.

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

      "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

      "Expiration Date" has the meaning specified in Section 104.

      "Funded Debt" means (i) all Debt having a maturity of more than 12 months
from the date as of which the determination is made or having a maturity of 12
months or less but by its terms being renewable or extendible beyond 12 months
from such date at the option of the borrower and (ii) rental obligations payable
more than 12 months from such date under leases which are capitalized in
accordance with generally accepted accounting principles (such rental
obligations to be included as Funded Debt at the amount so capitalized at the
date of such







                                       3
<PAGE>   11


computation and to be included for the purposes of the definition of
Consolidated Net Tangible Assets both as an asset and as Funded Debt at the
amount so capitalized).

      "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

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

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

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

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

      "Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.

      "Lien" means, with respect to any property or assets, any mortgage or deed
of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement (other than any easement not materially
impairing usefulness or marketability), encumbrance, preference, priority or
other security agreement, or any equivalent of any of the foregoing under the
laws of any applicable jurisdiction, on or with respect to such property or
assets (including, without limitation, any conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing).

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

      "Notice of Default" means a written notice of the kind specified in
Section 501(4) or 501(5).

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, and delivered to the Trustee. One of the officers signing an
Officers' Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of the Company.







                                       4
<PAGE>   12

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

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

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

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

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

            (3) Securities as to which Defeasance has been effected pursuant to
      Section 1302; and

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

      provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given, made or
taken any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder as of any date, (A) the principal amount of an Original
Issue Discount Security which shall be deemed to be Outstanding shall be the
amount of the principal thereof which would be due and payable as of such date
upon acceleration of the Maturity thereof to such date pursuant to Section 502,
(B) if, as of such date, the principal amount payable at the Stated Maturity of
a Security is not determinable, the principal amount of such Security which
shall be deemed to be Outstanding shall be the amount as specified or determined
as contemplated by Section 301, (C) the principal amount of a Security
denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner provided as contemplated by Section 301, of the
principal amount of such Security (or, in the case of a Security described in
Clause (A) or (B) above, of the amount determined as provided in such Clause),
and (D) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or








                                       5
<PAGE>   13

other action, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

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

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

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

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

      "Principal Property" means any facility owned by the Company or any
Restricted Subsidiary the gross book value of which (including related land,
improvements, machinery and equipment so owned, without deduction of any
depreciation reserves) on the date as of which the determination is being made
exceeds 1% of Consolidated Net Tangible Assets.

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

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

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

      "Restricted Subsidiary" means any Subsidiary which owns a Principal
Property.

      "Sale and Leaseback Transaction" means an arrangement with any lender or
investor or to which such lender or investor is a party providing for the
leasing by such Person of any property or asset of such Person which has been or
is being sold or transferred by such Person more than 180 days after the
acquisition thereof or the completion of construction or commencement of
operation thereof to such lender or investor or to any person to whom funds have
been or are to be advanced by such lender or investor on the security of such
property or asset. The stated maturity of such arrangement shall be the date of
the last payment of rent or






                                       6
<PAGE>   14

any other amount due under such arrangement prior to the first date on which
such arrangement may be terminated by the lessee without payment of a penalty.

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

      "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

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

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

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

      "Subsidiary" means (i) a corporation more than 50% of the voting stock of
which is owned by the Company and/or one or more Subsidiaries or (ii) any other
Person (other than a corporation) of which the Company and/or one or more
Subsidiaries has at least a majority ownership and power to direct the policies,
management and affairs.

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

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

      "U.S. Government Obligation" has the meaning specified in Section 1304.

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


Section 102    Compliance Certificates and Opinions.

      Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and






                                       7
<PAGE>   15

opinions as may be required under the Trust Indenture Act. Each such certificate
or opinion shall be given in the form of an Officers' Certificate, if to be
given by an officer of the Company, or an Opinion of Counsel, if to be given by
counsel, and shall comply with the requirements of the Trust Indenture Act and
any other requirements set forth in this Indenture.

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

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

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

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

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


Section 103    Form of Documents Delivered to Trustee.

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

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

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







                                       8
<PAGE>   16


Section 104    Acts of Holders; Record Dates.

      Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

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

      The ownership of Securities shall be proved by the Security Register.

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

      The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect), and nothing in this







                                       9
<PAGE>   17

paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

      The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

      With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

      Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.






                                       10
<PAGE>   18


Section 105    Notices, Etc., to Trustee and Company.

      Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

            (1) the Trustee by any Holder or by the Company shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing
      to or with the Trustee at its Corporate Trust Office, Attention: Corporate
      Trust Administration, or

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


Section 106    Notice to Holders; Waiver.

      Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

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


Section 107    Conflict with Trust Indenture Act.

      If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.







                                       11
<PAGE>   19

Section 108    Effect of Headings and Table of Contents.

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


Section 109    Successors and Assigns.

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


Section 110    Separability Clause.

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


Section 111    Benefits of Indenture.

      Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Indenture.


Section 112    Governing Law.

      This Indenture and the Securities shall be governed by and construed and
enforced in accordance with the law of the State of New York.


Section 113    Legal Holidays.

      In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity; provided that no interest shall
accrue for the period from and after such interest Payment Date, Redemption Date
or Stated Maturity, as the case may be.







                                       12
<PAGE>   20


                                  ARTICLE TWO

                                 SECURITY FORMS


Section 201    Forms Generally.

      The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, 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 Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

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


Section 202    Form of Face of Security.

