<PAGE>

                                                                    Exhibit 4(a)



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



                             PROGRESS ENERGY, INC.

                                      TO

                         BANK ONE TRUST COMPANY, N.A.,

                                    Trustee



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



                                   Indenture
                             (For Debt Securities)

                         Dated as of February 15, 2001

              --------------------------------------------------
<PAGE>

                              TABLE OF CONTENTS*
<TABLE>
<S>                                                                                                     <C>
PARTIES.............................................................................................     1

RECITAL OF THE COMPANY...............................................................................    1


ARTICLE I  Definitions and Other Provisions of General Application...................................    1
           -------------------------------------------------------

         Section 101. Definitions....................................................................    1
         Section 102. Compliance Certificates and Opinions...........................................    8
         Section 103. Form of Documents Delivered to Trustee.........................................    8
         Section 104. Acts of Holders................................................................    9
         Section 105. Notices, Etc. to Trustee and Company...........................................   11
         Section 106. Notice to Holders of Debt Securities; Waiver...................................   11
         Section 107. Conflict with Trust Indenture Act..............................................   12
         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..................................................................   13
         Section 113. Legal Holidays.................................................................   13

ARTICLE II  Debt Security Forms......................................................................   13
            -------------------

         Section 201. Forms Generally................................................................   13
         Section 202. Form of Trustee's Certificate of Authentication................................   14
         Section 203. Debt Securities Issuable in the Form of a Global Security......................   14

ARTICLE III  The Debt Securities.....................................................................   17
             -------------------

         Section 301. Amount Unlimited; Issuable in Series...........................................   17
         Section 302. Denominations..................................................................   20
         Section 303. Execution, Authentication, Delivery and Dating.................................   20
         Section 304. Temporary Debt Securities......................................................   23
         Section 305. Registration, Registration of Transfer and Exchange............................   23
         Section 306. Mutilated, Destroyed, Lost and Stolen Debt Securities..........................   25
         Section 307. Payment of Interest and Additional Interest; Interest Rights Preserved.........   25
         Section 308. Persons Deemed Owners..........................................................   27
         Section 309. Cancellation by Debt Security Registrar........................................   27
         Section 310. Computation of Interest........................................................   27
</TABLE>

__________________________
*        This table of contents shall not, for any purpose, be deemed to be a
         part of the Indenture.

                                     (i)


<PAGE>

<TABLE>
<S>                                                                                                <C>
         Section 311. Payment to be in Proper Currency..........................................   27

ARTICLE IV  Redemption of Debt Securities.......................................................   28
            -----------------------------

         Section 401. Applicability of Article..................................................   28
         Section 402. Election to Redeem; Notice to Trustee.....................................   28
         Section 403. Selection of Debt Securities to be Redeemed...............................   28
         Section 404. Notice of Redemption......................................................   29
         Section 405. Debt Securities Payable on Redemption Date................................   30
         Section 406. Debt Securities Redeemed in Part..........................................   31

ARTICLE V  Sinking Funds........................................................................   31
           -------------

         Section 501. Applicability of Article..................................................   31
         Section 502. Satisfaction of Sinking Fund Payments with Debt Securities................   31
         Section 503. Redemption of Debt Securities for Sinking Fund............................   32

ARTICLE VI  Covenants...........................................................................   33
            ---------

         Section 601. Payment of Principal, Premium and Interest................................   33
         Section 602. Maintenance of Office or Agency...........................................   33
         Section 603. Money for Debt Securities Payments to be Held in Trust....................   33
         Section 604. Corporate Existence.......................................................   35
         Section 605. Maintenance of Properties.................................................   35
         Section 606. Annual Officer's Certificate as to Compliance.............................   35
         Section 607. Waiver of Certain Covenants...............................................   35

ARTICLE VII  Satisfaction and Discharge.........................................................   36
             --------------------------

         Section 701. Satisfaction and Discharge of Debt Securities.............................   36
         Section 702. Satisfaction and Discharge of Indenture...................................   38
         Section 703. Application of Trust Money................................................   39

ARTICLE VIII  Events of Default; Remedies.......................................................   40
              ---------------------------

         Section 801. Events of Default.........................................................   40
         Section 802. Acceleration of Maturity; Rescission and Annulment........................   41
         Section 803. Collection of Indebtedness and Suits for Enforcement by Trustee...........   43
         Section 804. Trustee May File Proofs of Claim..........................................   43
         Section 805. Trustee May Enforce Claims Without Possession of Debt Securities..........   44
         Section 806. Application of Money Collected............................................   44
         Section 807. Limitation on Suits.......................................................   44
         Section 808. Unconditional Right of Holders to Receive Principal, Premium and
                      Interest..................................................................   45
         Section 809. Restoration of Rights and Remedies........................................   45
         Section 810. Rights and Remedies Cumulative............................................   46
         Section 811. Delay or Omission Not Waiver..............................................   46
         Section 812. Control by Holders of Debt Securities.....................................   46
</TABLE>
                                     (ii)
<PAGE>

<TABLE>
<S>                                                                                              <C>
         Section 813. Waiver of Past Defaults.................................................   46
         Section 814. Undertaking for Costs...................................................   47
         Section 815. Waiver of Stay or Extension Laws........................................   47

ARTICLE IX    The Trustee.....................................................................   48
              -----------

         Section 901. Certain Duties and Responsibilities.....................................   48
         Section 902. Notice of Defaults......................................................   49
         Section 903. Certain Rights of Trustee...............................................   49
         Section 904. Not Responsible for Recitals or Issuance of Debt Securities.............   50
         Section 905. May Hold Debt Securities................................................   50
         Section 906. Money Held in Trust.....................................................   51
         Section 907. Compensation and Reimbursement..........................................   51
         Section 908. Disqualification; Conflicting Interests.................................   52
         Section 909. Corporate Trustee Required; Eligibility.................................   52
         Section 910. Resignation and Removal; Appointment of Successor.......................   52
         Section 911. Acceptance of Appointment by Successor..................................   54
         Section 912. Merger, Conversion, Consolidation or Succession to Business.............   55
         Section 913. Preferential Collection of Claims Against Company.......................   56
         Section 914. Co-trustees and Separate Trustees.......................................   56
         Section 915. Appointment of Authenticating Agent.....................................   57

ARTICLE X     Holders' Lists and Reports by Trustee and Company...............................   59
              -------------------------------------------------

         Section 1001. Lists of Holders.......................................................   59
         Section 1002. Reports by Trustee and Company.........................................   59

ARTICLE XI    Consolidation, Merger, Conveyance or Other Transfer.............................   60
              ---------------------------------------------------

         Section 1101. Company May Consolidate, Etc., Only on Certain Terms...................   60
         Section 1102. Successor Corporation Substituted......................................   61

ARTICLE XII   Supplemental Indentures.........................................................   61
              -----------------------

         Section 1201. Supplemental Indentures Without Consent of Holders.....................   61
         Section 1202. Supplemental Indentures With Consent of Holders........................   63
         Section 1203. Execution of Supplemental Indentures...................................   64
         Section 1204. Effect of Supplemental Indentures......................................   64
         Section 1205. Conformity With Trust Indenture Act....................................   65
         Section 1206. Reference in Debt Securities to Supplemental Indentures................   65
         Section 1207. Modification Without Supplemental Indenture............................   65

ARTICLE XIII  Meetings of Holders; Action Without Meeting.....................................   65
              -------------------------------------------

         Section 1301. Purposes for Which Meetings May be Called..............................   65
         Section 1302. Call, Notice and Place of Meetings.....................................   66
         Section 1303. Persons Entitled to Vote at Meetings...................................   66
         Section 1304. Quorum; Action.........................................................   67
</TABLE>
                                     (iii)
<PAGE>

<TABLE>
<S>                                                                                                                   <C>
         Section 1305. Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment
                           of Meetings...........................................................................     67
         Section 1306. Counting Votes and Recording Action of Meetings...........................................     68
         Section 1307. Action Without Meeting....................................................................     69

ARTICLE XIV  Immunity of Incorporators, Stockholders, Officers and Directors.....................................     69
             ---------------------------------------------------------------

         Section 1401. Liability Solely Corporate................................................................     69

Testimonium......................................................................................................     69


Signature and Seals..............................................................................................     70
</TABLE>

                                     (iv)
<PAGE>

                             PROGRESS ENERGY, INC.
          Reconciliation and tie between Trust Indenture Act of 1939
                 and Indenture, dated as of February 15, 2001

<TABLE>
<CAPTION>
<S>                                                                    <C>
Trust Indenture Act Section                                            Indenture Section

ss.310 (a)(1)   .....................................................  909
       (a)(2)   .....................................................  909
       (a)(3)   .....................................................  914
       (a)(4)   .....................................................  Not Applicable
       (b)      .....................................................  908, 910
ss.311 (a)      .....................................................  913
       (b)      .....................................................  913
       (c)      .....................................................  913
ss.312 (a)      .....................................................  1001
       (b)      .....................................................  1001
       (c)      .....................................................  1001
ss.313 (a)      .....................................................  1002
       (b)      .....................................................  1002
       (c)      .....................................................  1002
       (d)      .....................................................  1002
ss.314 (a)      .....................................................  1002
       (a)(4)   .....................................................  606
       (b)      .....................................................  Not Applicable
       (c)(1)   .....................................................  102
       (c)(2)   .....................................................  102
       (c)(3)   .....................................................  Not Applicable
       (d)      .....................................................  Not Applicable
       (e)      .....................................................  102
ss.315 (a)      .....................................................  901, 903
       (b)      .....................................................  902
       (c)      .....................................................  901
       (d)      .....................................................  901
       (e)      .....................................................  814
ss.316 (a)      .....................................................  812, 813
       (a)(1)(A).....................................................  802, 812
       (a)(1)(B).....................................................  813
       (a)(2)   .....................................................  Not Applicable
       (b)      .....................................................  808
       (c)      .....................................................  104(g)
ss.317 (a)(1)   .....................................................  803
       (a)(2)   .....................................................  804
       (b)      .....................................................  603
ss.318 (a)      .....................................................  107
</TABLE>

                                      (v)
<PAGE>

     INDENTURE (For Debt Securities), dated as of February 15, 2001, between
PROGRESS ENERGY, INC., a corporation duly organized and existing under the laws
of the State of North Carolina (herein called the "Company"), having its
principal office at 411 Fayetteville Street, Raleigh, North Carolina 27601-1748,
and Bank One Trust Company, N.A., a national banking association, having its
principal corporate trust office at One North State Street, Chicago, Illinois
60670-0126, as Trustee (herein called the "Trustee").

                            RECITAL OF THE COMPANY

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

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires, capitalized terms used herein
shall have the meanings assigned to them in Article I of this Indenture.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I

            Definitions and Other Provisions of General Application
            -------------------------------------------------------

Section 101.   Definitions.

