<PAGE>   1
                                                                 Exhibit 4.3




                                THE GEON COMPANY

                                       TO

                                  NBD BANK
                                        TRUSTEE




                                 ______________


                                   INDENTURE

                          Dated as of December 1, 1995


                                 ______________
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>            <C>                                                                         <C>
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1


                                         ARTICLE ONE

           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.      Definitions:
                  Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
                  Affiliate; control  . . . . . . . . . . . . . . . . . . . . . . . . .    2
                  Attributable Value  . . . . . . . . . . . . . . . . . . . . . . . . .    2
                  Authenticating Agent  . . . . . . . . . . . . . . . . . . . . . . . .    2
                  Board of Directors  . . . . . . . . . . . . . . . . . . . . . . . . .    2
                  Board Resolution  . . . . . . . . . . . . . . . . . . . . . . . . . .    2
                  Business Day  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
                  Capital Lease Obligations . . . . . . . . . . . . . . . . . . . . . .    3
                  Commission  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
                  Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
                  Company Request; Company Order  . . . . . . . . . . . . . . . . . . .    3
                  Consolidated Tangible Assets  . . . . . . . . . . . . . . . . . . . .    3
                  Corporate Trust Office  . . . . . . . . . . . . . . . . . . . . . . .    3
                  corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
                  Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . .    3
                  Defaulted Interest  . . . . . . . . . . . . . . . . . . . . . . . . .    3
                  Defeasance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
                  Depositary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
                  Event of Default  . . . . . . . . . . . . . . . . . . . . . . . . . .    4
                  Exchange Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
                  Expiration Date . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
                  Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
                  Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
                  Holder  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
                  Incur . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
                  Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
                  Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
                  interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
                  Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . .    5
                  Investment Company Act  . . . . . . . . . . . . . . . . . . . . . . .    5
                  Lien  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5

</TABLE>
______________
    NOTE:  This table of contents shall not, for any purpose, be deemed to be a
part of the Indenture.
<PAGE>   3
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>            <C>                                                                     <C>
                  Maturity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
                  Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . .    6
                  Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . .    6
                  Opinion of Counsel  . . . . . . . . . . . . . . . . . . . . . . . . .    6
                  Original Issue Discount Security  . . . . . . . . . . . . . . . . . .    6
                  Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
                  Paying Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
                  Person  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
                  Place of Payment  . . . . . . . . . . . . . . . . . . . . . . . . . .    7
                  Predecessor Security  . . . . . . . . . . . . . . . . . . . . . . . .    7
                  Redeemable Stock  . . . . . . . . . . . . . . . . . . . . . . . . . .    7
                  Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
                  Redemption Price  . . . . . . . . . . . . . . . . . . . . . . . . . .    8
                  Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . . .    8
                  Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . .    8
                  Sale and Leaseback Transaction  . . . . . . . . . . . . . . . . . . .    8
                  Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
                  Securities Act  . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
                  Security Register and Security Registrar  . . . . . . . . . . . . . .    8
                  Special Record Date . . . . . . . . . . . . . . . . . . . . . . . . .    8
                  Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
                  Subsidiary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
                  Tangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
                  Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . .    9
                  Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
                  U.S. Government Obligation  . . . . . . . . . . . . . . . . . . . . .    9
                  Vice President  . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
SECTION 102.      Compliance Certificates and Opinions  . . . . . . . . . . . . . . . .   10
SECTION 103.      Form of Documents Delivered to Trustee  . . . . . . . . . . . . . . .   10
SECTION 104.      Acts of Holders; Record Dates . . . . . . . . . . . . . . . . . . . .   11
SECTION 105.      Notices, Etc., to Trustee and Company . . . . . . . . . . . . . . . .   13
SECTION 106.      Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . .   13
SECTION 107.      Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . .   14
SECTION 108.      Effect of Headings and Table of Contents  . . . . . . . . . . . . . .   14
SECTION 109.      Successors and Assigns  . . . . . . . . . . . . . . . . . . . . . . .   14
SECTION 110.      Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . .   14
SECTION 111.      Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . .   14
SECTION 112.      Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
SECTION 113.      Legal Holidays  . . . . . . . . . . . . . . . . . . . . . . . . . . .   15

</TABLE>




                                      -ii-
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
                                               ARTICLE TWO

                                              SECURITY FORMS

<S>             <C>                                                                    <C>
SECTION 201.      Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
SECTION 202.      Form of Face of Security  . . . . . . . . . . . . . . . . . . . . . .   16
SECTION 203.      Form of Reverse of Security . . . . . . . . . . . . . . . . . . . . .   17
SECTION 204.      Form of Legend for Global Securities  . . . . . . . . . . . . . . . .   21
SECTION 205.      Form of Trustee's Certificate of Authentication . . . . . . . . . . .   22


                                               ARTICLE THREE

                                              THE SECURITIES

SECTION 301.      Amount Unlimited; Issuable in Series  . . . . . . . . . . . . . . . .   22
SECTION 302.      Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
SECTION 303.      Execution, Authentication, Delivery and Dating  . . . . . . . . . . .   25
SECTION 304.      Temporary Securities  . . . . . . . . . . . . . . . . . . . . . . . .   26
SECTION 305.      Registration, Registration of Transfer and Exchange . . . . . . . . .   27
SECTION 306.      Mutilated, Destroyed, Lost and Stolen Securities  . . . . . . . . . .   29
SECTION 307.      Payment of Interest; Interest Rights Preserved  . . . . . . . . . . .   29
SECTION 308.      Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . .   30
SECTION 309.      Cancellation  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
SECTION 310.      Computation of Interest . . . . . . . . . . . . . . . . . . . . . . .   31


                                               ARTICLE FOUR

                                        SATISFACTION AND DISCHARGE

SECTION 401.      Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . .   31
SECTION 402.      Application of Trust Money  . . . . . . . . . . . . . . . . . . . . .   32


                                               ARTICLE FIVE

                                                REMEDIES

SECTION 501.      Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . .   33
SECTION 502.      Acceleration of Maturity; Rescission and Annulment  . . . . . . . . .   34

</TABLE>

                                     -iii-
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>             <C>                                                                  <C>
SECTION 503.      Collection of Indebtedness and Suits for
                      Enforcement by Trustee  . . . . . . . . . . . . . . . . . . . . .   36
SECTION 504.      Trustee May File Proofs of Claim  . . . . . . . . . . . . . . . . . .   36
SECTION 505.      Trustee May Enforce Claims Without Possession
                      of Securities . . . . . . . . . . . . . . . . . . . . . . . . . .   37
SECTION 506.      Application of Money Collected  . . . . . . . . . . . . . . . . . . .   37
SECTION 507.      Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . .   37
SECTION 508.      Unconditional Right of Holders to Receive Principal,
                      Premium and Interest  . . . . . . . . . . . . . . . . . . . . . .   38
SECTION 509.      Restoration of Rights and Remedies  . . . . . . . . . . . . . . . . .   38
SECTION 510.      Rights and Remedies Cumulative  . . . . . . . . . . . . . . . . . . .   39
SECTION 511.      Delay or Omission Not Waiver  . . . . . . . . . . . . . . . . . . . .   39
SECTION 512.      Control by Holders  . . . . . . . . . . . . . . . . . . . . . . . . .   39
SECTION 513.      Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . .   39
SECTION 514.      Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . .   40
SECTION 515.      Waiver of Usury, Stay or Extension Laws . . . . . . . . . . . . . . .   40