  [Insert any legend required by the Internal Revenue Code and the regulations
                                  thereunder.]

                                DOVER CORPORATION


No.                                                                     $
    --------                                                             -------

      Dover Corporation, a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to _________, or registered assigns, the principal sum of _____
Dollars on _____ [if the Security is to bear interest prior to Maturity, insert
C,  and to pay interest thereon from ________ or from the most recent Interest
Payment Date  to which interest has been paid or duly provided for,
semi-annually on ______ and _______ in  each year, commencing _______, at the
rate of ___% per annum, until the principal hereof  is paid or made available
for payment. The interest so payable, and punctually  paid or duly provided
for, on any Interest Payment Date will, as provided in  such Indenture, be paid
to the Person in whose name this Security (or one or  more Predecessor
Securities) is registered at the close of business on the  Regular Record Date
for such interest, which shall be the _________ or ________ (whether or not a
Business Day), as the case may be, next







                                       13
<PAGE>   21

preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

      [If the Security is not to bear interest prior to Maturity, insert C. The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ....% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand.]

      Payment of the principal of (and premium, if any) and [if applicable,
insert C any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ___________, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [if applicable, insert C;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

      Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:


                                                    DOVER CORPORATION


                                                    By:
                                                         -----------------------






                                       14
<PAGE>   22

Attest:


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


Section 203    Form of Reverse of Security.

      This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ________ (herein called the "Indenture",
which term shall have the meaning assigned to it in such instrument), between
the Company and __________, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [if applicable, insert C, limited in aggregate
principal amount to $________].

      [If applicable, insert C The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert C
(1) on ____________ in any year commencing with the year _____ and ending with
the year _____ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert C on or after _____________, 19__], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert C on or
before ___________, ___%, and if redeemed] during the 12-month period beginning
___________ of the years indicated,




                    Redemption                                     Redemption
Year                  Price                  Year                    Price
----                ---------                ----                  ---------











and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption [if applicable, insert C (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]







                                       15
<PAGE>   23

      [If applicable, insert C The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ____ in any year
commencing with the year ____ and ending with the year ____ through operation of
the sinking fund for this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below, and (2) at any time [if applicable, insert C on or
after _____], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below: If redeemed during the 12-month period beginning _____ of the years
indicated,



Year                      Redemption Price                Redemption Price For
---                        For Redemption                 Redemption Otherwise
                          Through Operation              Than Through Operation
                               of the                     of the Sinking Fund
                            Sinking Fund                 ---------------------
                           ---------------







and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

      [If applicable, insert C Notwithstanding the foregoing, the Company may
not, prior to _____, redeem any Securities of this series as contemplated by [if
applicable, insert C Clause (2) of] the preceding paragraph as a part of, or in
anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ___% per annum.]

      [If applicable, insert C The sinking fund for this series provides for the
redemption on ______ in each year beginning with the year ____ and ending with
the year ____ of [if applicable, insert C not less than $__________ ("mandatory
sinking fund") and not more than] $__________ aggregate principal amount of
Securities of this series. Securities of this series







                                       16
<PAGE>   24

acquired or redeemed by the Company otherwise than through [if applicable,
insert C mandatory] sinking fund payments may be credited against subsequent [if
applicable, insert C mandatory] sinking fund payments otherwise required to be
made [if applicable, insert C, in the inverse order in which they become due].]

      [If the Security is subject to redemption of any kind, insert C In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

      [If applicable, insert C The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]

      [If the Security is not an Original Issue Discount Security, insert C If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

      [If the Security is an Original Issue Discount Security, insert C If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to C insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

      As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the






                                       17
<PAGE>   25

appointment of a receiver or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the
Holders of not less than 25% in principal amount of the Securities of this
series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee reasonable indemnity, and the Trustee shall not have received from
the Holders of a majority in principal amount of Securities of this series at
the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

      The Securities of this series are issuable only in registered form without
coupons in denominations of $_________ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.








                                       18
<PAGE>   26

Section 204    Form of Legend for Global Securities.

      Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


Section 205    Form of Trustee's Certificate of Authentication.

      The Trustee's certificates of authentication shall be in substantially the
following form:


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

                                                 BANK ONE TRUST COMPANY, N.A.
                                                                      As Trustee



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



                                 ARTICLE THREE

                                 THE SECURITIES


Section 301    Amount Unlimited; Issuable in Series.

      The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

      The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

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






                                       19
<PAGE>   27

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

            (3) the Person to whom any interest on a Security of the series
      shall be payable, if other than the Person in whose name that Security (or
      one or more Predecessor Securities) is registered at the close of business
      on the Regular Record Date for such interest;

            (4) the date or dates on which the principal of any Securities of
      the series is payable;

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

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

            (7) the period or periods within which, the price or prices at which
      and the terms and conditions upon which any Securities of the series may
      be redeemed, in whole or in part, at the option of the Company and, if
      other than by a Board Resolution, the manner in which any election by the
      Company to redeem the Securities shall be evidenced;

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

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

            (10) if other than the currency of the United States of America, the
      currency, currencies or currency units in which the principal of or any
      premium or interest on any Securities of the series shall be payable and
      the manner of determining the equivalent thereof in the currency of the
      United States of America for any purpose, including for purposes of the
      definition of "Outstanding" in Section 101;