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

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

          (b)  all terms used herein without definition which are defined in the
     Trust Indenture Act, either directly or by reference therein, have the
     meanings assigned to them therein;

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

                                       1
<PAGE>

     States at the date of such computation or, at the election of the Company
     from time to time, at the date of the execution and delivery of this
     Indenture; provided, however, that in determining generally accepted
     accounting principles applicable to the Company, the Company shall, to the
     extent required, conform to any order, rule or regulation of any
     administrative agency, regulatory authority or other governmental body
     having jurisdiction over the Company; and

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

          Certain terms, used principally in Article IX, are defined in that
Article.

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

          "Additional Interest" means the interest, if any, that shall accrue on
any interest on the Debt Securities of any series the payment of which has not
been made on the applicable Interest Payment Date and which shall accrue at the
rate per annum specified or determined as specified in such Debt Security.

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

          "Authenticating Agent" means any Person (other than the Company or an
Affiliate of the Company) authorized by the Trustee pursuant to Section 915 to
act on behalf of the Trustee to authenticate one or more series of Debt
Securities or Tranche thereof.

          "Authorized Officer" means the Chairman of the Board, the President,
any Vice President, the Treasurer or any other duly authorized officer of the
Company.

          "Board of Directors" means either the board of directors of the
Company or any committee thereof duly authorized to act or any director or
directors and/or officer or officers of the Company to whom that board or
committee shall have duly delegated its authority in respect of matters relating
to this Indenture.

          "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 a Place of Payment or any
other particular location specified in the Debt Securities or this Indenture,
means any day, other than a Saturday or Sunday, which is not a day on which
banking institutions or trust companies in such Place of Payment or other
location are generally authorized or required by law, regulation or

                                       2
<PAGE>

executive order to remain closed, except as may be otherwise specified as
contemplated by Section 301.

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

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

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by an Authorized Officer and delivered to the
Trustee.

          "Corporate Trust Office" means the office of the Trustee at which at
any particular time this Indenture shall be principally administered, which
office at the date of execution and delivery of this Indenture is located at One
North State Street, 9/th/ Floor, Chicago, Illinois 60670-0126.

          "Corporation" means a corporation, association, company, limited
liability company, joint stock company or business trust.

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

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

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

          "Depositary" shall mean, with respect to Debt Securities of any series
for which the Company shall determine that such Debt Securities will be issued
as a Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Exchange Act or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to Section 203(b).

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

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

                                       3
<PAGE>

          "Eligible Obligations" means:

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

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

          "Event of Default" has the meaning specified in Section 801.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Global Security" means, with respect to the Debt Securities, a Debt
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction, all in accordance with this
Indenture, which shall be registered in the name of the Depositary or its
nominee.

          "Governmental Authority" means the government of the United States or
of any state or territory thereof or of the District of Columbia or of any
county, municipality or other political subdivision of any thereof, or any
department, agency, authority or other instrumentality of any of the foregoing.

          "Government Obligations" means:

          (a)  direct obligations of, or obligations the principal of and
     interest on which are unconditionally guaranteed by, the United States
     entitled to the benefit of the full faith and credit thereof; and

          (b)  certificates, depositary receipts or other instruments which
     evidence a direct ownership interest in obligations described in clause (a)
     above or in any specific interest or principal payments due in respect
     thereof; provided, however, that the custodian of such obligations or
     specific interest or principal payments shall be a bank or trust company
     (which may include the Trustee or any Paying Agent) subject to federal or
     state supervision or examination with a combined capital and surplus of at
     least $100,000,000; and provided, further, that except as may be otherwise
     required by law, such custodian shall be obligated to pay to the holders of
     such certificates, depositary receipts or other instruments the full amount
     received by such custodian in respect of such obligations or specific
     payments and shall not be permitted to make any deduction therefrom.

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

          "Indenture" means this instrument as originally executed and delivered
and as it may from time to time be supplemented or amended by one or more
indentures or Officer's Certificates supplemental hereto entered into pursuant
to the applicable provisions hereof and

                                       4
<PAGE>

shall include the terms of particular series of Debt Securities established as
contemplated by Section 301.

          "Interest" with respect to a Discount Debt Security means interest, if
any, borne by such Debt Security at a Stated Interest Rate.

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

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

          "Officer's Certificate" means a certificate signed by an Authorized
Officer and delivered to the Trustee.

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

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

          (a)  Debt Securities theretofore canceled by the Trustee or the Debt
     Security Registrar or delivered to the Trustee or the Debt Security
     Registrar for cancellation;

          (b)  Debt Securities deemed to have been paid in accordance with
     Section 701; and

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

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

               (x)  Debt Securities owned by the Company or any other obligor
          upon the Debt Securities or any Affiliate of the Company or of such
          other obligor (unless the Company, such Affiliate or such obligor owns
          all Debt Securities Outstanding under this Indenture, or all
          Outstanding Debt Securities of each such series and each such Tranche,
          as the case may be, determined without regard to

                                       5
<PAGE>

          this clause (x)) shall be disregarded and deemed not to be
          Outstanding, except that, in determining whether the Trustee shall be
          protected in relying upon any such request, demand, authorization,
          direction, notice, consent or waiver or upon any such determination as
          to the presence of a quorum, only Debt Securities which the Trustee
          knows to be so owned shall be so disregarded; provided, however, that
          Debt 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 Debt
          Securities and that the pledgee is not the Company or any other
          obligor upon the Debt Securities or any Affiliate of the Company or of
          such other obligor; and

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

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

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

          "Periodic Offering" means an offering of Debt Securities of a series
from time to time any or all of the specific terms of which Debt Securities,
including without limitation the rate or rates of interest (including Additional
Interest), if any, thereon, the Stated Maturity or Maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the
Company or its agents upon the issuance of such Debt Securities.

          "Person" means any individual, corporation, partnership, joint
venture, trust or unincorporated organization or any Governmental Authority.

          "Place of Payment", when used with respect to the Debt Securities of
any series, or Tranche thereof, means the place or places, specified as
contemplated by Section 301, at which, subject to Section 602, principal of and
premium, if any, and interest (including Additional Interest), if any, on the
Debt Securities of such series or Tranche are payable.

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

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

                                       6
<PAGE>

          "Redemption Price," when used with respect to any Debt 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 Debt Securities of any series means the date specified for that
purpose as contemplated by Section 301.

          "Required Currency" has the meaning specified in Section 311.

          "Responsible Officer," when used with respect to the Trustee, means
any officer of the Trustee assigned by the Trustee to administer its corporate
trust matters.

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

          "Stated Interest Rate" means a rate (whether fixed or variable) at
which an obligation by its terms is stated to bear interest.  Any calculation or
other determination to be made under this Indenture by reference to the Stated
Interest Rate on a Debt Security shall be made without regard to the effective
interest cost to the Company of such Debt Security and without regard to the
Stated Interest Rate on, or the effective cost to the Company of, any other
indebtedness in respect of which the Company's obligations are evidenced or
secured in whole or in part by such Debt Security.

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

          "Tranche" means a group of Debt Securities which (a) are of the same
series and (b) have identical terms except as to principal amount.

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force and effect as of the date of execution of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is succeeded by
another statute or is amended after such date, "Trust Indenture Act" shall mean
such successor statute or the Trust Indenture Act of 1939, as so amended, to the
extent such successor statute or amendment is applicable to this Indenture or to
the actions of the Company or the Trustee under or pursuant to this Indenture.

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

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

                                       7
<PAGE>

Section 102.   Compliance Certificates and Opinions.

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

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

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

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

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

          (d)  a statement as to whether, in the opinion of each such Person,
     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 such officer's certificate or opinion are
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

                                       8
<PAGE>

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.

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

Section 104.   Acts of Holders.

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

                                       9
<PAGE>

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

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

          (d)  Any request, demand, authorization, direction, notice, consent,
     election, waiver or other Act of a Holder shall bind every future Holder of
     the same Debt Security and the Holder of every Debt 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 Debt Security.

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

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

          (g)  If the Company shall solicit from Holders any request, demand,
     authorization, direction, notice, consent, waiver or other Act, the Company
     may, at its option, fix in advance a record date for the determination of
     Holders entitled to give such request, demand, authorization, direction,
     notice, consent, waiver or other Act, but the Company shall have no
     obligation to do so.  If such a record date is fixed, such request, demand,
     authorization, direction, notice, consent, waiver or other Act may be given
     before or after such record date, but only the Holders of record at the
     close of business on the record date shall be deemed to be Holders for the
     purposes of determining whether Holders of the requisite proportion of the
     Outstanding Debt Securities have authorized or agreed or consented to such
     request, demand, authorization, direction, notice, consent, waiver or other
     Act, the Company may, at its option, fix in advance a record date for the
     determination of Holders entitled to give such request, demand,
     authorization, direction, notice, consent, waiver or other Act, but the
     Company shall have no obligation to do so. If such a record date is fixed,
     such request, demand, authorization, direction, notice, consent, waiver or
     other Act may be given before or after such record date, but only the
     Holders of record at the close of business on the record date shall be
     deemed to be Holders for the purposes of determining whether Holders of the
     requisite proportion of the Outstanding Debt Securities have authorized or
     agreed or consented to such request, demand, authorization, direction,
     notice, consent,

                                       10
<PAGE>

     waiver or other Act, and for that purpose the Outstanding Debt Securities
     shall be computed as of the record date.

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

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

          If to the Trustee, to:

               Bank One Trust Company, N. A.
               One North State Street, 9/th/ Floor
               Chicago, Illinois 60670-0126

               Attention: Corporate Trust Administration
               Telephone: 312-407-1682
               Telecopy:  312-407-2088

          If to the Company, to:

               Progress Energy, Inc.
               411 Fayetteville Street
               Raleigh, North Carolina 27601-1748

               Attention: Thomas R. Sullivan, Treasurer
               Telephone: 919) 546-4381
               Telecopy:  (919) 546-7826

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

Section 106. Notice to Holders of Debt Securities; Waiver.

          Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given, and shall be deemed given, to Holders if in writing and mailed, first-
class postage prepaid, to each Holder affected by

                                       11
<PAGE>

such event, at the address of such Holder as it appears in the Debt Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice.

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

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

Section 107. Conflict with Trust Indenture Act.

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

Section 108. Effect of Headings and Table of Contents.

          The Article and Section headings in this Indenture 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 the Debt Securities shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

Section 111. Benefits of Indenture.

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

                                       12
<PAGE>

Section 112. Governing Law.

          This Indenture and the Debt Securities shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflicts of law principles thereof, except to the extent that the law of any
other jurisdiction shall be mandatorily applicable.

