<PAGE>

                                                                     Exhibit 4.9
                                                                     -----------

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

                           DEVON ENERGY CORPORATION

                                      TO

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

                                    Trustee


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


                                   Indenture
                     (For [Subordinated] Debt Securities)



                       Dated as of _______________, 200_


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

                               TABLE OF CONTENTS




<TABLE>
<CAPTION>
<S>                                                                                            <C>
RECITAL OF THE COMPANY.......................................................................   1

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

     Section 101. Definitions................................................................   1
     Section 102. Compliance Certificates and Opinions.......................................   8
     Section 103. Form of Documents Delivered to Trustee.....................................   9
     Section 104. Acts of Holders............................................................  10
     Section 105. Notices, Etc. to Trustee and Company.......................................  11
     Section 106. Notice to Holders of Debt Securities; Waiver...............................  11
     Section 107. Conflict with Trust Indenture Act..........................................  12
     Section 108. Effect of Headings and Table of Contents...................................  12
     Section 109. Successors and Assigns.....................................................  12
     Section 110. Separability Clause........................................................  12
     Section 111. Benefits of Indenture......................................................  12
     Section 112. Governing Law..............................................................  12
     Section 113. Legal Holidays.............................................................  13

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

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

ARTICLE III  The Debt Securities.............................................................  16

     Section 301. Amount Unlimited; Issuable in Series.......................................  16
     Section 302. Denominations..............................................................  19
     Section 303. Execution, Authentication, Delivery and Dating.............................  19
     Section 304. Temporary Debt Securities..................................................  21
     Section 305. Registration, Registration of Transfer and Exchange........................  22
     Section 306. Mutilated, Destroyed, Lost and Stolen Debt Securities......................  23
     Section 307. Payment of Interest and Additional Interest; Interest Rights Preserved.....  24
     Section 308. Persons Deemed Owners......................................................  25
     Section 309. Cancellation by Debt Security Registrar....................................  25
     Section 310. Computation of Interest....................................................  25
     Section 311. Payment to be in Proper Currency...........................................  25
     [Section 312. Deferrals of Interest Payment Dates.......................................  26
     [Section 313. Right to Set-off..........................................................  26
     [Section 314. Shortening or Extension of Stated Maturity................................  26

ARTICLE IV  Redemption of Debt Securities....................................................  26

     Section 401. Applicability of Article...................................................  26
     Section 402. Election to Redeem; Notice to Trustee......................................  27
     Section 403. Selection of Debt Securities to be Redeemed................................  27
     Section 404. Notice of Redemption.......................................................  27
     Section 405. Debt Securities Payable on Redemption Date.................................  28
     Section 406. Debt Securities Redeemed in Part...........................................  29

ARTICLE V  Sinking Funds.....................................................................  29

     Section 501. Applicability of Article...................................................  29
     Section 502. Satisfaction of Sinking Fund Payments with Debt Securities.................  29
     Section 503. Redemption of Debt Securities for Sinking Fund.............................  30

ARTICLE VI  Covenants........................................................................  30

     Section 601. Payment of Principal, Premium and Interest.................................  30
     Section 602. Maintenance of Office or Agency............................................  30
     Section 603. Money for Debt Securities Payments to be Held in Trust.....................  31
     Section 604. Corporate Existence........................................................  32
     Section 605. Annual Officer's Certificate as to Compliance..............................  32
     Section 606. Waiver of Certain Covenants................................................  33
</TABLE>
                                       i
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                            <C>
ARTICLE VII  Satisfaction and Discharge......................................................  33

     Section 701. Satisfaction and Discharge of Debt Securities..............................  33
     Section 702. Satisfaction and Discharge of Indenture....................................  35
     Section 703. Application of Trust Money.................................................  36

ARTICLE VIII  Events of Default; Remedies....................................................  36