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







                                       20
<PAGE>   28

            (12) if the principal amount payable at the Stated Maturity of any
      Securities of the series will not be determinable as of any one or more
      dates prior to the Stated Maturity, the amount which shall be deemed to be
      the principal amount of such Securities as of any such date for any
      purpose thereunder or hereunder, including the principal amount thereof
      which shall be due and payable upon any Maturity other than the Stated
      Maturity or which shall be deemed to be Outstanding as of any date prior
      to the Stated Maturity (or, in any such case, the manner in which such
      amount deemed to be the principal amount shall be determined);

            (13) if applicable, that the Securities of the series, in whole or
      any specified part, shall be defeasible pursuant to Section 1302 or
      Section 1303 or both such Sections and, if other than by a Board
      Resolution, the manner in which any election by the Company to defease
      such Securities shall be evidenced;

            (14) if applicable, that any Securities of the series shall be
      issuable in whole or in part in the form of one or more Global Securities
      and, in such case, the respective Depositaries for such Global Securities,
      the form of any legend or legends which shall be borne by any such Global
      Security in addition to or in lieu of that set forth in Section 204 and
      any circumstances in addition to or in lieu of those set forth in Clause
      (2) of the last paragraph of Section 305 in which any such Global Security
      may be exchanged in whole or in part for Securities registered, and any
      transfer of such Global Security in whole or in part may be registered, in
      the name or names of Persons other than the Depositary for such Global
      Security or a nominee thereof;

            (15) any addition to or change in the Events of Default which
      applies to any Securities of the series and any change in the right of the
      Trustee or the requisite Holders of such Securities to declare the
      principal amount thereof due and payable pursuant to Section 502;

            (16) any addition to or change in the covenants set forth in Article
      Ten which applies to Securities of the series; and

            (17) any other terms of the series (which terms shall not be
      inconsistent with the provisions of this Indenture, except as permitted by
      Section 901(5)).

      All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

      If any of the terms of the series are established by action taken pursuant
to a Board Resolution, 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 setting forth the terms of the series.







                                       21
<PAGE>   29


Section 302    Denominations.

      The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.


Section 303    Execution, Authentication, Delivery and Dating.

      The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

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

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

            (1) if the form of such Securities has been established by or
      pursuant to Board Resolution as permitted by Section 201, that such form
      has been established in conformity with the provisions of this Indenture;

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

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







                                       22
<PAGE>   30

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

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

      Each Security shall be dated the date of its authentication.

      No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.


Section 304    Temporary Securities.

      Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

      If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount. Until so exchanged, the temporary Securities






                                       23
<PAGE>   31

of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor.


Section 305    Registration, Registration of Transfer and Exchange.

      The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

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

      At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

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

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

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

      If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 1103 and ending at the






                                       24
<PAGE>   32

close of business on the day of such mailing, or (B) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

      The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

            (1) Each Global Security authenticated under this Indenture shall be
      registered in the name of the Depositary designated for such Global
      Security or a nominee thereof and delivered to such Depositary or a
      nominee thereof or custodian therefor, and each such Global Security shall
      constitute a single Security for all purposes of this Indenture.

            (2) Notwithstanding any other provision in this Indenture, no Global
      Security may be exchanged in whole or in part for Securities registered,
      and no transfer of a Global Security in whole or in part may be
      registered, in the name of any Person other than the Depositary for such
      Global Security or a nominee thereof unless (A) such Depositary (i) has
      notified the Company that it is unwilling or unable to continue as
      Depositary for such Global Security or (ii) has ceased to be a clearing
      agency registered under the Exchange Act, (B) there shall have occurred
      and be continuing an Event of Default with respect to such Global Security
      or (C) there shall exist such circumstances, if any, in addition to or in
      lieu of the foregoing as have been specified for this purpose as
      contemplated by Section 301.

            (3) Subject to Clause (2) above, any exchange of a Global Security
      for other Securities may be made in whole or in part, and all Securities
      issued in exchange for a Global Security or any portion thereof shall be
      registered in such names as the Depositary for such Global Security shall
      direct.

            (4) Every Security authenticated and delivered upon registration of
      transfer of, or in exchange for or in lieu of, a Global Security or any
      portion thereof, whether pursuant to this Section, Section 304, 306, 906
      or 1107 or otherwise, shall be authenticated and delivered in the form of,
      and shall be, a Global Security, unless such Security is registered in the
      name of a Person other than the Depositary for such Global Security or a
      nominee thereof.


Section 306    Mutilated, Destroyed, Lost and Stolen Securities.

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

      If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a








                                       25
<PAGE>   33


bona fide purchaser, the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

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

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

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


Section 307    Payment of Interest; Interest Rights Preserved.

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

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

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






                                       26
<PAGE>   34



      proposed payment, such money when deposited to be held in trust for the
      benefit of the Persons entitled to such Defaulted Interest as in this
      Clause provided. Thereupon the Trustee shall fix a Special Record Date for
      the payment of such Defaulted Interest which shall be not more than 15
      days and not less than 10 days prior to the date of the proposed payment
      and not less than 10 days after the receipt by the Trustee of the notice
      of the proposed payment. The Trustee shall promptly notify the Company of
      such Special Record Date and, in the name and at the expense of the
      Company, shall cause notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor to be given to each Holder
      of Securities of such series in the manner set forth in Section 106, not
      less than 10 days prior to such Special Record Date. Notice of the
      proposed payment of such Defaulted Interest and the Special Record Date
      therefor having been so mailed, such Defaulted Interest shall be paid to
      the Persons in whose names the Securities of such series (or their
      respective Predecessor Securities) are registered at the close of business
      on such Special Record Date and shall no longer be payable pursuant to the
      following Clause (2).