Section 113. Legal Holidays.

          In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Debt Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Debt Securities other than a provision in Debt Securities of any series, or any
Tranche thereof, or in the indenture supplemental hereto, Board Resolution or
Officer's Certificate which establishes the terms of the Debt Securities of such
series or Tranche, which specifically states that such provision shall apply in
lieu of this Section) payment of interest or principal and premium, if any, need
not be made at such Place of Payment on such date, but may be made on the 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, and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, to such Business Day.

                                  ARTICLE II

                              Debt Security Forms
                              -------------------

Section 201.  Forms Generally.

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

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

                                       13
<PAGE>

Section 202. Form of Trustee's Certificate of Authentication.

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

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

Dated:____________________         ________________________________________
                                   as Trustee


                                   By:_____________________________________
                                            Authorized Representative

Section 203. Debt Securities Issuable in the Form of a Global Security.

          (a) If the Company shall establish pursuant to Section 301 that the
     Debt Securities of a particular series are to be issued in whole or in part
     in the form of one or more Global Securities, then the Company shall
     execute and the Trustee shall, in accordance with Section 303 and the
     Company Order delivered to the Trustee thereunder, authenticate and deliver
     such Global Security or Securities, which (i) shall represent, and shall be
     denominated in an amount equal to the aggregate principal amount of the
     Outstanding Debt Securities of such series to be represented by such Global
     Security or Securities, (ii) may provide that the aggregate amount of
     Outstanding Debt Securities represented thereby may from time to time be
     increased or reduced to reflect exchanges, (iii) shall be registered in the
     name of the Depositary for such Global Security or Securities or its
     nominee, (iv) shall be delivered by the Trustee to the Depositary or
     pursuant to the Depositary's instruction and (v) shall bear a legend in
     accordance with the requirements of the Depositary.

          (b) Notwithstanding any other provision of this Section or of Section
     305, except as contemplated by the provisions of paragraph (c) below,
     unless the terms of a Global Security expressly permit such Global Security
     to be exchanged in whole or in part for individual Debt Securities, a
     Global Security may be transferred, in whole but not in part and in the
     manner provided in Section 305, only to a nominee of the Depositary for
     such Global Security, or to the Depositary, or to a successor Depositary
     for such Global Security selected or approved by the Company, or to a
     nominee of such successor Depositary.

          (c) (1) If at any time the Depositary for a Global Security notifies
          the Company that it is unwilling or unable to continue as the
          Depositary for such Global Security or if at any time the Depositary
          for the Debt Securities for such series shall no longer be eligible or
          in good standing under the Exchange Act, or other applicable statute
          or regulation, the Company shall appoint a successor Depositary with
          respect to such Global Security. If a successor Depositary for

                                       14
<PAGE>

          such Global Security is not appointed by the Company within 90 days
          after the Company receives such notice or becomes aware of such
          ineligibility, the Company will execute, and the Trustee, upon receipt
          of a Company Order for the authentication and delivery of Debt
          Securities of such series in the form of definitive certificates in
          exchange for such Global Security, will authenticate and deliver Debt
          Securities of such series in the form of definitive certificates of
          like tenor and terms in an aggregate principal amount equal to the
          principal amount of the Global Security in exchange for such Global
          Security. Such Debt Securities will be issued to and registered in the
          name of such Person or Persons as are specified by the Depositary.

              (2) The Company may at any time and in its sole discretion
          determine that the Debt Securities of any series issued or issuable in
          the form of one or more Global Securities shall no longer be
          represented by such Global Security or Securities. In any such event
          the Company will execute, and the Trustee, upon receipt of a Company
          Request for the authentication and delivery of Debt Securities in the
          form of definitive certificates in exchange in whole or in part for
          such Global Security, will authenticate and deliver without service
          charge to each Person specified by the Depositary Debt Securities in
          the form of definitive certificates of like tenor and terms in an
          aggregate principal amount equal to the principal amount of such
          Global Security representing such series, or the aggregate principal
          amount of such Global Securities representing such series, in exchange
          for such Global Security or Securities.

              (3) If specified by the Company pursuant to Section 301 with
          respect to Debt Securities issued or issuable in the form of a Global
          Security, the Depositary for such Global Security may surrender such
          Global Security in exchange in whole or in part for Debt Securities in
          the form of definitive certificates of like tenor and terms on such
          terms as are acceptable to the Company and such Depositary. Thereupon
          the Company shall execute, and the Trustee shall authenticate and
          deliver, without service charge, (A) to each Person specified by such
          Depositary a new Debt Security or Securities of the same series of
          like tenor and terms and any authorized denomination as requested by
          such Person in aggregate principal amount equal to and in exchange for
          such Person's beneficial interest in the Global Security and (B) to
          such Depositary a new Global Security of like tenor and terms and in
          an authorized denomination equal to the difference, if any, between
          the principal amount of the surrendered Global Security and the
          aggregate principal amount of Debt Securities delivered to Holders
          thereof.

              (4) In any exchange provided for in any of the preceding three
          subparagraphs, the Company shall execute and the Trustee shall
          authenticate and deliver Debt Securities in the form of definitive
          certificates in authorized denominations. Upon the exchange of the
          entire principal amount of a Global Security for Debt Securities in
          the form of definitive certificates, such Global Security shall be
          canceled by the Trustee. Except as provided in the immediately
          preceding subparagraph, Debt Securities issued in exchange for a
          Global Security

                                       15
<PAGE>

          pursuant to this Section shall be registered in such names and in such
          authorized denominations as the Depositary for such Global Security,
          acting pursuant to instructions from its direct or indirect
          participants or otherwise, shall instruct the Trustee. Provided that
          the Company and the Trustee have so agreed, the Trustee shall deliver
          such Debt Securities to the Persons in whose names the Debt Securities
          are so to be registered.

              (5) Any endorsement of a Global Security to reflect the principal
          amount thereof, or any increase or decrease in such principal amount,
          or changes in the rights of Holders of Outstanding Debt Securities
          represented thereby shall be made in such manner and by such Person or
          Persons as shall be specified in or pursuant to any applicable letter
          of representations or other arrangement entered into with, or
          procedures of, the Depositary with respect to such Global Security or
          in the Company Order delivered or to be delivered pursuant to Section
          303 with respect thereto. Subject to the provisions of Section 303,
          the Trustee shall deliver and redeliver any such Global Security in
          the manner and upon instructions given by the Person or Persons
          specified in or pursuant to any applicable letter of representations
          or other arrangement entered into with, or procedures of, the
          Depositary with respect to such Global Security or in any applicable
          Company Order. If a Company Order pursuant to Section 303 is so
          delivered, any instructions by the Company with respect to such Global
          Security contained therein shall be in writing but need not be
          accompanied by or contained in an Officer's Certificate and need not
          be accompanied by an Opinion of Counsel.

              (6) The Depositary or, if there be one, its nominee, shall be the
          Holder of a Global Security for all purposes under this Indenture; and
          beneficial owners with respect to such Global Security shall hold
          their interests pursuant to applicable procedures of such Depositary.
          The Company, the Trustee and the Debt Security Registrar shall be
          entitled to deal with such Depositary for all purposes of this
          Indenture relating to such Global Security (including the payment of
          principal, premium, if any, and interest (including any Additional
          Interest) and the giving of instructions or directions by or to the
          beneficial owners of such Global Security as the sole Holder of such
          Global Security and shall have no obligations to the beneficial owners
          thereof (including any direct or indirect participants in such
          Depositary). None of the Company, the Trustee, any Paying Agent or the
          Debt Security Registrar shall have any responsibility or liability for
          any aspect of the records relating to or payments made on account of
          beneficial ownership interests of a Global Security in or pursuant to
          any applicable letter of representations or other arrangement entered
          into with, or procedures of, the Depositary with respect to such
          Global Security or for maintaining, supervising or reviewing any
          records relating to such beneficial ownership interests.

                                       16
<PAGE>

                                  ARTICLE III

                              The Debt Securities
                              -------------------

Section 301.  Amount Unlimited; Issuable in Series.

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

          The Debt Securities may be issued in one or more series.  Subject to
the last paragraph of this Section, prior to the authentication and delivery of
Debt Securities of any series there shall be established by specification in a
supplemental indenture or in a Board Resolution, or in an Officer's Certificate
pursuant to a supplemental indenture or a Board Resolution:

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

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

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

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

          (e) the rate or rates at which the Debt Securities of such series, or
     any Tranche thereof, shall bear interest, if any (including (i) the rate or
     rates at which overdue principal shall bear interest, if different from the
     rate or rates at which such Debt Securities shall bear interest prior to
     Maturity, (ii) if applicable, the rate or rates at which overdue premium
     shall bear interest, if any and (iii) if applicable, the rate or rates and
     extent to which Additional Interest, if any, shall be payable), the period
     or periods during which such rate or rates shall be applicable, or any
     formulary or other method or other means by which such rate or rates, and
     any period or periods, shall be determined, by reference to an index or
     other fact or event ascertainable outside of this Indenture or otherwise;
     the date or dates from which such interest shall accrue; the Interest
     Payment Dates on which such interest shall be payable and the Regular
     Record Date, if any, for the

                                       17
<PAGE>

     interest payable on such Debt Securities on any Interest Payment Date; and
     the basis of computation of interest, if other than as provided in Section
     310;

          (f) the place or places at which or methods by which (1) the principal
     of and premium, if any, and interest (including Additional Interest), if
     any, on Debt Securities of such series, or any Tranche thereof, shall be
     payable, (2) registration of transfer of Debt Securities of such series, or
     any Tranche thereof, may be effected, (3) exchanges of Debt Securities of
     such series, or any Tranche thereof, may be effected and (4) notices and
     demands to or upon the Company in respect of the Debt Securities of such
     series, or any Tranche thereof, and this Indenture may be served; the Debt
     Security Registrar for such series; and if such is the case, that the
     principal of such Debt Securities shall be payable without presentment or
     surrender thereof;

          (g) the period or periods within which, or the date or dates on which,
     the price or prices at which and the terms and conditions upon which the
     Debt Securities of such series, or any Tranche thereof, may be redeemed, in
     whole or in part, at the option of the Company and any restrictions on such
     redemptions, including but not limited to a restriction on a partial
     redemption by the Company of the Debt Securities of any series, or any
     Tranche thereof, resulting in delisting of such Debt Securities from any
     national exchange;

          (h) the obligation or obligations, if any, of the Company to redeem or
     purchase the Debt Securities of such series, or any Tranche thereof,
     pursuant to any sinking fund or other mandatory redemption or tender
     provisions or at the option of a Holder thereof and the period or periods
     within which or the date or dates on which, the price or prices at which
     and the terms and conditions upon which such Debt Securities shall be
     redeemed or purchased, in whole or in part, pursuant to such obligation,
     and applicable exceptions to the requirements of Section 404 in the case of
     mandatory redemption or redemption at the option of the Holder;