                                              ARTICLE SIX

                                              THE TRUSTEE

SECTION 601.      Certain Duties and Responsibilities . . . . . . . . . . . . . . . . .   40
SECTION 602.      Notice of Defaults  . . . . . . . . . . . . . . . . . . . . . . . . .   41
SECTION 603.      Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . .   41
SECTION 604.      Not Responsible for Recitals or Issuance of Securities  . . . . . . .   42
SECTION 605.      May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . .   42
SECTION 606.      Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . .   42
SECTION 607.      Compensation and Reimbursement  . . . . . . . . . . . . . . . . . . .   43
SECTION 608.      Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . .   43
SECTION 609.      Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . .   43
SECTION 610.      Resignation and Removal; Appointment of Successor . . . . . . . . . .   44
SECTION 611.      Acceptance of Appointment by Successor  . . . . . . . . . . . . . . .   45
SECTION 612.      Merger, Conversion, Consolidation or Succession
                      to Business . . . . . . . . . . . . . . . . . . . . . . . . . . .   46
SECTION 613.      Preferential Collection of Claims Against Company . . . . . . . . . .   47
SECTION 614.      Appointment of Authenticating Agent . . . . . . . . . . . . . . . . .   47

</TABLE>




                                      -iv-
<PAGE>   6
<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----

                                              ARTICLE SEVEN

                            HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

<S>             <C>                                                                  <C>
SECTION 701.      Company to Furnish Trustee Names and Addresses
                      of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
SECTION 702.      Preservation of Information; Communications
                      to Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
SECTION 703.      Reports by Trustee  . . . . . . . . . . . . . . . . . . . . . . . . .   49
SECTION 704.      Reports by Company  . . . . . . . . . . . . . . . . . . . . . . . . .   50


                                              ARTICLE EIGHT

                         CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.      Company May Consolidate, Etc., Only on
                      Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . .   50
SECTION 802.      Successor Substituted . . . . . . . . . . . . . . . . . . . . . . . .   51


                                              ARTICLE NINE

                                        SUPPLEMENTAL INDENTURES

SECTION 901.      Supplemental Indentures Without Consent of Holders  . . . . . . . . .   51
SECTION 902.      Supplemental Indentures with Consent of Holders . . . . . . . . . . .   53
SECTION 903.      Execution of Supplemental Indentures  . . . . . . . . . . . . . . . .   54
SECTION 904.      Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . .   54
SECTION 905.      Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . .   54
SECTION 906.      Reference in Securities to Supplemental Indentures  . . . . . . . . .   54


                                              ARTICLE TEN

                                               COVENANTS

SECTION 1001.     Payment of Principal, Premium and Interest  . . . . . . . . . . . . .   55
SECTION 1002.     Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . .   55
SECTION 1003.     Money for Securities Payments to Be Held in Trust . . . . . . . . . .   55
SECTION 1004.     Statement by Officers as to Default . . . . . . . . . . . . . . . . .   56
SECTION 1005.     Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57

</TABLE>




                                      -v-
<PAGE>   7
<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>             <C>                                                                  <C>
SECTION 1006.     Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . .   57
SECTION 1007.     Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . .   57
SECTION 1008.     Limitations on Liens  . . . . . . . . . . . . . . . . . . . . . . . .   58
SECTION 1009.     Limitation on Sale and Leaseback Transactions . . . . . . . . . . . .   58
SECTION 1010.     Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . .   59


                                            ARTICLE ELEVEN

                                       REDEMPTION OF SECURITIES

SECTION 1101.     Applicability of Article  . . . . . . . . . . . . . . . . . . . . . .   59
SECTION 1102.     Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . .   59
SECTION 1103.     Selection by Trustee of Securities to Be Redeemed . . . . . . . . . .   60
SECTION 1104.     Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . .   60
SECTION 1105.     Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . .   61
SECTION 1106.     Securities Payable on Redemption Date . . . . . . . . . . . . . . . .   61
SECTION 1107.     Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . .   62


                                              ARTICLE TWELVE

                                               SINKING FUNDS

SECTION 1201.     Applicability of Article  . . . . . . . . . . . . . . . . . . . . . .   62
SECTION 1202.     Satisfaction of Sinking Fund Payments with Securities . . . . . . . .   62
SECTION 1203.     Redemption of Securities for Sinking Fund . . . . . . . . . . . . . .   63


                                              ARTICLE THIRTEEN

                                      DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.     Company's Option to Effect Defeasance or
                      Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . .   63
SECTION 1302.     Defeasance and Discharge  . . . . . . . . . . . . . . . . . . . . . .   63
SECTION 1303.     Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . .   64
SECTION 1304.     Conditions to Defeasance or Covenant Defeasance . . . . . . . . . . .   64
SECTION 1305.     Deposited Money and U.S. Government Obligations
                      to Be Held in Trust; Miscellaneous Provisions . . . . . . . . . .   66
SECTION 1306.     Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . .   67

</TABLE>




                                      -vi-
<PAGE>   8
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>                                                                                       <C>
TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   68
SIGNATURES AND SEALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   68
ACKNOWLEDGEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   69

</TABLE>




                                     -vii-
<PAGE>   9
                                                                           PAGE
                                                                           ----




                                     -viii-
<PAGE>   10

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

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

</TABLE>
___________________
NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.





                                      -ix-
<PAGE>   11


      INDENTURE, dated as of December 1, 1995, between The Geon Company, a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), having its principal office at 6100 Oak Tree
Boulevard, Independence, Ohio, 44131, and NBD Bank, a Michigan banking
corporation duly organized and existing under the laws of the State of
Michigan, as trustee (herein called the "Trustee").


                            RECITALS OF THE COMPANY

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

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION


SECTION 101.  Definitions.