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

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


Section 308    Persons Deemed Owners.

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


Section 309    Cancellation.

      All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may







                                       27
<PAGE>   35

deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of as directed by a Company Order.


Section 310    Computation of Interest.

      Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.




                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE


Section 401    Satisfaction and Discharge of Indenture.

      This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

            (1) either

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

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

                  (i)   have become due and payable, or

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





                                       28
<PAGE>   36

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

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

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

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

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


Section 402    Application of Trust Money.

      Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.




                                  ARTICLE FIVE

                                    REMEDIES


Section 501    Events of Default.

      "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment,









                                       29
<PAGE>   37

      decree or order of any court or any order, rule or regulation of any
      administrative or governmental body):

            (1) default in the payment of any interest upon any Security of that
      series when it becomes due and payable, and continuance of such default
      for a period of 30 days; or

            (2) default in the payment of the principal of or any premium on any
      Security of that series at its Maturity; or

            (3) default in the deposit of any sinking fund payment, when and as
      due by the terms of a Security of that series; or

            (4) default in the performance, or breach, of any covenant or
      warranty of the Company in this Indenture (other than a covenant or
      warranty a default in whose performance or whose breach is elsewhere in
      this Section specifically dealt with or which has expressly been included
      in this Indenture solely for the benefit of series of Securities other
      than that series), and continuance of such default or breach for a period
      of 60 days after there has been given, by registered or certified mail, to
      the Company by the Trustee or to the Company and the Trustee by the
      Holders of at least 10% in principal amount of the Outstanding Securities
      of that series a written notice specifying such default or breach and
      requiring it to be remedied and stating that such notice is a "Notice of
      Default" hereunder; or

            (5) the entry by a court having jurisdiction in the premises of (A)
      a decree or order for relief in respect of the Company or any Restricted
      Subsidiary in an involuntary case or proceeding under any applicable U.S.
      Federal or State or other applicable bankruptcy, insolvency,
      reorganization or other similar law or (B) a decree or order adjudging the
      Company or any Restricted Subsidiary a bankrupt or insolvent, or approving
      as properly filed a petition seeking reorganization, arrangement,
      adjustment or composition of or in respect of the Company or any
      Restricted Subsidiary under any applicable U.S. Federal or State or other
      applicable law, or appointing a custodian, receiver, liquidator, assignee,
      trustee, sequestrator or other similar official of the Company or any
      Restricted Subsidiary or of any substantial part of its property, or
      ordering the winding up or liquidation of its affairs, and the continuance
      of any such decree or order for relief or any such other decree or order
      unstayed and in effect for a period of 60 consecutive days; or

            (6) the commencement by the Company or any Restricted Subsidiary of
      a voluntary case or proceeding under any applicable U.S. Federal or State
      or other applicable bankruptcy, insolvency, reorganization or other
      similar law or of any other case or proceeding to be adjudicated a
      bankrupt or insolvent, or the consent by it to the entry of a decree or
      order for relief in respect of the Company or any Restricted Subsidiary in
      an involuntary case or proceeding under any applicable U.S. Federal or
      State or other applicable bankruptcy, insolvency, reorganization or other
      similar law or to the commencement of any bankruptcy or insolvency case or
      proceeding against it, or the







                                       30
<PAGE>   38


      filing by it of a petition or answer or consent seeking reorganization or
      relief under any applicable U.S. Federal or State or other applicable law,
      or the consent by it to the filing of such petition or to the appointment
      of or taking possession by a custodian, receiver, liquidator, assignee,
      trustee, sequestrator or other similar official of the Company or any
      Restricted Subsidiary or of any substantial part of its property, or the
      making by it of an assignment for the benefit of creditors, or the
      admission by it in writing of its inability to pay its debts generally as
      they become due, or the taking of corporate action by the Company or any
      Restricted Subsidiary in furtherance of any such action; or

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


Section 502    Acceleration of Maturity; Rescission and Annulment.

      If an Event of Default (other than an Event of Default specified in
Section 501(5) or 501(6)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of at least 25% in principal amount of the Outstanding Securities of
that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(5)
or 501 (6) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.

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

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

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

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

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






                                       31
<PAGE>   39


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

      and

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

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


Section 503    Collection of Indebtedness and Suits for Enforcement by Trustee.

      The Company covenants that if

            (1) default is made in the payment of any interest on any Security
      when such interest becomes due and payable and such default continues for
      a period of 30 days, or

            (2) default is made in the payment of the principal of (or premium,
      if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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


Section 504    Trustee May File Proofs of Claim.

      In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or








                                       32
<PAGE>   40

other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

      No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.


Section 505    Trustee May Enforce Claims Without Possession of Securities.

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


Section 506    Application of Money Collected.

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

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

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






                                       33


<PAGE>   41


Section 507   Limitation on Suits.

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

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

              (2)    the Holders of at least 25% in principal amount of the
       Outstanding Securities of that series shall have made written request to
       the Trustee to institute proceedings in respect of such Event of Default
       in its own name as Trustee hereunder;

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

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

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

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

Section 508   Unconditional Right of Holders to Receive Principal, Premium and
              Interest.

       Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

Section 509   Restoration of Rights and Remedies.