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

          (j) the currency or currencies, including composite currencies, in
     which payment of the principal of and premium, if any, and interest
     (including Additional Interest), if any, on the Debt Securities of such
     series, or any Tranche thereof, shall be payable (if other than in
     Dollars);

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

          (l) if the principal of or premium, if any, or interest (including
     Additional Interest), if any, on the Debt Securities of such series, or any
     Tranche thereof, are to be

                                       18
<PAGE>

     payable, or are to be payable at the election of the Company or a Holder
     thereof, in securities or other property, the type and amount of such
     securities or other property, or the formulary or other method or other
     means by which such amount shall be determined, and the period or periods
     within which, and the terms and conditions upon which, any such election
     may be made;

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

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

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

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

          (q) the obligations or instruments, if any, which shall be considered
     to be Eligible Obligations in respect of the Debt Securities of such
     series, or any Tranche thereof, denominated in a currency other than
     Dollars or in a composite currency, and any additional or alternative
     provisions for the reinstatement of the Company's indebtedness in respect
     of such Debt Securities after the satisfaction and discharge thereof as
     provided in Section 701;

          (r) whether the Debt Securities of the series shall be issued in whole
     or in part in the form of a Global Security or Securities; the terms and
     conditions, if any, upon which such Global Security or Securities may be
     exchanged in whole or in part for certificated Debt Securities of such
     series and of like tenor of any authorized denomination and the
     circumstances under which such exchange may occur, if other than in the
     manner provided for in Section 203; the Depositary for such Global Security
     or Securities; and the form of any legend or legends to be borne by any
     such Global Security in addition to or in lieu of the legend referred to in
     Section 203;

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

          (t) to the extent not established pursuant to clause (r) of this
     paragraph, any limitations on the rights of the Holders of the Debt
     Securities of such Series, or any Tranche thereof, to transfer or exchange
     such Debt Securities or to obtain the registration

                                       19
<PAGE>

     of transfer thereof; and if a service charge will be made for the
     registration of transfer or exchange of Debt Securities of such series, or
     any Tranche thereof, the amount or terms thereof;

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

          (v) any collateral security, assurance or guarantee for such series of
     Debt Securities;

          (w) any credit enhancement applicable to the Debt Securities of such
     series; and

          (x) any other terms of the Debt Securities of such series, or any
     Tranche thereof, not inconsistent with the provisions of this Indenture.

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

Section 302. Denominations.

          Unless otherwise provided as contemplated by Section 301 with respect
to any series of Debt Securities, or any Tranche thereof, the Debt Securities of
each series shall be issuable in denominations of $1,000 and any integral
multiple thereof.

Section 303. Execution, Authentication, Delivery and Dating.

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

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

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

                                       20
<PAGE>

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

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

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

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

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

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

              (iii) assuming authentication and delivery by the Trustee and
          subject to any conditions specified in such Opinion of Counsel, such
          Debt Securities will have been duly issued under this Indenture and
          will be legal, valid and binding obligations of the Company,
          enforceable in accordance with their terms, subject, as to
          enforcement, to laws relating to or affecting generally the
          enforcement of creditors' rights, including, without limitation,
          bankruptcy and insolvency laws and to general principles of equity
          (regardless of whether such enforceability is considered in a
          proceeding in equity or at law);

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

               (x)  when the terms of such Debt Securities shall have been
          established pursuant to a Company Order or Orders or pursuant to such
          procedures (acceptable to the Trustee) as may be specified from time
          to time by a Company Order or Orders, all as contemplated by and in
          accordance with the instrument or

                                       21
<PAGE>

          instruments delivered pursuant to clause (a) above, such terms will
          have been duly authorized by the Company and will have been
          established in conformity with the provisions of this Indenture; and

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

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

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

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

          Unless otherwise specified as contemplated by Section 301 with respect
to any series of Debt Securities, or any Tranche thereof, no Debt Security shall
be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Debt Security a certificate of
authentication substantially in the form provided for herein executed by the
Trustee or its agent by manual signature, and such certificate upon any Debt
Security shall be conclusive evidence, and the only evidence, that such Debt
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Debt
Security shall have been authenticated and delivered hereunder to the

                                       22
<PAGE>

Company, or any Person acting on its behalf, but shall never have been issued
and sold by the Company, and the Company shall deliver such Debt Security to the
Debt Security Registrar for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Debt Security has never
been issued and sold by the Company, for all purposes of this Indenture such
Debt Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits hereof.

Section 304. Temporary Debt Securities.

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

          Unless otherwise specified as contemplated by Section 301 with respect
to the Debt Securities of any series, or any Tranche thereof, after the
preparation of definitive Debt Securities of such series or Tranche, the
temporary Debt Securities of such series or Tranche shall be exchangeable,
without charge to the Holder thereof, for definitive Debt Securities of such
series or Tranche, upon surrender of such temporary Debt Securities at the
office or agency of the Company maintained pursuant to Section 602 in a Place of
Payment for such Debt Securities. Upon such surrender of temporary Debt
Securities, the Company shall, except as aforesaid, execute and the Trustee
shall authenticate and deliver in exchange therefor definitive Debt Securities
of the same series and Tranche, of authorized denominations and of like tenor
and aggregate principal amount.

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

Section 305. Registration, Registration of Transfer and Exchange.

          The Company shall cause to be kept in each office designated pursuant
to Section 602, with respect to the Debt Securities of each series or any
Tranche thereof, a register (all registers kept in accordance with this Section
being collectively referred to as the "Debt Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Debt Securities of such series or Tranche and
the registration of transfer thereof. The Company shall designate one Person to
maintain the Debt Security Register for the Debt Securities of each series on a
consolidated basis, and such Person is referred to herein, with respect to such
series, as the "Debt Security Registrar". Anything herein to the contrary
notwithstanding, the Company may designate one or more of its offices as an
office in which the Debt Security Register shall be maintained, and the Company
may designate

                                       23
<PAGE>

itself the Debt Security Registrar with respect to one or more of such series.
The Debt Security Register shall be open for inspection by the Trustee and the
Company at all reasonable times.

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

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

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

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

          Unless otherwise specified as contemplated by Section 301 with respect
to Debt Securities of any series, or any Tranche thereof, no service charge
shall be made for any registration of transfer or exchange of Debt 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 Debt Securities, other than exchanges
pursuant to Section 304, 406 or 1206 not involving any transfer.

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

          None of the Company, the Trustee, any Paying Agent or the Debt
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or

                                       24
<PAGE>

payments made on account of beneficial ownership interests of a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

Section 306. Mutilated, Destroyed, Lost and Stolen Debt Securities.

          If any mutilated Debt Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Debt 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 (a)
evidence to their satisfaction of the ownership of and the destruction, loss or
theft of any Debt Security and (b) such security or indemnity as may be
reasonably 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
Debt Security is held by a Person purporting to be the owner of such Debt
Security, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Debt Security, a new Debt
Security of the same series and Tranche, and of like tenor and principal amount
and bearing a number not contemporaneously outstanding.

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

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

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

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

Section 307. Payment of Interest and Additional Interest; Interest Rights
             Preserved.

          Unless otherwise specified as contemplated by Section 301 with respect
to the Debt Securities of any series, or any Tranche thereof, interest and
Additional Interest, if any, on any Debt 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 Debt Security (or one or more Predecessor Debt
Securities) is registered at the close of business on the Regular Record Date
for such interest.

                                       25
<PAGE>

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

          (a) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Debt Securities of such series (or their
     respective Predecessor Debt Securities) are registered at the close of
     business on a date (herein called 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 Debt Security of such series and the
     date of the proposed payment, and at the same time the Company shall
     deposit with the Trustee an amount of money equal to the aggregate amount
     proposed to be paid in respect of such Defaulted Interest or shall make
     arrangements satisfactory to the Trustee for such deposit prior to the date
     of the proposed payment, such money when deposited to be held in trust for
     the benefit of the Persons entitled to such Defaulted Interest as in this
     clause provided. Thereupon the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest which shall be not more than 15 days
     and not less than 10 days prior to the date of the proposed payment and not
     less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the expense of the Company,
     shall promptly cause notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor to be mailed, first-class
     postage prepaid, to each Holder of Debt Securities of such series at the
     address of such Holder as it appears in the Debt Security Register, not
     less than 10 days prior to such Special Record Date. Notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor
     having been so mailed, such Defaulted Interest shall be paid to the Persons
     in whose names the Debt Securities of such series (or their respective
     Predecessor Debt Securities) are registered at the close of business on
     such Special Record Date.

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

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

                                       26
<PAGE>

Section 308. Persons Deemed Owners.

          Prior to due presentment of a Debt 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 Debt Security is registered as the
absolute owner of such Debt Security for the purpose of receiving payment of
principal of and premium, if any, and (subject to Sections 305 and 307) interest
(including Additional Interest), if any, on such Debt Security and for all other
purposes whatsoever, whether or not such Debt Security is 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 by Debt Security Registrar.

          All Debt Securities surrendered for payment, redemption, registration
of transfer or exchange shall, if surrendered to any Person other than the Debt
Security Registrar, be delivered to the Debt Security Registrar and, if not
theretofore canceled, shall be promptly canceled by the Debt Security Registrar.
The Company may at any time deliver to the Debt Security Registrar for
cancellation any Debt Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever or which
the Company shall not have issued and sold, and all Debt Securities so delivered
shall be promptly canceled by the Debt Security Registrar. No Debt Securities
shall be authenticated in lieu of or in exchange for any Debt Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. All certificates representing canceled Debt Securities held by the
Debt Security Registrar shall be disposed of in accordance with the customary
practices of the Debt Security Registrar at the time in effect, and the Debt
Security Registrar shall not be required to destroy any such certificates. The
Debt Security Registrar, if other than the trustee, shall promptly deliver a
certificate of disposition with respect to such disposed certificates to the
Trustee and the Company unless, by a Company Order, similarly delivered, the
Company shall direct that canceled Debt Securities be returned to it. The Debt
Security Registrar shall promptly deliver evidence of any cancellation of a Debt
Security in accordance with this Section to the Trustee and the Company. If the
Trustee is the entity acting as Debt Security Registrar, it shall promptly
deliver to the Company a certificate of disposition with respect to any
certificates disposed of and/or evidence of any cancellation of a Debt Security,
in each case in accordance with this Section, if so requested by a Company
Order.

Section 310. Computation of Interest.

          Except as otherwise specified as contemplated by Section 301 for Debt
Securities of any series, or any Tranche thereof, interest on the Debt
Securities of each series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months and on the basis of the actual number of days
elapsed within any month in relation to the deemed 30 days of such month.