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

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

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

         (3)  all accounting terms not otherwise defined herein have the
   meanings assigned to them in accordance with generally accepted accounting
   principles, and, except as otherwise herein expressly provided, the term
   "generally accepted accounting principles" with respect to any computation
   required or permitted hereunder shall mean such accounting principles as are
   generally accepted at the date of such computation;
<PAGE>   12

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

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

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

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

      "Attributable Value" means, as to any particular lease under which any
Person is at the time liable and at any date as of which the amount thereof is
to be determined, the total net amount of rent required to be paid by such
Person under such lease during the initial term thereof as determined in
accordance with generally accepted accounting principles, discounted from such
initial term date to the date of determination at a rate per annum equal to the
discount rate which would be applicable to a Capital Lease Obligation with like
term in accordance with generally accepted accounting principles. The net
amount of rent required to be paid under any such lease for any such period
shall be the lesser of: (1) the aggregate amount of rent payable by the lessee
with respect to such period after excluding amounts required to be paid on
account of insurance, taxes, assessments, utility, operating and labor costs
and similar charges and (2) in the case of any lease which is terminable by the
lessee upon the payment of a penalty, the net amount calculated pursuant to (1)
but adjusted to also include the amount of such penalty and to exclude any rent
which would otherwise be required to be paid under such lease subsequent to the
first date upon which it may be so terminated.

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

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

      "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.





                                      -2-
<PAGE>   13
   

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

      "Capital Lease Obligations" of any Person means the obligations to pay
rent or other amounts under a lease of (or other Indebtedness arrangements
conveying the right to use) real or personal property of such Person which are
required to be classified and accounted for as a capital lease or a liability
on the face of a balance sheet of such Person in accordance with generally
accepted accounting principles, and the amount of such obligations shall be the
capitalized amount thereof in accordance with generally accepted accounting
principles and the stated maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

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

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

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

      "Consolidated Tangible Assets" of a Person and its Subsidiaries means the
sum of the Tangible Assets of such Person and its Subsidiaries after
eliminating inter-company items, all determined in accordance with generally
accepted accounting principles, including appropriate deductions for any
minority interest in Tangible Assets of such Subsidiaries; provided that, with
respect to the Company and its Subsidiaries, adjustments following the date of
this Indenture to the accounting books and records of the Company and its
Subsidiaries resulting from the acquisition of control of the Company by
another Person in accordance with Accounting Principles Board Opinions Nos. 16
and 17 or otherwise will not be given effect to.

      "Corporate Trust Office" means the principal corporate trust office of
the Trustee, which office as of the date of this indenture is the address of
the Trustee set forth in Section 105, at which at any particular time its
corporate trust business shall be administered.

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





                                      -3-
<PAGE>   14




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

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

      "Defeasance" has the meaning specified in Section 1302.

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

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

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

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

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

      "Guarantee" by any Person means any obligation, contingent or otherwise,
of such Person guaranteeing any Indebtedness of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, and including, without
limitation, any obligation of such Person, directly or indirectly (i) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or to purchase (or to advance or supply funds for the
purchase of) any security for the payment of such Indebtedness, (ii) to
purchase property, securities or services for the purpose of assuring the
holder of such Indebtedness of the payment of such Indebtedness, or (iii) to
maintain working capital, equity capital or other financial statement condition
or liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness (and "Guaranteed" and "Guaranteeing" shall have meanings
correlative to the foregoing); provided, however, that a Guarantee by any
Person shall not include endorsements by such Person for collection or deposit,
in either case, in the ordinary course of business; and provided, further, that
the term "Guarantee" shall not include contracts made in the ordinary course of
business of the Company and its Subsidiaries for the purchase of utilities,
services, and raw materials that require payment to be made to the provider of
utilities, services or raw materials regardless whether delivery is ever made
of such utilities, services or raw materials so long as the quantities of
utilities, services, or raw materials purchased under each such contract do not
exceed the Company's or its contracting Subsidiary's reasonably anticipated
consumption thereof on the date of the contract. The amount of the Guarantee
shall be equal to the amount of the obligation covered thereby.

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





                                      -4-
<PAGE>   15

      "Incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, Guarantee or otherwise become liable in respect of such Indebtedness or
other obligation or the recording, as required pursuant to generally accepted
accounting principles or otherwise, of any such Indebtedness or other
obligation on the balance sheet of any such Person (and "Incurrence,"
"Incurred," "Incurrable" and "Incurring" shall have meanings correlative to the
foregoing); provided, that a change in generally accepted accounting principles
that results in an obligation of such Person that exists at such time becoming
Indebtedness shall not be deemed an Incurrence of such Indebtedness, and
"Incur" means with respect to any Lien, to create, incur or assume such Lien on
any asset or property (and "Incurrence," "Incurred," "Incurrable" and
"Incurring" shall have meanings correlative to the foregoing).

      "Indebtedness" means (without duplication), with respect to any Person,
(i) every obligation of such Person for money borrowed, (ii) every obligation
of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the acquisition
of property (other than accounts payable described in clause (iv) below),
assets or businesses, (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person, (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property (but excluding trade
accounts payable or accrued liabilities arising in the ordinary course of
business which are not overdue by more than 90 days or which are being
contested in good faith), (v) the amount of every Capital Lease Obligation of
such Person, (vi) the maximum fixed redemption or repurchase price of
Redeemable Stock of such Person, (vii) every obligation of such Person under
interest rate swap or similar agreements, or foreign currency or commodity
hedge, exchange or similar agreements of such Person, (viii) the Attributable
Value with respect to any Sale and Leaseback Transaction to which such Person
is party and (ix) every obligation of the type referred to in clauses (i)
though (viii) of another Person and all dividends of another Person for the
payment of which, in either case, such Person has Guaranteed or is responsible
or liable, directly or indirectly, as obligor, Guarantor or otherwise.

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

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

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





                                      -5-
<PAGE>   16

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

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

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

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

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

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

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

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

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

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





                                      -6-
<PAGE>   17
   
redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;

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

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

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

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

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

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





                                      -7-
<PAGE>   18
      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

      "Redeemable Stock" means any equity security that by its terms or
otherwise is required to be redeemed prior to the final stated maturity of the
Securities or is redeemable or exchangeable into Indebtedness (other than
Redeemable Stock) at the option of the holder thereof at any time prior to the
final stated maturity of the Securities.

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

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

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

      "Responsible Officer", when used with respect to the Trustee, means any
officer within the Corporate Trust Department (or any successor department)
including without limitation any vice president, any assistant vice president,
any trust officer, any assistant secretary or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

      "Sale and Leaseback Transaction" means with respect to any Person an
arrangement with any bank, insurance company or other lender or investor (or
pool thereof) or to which such lender or investor (or pool thereof) is a party,
providing for the leasing by such Person or any of its Subsidiaries of any
property or asset of such Person or any of its Subsidiaries which has been or
is being sold or transferred by such Person or such Subsidiary more than 270
days after the acquisition thereof or the completion of construction or
commence of operation thereof to such lender or investor or to any Person to
whom funds have been or are to be advanced by such lender or investor on the
security of such property or asset.