       If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights


                                       34


<PAGE>   42


and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

Section 510   Rights and Remedies Cumulative.

       Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 511   Delay or Omission Not Waiver.

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

Section 512   Control by Holders.

       The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

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

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

Section 513   Waiver of Past Defaults.

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


                                       35
<PAGE>   43


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

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

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

Section 514   Undertaking for Costs.

       In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

Section 515   Waiver of Usury, Stay or Extension Laws.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601   Certain Duties and Responsibilities.

       The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable


                                       36
<PAGE>   44


grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

Section 602   Notice of Defaults.

       If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

Section 603   Certain Rights of Trustee.

       Subject to the provisions of Section 601:

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

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

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

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

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


                                       37
<PAGE>   45


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

              (7)    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.

Section 604   Not Responsible for Recitals or Issuance of Securities.

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

Section 605   May Hold Securities.

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

Section 606   Money Held in Trust.

       Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

Section 607   Compensation and Reimbursement.

       The Company agrees


                                       38
<PAGE>   46


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

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

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

Section 608   Conflicting Interests.

       If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series, a trustee under that certain indenture dated
November 14, 1995 by and between the Company and First National Bank of Chicago,
as trustee (currently named Bank One Trust Company, N. A.), or a trustee under
that certain indenture dated June 8, 1998 by and between the Company and First
National Bank of Chicago, as trustee.

Section 609   Corporate Trustee Required; Eligibility.

       There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.


                                       39
<PAGE>   47


Section 610   Resignation and Removal; Appointment of Successor.

       No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

       The Trustee may resign at any time with respect to the Securities of one
or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

       If at any time:

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

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

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

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

         If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered


                                       40
<PAGE>   48


to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

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

Section 611   Acceptance of Appointment by Successor.

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

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered


                                       41
<PAGE>   49


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

       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 the
first or second preceding paragraph, as the case may be.

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

Section 612   Merger, Conversion, Consolidation or Succession to Business.

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

Section 613   Preferential Collection of Claims Against Company.

       If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

Section 614   Appointment of Authenticating Agent.

       The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if


                                       42
<PAGE>   50


authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

       An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

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

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


                                       43
<PAGE>   51


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


                                             BANK ONE TRUST COMPANY, N.A.
                                                                      As Trustee



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



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

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701   Company to Furnish Trustee Names and Addresses of Holders.

       The Company will furnish or cause to be furnished to the Trustee

              (1)    semi-annually, not later than July 15th and January 15th in
       each year, a list, in such form as the Trustee may reasonably require, of
       the names and addresses of the Holders of Securities of each series as of
       the preceding June 30th or December 31st, as the case may be, and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 702   Preservation of Information; Communications to Holders.

       The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as


                                       44
<PAGE>   52


Security Registrar. The Trustee may destroy any list furnished to it as provided
in Section 701 upon receipt of a new list so furnished.

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

       Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

Section 703   Reports by Trustee.

       The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

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

Section 704   Reports by Company.

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

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801   Company May Consolidate, Etc., Only on Certain Terms.

       The Company shall not, in a single transaction or a series of related
transactions, (a) consolidate with or merge with or into any other Person, (b)
convey, transfer or lease, or otherwise dispose of, all or substantially all of
its properties and assets to any Person or group of affiliated Persons, or (c)
permit any of its Restricted Subsidiaries to enter into any such


                                       45
<PAGE>   53


transaction or transactions if such transaction or transactions, in the
aggregate, would result in a sale, assignment, transfer, lease or disposal of
all or substantially all of the properties and assets of the Company and its
Restricted Subsidiaries on a consolidated basis to any other Person or group of
affiliated Persons, unless:

              (1)    in a transaction in which the Company consolidates with or
       merges with or into another Person and is not the surviving entity of
       such consolidation or merger or in which the Company directly or
       indirectly sells, assigns, conveys, transfers, leases or otherwise
       disposes of all or substantially all of its properties and assets as an
       entirety, (a) the Person formed by such consolidation or with or into
       which the Company is merged or the Person that acquires by sale,
       assignment, conveyance, transfer, lease or other disposition all or
       substantially all of the properties and assets of the Company as an
       entirety (for purposes of this Article Eight, a "Successor Company")
       shall be a corporation, partnership or trust, shall be organized and
       validly existing under the laws of the United States of America, any
       State thereof or the District of Columbia and (b) the Successor Company
       shall expressly assume by an indenture supplemental hereto executed and
       delivered to the Trustee, in form satisfactory to the Trustee, the due
       and punctual payment of the principal of and interest on all the
       Securities and the performance of every covenant of this Indenture on the
       part of the Company to be performed or observed;

              (2)    immediately before and after giving effect to such
       transaction and treating any Debt incurred by the Company or a Restricted
       Subsidiary as a result of such transaction as having been incurred by the
       Company or such Restricted Subsidiary at the time of such transaction, no
       Event of Default, and no event which, after notice or lapse of time, or
       both, would become an Event of Default, shall have occurred and be
       continuing;

              (3)    if, as a result of any such transaction, property and
       assets of the Company or any Restricted Subsidiary would become subject
       to a Lien which would not be permitted by Section 1008, the Company or,
       if applicable, the Successor Company, as the case may be, shall take such
       steps as shall be necessary effectively to secure the Securities equally
       and ratably with (or prior to) Debt secured by such Lien; and

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

Section 802   Successor Substituted.

       Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 801, the Successor Company formed by such consolidation or into which
the Company is merged or to which such conveyance, transfer


                                       46
<PAGE>   54


or lease is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such successor Person had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901   Supplemental Indentures Without Consent of Holders.

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

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

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

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

              (4)    to add to or change any of the provisions of this Indenture
       to such extent as shall be necessary to permit or facilitate the issuance
       of Securities in bearer form, registrable or not registrable as to
       principal, and with or without interest coupons, or to permit or
       facilitate the issuance of Securities in uncertificated form; or

              (5)    to add to, change or eliminate any of the provisions of
       this Indenture in respect of one or more series of Securities, provided
       that any such addition, change or elimination (A) shall neither (i) apply
       to any Security of any series created prior to the execution of such
       supplemental indenture and entitled to the benefit of such provision nor
       (ii) modify the rights of the Holder of any such Security with respect to
       such provision or (B) shall become effective only when there is no such
       Security Outstanding; or


                                       47
<PAGE>   55


              (6)    to secure the Securities pursuant to the requirements of
       Section 1008 or otherwise; or

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

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

              (9)    to cure any ambiguity, to correct or supplement any
       provision herein which may be defective or inconsistent with any other
       provision herein, or to make any other provisions with respect to matters
       or questions arising under this Indenture, provided that such action
       pursuant to this Clause (9) shall not adversely affect the interests of
       the Holders of Securities of any series.

Section 902   Supplemental Indentures With Consent of Holders.

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

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

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


                                       48
<PAGE>   56


              (3)    modify any of the provisions of this Section, Section 513
       or Section 1010, except to increase any such percentage or to provide
       that certain other provisions of this Indenture cannot be modified or
       waived without the consent of the Holder of each Outstanding Security
       affected thereby; provided, however, that this clause shall not be deemed
       to require the consent of any Holder with respect to changes in the
       references to "the Trustee" and concomitant changes in this Section and
       Section 1010, or the deletion of this proviso, in accordance with the
       requirements of Sections 611 and 901(8).

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

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

Section 903   Execution of Supplemental Indentures.

       In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be provided, and
(subject to Section 601) shall be fully protected in relying upon, an Officer's
Certificate and an Opinion of Counsel, each stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

Section 904   Effect of Supplemental Indentures.

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

Section 905   Conformity with Trust Indenture Act.

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


                                       49
<PAGE>   57


Section 906   Reference in Securities to Supplemental Indentures.

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

                                   ARTICLE TEN

                                    COVENANTS

Section 1001  Payment of Principal, Premium and Interest.

       The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

Section 1002  Maintenance of Office or Agency.

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

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


                                       50
<PAGE>   58


Section 1003  Money for Securities Payments to Be Held in Trust.

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

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

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

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

       Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the City of New
York, New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.


                                       51
<PAGE>   59


Section 1004  Statement by Officers as to Default.

       The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

Section 1005  Existence.

       Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

Section 1006  Maintenance of Properties.

       The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

Section 1007  Payment of Taxes and Other Claims.

       The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.


                                       52
<PAGE>   60


Section 1008  Limitation on Secured Debt.

       The Company will not, and will not permit any Restricted Subsidiary to,
incur or guarantee any evidence of indebtedness for money borrowed ("Debt")
secured by a Lien on any (i) Principal Property or any part thereof, (ii)
Capital Stock of a Restricted Subsidiary now owned or hereafter acquired by the
Company or any Restricted Subsidiary or (iii) Debt of a Restricted Subsidiary
owed to the Company or any Restricted Subsidiary of the Company, without in any
such case (i), (ii) or (iii) effectively providing that the Securities are
secured equally and ratably with (or, at the Company's option, prior to) such
secured Debt and any other Debt required to be so secured, unless the aggregate
amount of all such secured Debt, plus all Attributable Debt of the Company and
its Restricted Subsidiaries with respect to Sale and Leaseback transactions
involving Principal Properties (with the exception of such transactions which
are excluded by the second paragraph of Section 1009), would not exceed 10% of
Consolidated Net Tangible Assets.

       The foregoing restriction shall not apply to, and there will be excluded
from Debt in any computation under such restriction, (i) Debt secured by a Lien
in favor of the Company or a Restricted Subsidiary, (ii) Debt secured by a Lien
in favor of governmental bodies to secure progress or advance payments or
payments pursuant to contracts or statute, (iii) Debt secured by a Lien on
property, Capital Stock or Debt existing at the time of acquisition thereof
(including acquisition through merger, consolidation or otherwise), (iv) Debt
incurred or guaranteed to finance the acquisition of property, Capital Stock or
Debt, or to finance construction on, or improvement or expansion of, property,
which Debt is incurred within 180 days of such acquisition or completion of
construction, improvement or expansion, and is secured solely by a Lien on the
property, Capital Stock or Debt acquired, constructed, improved or expanded, (v)
Debt consisting of industrial revenue or pollution control bonds or similar
financing secured solely by a Lien on the property the subject thereof, or (vi)
any extension, renewal or replacement of any Debt referred to in the foregoing
clauses (iii) or (iv).

Section 1009  Limitation on Sale and Leaseback Transactions.

       Neither the Company nor any Restricted Subsidiary will enter into any
Sale and Leaseback Transaction involving any Principal Property or any part
thereof after the date of original issuance of the Securities unless the
aggregate amount of all Attributable Debt of the Company and its Restricted
Subsidiaries with respect to such transactions plus all secured Debt to which
the restrictions described in Section 1008 apply would not exceed 10% of
Consolidated Net Tangible Assets.