Section 311. Payment to be in Proper Currency.

          In the case of the Debt Securities of any series, or any Tranche
thereof, denominated in any currency other than Dollars or in a composite
currency (the "Required

                                       27
<PAGE>

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

                                  ARTICLE IV

                         Redemption of Debt Securities
                         -----------------------------

Section 401.  Applicability of Article.

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

Section 402. Election to Redeem; Notice to Trustee.

          The election of the Company to redeem any Debt Securities shall be
evidenced by a Board Resolution and/or an Officer's Certificate. The Company
shall, at least 45 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee in writing of such Redemption Date and of the principal amount of such
Debt Securities to be redeemed. In the case of any redemption of Debt Securities
(a) prior to the expiration of any restriction on such redemption provided in
the terms of such Debt Securities or elsewhere in this Indenture or (b) pursuant
to an election of the Company which is subject to a condition specified in the
terms of such Debt Securities, the Company shall furnish the Trustee with an
Officer's Certificate evidencing compliance with such restriction or condition.

Section 403. Selection of Debt Securities to be Redeemed.

          If less than all the Debt Securities of any series, or any Tranche
thereof, are to be redeemed, the particular Debt Securities to be redeemed shall
be selected by the Trustee from the Outstanding Debt Securities of such series
or Tranche not previously called for redemption, by such method as shall be
provided for any particular series, or, in the absence of any such provision, by
such method of random selection as the Trustee shall deem fair and appropriate
and which may, in any case, provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Debt Securities of such series
or Tranche or any integral

                                       28
<PAGE>

multiple thereof) of the principal amount of Debt Securities of such series or
Tranche of a denomination larger than the minimum authorized denomination for
Debt Securities of such series or Tranche; provided, however, that if, as
indicated in an Officer's Certificate, the Company shall have offered to
purchase all or any principal amount of the Debt Securities then Outstanding of
any series, or any Tranche thereof, and less than all of such Debt Securities as
to which such offer was made shall have been tendered to the Company for such
purchase, the Trustee, if so directed by Company Order, shall select for
redemption all or any principal amount of such Debt Securities which have not
been so tendered.

          If the Debt Securities are then held in the form of a Global Security,
the Trustee shall select Debt Securities to be redeemed in accordance with the
customary procedures for the Depositary.

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

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

Section 404. Notice of Redemption.

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

          All notices of redemption shall state:

          (a)  the Redemption Date,

          (b)  the Redemption Price,

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

          (d)  that on the Redemption Date, the Redemption Price, together with
     accrued interest (including Additional Interest), if any, to the Redemption
     Date, will become due and payable upon each such Debt Security to be
     redeemed and, if applicable and provided that the Redemption Price is
     received by the Paying Agent or Agents on or prior to the Redemption Date,
     that interest (including any Additional Interest) thereon will cease to
     accrue on and after said date,

          (e)  the place or places where such Debt Securities are to be
     surrendered for payment of the Redemption Price and accrued interest
     (including Additional Interest), if

                                       29
<PAGE>

     any, unless it shall have been specified as contemplated by Section 301
     with respect to such Debt Securities that such surrender shall not be
     required,

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

          (g)  such other matters as the Company shall deem desirable or
     appropriate (including CUSIP numbers with respect to such Debt Securities,
     if the Company shall so elect, in which event such notice of redemption may
     contain a disclaimer as to the correctness of such numbers either as
     printed on the Debt Securities or on such notice of redemption).

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

          Notice of redemption of Debt Securities to be redeemed at the election
of the Company, and any notice of non-satisfaction of a condition for redemption
as aforesaid, shall be given by the Company or, at the Company's request, by the
Debt Security Registrar in the name and at the expense of the Company. Notice of
mandatory redemption of Debt Securities shall be given by the Debt Security
Registrar in the name and at the expense of the Company.

Section 405. Debt Securities Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, and the
conditions, if any, set forth in such notice having been satisfied, the Debt
Securities or portions thereof so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless, in the case of an unconditional notice of redemption,
the Company shall default in the payment of the Redemption Price and accrued
interest (including Additional Interest), if any) such Debt Securities or
portions thereof, if interest-bearing, shall cease to bear interest. Upon
surrender of any such Debt Security for redemption in accordance with such
notice, such Debt Security or portion thereof shall be paid by the Company at
the Redemption Price, together with accrued interest (including Additional
Interest), if any, to the Redemption Date; provided, however, that no such
surrender shall be a condition to such payment if so specified as contemplated
by

                                       30
<PAGE>

Section 301 with respect to such Debt Security; and provided, further, that
except as otherwise specified as contemplated by Section 301 with respect to
such Debt Security, any installment of interest on any Debt Security the Stated
Maturity of which installment is on or prior to the Redemption Date shall be
payable to the Holder of such Debt Security, or one or more Predecessor Debt
Securities, registered as such at the close of business on the related Regular
Record Date according to the terms of such Debt Security and subject to the
provisions of Section 307.

Section 406. Debt Securities Redeemed in Part.

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

                                   ARTICLE V

                                 Sinking Funds
                                 -------------

Section 501.  Applicability of Article.

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

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

Section 502. Satisfaction of Sinking Fund Payments with Debt Securities.

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

                                       31
<PAGE>

be applied in satisfaction of a mandatory sinking fund payment if such Debt
Securities shall have been previously so applied. Debt Securities so applied
shall be received and credited for such purpose by the Trustee at the Redemption
Price specified in such Debt Securities for redemption through operation of the
sinking fund and the amount of such mandatory sinking fund payment shall be
reduced accordingly.

Section 503. Redemption of Debt Securities for Sinking Fund.

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

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

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

          (c) the aggregate sinking fund payment;

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

          (e) the portion, if any, of such aggregate sinking fund payment which
     is to be satisfied by delivering and crediting Debt Securities of such
     series or Tranche pursuant to Section 502 and stating the basis for such
     credit and that such Debt Securities have not previously been so credited,
     and the Company shall also deliver to the Trustee any Debt Securities to be
     so delivered.

          If the Company shall not have delivered such Officer's Certificate
and, to the extent applicable, all such Debt Securities, on or prior to the
45/th/ day prior to such sinking fund payment date, the sinking fund payment for
such series or Tranche in respect of such sinking fund payment date shall be
made entirely in cash in the amount of the mandatory sinking fund payment. Not
less than 30 days before each such sinking fund payment date the Trustee shall
select the Debt Securities to be redeemed upon such sinking fund payment date in
the manner specified in Section 403 and the Debt Security Registrar shall cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 404. Such notice having been
duly given, the redemption of such Debt Securities shall be made upon the terms
and in the manner stated in Sections 405 and 406.

                                       32
<PAGE>

                                  ARTICLE VI

                                   Covenants
                                   ---------

Section 601.  Payment of Principal, Premium and Interest.

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

Section 602. Maintenance of Office or Agency.

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

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

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

Section 603. Money for Debt Securities Payments to be Held in Trust.

          If the Company shall at any time act as its own Paying Agent with
respect to the Debt Securities of any series, or any Tranche thereof, it shall,
on or before each due date of the principal of and premium, if any, and interest
(including Additional Interest), if any, on any of such Debt Securities,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and premium or interest (including
Additional Interest) so

                                       33
<PAGE>

becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided. The Company shall promptly notify the Trustee of any
failure by the Company (or any other obligor on such Debt Securities) to make
any payment of principal of or premium, if any, or interest (including
Additional Interest), if any, on such Debt Securities.

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

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

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

          (b) give the Trustee notice of any failure by the Company (or any
     other obligor upon such Debt Securities) to make any payment of principal
     of or premium, if any, or interest (including Additional Interest), if any,
     on such Debt Securities; and

          (c) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent and furnish to the Trustee such
     information as it possesses regarding the names and addresses of the
     Persons entitled to such sums.

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

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of and premium, if
any, or interest (including Additional Interest), if any, on any Debt Security
and remaining unclaimed for two years after such principal and premium, if any,
or interest (including Additional 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, upon such payment or discharge, the Holder

                                       34
<PAGE>

of such Debt Security shall, as an unsecured general creditor and not as a
Holder of an Outstanding Debt Security, look only to the Company for payment of
the amount so due and payable and remaining unpaid, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
payment to the Company, may at the expense of the Company cause to be mailed, on
one occasion only, notice to such Holder that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such mailing, any unclaimed balance of such money then remaining
will be paid to the Company.

Section 604. Corporate Existence.

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

Section 605. Maintenance of Properties.

          The Company shall cause (or, with respect to property owned in common
with others, make reasonable effort to cause) all its properties used or useful
in the conduct of its business to be maintained and kept in good condition,
repair and working order and shall cause (or, with respect to property owned in
common with others, make reasonable effort to 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 conducted; provided, however, that
nothing in this Section shall prevent the Company from discontinuing, or causing
the discontinuance of, the operation and maintenance of any of its properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct
of its business.

Section 606. Annual Officer's Certificate as to Compliance.

          Not later than June 1 in each year, commencing June 1, 2001, the
Company shall deliver to the Trustee an Officer's Certificate which need not
comply with Section 102, executed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company,
stating whether, to such officer's knowledge, the Company is in compliance with
all conditions and covenants under this Indenture, such compliance to be
determined without regard to any period of grace or requirement of notice under
this Indenture, and making any other statements as may be required by the
provisions of Section 314(a)(4) of the Trust Indenture Act.

Section 607. Waiver of Certain Covenants.

          The Company may omit in any particular instance to comply with any
term, provision or condition set forth in (a) Section 602 or any additional
covenant or restriction specified with respect to the Debt Securities of any
series, or any Tranche thereof, as contemplated by Section 301 if before the
time for such compliance the Holders of at least a majority in aggregate
principal amount of the Outstanding Debt Securities of all series and Tranches
with respect to which compliance with Section 602 or such additional covenant or

                                       35
<PAGE>

restriction is to be omitted, considered as one class, shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition and (b) Sections 604, 605, 606
or Article XI if before the time for such compliance the Holders of at least a
majority in principal amount of Debt Securities Outstanding under this Indenture
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition; but, in the
case of (a) or (b), 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 VII

                          Satisfaction and Discharge
                          --------------------------

Section 701.  Satisfaction and Discharge of Debt Securities.