     Section 801. Events of Default..........................................................  36
     Section 802. Acceleration of Maturity; Rescission and Annulment.........................  38
     Section 803. Collection of Indebtedness and Suits for Enforcement by Trustee............  39
     Section 804. Trustee May File Proofs of Claim...........................................  39
     Section 805. Trustee May Enforce Claims Without Possession of Debt Securities...........  40
     Section 806. Application of Money Collected.............................................  40
     Section 807. Limitation on Suits........................................................  41
     Section 808. Unconditional Right of Holders to Receive Principal, Premium and Interest
                  [; Direct Action by Holders of Trust Preferred Securities.]................  41
     Section 809. Restoration of Rights and Remedies.........................................  42
     Section 810. Rights and Remedies Cumulative.............................................  42
     Section 811. Delay or Omission Not Waiver...............................................  42
     Section 812. Control by Holders of Debt Securities......................................  42
     Section 813. Waiver of Past Defaults....................................................  43
     Section 814. Undertaking for Costs......................................................  43
     Section 815. Waiver of Stay or Extension Laws...........................................  43

ARTICLE IX  The Trustee......................................................................  44

     Section 901. Certain Duties and Responsibilities........................................  44
     Section 902. Notice of Defaults.........................................................  45
     Section 903. Certain Rights of Trustee..................................................  45
     Section 904. Not Responsible for Recitals or Issuance of Debt Securities................  46
     Section 905. May Hold Debt Securities...................................................  46
     Section 906. Money Held in Trust........................................................  46
     Section 907. Compensation and Reimbursement.............................................  46
     Section 908. Disqualification; Conflicting Interests....................................  48
     Section 909. Corporate Trustee Required; Eligibility....................................  48
     Section 910. Resignation and Removal; Appointment of Successor..........................  48
     Section 911. Acceptance of Appointment by Successor.....................................  50
     Section 912. Merger, Conversion, Consolidation or Succession to Business................  51
     Section 913. Preferential Collection of Claims Against Company..........................  51
     Section 914. Co-trustees and Separate Trustees..........................................  51
     Section 915. Appointment of Authenticating Agent........................................  52

ARTICLE X  Holders' Lists and Reports by Trustee and Company.................................  54

     Section 1001. Lists of Holders..........................................................  54
     Section 1002. Reports by Trustee and Company............................................  54

ARTICLE XI  Consolidation, Merger, Conveyance or Other Transfer..............................  55

     Section 1101. Company May Consolidate, Etc., Only on Certain Terms......................  55
     Section 1102. Successor Corporation Substituted.........................................  55

ARTICLE XII  Supplemental Indentures.........................................................  55

     Section 1201. Supplemental Indentures Without Consent of Holders........................  55
     Section 1202. Supplemental Indentures With Consent of Holders...........................  57
     Section 1203. Execution of Supplemental Indentures......................................  59
     Section 1204. Effect of Supplemental Indentures.........................................  59
     Section 1205. Conformity With Trust Indenture Act.......................................  59
     Section 1206. Reference in Debt Securities to Supplemental Indentures...................  59
     Section 1207. Modification Without Supplemental Indenture...............................  59

ARTICLE XIII  Meetings of Holders; Action Without Meeting....................................  60

     Section 1301. Purposes for Which Meetings May be Called.................................  60
     Section 1302. Call, Notice and Place of Meetings........................................  60
     Section 1303. Persons Entitled to Vote at Meetings......................................  60
     Section 1304. Quorum; Action............................................................  60
</TABLE>
                                      ii
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                            <C>
     Section 1305. Attendance at Meetings; Determination of Voting Rights; Conduct and
                   Adjournment of Meetings...................................................  61
     Section 1306. Counting Votes and Recording Action of Meetings...........................  62
     Section 1307. Action Without Meeting....................................................  63

ARTICLE XIV  Immunity of Incorporators, Stockholders, Officers and Directors.................  63

     Section 1401. Liability Solely Corporate................................................  63

[ARTICLE XV  Subordination of Securities.....................................................  63

     Section 1501. Securities Subordinate to Senior Indebtedness.............................  63
     Section 1502. Payment Over of Proceeds Upon Dissolution, Etc............................  64
     Section 1503. Prior Payment to Senior Indebtedness Upon Acceleration of
                   Debt Securities of Such Series............................................  65
     Section 1504. No Payment When Senior Indebtedness in Default............................  65
     Section 1505. Payment Permitted in Certain Situations...................................  66
     Section 1506. Subrogation to Rights of Holders of Senior Indebtedness...................  66
     Section 1507. Provisions Solely to Define Relative Rights...............................  66
     Section 1508. Trustee to Effectuate Subordination.......................................  67
     Section 1509. No Waiver of Subordination Provisions.....................................  67
     Section 1510. Notice to Trustee.........................................................  67
</TABLE>
                                      iii
<PAGE>