       The foregoing restriction shall not apply to, and there shall be excluded
from Attributable Debt in any computation under such restriction, any Sale and
Leaseback Transaction if (i) the lease is for a period of not in excess of three
years, including renewal rights, (ii) the lease secures or relates to industrial
revenue or pollution control bonds or similar financing, (iii) the transaction
is between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries, or (iv) the Company or such Restricted Subsidiary, within 180 days
after the sale is completed, applies an amount equal to the greater of (A) the
net proceeds of the sale of the


                                       53
<PAGE>   61


Principal Property leased or (B) the fair market value of the Principal Property
leased either to (1) the retirement of Securities, other Funded Debt of the
Company ranking on a parity with the Securities, or Funded Debt of a Restricted
Subsidiary or (2) the purchase of other property which will constitute a
Principal Property having a value at least equal to the value of the Principal
Property leased.

Section 1010  Waiver of Certain Covenants.

       Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(16),
901(2) or 901(7) for the benefit of the Holders of such series or in any of
Sections 1008 to 1009, inclusive, if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding Securities
of such series shall, by Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101  Applicability of Article.

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

Section 1102  Election to Redeem; Notice to Trustee.

       The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the


                                       54
<PAGE>   62


Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

Section 1103  Selection by Trustee of Securities to Be Redeemed.

       If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of a
portion of the principal amount of any Security of such series, provided that
the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

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

       The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

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

Section 1104  Notice of Redemption.

       Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

       All notices of redemption shall state:

              (1)    the Redemption Date,

              (2)    the Redemption Price,


                                       55
<PAGE>   63


              (3)    if less than all the Outstanding Securities of any series
       consisting of more than a single Security are to be redeemed, the
       identification (and, in the case of partial redemption of any such
       Securities, the principal amounts) of the particular Securities to be
       redeemed and, if less than all the Outstanding Securities of any series
       consisting of a single Security are to be redeemed, the principal amount
       of the particular Security to be redeemed,

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

              (5)    the place or places where each such Security is to be
       surrendered for payment of the Redemption Price, and

              (6)    that the redemption is for a sinking fund, if such is the
       case.

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

Section 1105  Deposit of Redemption Price.

       Prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

Section 1106  Securities Payable on Redemption Date.

       Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

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


                                       56
<PAGE>   64


Section 1107  Securities Redeemed in Part.

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

                                 ARTICLE TWELVE

                                  SINKING FUNDS

Section 1201  Applicability of Article.

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

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

Section 1202  Satisfaction of Sinking Fund Payments with Securities.

       The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.


                                       57
<PAGE>   65


Section 1203  Redemption of Securities for Sinking Fund.

       Not less than 45 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 45 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1301  Company's Option to Effect Defeasance or Covenant Defeasance.

       The Company may elect, at its option at any time, to have Section 1302 or
Section 1303 applied to any Securities or any series of Securities, as the case
may be, designated pursuant to Section 301 as being defeasible pursuant to such
Section 1302 or 1303, in accordance with any applicable requirements provided
pursuant to Section 301 and upon compliance with the conditions set forth below
in this Article. Any such election shall be evidenced by a Board Resolution or
in another manner specified as contemplated by Section 301 for such Securities.

Section 1302  Defeasance and Discharge.

       Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 1304 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (2) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003, (3) the rights, powers, trusts, duties and immunities of


                                       58
<PAGE>   66


the Trustee hereunder and (4) this Article. Subject to compliance with this
Article, the Company may exercise its option (if any) to have this Section
applied to any Securities notwithstanding the prior exercise of its option (if
any) to have Section 1303 applied to such Securities.

Section 1303  Covenant Defeasance.

       Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Section 801(3),
Sections 1005 through 1009, inclusive, and any covenants provided pursuant to
Section 301(16), 901(2) or 901(7) for the benefit of the Holders of such
Securities and (2) the occurrence of any event specified in Sections 501(4)
(with respect to any of Section 801(3), Sections 1005 through 1009, inclusive,
and any such covenants provided pursuant to Section 301(16), 901(2) or 901(7)),
and 501(7) shall be deemed not to be or result in an Event of Default, in each
case with respect to such Securities as provided in this Section on and after
the date the conditions set forth in Section 1304 are satisfied (hereinafter
called "Covenant Defeasance"). For this purpose, such Covenant Defeasance means
that, with respect to such Securities, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such specified Section (to the extent so specified in the case of
Section 501(4)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

Section 1304  Conditions to Defeasance or Covenant Defeasance.

       The following shall be the conditions to the application of Section 1302
or Section 1303 to any Securities or any series of Securities, as the case may
be:

              (1)    The Company shall irrevocably have deposited or caused to
       be deposited with the Trustee (or another trustee which satisfies the
       requirements contemplated by Section 609 and agrees to comply with the
       provisions of this Article applicable to it) as trust funds in trust for
       the purpose of making the following payments, specifically pledged as
       security for, and dedicated solely to, the benefits of the Holders of
       such Securities, (A) money in an amount, or (B) U.S. Government
       Obligations which through the scheduled payment of principal and interest
       in respect thereof in accordance with their terms will provide, not later
       than one day before the due date of any payment, money in an amount, or
       (C) a combination thereof, in each case 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 and
       discharge, and which shall be applied by the Trustee (or any such other
       qualifying trustee) to pay and discharge, the principal of and any
       premium and interest on such Securities on the respective Stated
       Maturities, in accordance with the terms of this Indenture and such
       Securities. As used herein, "U.S. Government Obligation" means (x) any
       security which is (i) a direct obligation of the United States of America
       for the payment of which the full faith and