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

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

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

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

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

              (x) if such deposit shall have been made prior to the Maturity of
          such Debt Securities, a Company Order stating that the money and
          Eligible Obligations

                                       36
<PAGE>

          deposited in accordance with this Section shall be held in trust, as
          provided in Section 703;

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

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

          If the Company shall make any deposit of money and/or Eligible
Obligations with respect to any Debt Securities, or any portion of the principal
amount thereof, as contemplated by this section, the Company shall not deliver
an Officer's Certificate described in clause (z) above unless the Company shall
also deliver to the Trustee, together with such Officer's Certificate, an
Opinion of Counsel to the effect that, as a result of a change in law occurring
after the date of this Indenture, the Holders of such Debt Securities, or
portions thereof, will not recognize income, gain or loss for United States
federal income tax purposes as a result of the satisfaction and discharge of the
Company's indebtedness in respect thereof and will be subject to United States
federal income tax on the same amounts, at the same times and in the same manner
as if such satisfaction and discharge had not been effected.

          Upon the deposit of money or Eligible Obligations, or both, in
accordance with this Section, together with the documents required by clauses
(x), (y) and (z) above, the Trustee shall, upon receipt of a Company Request,
acknowledge in writing that the Debt Security or Debt Securities or portions
thereof with respect to which such deposit was made are deemed to have been paid
for all purposes of this Indenture and that the entire indebtedness of the
Company in respect thereof has been satisfied and discharged as contemplated in
this Section. In the event that all of the conditions set forth in the first
paragraph of this Section shall have been satisfied in respect of any Debt
Securities or portions thereof except that, for any reason, the Officer's
Certificate specified in clause (z) shall not have been delivered, such Debt
Securities or portions thereof shall nevertheless be deemed to have been paid
for all purposes of this Indenture, and the Holders of such Debt Securities or
portions thereof shall nevertheless be no longer entitled to the benefits of
this Indenture or of any of the covenants of the Company under Article VI
(except the covenants contained in Sections 602 and 603) or any other covenants
made in respect of such Debt Securities or portions thereof as contemplated by
Section 301, but the indebtedness of the Company in respect of such Debt
Securities or portions thereof shall not be deemed to have been satisfied and
discharged prior to Maturity for any other purpose, and the Holders of such Debt
Securities or portions thereof shall continue to be entitled to look to the
Company for payment of the indebtedness represented thereby; and, upon receipt
of a Company Request, the Trustee shall acknowledge in writing that such Debt
Securities or portions thereof are deemed to have been paid for all purposes of
this Indenture.

                                       37
<PAGE>

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

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

          Notwithstanding that any Debt Securities shall be deemed to have been
paid for purposes of this Indenture, as aforesaid, the obligations of the
Company and the Trustee in respect of such Debt Securities under Sections 304,
305, 306, 404, 503 (as to notice of redemption), 602, 603, 907, 914 and 915 and
this Article shall survive.

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

          Anything herein to the contrary notwithstanding, (a) if, at any time
after a Debt Security would be deemed to have been paid for purposes of this
Indenture, and, if such is the case, the Company's indebtedness in respect
thereof would be deemed to have been satisfied or discharged, pursuant to this
Section (without regard to the provisions of this paragraph), the Trustee or any
Paying Agent, as the case may be, shall be required to return the money or
Eligible Obligations, or combination thereof, deposited with it as aforesaid to
the Company or its representative under any applicable federal or state
bankruptcy, insolvency or other similar law, such Debt Security shall thereupon
be deemed retroactively not to have been paid and any satisfaction and discharge
of the Company's indebtedness in respect thereof shall retroactively be deemed
not to have been effected, and such Debt Security shall be deemed to remain
Outstanding and (b) any satisfaction and discharge of the Company's indebtedness
in respect of any Debt Security shall be subject to the provisions of the last
paragraph of Section 603.

Section 702. Satisfaction and Discharge of Indenture.

          This Indenture shall upon Company Request cease to be of further
effect (except as hereinafter expressly provided), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

          (a) no Debt Securities remain Outstanding hereunder; and

                                       38
<PAGE>

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

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

          Notwithstanding the satisfaction and discharge of this Indenture as
aforesaid, the obligations of the Company and the Trustee under Sections 304,
305, 306, 404, 503 (as to notice of redemption), 602, 603, 907, 914 and 915 and
this Article shall survive.

          Upon satisfaction and discharge of this Indenture as provided in this
Section, the Trustee shall assign, transfer and turn over to the Company,
subject to the lien provided by Section 907, any and all money, securities and
other property then held by the Trustee for the benefit of the Holders of the
Debt Securities other than money and Eligible Obligations held by the Trustee
pursuant to Section 703.

Section 703. Application of Trust Money.

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

                                       39
<PAGE>

with the giving of notice or the passage of time, would become an Event of
Default, shall have been waived or cured.

                                 ARTICLE VIII

                          Events of Default; Remedies
                          ---------------------------

Section 801.  Events of Default.

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

          (a) failure to pay interest (including Additional Interest), if any,
     on any Debt Security of such series within thirty (30) days after the same
     becomes due and payable; or

          (b) failure to pay the principal of or premium, if any, on any Debt
     Security of such series when due and payable; or

          (c) failure to make any sinking fund payment with respect to such
     series when due; or

          (d) failure to perform or breach of any covenant or warranty of the
     Company in this Indenture (other than a covenant or warranty a default in
     the performance of which or breach of which is elsewhere in this Section
     specifically dealt with or which has expressly been included in this
     Indenture solely for the benefit of one or more series of Debt Securities
     other than such series) 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 33% in principal amount
     of the Outstanding Debt Securities of such series, a written notice
     specifying such default or breach and requiring it to be remedied and
     stating that such notice is a "Notice of Default" hereunder, unless the
     Trustee, or the Trustee and the Holders of a principal amount of Debt
     Securities of such series not less than the principal amount of Debt
     Securities the Holders of which gave such notice, as the case may be, shall
     agree in writing to an extension of such period prior to its expiration;
     provided, however, that the Trustee, or the Trustee and the Holders of such
     principal amount of Debt Securities of such series, as the case may be,
     shall be deemed to have agreed to an extension of such period for a maximum
     of one hundred twenty (120) days if corrective action is initiated by the
     Company within such period and is being diligently pursued; or

          (e) the entry by a court having jurisdiction in the premises of (1) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any applicable federal or state bankruptcy, insolvency,
     reorganization or other similar law or (2) a decree or order adjudging the
     Company a bankrupt or insolvent, or approving as properly filed a petition
     by one or more Persons other than the Company seeking reorganization,
     arrangement, adjustment or composition of or in respect of the Company
     under any applicable federal or state law, or appointing a custodian,
     receiver, liquidator, assignee, trustee, sequestrator or other similar
     official for the Company or for any

                                       40
<PAGE>

     substantial part of its property, or ordering the winding up or liquidation
     of its affairs, and any such decree or order for relief or any such other
     decree or order shall have remained unstayed and in effect for a period of
     90 consecutive days; or

          (f) the commencement by the Company of a voluntary case or proceeding
     under any applicable federal or state bankruptcy, insolvency,
     reorganization or other similar law or of any other case or proceeding to
     be adjudicated a bankrupt or insolvent, or the consent by it to the entry
     of a decree or order for relief in respect of the Company in case or
     proceeding under any applicable federal or state bankruptcy, insolvency,
     reorganization or other similar law or to the commencement of any
     bankruptcy or insolvency case or proceeding against it, or the filing by it
     of a petition or answer or consent seeking reorganization or relief under
     any applicable federal or state 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 similar official
     of the Company 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 authorization of such action by the Board of Directors; or

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

Section 802. Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default due to the default in payment of principal of,
or premium, if any, or interest (including Additional Interest) on, any series
of Debt Securities or due to the default in the performance or breach of any
other covenant or warranty of the Company applicable to the Debt Securities of
such series but not applicable to all Outstanding Debt Securities shall have
occurred and be continuing, either the Trustee or the Holders of not less than
33% in principal amount of the Debt Securities of such series may then declare
the principal amount (or, if any of the Debt Securities of such series are
Discount Debt Securities, such portion of the principal amount as may be
specified in the terms thereof as contemplated by Section 301) of all Debt
Securities of such series and premium, if any, and interest (including
Additional Interest) accrued thereon to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by the Holders);
provided that, in the case of the Debt Securities of a series issued to a Trust,
if, upon an Event of Default, the Trustee or the Holders of not less than 33% in
principal amount of the Outstanding Debt Securities of such series fail to
declare the principal of all the Outstanding Debt Securities of such series to
be immediately due and payable, the holders of at least 33% in aggregate
Liquidation Amount of the related series of Trust Preferred Securities issued by
such Trust then outstanding shall have the right to make such declaration by
notice in writing to the Company and the Trustee. If an Event of Default due to
default in the performance of any other of the covenants or warranties herein
applicable to all Outstanding Debt Securities or an Event of Default specified
in Section 801(e) or (f) shall have occurred and be continuing, either the
Trustee or the Holders of not less than 33% in principal amount of all Debt
Securities then Outstanding (considered as one class), and not the Holders of
the Debt Securities of any one of such series, may declare the principal amount
(or, if any of the Debt Securities are Discount Debt Securities, such portion of
the principal amount of such Debt

                                       41
<PAGE>

Securities as may be specified in the terms thereof as contemplated by Section
301) of all Debt Securities and premium, if any, and interest accrued thereon to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders); provided, however, that, with respect to
Debt Securities of a series issued to a Trust, if the Holders of such Debt
Securities fail to make such declaration, then such declaration made by the
holders of the related series of Trust Preferred Securities issued by such Trust
shall be considered such declaration of Holders of such Debt Securities on a pro
rata basis. As a consequence of each such declaration (herein referred to as a
declaration of acceleration) with respect to Debt Securities of any series, the
principal amount (or portion thereof in the case of Discount Debt Securities) of
such Debt Securities, premium, if any, and interest (including Additional
Interest) accrued thereon shall become due and payable immediately.

          With respect to a series of Debt Securities to which a credit
enhancement is applicable, the applicable supplemental indenture may provide
that the provider of such credit enhancement may, if default has occurred and is
continuing with respect to such series, and subject to certain conditions, have
all the rights with respect to remedies that would otherwise have been
exercisable by the Holders of Debt Securities of that series.

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

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

              (1) all overdue interest on all Debt Securities of such series;

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

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

          and

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

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

                                       42
<PAGE>

Section 803. Collection of Indebtedness and Suits for Enforcement by Trustee.

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

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

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

Section 804. Trustee May File Proofs of Claim.

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

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

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

                                       43
<PAGE>

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

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

Section 805. Trustee May Enforce Claims Without Possession of Debt Securities.

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

Section 806. Application of Money Collected.

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

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

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

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

Section 807. Limitation on Suits.

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

                                       44
<PAGE>

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

          (b) the Holders of not less than a majority in aggregate principal
     amount of the Outstanding Debt Securities of all series in respect of which
     an Event of Default shall have occurred and be continuing, considered as
     one class, shall have made written request to the Trustee to institute
     proceedings in respect of such Event of Default in its own name as Trustee
     hereunder;

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

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

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

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

Section 808. Unconditional Right of Holders to Receive Principal, Premium and
             Interest.