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

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





                                      -8-
<PAGE>   19
   "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

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

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

      "Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For the purposes of this definition, "voting stock" means stock which
ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of
any contingency.

      "Tangible Assets" of any Person means, at any date, the gross book value
as shown by the accounting books and records of such Person of all its property
both real and personal, less the net book value of (i) all its licenses,
patents, patent applications, copyrights, trademarks, trade names, goodwill,
non-compete agreements or organizational expenses and other like intangibles,
(ii) unamortized Indebtedness discount and expense, (iii) all reserves for
depreciation, obsolescence, depletion and amortization of its properties and
(iv) all other proper reserves which in accordance with generally accepted
accounting principles should be provided in connection with the business
conducted by such Person; provided, however, that with respect to the Company
and its Subsidiaries, adjustments following the date of this Indenture to the
accounting books and records of the Company and its Subsidiaries resulting from
the acquisition of control of the Company by another Person in accordance with
Accounting Principles Board Opinions Nos. 16 and 17 or otherwise shall not be
given effect to.

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

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

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





                                      -9-
<PAGE>   20
      "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".


SECTION 102.  Compliance Certificates and Opinions.

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

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

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

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

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

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


SECTION 103.  Form of Documents Delivered to Trustee.

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

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





                                      -10-
<PAGE>   21

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

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


SECTION 104.  Acts of Holders; Record Dates.

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

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

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

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





                                      -11-
<PAGE>   22

      The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.

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





                                      -12-
<PAGE>   23

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

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


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

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

         (1)  the Trustee by any Holder or by the Company shall be sufficient
   for every purpose hereunder if made, given, furnished or filed in writing to
   or with the Trustee at 611 Woodward Avenue, Detroit Michigan  48266
   Attention: Corporate Trust Administration, 11th Floor, or

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


SECTION 106.  Notice to Holders; Waiver.

      Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder shall affect the sufficiency of
such





                                      -13-
<PAGE>   24

notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.  Any notice mailed to a
Holder in the manner prescribed herein shall be conclusively deemed to have
been received by such Holder hereunder, whether or not such Holder actually
received 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 by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.


SECTION 107.  Conflict with Trust Indenture Act.

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


SECTION 108.  Effect of Headings and Table of Contents.

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


SECTION 109.  Successors and Assigns.

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


SECTION 110.  Separability Clause.

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





                                      -14-
<PAGE>   25
SECTION 111.  Benefits of Indenture.

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


SECTION 112.  Governing Law.

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


SECTION 113.  Legal Holidays.

      In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of any Security which specifically states
that such provision shall apply in lieu of this Section)) payment of interest
or principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity.


                                  ARTICLE TWO

                                 SECURITY FORMS


SECTION 201.  Forms Generally.

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





                                      -15-
<PAGE>   26
      The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.


SECTION 202.  Form of Face of Security.

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

                                THE GEON COMPANY

                 ...........................................

No. .........                                                        [$ .......]
                                                     [insert principal amount in
                                                   other currency if applicable]

      The Geon Company, a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to..........................................., 
or registered assigns, the principal sum of......................... [Dollars]
[insert other currency unit if applicable] on ................................
 ........................ [if the Security is to bear interest prior to 
Maturity, insert -- , and to pay interest thereon from ............. or from 
the most recent Interest Payment Date to which interest has been paid or duly 
provided for, semi-annually on ............ and ............ in each year, 
commencing ........., at the rate of ....% per annum, until the principal 
hereof is paid or made available for payment, provided that any principal and 
premium, and any such instalment of interest, which is overdue shall bear 
interest at the rate of ...% per annum (to the extent that the payment of 
such interest shall be legally enforceable), from the dates such amounts are 
due until they are paid or made available for payment, and such interest 
shall be payable on demand. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the ....... or ....... (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said
Indenture].





                                      -16-
<PAGE>   27
[If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ....% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are
due until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the
rate of ......% per annum (to the extent that the payment of such interest on
interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest on any
overdue interest shall be payable on demand.]

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

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

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

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

Dated:


                                               THE GEON COMPANY

                                               By...........................
                                                 

Attest:

 .........................................





                                      -17-
<PAGE>   28
SECTION 203.  Form of Reverse of Security.

      This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"),  issued and to be issued in one or
more series under an Indenture, dated as of ............, 1995 (herein called
the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and ..................., as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [if applicable,
insert -- , limited in aggregate principal amount to [$..........][insert other
currency if applicable]].

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



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





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

      [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ............ in
any year commencing with the





                                      -18-
<PAGE>   29

year .... and ending with the year .... through operation of the sinking fund
for this series at the Redemption Prices for redemption through operation of
the sinking fund (expressed as percentages of the principal amount) set forth
in the table below, and (2) at any time [if applicable, insert -- on or after
 ............], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in
the table below: If redeemed during the 12-month period beginning ............
of the years indicated,

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





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

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

      [If applicable, insert -- The sinking fund for this series provides for
the redemption on ............ in each year beginning with the year ....... and
ending with the year ...... of [if applicable, insert -- not less than
[$..........][insert other currency if applicable] ("mandatory sinking fund")
and not more than] $......... aggregate principal amount of Securities of this
series. Securities of this series acquired or redeemed by the Company otherwise
than through [if applicable, insert -- mandatory] sinking fund payments may be
credited against subsequent [if applicable, insert -- mandatory] sinking fund
payments otherwise required to be made [if applicable, insert -- , in the
inverse order in which they become due].]





                                      -19-
<PAGE>   30

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

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

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

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

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

      As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of





                                      -20-
<PAGE>   31

Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

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

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

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

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

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

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





                                      -21-
<PAGE>   32
SECTION 204.  Form of Legend for Global Securities.

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

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


SECTION 205.  Form of Trustee's Certificate of Authentication.

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

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

                                                                      NBD Bank


                                   .........................................., 
                                                                    As Trustee


                                   By.........................................  
                                                          Authorized Signatory


                                ARTICLE THREE

                                THE SECURITIES


SECTION 301.  Amount Unlimited; Issuable in Series.

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

      The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined





                                      -22-
<PAGE>   33
in the manner provided, in an Officers' Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of any
series,

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

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

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

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

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

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

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

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

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

     (10 ) if the amount of principal of or any premium or interest on any
   Securities of the series may be determined with reference to an index or
   pursuant to a formula, the manner in which such amounts shall be determined;





                                      -23-
<PAGE>   34

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

     (12) if the principal of or any premium or interest on any Securities of
   the series is to be payable, at the election of the Company or the Holder
   thereof, in one or more currencies or currency units other than that or
   those in which such Securities are stated to be payable, the currency,
   currencies or currency units in which the principal of or any premium or
   interest on such Securities as to which such election is made shall be
   payable, the periods within which and the terms and conditions upon which
   such election is to be made and the amount so payable (or the manner in
   which such amount shall be determined);

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

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

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

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

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





                                      -24-
<PAGE>   35
     (18) any addition to or change in the covenants set forth in Article Ten
   which applies to Securities of the series; and

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

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

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


SECTION 302.  Denominations.