                                       59
<PAGE>   67


       credit of the United States of America is pledged or (ii) an obligation
       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, which, in either case (i) or (ii), is not
       callable or redeemable at the option of the issuer thereof, and (y) any
       depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
       Securities Act) as custodian with respect to any U.S. Government
       Obligation which is specified in Clause (x) above and held by such bank
       for the account of the holder of such depositary receipt, or with respect
       to any specific payment of principal of or interest on any U.S.
       Government Obligation which is so specified and held, provided that
       (except as required by law) such custodian is not authorized to make any
       deduction from the amount payable to the holder of such depositary
       receipt from any amount received by the custodian in respect of the U.S.
       Government Obligation or the specific payment of principal or interest
       evidenced by such depositary receipt.

              (2)    In the event of an election to have Section 1302 apply to
       any Securities or any series of Securities, as the case may be, the
       Company shall have delivered to the Trustee an Opinion of Counsel stating
       that (A) the Company has received from, or there has been published by,
       the Internal Revenue Service a ruling or (B) since the date of this
       Indenture, there has been a change in the applicable Federal income tax
       law, in either case (A) or (B) to the effect that, and based thereon such
       opinion shall confirm that, the Holders of such Securities will not
       recognize gain or loss for Federal income tax purposes as a result of the
       deposit, Defeasance and discharge to be effected with respect to such
       Securities and will be subject to Federal income tax on the same amount,
       in the same manner and at the same times as would be the case if such
       deposit, Defeasance and discharge were not to occur.

              (3)    In the event of an election to have Section 1303 apply to
       any Securities or any series of Securities, as the case may be, the
       Company shall have delivered to the Trustee an Opinion of Counsel to the
       effect that the Holders of such Securities will not recognize gain or
       loss for Federal income tax purposes as a result of the deposit and
       Covenant Defeasance to be effected with respect to such Securities and
       will be subject to Federal income tax on the same amount, in the same
       manner and at the same times as would be the case if such deposit and
       Covenant Defeasance were not to occur.

              (4)    The Company shall have delivered to the Trustee an
       Officers' Certificate to the effect that neither such Securities nor any
       other Securities of the same series, if then listed on any securities
       exchange, will be delisted as a result of such deposit.

              (5)    No event which is, or after notice or lapse of time or both
       would become, an Event of Default with respect to such Securities or any
       other Securities shall have occurred and be continuing at the time of
       such deposit or, with regard to any such event specified in Sections
       501(5) and (6), at any time on or prior to the 90th day after the date of
       such deposit (it being understood that this condition shall not be deemed
       satisfied until after such 90th day).


                                       60
<PAGE>   68


              (6)    Such Defeasance or Covenant Defeasance shall not cause the
       Trustee to have a conflicting interest within the meaning of the Trust
       Indenture Act (assuming all Securities are in default within the meaning
       of such Act).

              (7)    Such Defeasance or Covenant Defeasance shall not result in
       a breach or violation of, or constitute a default under, any other
       agreement or instrument to which the Company is a party or by which it is
       bound.

              (8)    Such Defeasance or Covenant Defeasance shall not result in
       the trust arising from such deposit constituting an investment company
       within the meaning of the Investment Company Act unless such trust shall
       be registered under such Act or exempt from registration thereunder.

              (9)    The Company shall have delivered to the Trustee an
       Officers' Certificate and an Opinion of Counsel, each stating that all
       conditions precedent with respect to such Defeasance or Covenant
       Defeasance have been complied with.

Section 1305  Deposited Money and U.S. Government Obligations to Be Held in
              Trust; Miscellaneous Provisions.

       Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

       The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

       Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.


                                       61
<PAGE>   69


Section 1306  Reinstatement.

       If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.




                  [Remainder of Page Intentionally Left Blank]




                                       62
<PAGE>   70


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

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



                                            DOVER CORPORATION


                                            By:  /s/ David S. Smith
                                                 -------------------------------
Attest:                                          Name: David S. Smith
                                                 Title: Vice President, Finance

/s/ Robert Kuhbach
--------------------------

                                            BANK ONE TRUST COMPANY, N.A.


                                            By:  /s/ Ruth H. Fussell
                                                 -------------------------------
                                                 Name:  Ruth H. Fussell
                                                 Title: Vice President
                                                        Corporate Trust Dept.
Attest:


/s/ Eve Aryeetey
--------------------------
Eva Aryeetey
Trust Officer




                                       63
<PAGE>   71


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


       On the 6th day of February, 2001, before me personally came David S.
Smith, to me known, who, being by me duly sworn, did depose and say that he is
Vice President, Finance of Dover Corporation, one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.



                                            /s/ Maria M. Lonks
                                            ------------------------------------

                                                   [Notary Stamp]


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


       On the 8th day of February, 2001, before me personally came Ruth H.
Fussell, to me known, who, being by me duly sworn, did depose and say that she
is Vice President of Bank One Trust Company, N.A., one of the corporations
described in and which executed the foregoing instrument; that she/he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation; and that she/he signed his name thereto by like authority.




                                            /s/ Mark E. Davis
                                            ------------------------------------

                                                   [Notary Stamp]




                                       64