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

Section 809. Restoration of Rights and Remedies.

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

                                       45
<PAGE>

Section 810. Rights and Remedies Cumulative.

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

Section 811. Delay or Omission Not Waiver.

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

Section 812. Control by Holders of Debt Securities.

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

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

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

          Before proceeding to exercise any right or power hereunder at the
direction of such Holders, the Trustee shall be entitled to receive from such
Holders reasonable security or indemnity, against the costs, expenses and
liabilities which might be incurred by it in compliance with any such direction.

Section 813. Waiver of Past Defaults.

          The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
the Debt Securities of such

                                       46
<PAGE>

series waive any past default hereunder with respect to such series and its
consequences, except a default

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

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

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

Section 814. Undertaking for Costs.

          The Company and the Trustee agree, and each Holder by his acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Debt Securities of all series in respect of
which such suit may be brought, considered as one class, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
or premium, if any, or interest (including Additional Interest), if any, on any
Debt Security on or after the Stated Maturity or Maturities expressed in such
Debt Security (or, in the case of redemption, on or after the Redemption Date).

Section 815. Waiver of Stay or Extension Laws.

          The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, 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.

                                       47
<PAGE>

                                  ARTICLE IX

                                  The Trustee
                                  -----------

Section 901. Certain Duties and Responsibilities.

          (a) The Trustee shall have and be subject to all the duties and
     responsibilities specified with respect to an indenture trustee in the
     Trust Indenture Act, and no implied covenants or obligations shall be read
     into this Indenture against the Trustee.

          (b) The Trustee, prior to the occurrence of an Event of Default and
     after the curing or waiving of all Events of Default which may have
     occurred, undertakes to perform such duties and only such duties as are
     specifically set forth in this Indenture. In case an Event of Default of
     which a Responsible Officer of the Trustee has knowledge has occurred and
     is continuing, the Trustee shall exercise such of the rights and powers
     vested in it by this Indenture, and use the same degree of care and skill
     in their exercise, as a prudent person would exercise or use under the
     circumstances in the conduct of such person's own affairs.

          (c) No provision of this Indenture shall be construed to relieve the
     Trustee from liability for its own negligent action, its own negligent
     failure to act or its own willful misconduct, except that prior to the
     occurrence of an Event of Default and after the curing or waiving of all
     Events of Default which may have occurred

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

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

          (d) The Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith, in accordance with the
     direction of the Holders of Debt Securities pursuant to Section 812,
     relating to the time, method and place of conducting any proceeding for any
     remedy available to the Trustee, or exercising any trust or power conferred
     upon the Trustee, under this Indenture.

          (e) 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

                                       48
<PAGE>

     reasonable grounds for believing that it is not reasonably assured of
     receiving (i) repayment of such funds or (ii) indemnity, in an amount
     deemed adequate to the Trustee in its reasonable judgment, against such
     risk or liability.

          (f) Notwithstanding anything contained in this Indenture to the
     contrary, the duties and responsibilities of the Trustee under this
     Indenture shall be subject to the protections, exculpations and limitations
     on liability afforded to the Trustee under the provisions of the Trust
     Indenture Act, including those provisions of such Act deemed by such Act to
     be included herein.

          (g) Whether or not therein expressly so provided, every provision of
     this Indenture relating to the conduct or affecting the liability of or
     affording protection to the Trustee shall be subject to the provisions of
     this Section.

Section 902. Notice of Defaults.

          The Trustee shall give the Holders notice of any default hereunder
with respect to the Debt Securities of any series to the Holders of Debt
Securities of such series of which it has knowledge (within the meaning of
Section 903(h) hereof) in the manner and to the extent required to do so by the
Trust Indenture Act, unless such default shall have been cured or waived;
provided, however, that in the case of any default of the character specified in
Section 801(d), no such notice to Holders shall be given until at least 60 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.

Section 903. Certain Rights of Trustee.

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

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

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

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

                                       49
<PAGE>

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

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

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

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

          (h) the Trustee shall not be charged with knowledge of any default or
     Event of Default with respect to the Debt Securities of any series for
     which it is acting as Trustee unless either (1) a Responsible Officer of
     the Trustee shall have knowledge of the default or Event of Default or (2)
     written notice of such default or Event of Default shall have been given to
     the Trustee by the Company, any other obligor on such Debt Securities or by
     any Holder of such Debt Securities.

Section 904. Not Responsible for Recitals or Issuance of Debt Securities.

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

Section 905. May Hold Debt Securities.

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

                                       50
<PAGE>

Section 906. Money Held in Trust.

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

Section 907. Compensation and Reimbursement.

          The Company shall

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

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

          (c) indemnify the Trustee and hold it harmless from and against any
     and all losses, demands, claims, liabilities, causes of action or expenses
     (including reasonable attorney's fees and expenses) incurred by it arising
     out of or in connection with the acceptance or administration of the trust
     or trusts hereunder or the performance of its duties hereunder (including
     the reasonable 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, except to the extent any such loss, demand,
     claim, liability, cause of action or expense may be attributable to its
     negligence, willful misconduct or bad faith) and may assume the defense of
     the Trustee with counsel acceptable to the Trustee, unless the Trustee
     shall have been advised by counsel that there may be one or more legal
     defenses available to it which are different from or additional to those
     available to the Company, in which case the Trustee may engage separate
     counsel and the fees and expenses of such counsel shall be assumed by the
     Company.

          As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Debt Securities
upon all property and funds held or collected by the Trustee as such other than
property and funds held in trust for the payment of principal, premium, if any,
and interest on Debt Securities.  "Trustee" for purposes of this Section shall
include any predecessor Trustee; provided, however, that the negligence, willful
misconduct or bad faith of any Trustee hereunder shall not affect the rights of
any other Trustee hereunder.

          When a Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 801(e) or Section 801(f), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended

                                       51
<PAGE>

to constitute expenses of administration under any applicable federal or state
bankruptcy, insolvency or other similar law.

          The provisions of this Section shall survive termination of this
Indenture.

Section 908. Disqualification; Conflicting Interests.

          If the Trustee shall have or acquire any conflicting interest within
the meaning of the Trust Indenture Act, it shall either eliminate such
conflicting interest or resign to the extent, in the manner and with the effect,
and subject to the conditions, provided in the Trust Indenture Act and this
Indenture.  For purposes of Section 310(b)(1) of the Trust Indenture Act and to
the extent permitted thereby, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a Trustee under this Indenture with
respect to Debt Securities of more than one series.

Section 909. Corporate Trustee Required; Eligibility.

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

          (a) a corporation organized and doing business under the laws of the
     United States, any state or territory thereof or the District of Columbia,
     authorized under such laws to exercise corporate trust powers, having a
     combined capital and surplus of at least $100,000,000 and subject to
     supervision or examination by federal or state authority, or

          (b) if and to the extent permitted by the Commission by rule,
     regulation or order upon application, a corporation or other Person
     organized and doing business under the laws of a foreign government,
     authorized under such laws to exercise corporate trust powers, having a
     combined capital and surplus of at least $100,000,000 or the Dollar
     equivalent of the applicable foreign currency and subject to supervision or
     examination by authority of such foreign government or a political
     subdivision thereof substantially equivalent to supervision or examination
     applicable to United States institutional trustees,

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

Section 910. Resignation and Removal; Appointment of Successor.

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

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

                                       52
<PAGE>

     acceptance by a successor Trustee required by Section 911 shall not have
     been delivered to the Trustee within 30 days after the giving of such
     notice of resignation, the resigning Trustee may petition any court of
     competent jurisdiction for the appointment of a successor Trustee with
     respect to the Debt Securities of such series.

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

          (d)  If at any time:

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

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

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

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

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

                                       53
<PAGE>

     shall have been so appointed by the Company or the Holders and accepted
     appointment in the manner required by Section 911, any Holder who has been
     a bona fide Holder of a Debt Security of such series for at least six
     months may, on behalf of itself and all others similarly situated, petition
     any court of competent jurisdiction for the appointment of a successor
     Trustee with respect to the Debt Securities of such series.

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

          (g) The Company or, should the Company fail so to act promptly, the
     successor Trustee, at the expense of the Company, shall give notice of each
     resignation and each removal of the Trustee with respect to the Debt
     Securities of any series and each appointment of a successor Trustee with
     respect to the Debt Securities of any series by mailing written notice of
     such event by first-class mail, postage prepaid, to all Holders of Debt
     Securities of such series as their names and addresses appear in the Debt
     Security Register.  Each notice shall include the name of the successor
     Trustee with respect to the Debt Securities of such series and the address
     of its corporate trust office.

Section 911.  Acceptance of Appointment by Successor.

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

          (b) In case of the appointment hereunder of a successor Trustee with
     respect to the Debt Securities of one or more (but not all) series, the
     Company, the retiring Trustee and each successor Trustee with respect to
     the Debt Securities of one or more

                                       54
<PAGE>

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

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

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

Section 912. Merger, Conversion, Consolidation or Succession to Business.

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

                                       55
<PAGE>

Section 913. Preferential Collection of Claims Against Company.

          If the Trustee shall be or become a creditor of the Company or any
other obligor upon the Debt Securities (other than by reason of a relationship
described in Section 311(b) of the Trust Indenture Act), the Trustee shall be
subject to any and all applicable provisions of the Trust Indenture Act
regarding the collection of claims against the Company or such other obligor.
For purposes of Section 311(b) of the Trust Indenture Act:

          (a) the term "cash transaction" means any transaction in which full
     payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand;

          (b) the term "self-liquidating paper" means any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Company for the purpose of financing the purchase,
     processing, manufacturing, shipment, storage or sale of goods, wares or
     merchandise and which is secured by documents evidencing title to,
     possession of, or a lien upon, the goods, wares or merchandise or the
     receivables or proceeds arising from the sale of the goods, wares or
     merchandise previously constituting the security, provided the security is
     received by the Trustee simultaneously with the creation of the creditor
     relationship with the Company arising from the making, drawing, negotiating
     or incurring of the draft, bill of exchange, acceptance or obligation.

Section 914. Co-trustees and Separate Trustees.

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

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

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

          (a) the Debt Securities shall be authenticated and delivered, and all
     rights, powers, duties and obligations hereunder in respect of the custody
     of securities, cash and

                                       56
<PAGE>

     other personal property held by, or required to be deposited or pledged
     with, the Trustee hereunder, shall be exercised solely, by the Trustee;

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

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

          (d) no co-trustee or separate trustee hereunder shall be personally
     liable by reason of any act or omission of the Trustee, or any other such
     trustee hereunder and the Trustee shall have no liability, personally or in
     its capacity as Trustee, for any act or omission of any co-trustee or
     separate trustee hereunder; and

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

Section 915.  Appointment of Authenticating Agent.