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


SECTION 303.  Execution, Authentication, Delivery and Dating.

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

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

      At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities.  In authenticating such Securities, and accepting





                                      -25-
<PAGE>   36
the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel
satisfactory to the Trustee which is substantially to the following effect,

       (1) the form of such Securities has been established in conformity with
   the provisions of this Indenture;

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

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

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

      The Trustee shall not be required to authenticate such Securities, unless
prior to such authentication the Trustee has received an Officers' Certificate
stating that all conditions precedent to such authentication have been
satisfied.

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

      Each Security shall be dated the date of its authentication.

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





                                      -26-
<PAGE>   37
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.


SECTION 304.  Temporary Securities.

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

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


SECTION 305.  Registration, Registration of Transfer and Exchange.

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

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

      At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at such





                                      -27-
<PAGE>   38
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

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

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

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

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

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

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





                                      -28-
<PAGE>   39

   circumstances, if any, in addition to or in lieu of the foregoing as have
   been specified for this purpose as contemplated by Section 301.

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

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


SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

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

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





                                      -29-
<PAGE>   40
      The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.


SECTION 307.  Payment of Interest; Interest Rights Preserved.

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

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

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

         (2)  The Company may make payment of any Defaulted Interest on the
      Securities of any series in any other lawful manner not inconsistent with
      the





                                      -30-
<PAGE>   41
      requirements of any securities exchange on which such Securities may be
      listed, and upon such notice as may be required by such exchange, if,
      after notice given by the Company to the Trustee of the proposed payment
      pursuant to this Clause, such manner of payment shall be deemed
      practicable by the Trustee.

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


SECTION 308.  Persons Deemed Owners.

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


SECTION 309.  Cancellation.

      All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be destroyed and a certificate
of destruction delivered to the Company.

SECTION 310.  Computation of Interest.

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





                                      -31-
<PAGE>   42

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE


SECTION 401.  Satisfaction and Discharge of Indenture.

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

      (1)  either

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

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

            (i)  have become due and payable, or

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

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

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

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

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





                                      -32-
<PAGE>   43

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


SECTION 402.  Application of Trust Money.

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


                                 ARTICLE FIVE

                                   REMEDIES


SECTION 501.  Events of Default.

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

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

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

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

      (4)  default in the performance, or breach, of any covenant or warranty
   of the Company in this Indenture (other than a covenant or warranty a
   default in whose performance or whose breach is elsewhere in this Section
   specifically dealt with or which has expressly been included in this
   Indenture solely for the benefit of series of Securities other than that
   series), and continuance of such default or breach for a period of 60 days
   after there has been given, by registered or certified mail, to the Company
   by the Trustee or to the Company and the Trustee by the Holders of at least





                                      -33-
<PAGE>   44

   25% in principal amount of the Outstanding Securities of that series a
   written notice specifying such default or breach and requiring it to be
   remedied and stating that such notice is a "Notice of Default" hereunder;
   provided that, with respect to a default in the performance of any covenant
   hereunder with respect to which Securities have been defeased pursuant to
   Section 1303, the Securities which have been so defeased, shall not be
   deemed Outstanding for the purposes of this subsection (4); or

      (5) a default under any bond, debenture, note or other evidence of
   Indebtedness for money borrowed by the Company (including a default with
   respect to Securities of any series other than that series) having an
   aggregate principal amount outstanding of at least $25,000,000, or under any
   mortgage, indenture or instrument (including this Indenture) under which
   there may be issued or by which there may be secured or evidenced any
   Indebtedness for money borrowed by the Company having an aggregate principal
   amount outstanding of at least $25,000,000, whether such Indebtedness now
   exists or shall hereafter be created, which default shall have resulted in
   such Indebtedness becoming or being declared due and payable prior to the
   date on which it would otherwise have become due and payable, without such
   Indebtedness having been discharged or such acceleration having been
   rescinded or annulled, in each such case, within a period of 10 days after
   there shall have been given, by registered or certified mail, to the Company
   by the Trustee or to the Company and the Trustee by the Holders of at least
   25% in principal amount of the Outstanding Securities of that series a
   written notice specifying such default and requiring the Company to cause
   such Indebtedness to be discharged or cause such acceleration to be
   rescinded or annulled, as the case may be, and stating that such notice is a
   "Notice of Default" hereunder; provided that, with respect to a default in
   the performance of any covenant hereunder with respect to which Securities
   have been defeased pursuant to Section 1303, the Securities which have been
   so defeased, shall not be deemed Outstanding for the purposes of this
   subsection (5); or

      (6)  the entry by a court having jurisdiction in the premises of (A) a
   decree or order for relief in respect of the Company in an involuntary case
   or proceeding under any applicable Federal or State bankruptcy, insolvency,
   reorganization or other similar law or (B) a decree or order adjudging the
   Company a bankrupt or insolvent, or approving as properly filed a petition
   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 of the Company or of any substantial
   part of its property, or ordering the winding up or liquidation of its
   affairs, and the continuance of any such decree or order for relief or any
   such other decree or order unstayed and in effect for a period of 60
   consecutive days; or

      (7)  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 an involuntary case or
   proceeding under any applicable Federal or State bankruptcy, insolvency,
   reorganization or other similar law or to the commencement of any





                                      -34-
<PAGE>   45
   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 other 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 taking of corporate action by the Company in furtherance of any
   such action; or

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


SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

      If an Event of Default (other than an Event of Default specified in
Section 501(6) or 501(7)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount of all the
Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.  If an Event of Default
specified in Section 501(6) or 501 (7) with respect to Securities of any series
at the time Outstanding occurs, the principal amount of all the Securities of
that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable.

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

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

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

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

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





                                      -35-
<PAGE>   46
         (D)  all sums paid or advanced by the Trustee hereunder and the
      reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel;

   and

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

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


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

      The Company covenants that if

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

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

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

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





                                      -36-
<PAGE>   47

SECTION 504.  Trustee May File Proofs of Claim.

      In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute
the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
607.

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


SECTION 505.  Trustee May Enforce Claims Without Possession of Securities.

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


SECTION 506.  Application of Money Collected.

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

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





                                      -37-
<PAGE>   48

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


SECTION 507.  Limitation on Suits.

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

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

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

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

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

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

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


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

      Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption,





                                      -38-
<PAGE>   49
on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.