          The Trustee may appoint an Authenticating Agent or Agents with respect
to the Debt Securities of one or more series, or any Tranche thereof, which
shall be authorized to act on behalf of the Trustee to authenticate Debt
Securities of such series or Tranche issued upon original issuance, exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, and Debt Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder.  Wherever reference is made in this
Indenture to the authentication and delivery of Debt 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, any state or territory
thereof or the District of Columbia or the Commonwealth of Puerto Rico,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not

                                       57
<PAGE>

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 45 days
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.  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.

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

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

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

Dated:___________________________

                                         By___________________________
                                              As Trustee

                                       58
<PAGE>

                                         By___________________________
                                              As Authenticating Agent


                                         By___________________________
                                              Authorized Signatory

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

                                   ARTICLE X

               Holders' Lists and Reports by Trustee and Company
               -------------------------------------------------

Section 1001.  Lists of Holders.

          Semiannually, not later than June 30th and December 31st in each year,
commencing with the year 200_, and at such other times as the Trustee may
request in writing, the Company shall furnish or cause to be furnished to the
Trustee information as to the names and addresses of the Holders, and the
Trustee shall preserve such information and similar information received by it
in any other capacity and afford to the Holders access to information so
preserved by it, all to such extent, if any, and in such manner as shall be
required by the Trust Indenture Act; provided, however, that no such list need
be furnished so long as the Trustee shall be the Debt Security Registrar.  Every
holder of Debt Securities by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders of Debt Securities
in accordance with Section 312 of the Trust Indenture Act, or any successor
section of such Act, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 312(b) of the Trust
Indenture Act, or any successor section of such Act.

Section 1002.  Reports by Trustee and Company.

          Annually, not later than July 15th in each year, commencing July 15,
2001, the Trustee shall transmit to the Holders, the Commission and each
securities exchange upon which any Debt Securities are listed, a report, dated
as of the next preceding May 15th, with respect to any events and other matters
described in Section 313(a) of the Trust Indenture Act, in such manner and to
the extent required by the Trust Indenture Act.  The Trustee shall transmit to
the

                                       59
<PAGE>

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

          The Company shall notify the Trustee of the listing of any Debt
Securities on any securities exchange.  Delivery of such reports, information
and documents by the Company to the Trustee is for informational purposes only,
and the Trustee's receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer's
Certificates).

                                  ARTICLE XI

              Consolidation, Merger, Conveyance or Other Transfer
              ---------------------------------------------------

Section 1101.  Company May Consolidate, Etc., Only on Certain Terms.

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

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

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

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

                                       60
<PAGE>

Section 1102.  Successor Corporation Substituted.

          Upon any consolidation by the Company with or merger by the Company
into any other corporation or any conveyance, or other transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 1101, the successor corporation formed by such consolidation or
into which the Company is merged or the Person to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor 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 Debt
Securities Outstanding hereunder.

                                  ARTICLE XII

                            Supplemental Indentures
                            -----------------------

Section 1201.  Supplemental Indentures Without Consent of Holders.

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

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

          (b) to add one or more covenants of the Company or other provisions
     for the benefit of all Holders or for the benefit of the Holders of, or to
     remain in effect only so long as there shall be Outstanding Debt Securities
     of one or more specified series, or one or more specified Tranches thereof,
     or to surrender any right or power herein conferred upon the Company; or

          (c) to add any additional Events of Default with respect to all or any
     series of Debt Securities Outstanding hereunder; or

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

          (e) to provide collateral security for the Debt Securities; or

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

                                       61
<PAGE>

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

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

          (i) to provide for the procedures required to permit the Company to
     utilize, at its option, a non-certificated system of registration for all,
     or any series or Tranche of, the Debt Securities; or to provide for the
     authentication and delivery of bearer securities and coupons appertaining
     thereto representing interest, if any, thereon and for the procedures for
     the registration, exchange and replacement thereof and for the giving of
     notice to, and the solicitation of the vote or consent of, the holders
     thereof, and for any and all other matters incidental thereto; or

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

          (k) to cure any ambiguity or to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein; provided that no such changes or additions shall adversely affect
     the interests of the Holders of Debt Securities of any series or Tranche in
     any material respect.

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

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

          (y) if any such amendment shall permit one or more changes to, or the
elimination of, any provisions hereof which, at the date of the execution and
delivery hereof or at

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<PAGE>

any time thereafter, are required by the Trust Indenture Act to be contained
herein, this Indenture shall be deemed to have been amended to effect such
changes or elimination, and the Company and the Trustee may, without the consent
of any Holders, enter into an indenture supplemental hereto to evidence such
amendment hereof, provided such amendment does not have a material adverse
effect on any Holders.

Section 1202.  Supplemental Indentures With Consent of Holders.

          With the consent of the Holders of not less than a majority in
aggregate principal amount of the Debt Securities of all series then Outstanding
under this Indenture, considered as one class, by Act of said Holders delivered
to the Company and the Trustee, the Company, 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; provided,
however, that if there shall be Debt Securities of more than one series
Outstanding hereunder and if a proposed supplemental indenture shall directly
affect the rights of the Holders of Debt Securities of one or more, but less
than all, of such series, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of all series so
directly affected, considered as one class, shall be required; and provided,
further, that if the Debt Securities of any series shall have been issued in
more than one Tranche and if the proposed supplemental indenture shall directly
affect the rights of the Holders of Debt Securities of one or more, but less
than all, of such Tranches, then the consent only of the Holders of a majority
in aggregate principal amount of the Outstanding Debt Securities of all Tranches
so directly affected, considered as one class, shall be required; and provided,
further, that no such supplemental indenture shall:

          (a) change the Stated Maturity of the principal of, or any installment
     of principal of or interest (including Additional Interest) on any Debt
     Security, or reduce the principal amount thereof or the rate of interest
     thereon (or the amount of any installment of interest thereon) or change
     the method of calculating such rate or reduce any premium payable upon the
     redemption thereof, or reduce the amount of the principal of a Discount
     Debt Security that would be due and payable upon a declaration of
     acceleration of the Maturity thereof pursuant to Section 802, or change the
     coin or currency (or other property), in which any Debt Security or any
     premium or the interest (including any Additional Interest) thereon is
     payable, or impair the right to institute suit for the enforcement of any
     such payment on or after the Stated Maturity of any Debt Security (or, in
     the case of redemption, on or after the Redemption Date), without, in any
     such case, the consent of the Holder of such Debt Security, or

          (b) reduce the percentage in principal amount of the Outstanding Debt
     Securities of any series or any Tranche thereof, the consent of the Holders
     of which is required for any such supplemental indenture, or the consent of
     the Holders of which is required for any waiver of compliance with any
     provision of this Indenture or of any default hereunder and its
     consequences, or reduce the requirements of Section 1304 for quorum or
     voting, without, in any such case, the consent of the Holders of each
     Outstanding Debt Security of such series or Tranche, or

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<PAGE>

          (c) modify any of the provisions of this Section, Section 607 or
     Section 813 with respect to the Debt Securities of any series, or any
     Tranche thereof (except to increase the percentages in principal amount
     referred to in this Section or such other Sections or to provide that other
     provisions of this Indenture cannot be modified or waived without the
     consent of the Holder of each Outstanding Debt Security affected thereby);
     provided, however, that this clause shall not be deemed to require the
     consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section, or the deletion of this
     proviso, in accordance with the requirements of Sections 911(b), 914 and
     1201(h).

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

          Upon the request of the Company, accompanied by a copy of the Board
Resolution authorizing the execution of any such supplemental indenture,
compliance by the Company with Section 1203 hereof, and the filing with the
Trustee of evidence of the consent of the Holders of the Debt Securities
required hereunder with respect to the proposed supplemental indenture, the
Trustee shall join with the Company in the execution of such supplemental
indenture unless the supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture, or otherwise, in which case the
Trustee may in its discretion but shall not be obligated to enter into such
supplemental indenture.

          It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.  A waiver by a
Holder of such Holder's right to consent under this Section shall be deemed to
be a consent of such Holder.

Section 1203.  Execution of Supplemental Indentures.

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be provided, and
(subject to Section 901) shall be fully protected in relying upon, an Officer's
Certificate and Opinion of Counsel, each stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.

Section 1204.  Effect of Supplemental Indentures.

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

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<PAGE>

execution and delivery thereof, any such restatement shall supersede this
Indenture as theretofore in effect for all purposes.

Section 1205.  Conformity With Trust Indenture Act.

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

Section 1206.  Reference in Debt Securities to Supplemental Indentures.


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

Section 1207.  Modification Without Supplemental Indenture.

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

                                 ARTICLE XIII

                  Meetings of Holders; Action Without Meeting
                  -------------------------------------------

Section 1301.  Purposes for Which Meetings May be Called.

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

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<PAGE>

Section 1302.  Call, Notice and Place of Meetings.

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

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

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

Section 1303.  Persons Entitled to Vote at Meetings.

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

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<PAGE>

Section 1304.  Quorum; Action.

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

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

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

Section 1305.  Attendance at Meetings; Determination of Voting Rights; Conduct
               and Adjournment of Meetings.

          (a)    Attendance at meetings of Holders of Debt Securities may be in
     person or by proxy; and, to the extent permitted by law, any such proxy
     shall remain in effect and be binding upon any future Holder of the Debt
     Securities with respect to which it was

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<PAGE>

     given unless and until specifically revoked by the Holder or future Holder
     of such Debt Securities before being voted.

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

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

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

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

Section 1306.  Counting Votes and Recording Action of Meetings.

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

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<PAGE>

votes cast at the meeting. A record of the proceedings of each meeting of
Holders shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

Section 1307.  Action Without Meeting.

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

                                  ARTICLE XIV

        Immunity of Incorporators, Stockholders, Officers and Directors
        ---------------------------------------------------------------

Section 1401.  Liability Solely Corporate.

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

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


          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.

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<PAGE>

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

                                      PROGRESS ENERGY, INC.


                                      By: /s/ Thomas R. Sullivan
                                          -------------------------
                                              Thomas R. Sullivan
                                              Treasurer
[SEAL]

ATTEST:

By: /s/ Robert M. Willams
    --------------------------
        Robert M. Williams
        Assistant Secretary


                      (Trustee's Signature Page Follows)

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<PAGE>

                           (Trustee's Signature Page)


                                       BANK ONE TRUST COMPANY, N. A., Trustee


                                       By:  /s/ Janice Ott Rotunno
                                            ----------------------
                                             Janice Ott Rotunno
                                             Vice President

[SEAL]

ATTEST:

/s/ J. Morand
--------------------------------
    Authorized Representative



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