SECTION 509.  Restoration of Rights and Remedies.

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


SECTION 510.  Rights and Remedies Cumulative.

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


SECTION 511.  Delay or Omission Not Waiver.

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


SECTION 512.  Control by Holders.

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

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





                                      -39-
<PAGE>   50
       (2)  the Trustee may take any other action deemed proper by the Trustee
   which is not inconsistent with such direction.


SECTION 513.  Waiver of Past Defaults.

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

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

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

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


SECTION 514.  Undertaking for Costs.

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


SECTION 515.  Waiver of Usury, Stay or Extension Laws.

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





                                      -40-
<PAGE>   51


                                  ARTICLE SIX

                                  THE TRUSTEE


SECTION 601.  Certain Duties and Responsibilities.

      The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, (a) no provision of
this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
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 and (b) no
provision of this Indenture shall require the Trustee to determine the maximum
interest rate permissible under applicable law.


SECTION 602.  Notice of Defaults.

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

      The Trustee shall not be deemed to have knowledge of any default or Event
of Default except (i) an Event of Default described in Section 501(1), (2) or
(3) or (ii) any default or Event of Default of which the Trustee shall have
received written notification or of which a Responsible Officer of the Trustee
shall have actual knowledge, provided that, the receipt of information
contained in any report or other documents furnished under Section 704 of this
Indenture shall not constitute such notification.

SECTION 603.  Certain Rights of Trustee.

      Subject to the provisions of Section 601:

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





                                      -41-
<PAGE>   52

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

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

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

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

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

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


SECTION 604.  Not Responsible for Recitals or Issuance of Securities.

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





                                      -42-
<PAGE>   53

SECTION 605.  May Hold Securities.

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


SECTION 606.  Money Held in Trust.

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


SECTION 607.  Compensation and Reimbursement.

      The Company agrees

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

      (2)  except as otherwise expressly provided herein, to reimburse the
   Trustee and each predecessor Trustee upon its request for all reasonable
   expenses, disbursements and advances incurred or made by the Trustee in
   accordance with any provision of this Indenture (including the reasonable
   compensation and the expenses and disbursements of its agents and counsel
   and of all other persons not regularly in its employ), except any such
   expense, disbursement or advance as may be attributable to its negligence or
   bad faith; and

      (3)  to indemnify the Trustee and each predecessor Trustee and the
   officers, directors, employees and agents of the Trustee or any such
   predecessor Trustee (the Trustee, each predecessor Trustee and such
   officers, directors, employees and agents being hereinafter referred to in
   this Section collectively as the "Indemnified Parties" and individually as
   an "Indemnified Party") for, and to hold each Indemnified Party harmless
   against, any loss, liability or expenses incurred without negligence or bad
   faith on the part of such Indemnified Party, arising out of or in connection
   with the acceptance or administration of this Indenture or the trusts
   hereunder and the duties of the Trustee hereunder, and the costs and
   expenses incurred by such Indemnified Party in the course of defending
   itself against or investigating any claim of liability in the premises.

      The obligations of the Company under this Section to compensate and
indemnify the Indemnified Parties and to pay or reimburse each Indemnified
Party for expenses,





                                      -43-
<PAGE>   54
disbursements and advances shall constitute an additional obligation hereunder
and shall survive the satisfaction and discharge of this Indenture.  To secure
the Company's payment obligations in this Section, the Trustee shall have a
lien prior to the Securities on all money or property held or collected by the
Trustee, in its capacity as Trustee, except money or property held in trust to
pay principal of, premium, if any, and interest, if any, on particular
Securities.

      If the Trustee incurs expenses or renders services after the occurrence
of an Event of Default specified in clause (8) or (9) of Section 501 of this
Indenture, the expenses and the compensation for the services will be intended
to constitute expenses of administration under Title 11 of the United States
Bankruptcy Code or any other applicable federal or state law for the relief of
debtors.


SECTION 608.  Conflicting Interests.

      If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.


SECTION 609.  Corporate Trustee Required; Eligibility.

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


SECTION 610.  Resignation and Removal; Appointment of Successor.

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





                                      -44-
<PAGE>   55
      The Trustee may resign at any time with respect to the Securities of one
or more series by giving written notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

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

      If at any time:

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

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

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

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

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





                                      -45-
<PAGE>   56
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

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


SECTION 611.  Acceptance of Appointment by Successor.

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

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





                                      -46-
<PAGE>   57
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

      Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

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


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

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


SECTION 613.  Preferential Collection of Claims Against Company.

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


SECTION 614.  Appointment of Authenticating Agent.

      The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange,





                                      -47-
<PAGE>   58
registration of transfer or partial redemption thereof or pursuant to Section
306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

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

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

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





                                      -48-
<PAGE>   59
      If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

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

                                                                     NBD Bank


                                    ........................................,
                                                                   As Trustee



                                    By......................................, 
                                                      As Authenticating Agent



                                    By.......................................  
                                                         Authorized Signatory


                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


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

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

      (1)  semi-annually, not later than ............... and
   ................... in each year, a list, in such form as the Trustee may
   reasonably require, of the names and addresses of the Holders of Securities
   of each series as of the preceding .............. or .............., as the
   case may be, and

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

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





                                      -49-
<PAGE>   60
SECTION 702.  Preservation of Information; Communications to Holders.

      The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

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

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


SECTION 703.  Reports by Trustee.

      Within 60 days after May 15, beginning with May 15, 1996, the Trustee
shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant thereto.

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


SECTION 704.  Reports by Company.

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

      (b)  The Company will deliver to the Trustee, within forty days of the 
date of





                                      -50-
<PAGE>   61
original issuance of any Original Issue Discount Securities, an Officers'
Certificate, setting forth (i) the amount of the original issue discount on
such Original Issue Discount Securities, expressed as a U.S. dollar amount per
$1,000 of principal amount at Stated Maturity, (ii) the yield to maturity for
such Original Issue Discount Securities, and (iii) a table of the amount of the
original issue discount on such Original Issue Discount Securities, expressed
as a U.S. dollar amount per $1,000 of principal amount at Stated Maturity.

      On or before December 15 of each year during which any Original Issue
Discount Securities are outstanding, the Company shall furnish to the Trustee
such information as may be requested by the Trustee in order that the Trustee
may prepare the information which is required to report for such year on
Internal Revenue Services Forms 1096 and 1099 pursuant to Section 6049 of the
Internal Revenue Code of 1986, as amended.  Such information shall include the
amount of original issue discount includible in income for each $1,000 of
principal amount at Stated Maturity of Outstanding Original Issue Discount
Securities during such year.


                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


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

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

      (1)  in case the Company shall consolidate with or merge into another
   Person or convey, transfer or lease its properties and assets substantially
   as an entirety to any Person, the Person formed by such consolidation or
   into which the Company is merged or the Person which acquires by conveyance
   or transfer, or which leases, the properties and assets of the Company
   substantially as an entirety shall be a corporation, partnership or trust,
   shall be organized and validly existing under the laws of the United States
   of America, any State thereof or the District of Columbia and 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 any premium and interest on all the
   Securities and the performance or observance of every covenant of this
   Indenture on the part of the Company to be performed or observed;

      (2)  immediately after giving effect to such transaction and treating any
   Indebtedness which becomes an obligation of the Company or any Subsidiary as
   a result of such transaction as having been incurred by the Company or such
   Subsidiary at the





                                      -51-
<PAGE>   62
   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 happened and be continuing;

      (3)  if, as a result of any such consolidation or merger or such
   conveyance, transfer or lease, properties or assets of the Company would
   become subject to a mortgage, pledge, lien, security interest or other
   encumbrance which would not be permitted by this Indenture, the Company or
   such successor Person, as the case may be, shall take such steps as shall be
   necessary effectively to secure the Securities equally and ratably with (or
   prior to) all Indebtedness secured thereby; and

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


SECTION 802.  Successor Substituted.

      Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation or into which
the Company is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except
in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.


                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES


SECTION 901.  Supplemental Indentures Without Consent of Holders.

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

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





                                      -52-
<PAGE>   63

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

      (3)  to add any additional Events of Default for the benefit of the
   Holders of all or any series of Securities (and if such additional Events of
   Default are to be for the benefit of less than all series of Securities,
   stating that such additional Events of Default are expressly being included
   solely for the benefit of such series); provided, however, that in respect
   of any such additional Events of Default such supplemental indenture may
   provide for a particular period of grace after default (which period may be
   shorter or longer than that allowed in the case of other defaults) or may
   provide for an immediate enforcement upon such default or may limit the
   remedies available to the Trustee upon such default or may limit the right
   of the Holders of a majority in aggregate principal amount of that or those
   series of Securities to which such additional Events of Default apply to
   waive such default; or

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

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

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

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

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

      (9)  to cure any ambiguity, to correct or supplement any provision herein
   which may be defective or inconsistent with any other provision herein, or
   to make any other provisions with respect to matters or questions arising
   under this Indenture, provided





                                      -53-
<PAGE>   64
   that such action pursuant to this Clause (9) shall not adversely affect the
   interests of the Holders of Securities of any series.


SECTION 902.  Supplemental Indentures With Consent of Holders.

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

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

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

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

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





                                      -54-
<PAGE>   65
      It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.


SECTION 903.  Execution of Supplemental Indentures.

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


SECTION 904.  Effect of Supplemental Indentures.

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

SECTION 905.  Conformity with Trust Indenture Act.

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


SECTION 906.  Reference in Securities to Supplemental Indentures.

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





                                      -55-
<PAGE>   66

                                  ARTICLE TEN

                                   COVENANTS


SECTION 1001.  Payment of Principal, Premium and Interest.

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


SECTION 1002.  Maintenance of Office or Agency.

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

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


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

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





                                      -56-
<PAGE>   67

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

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

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

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


SECTION 1004.  Statement by Officers as to Default.

      The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating





                                      -57-
<PAGE>   68
whether or not to the best knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

      The Company will, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon any officer becoming aware of (i) any
default of Event or Default or (ii) any default or event of default under any
other mortgage, indenture or instrument, an Officers' Certificate specifying
such default, Event of Default or default and what action the Company is taking
or proposes to take with respect thereto.


SECTION 1005.  Existence.

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

SECTION 1006.  Maintenance of Properties.

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


SECTION 1007.  Payment of Taxes and Other Claims.

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





                                      -58-
<PAGE>   69
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings.


SECTION 1008.  Limitations on Liens.

      The Company shall not, and shall not permit any of its Subsidiaries to,
Incur or suffer to exist any Lien on property or assets now owned or hereafter
acquired to secure Indebtedness without making, or causing such Subsidiary to
make, effective provision for securing the Securities (and, if the Company
shall so determine, any other Indebtedness of the Company which is not
subordinate to the Securities or of such Subsidiary) equally and ratably with
such Indebtedness as to such property or assets for so long as such
Indebtedness shall be so secured.

      The foregoing restrictions will not apply to Liens in respect of
Indebtedness existing at the date of the Indenture or to: (i) Liens on property
existing at the time of acquisition thereof; (ii) Liens on property of a Person
existing at the time such Person is merged into or consolidated with the
Company or any Subsidiary; (iii) Liens on property of the Company or any
Subsidiary in favor of the United States of America, any state thereof, or any
instrumentality of either to secure certain payments pursuant to any contract
or statue; (iv) Liens to secure Indebtedness Incurred for the purpose of
financing all or any part of the purchase price or the cost of construction or
improvement of the property subject to such Liens, and securing only the
property so purchased, constructed or improved; (v) Liens for taxes or
assessments or other governmental charges or levies, Liens imposed by law, such
as mechanics' and materialmen's Liens, for sums not due or sums being contested
in good faith and with respect to which adequate reserves are being maintained,
to the extent required by generally accepted accounting principles and Liens
securing reimbursement obligations with respect to trade letters of credit,
banker's acceptances and sight drafts incurred in the ordinary course of
business which encumber documents and other property relating to such trade
letters of credit, banker's acceptances and sight drafts; (vi) Liens to secure
obligations under worker's compensation laws or similar legislation, including
Liens with respect to judgments which are not currently dischargeable; (vii)
Liens created by or resulting from any litigation or other proceeding which is
being contested in good faith by appropriate proceedings, including Liens
arising out of judgments or awards against the Company or any Subsidiary with
respect to which the Company or such Subsidiary is in good faith prosecuting an
appeal or proceedings for review or for which the time to make an appeal has
not yet expired; or final unappealable judgment Liens which are satisfied
within 15 days of the date of judgment; or Liens incurred by the Company or any
Subsidiary for the purpose of obtaining a stay or discharge in the course of
any litigation or other proceeding to which the Company or such Subsidiary is a
party; and (viii) Liens to secure any extension, renewal or refinancing (or
successive extensions, renewals or refinancings), in whole or in part, of any
Indebtedness secured by Liens referred to in the foregoing clauses (i) to (vii)
so long as such Liens do not extend to any other property and the Indebtedness
so secured is not increased.





                                      -59-
<PAGE>   70
      In addition to the foregoing, the Company or any Subsidiary may Incur a
Lien to secure Indebtedness or enter into a Sale and Leaseback Transaction,
without equally and ratably securing the Securities, if the sum of (a) the
amount of Indebtedness subject to a Lien entered into after the date of the
Indenture and otherwise prohibited by the Indenture, and (b) the Attributable
Value of Sale and Leaseback Transactions entered into under clause (i) of the
covenant described under "Limitation on Sale and Leaseback Transactions" does
not exceed 5% of Consolidated Tangible Assets of the Company at the time of
such determination.


SECTION 1009.  Limitation on Sale and Leaseback Transactions.

      The Company shall not, and shall not permit any of its Subsidiaries to
enter into any Sale and Leaseback Transaction (except for a period not
exceeding 36 months) unless (i) the Company or such Subsidiary would be
entitled to Incur a Lien to secure Indebtedness in an amount equal to the
Attributable Value of the Sale and Leaseback Transaction in accordance with the
"Limitation on Liens" covenant above, without equally and ratably securing the
Securities; or (ii) the Company or the Subsidiary applies or commits to apply
within 120 days an amount equal to the net proceeds of the property sold
pursuant to the Sale and Leaseback Transaction to the redemption or repurchase
of Securities or, if no Securities are redeemable or available for purchase, to
the redemption or repayment of Company Indebtedness which is pari passu to the
Securities or, if no pari passu Indebtedness is redeemable or payable, other
Company or Subsidiary Indebtedness which is redeemable or payable.

SECTION 1010.  Waiver of Certain Covenants.

      Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(18),
901(2) or 901(7) for the benefit of the Holders of such series or in Sections
1008 and 1009, if before the time for such compliance the Holders of at least
66 2/3% in principal amount of the Outstanding Securities of such series shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to
the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect;
provided that, in determining the amount of Outstanding Securities in
connection with a waiver of compliance pursuant to this Section, Securities
which have been defeased pursuant to Section 1303, shall not be deemed
Outstanding.





                                      -60-
<PAGE>   71

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES


SECTION 1101.  Applicability of Article.

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


SECTION 1102.  Election to Redeem; Notice to Trustee.

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

SECTION 1103.  Selection by Trustee of Securities to Be Redeemed.

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





                                      -61-
<PAGE>   72

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

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

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


SECTION 1104.  Notice of Redemption.

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

      All notices of redemption shall state:

      (1)  the Redemption Date,

      (2)  the Redemption Price,

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

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

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

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

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





                                      -62-
<PAGE>   73
   
SECTION 1105.  Deposit of Redemption Price.

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


SECTION 1106.  Securities Payable on Redemption Date.

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

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


SECTION 1107.  Securities Redeemed in Part.

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





                                      -63-
<PAGE>   74

                                 ARTICLE TWELVE

                                 SINKING FUNDS


SECTION 1201.  Applicability of Article.

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

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


SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.

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


SECTION 1203.  Redemption of Securities for Sinking Fund.

      Not less than 100 days prior to each sinking fund payment date for any
Securities, the Company  will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant
to Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 100 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof





                                      -64-
<PAGE>   75
to be given in the name of and at the expense of the Company in the manner
provided in Section 1104. Such notice having been duly given, the redemption of
such Securities shall be made upon the terms and in the manner stated in
Sections 1106 and 1107.


                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE


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

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


SECTION 1302.  Defeasance and Discharge.

      Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section on and after the date
the conditions set forth in Section 1304 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall
be deemed to have paid and discharged the entire Indebtedness represented by
such Securities and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 1304 and
as more fully set forth in such Section, payments in respect of the principal
of and any premium and interest on such Securities when payments are due, (2)
the Company's obligations with respect to such Securities under Sections 304,
305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (4) this Article. Subject to compliance with this
Article, the Company may exercise its option (if any) to have this Section
applied to any Securities notwithstanding the prior exercise of its option (if
any) to have Section 1303 applied to such Securities.





                                      -65-
<PAGE>   76

SECTION 1303.  Covenant Defeasance.

      Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Section 801(3),
Sections 1006 through 1009, inclusive, and any covenants provided pursuant to
Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such
Securities and (2) the occurrence of any event specified in Sections 501(4)
(with respect to any of Section 801(3), Sections 1006 through 1009, inclusive,
and any such covenants provided pursuant to Section 301(18), 901(2) or 901(7)),
501(5) and 501(8) shall be deemed not to be or result in an Event of Default,
in each case with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 501(4)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but
the remainder of this Indenture and such Securities shall be unaffected
thereby.


SECTION 1304.  Conditions to Defeasance or Covenant Defeasance.

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

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





                                      -66-
<PAGE>   77
   of the issuer thereof, and (y) any depositary receipt issued by a bank (as
   defined in Section 3(a)(2) of the Securities Act) as custodian with respect
   to any U.S. Government Obligation which is specified in Clause (x) above and
   held by such bank for the account of the holder of such depositary receipt,
   or with respect to any specific payment of principal of or interest on any
   U.S. Government Obligation which is so specified and held, provided that
   (except as required by law) such custodian is not authorized to make any
   deduction from the amount payable to the holder of such depositary receipt
   from any amount received by the custodian in respect of the U.S. Government
   Obligation or the specific payment of principal or interest evidenced by
   such depositary receipt.

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

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

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

      (5)  No event which is, or after notice or lapse of time or both would
   become, an Event of Default with respect to such Securities or any other
   Securities shall have occurred and be continuing at the time of such deposit
   or, with regard to any such event specified in Sections 501(6) and (7), at
   any time on or prior to the 90th day after the date of such deposit (it
   being understood that this condition shall not be deemed satisfied until
   after such 90th day).

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





                                      -67-
<PAGE>   78
      (7)  Such Defeasance or Covenant Defeasance shall not result in a breach
   or violation of, or constitute a default under, any other agreement or
   instrument to which the Company is a party or by which it is bound.

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

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


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

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

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

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





                                      -68-
<PAGE>   79

SECTION 1306.  Reinstatement.

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





                                      -69-
<PAGE>   80

                         _____________________________


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

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


                                              The Geon Company               
                                                                         
                                              By.........................
                                                                         
Attest:                                                                  
                                                                         
                                                                         
 .............................                                            
                                                                         
                                                                         
                                              NBD Bank                    
                                                                         
                                              By.........................
                                                                         
Attest:                              
                                     
                             
 .............................
                             




                                      -70-
<PAGE>   81

STATE OF OHIO       )
                    )  ss.:
COUNTY OF LORAIN    )


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



                                 ...............................................


STATE OF MICHIGAN )
                  )  ss.:
COUNTY OF WAYNE   )


      On the .... day of ..........., ...., before me personally came
 ..........................., to me known, who, being by me duly sworn, did
depose and say that she is .................... of NBD Bank, one of the
corporations described in and which executed the foregoing instrument; that she
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that she signed her name thereto by like
authority.



                                 ...............................................





                                      -71-