     INDENTURE (For[ Subordinated]* Debt Securities), dated as of
______________, 200_, between DEVON ENERGY CORPORATION, a corporation duly
organized
existing under the laws of the State of Delaware (herein called the "Company"),
having its principal office at 20 North Broadway, Suite 1500, Oklahoma City,
Oklahoma  73102-8260, and ________________, a ___________________, having its
principal corporate trust office at _____________________________, as Trustee
(herein called the "Trustee").


                            RECITAL OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its [subordinated]
debentures, notes or other evidences of indebtedness (herein called the "Debt
Securities")[, including securities issued to evidence loans made to the Company
from the proceeds of the issuance from time to time by one or more business
trusts (each a "Trust") of undivided preferred beneficial interests in the
assets of such Trusts (the "Trust Preferred Securities") and common undivided
interests in the assets of such Trust (the "Trust Common Securities" and,
together with the Trust Preferred Securities, the "Trust Securities")], in an
unlimited aggregate principal amount, to be issued in one or more series as
contemplated herein; and all acts necessary to make this Indenture a valid
agreement of the Company have been performed.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I

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

Section 101.   Definitions.

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

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

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

     (c) all accounting terms not otherwise defined herein have the
  meanings assigned to them in accordance with generally accepted accounting
  principles in the United States, and, except as otherwise herein expressly
  provided, the term "generally accepted accounting principles" with respect
  to any computation required or permitted hereunder shall mean such
  accounting principles as are generally accepted in the United States at the
  date of such computation or, at the election of the Company from time to
  time, at the date of the execution and delivery of this Indenture;
  provided, however, that in determining generally accepted accounting
  principles applicable to the Company, the Company shall, to the extent
  required, conform to any order, rule or regulation of any administrative

                                       1
<PAGE>

  agency, regulatory authority or other governmental body having jurisdiction
  over the Company; and

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

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

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

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

     "Additional Amounts" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes, assessments or other
governmental charges imposed on Holders specified therein and which are
owing to such Holders.

     ["Administrator" means, in respect of any Trust, each Person appointed
in accordance with the related Trust Agreement, solely in such Person's capacity
as Administrator of such Trust and not in such Person's individual capacity, or
any successor Administrator appointed as therein provided.]

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

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

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

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

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

     "Business Day", when used with respect to a Place of Payment or any
other particular location specified in the Debt Securities or this Indenture,
means any day, other than a Saturday or Sunday, which is not a day on which
banking institutions or trust companies [(including, with respect to the Debt
Securities of a series initially issued to a Trust, the "Corporate Trust

                                       2
<PAGE>

Office," as defined in the related Trust Agreement, of the Property Trustee or
the Delaware Trustee under the related Trust Agreement)] in such Place of
Payment or other location are generally authorized or required by law,
regulation or executive order to remain closed, except as may be otherwise
specified as contemplated by Section 301.

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

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

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

    "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution and delivery of this
Indenture is located at ___________________________.

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

    ["Creditor" has the meaning specified in Section 907.]

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

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

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

    ["Delaware Trustee" means, with respect to any Trust, the Person
identified as the "Delaware Trustee" in the related Trust Agreement, solely in
its capacity as Delaware Trustee of such Trust under such Trust Agreement and
not in its individual capacity, or its successor in interest in such capacity,
or any successor Delaware trustee appointed as therein provided.]

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

    "Designated Trustee Office" means any office or offices of the Trustee
or any Affiliate, servicer or other agent of the Trustee from time to time
established by the Trustee in its discretion as the location at which particular
actions or functions (for example, registration of securities and paying agent
responsibilities) will occur.  The Trustee shall, upon the written request of
the Company or any Holder, provide the Company or such Holder with a written
list of its Designated Trustee Offices hereunder.

                                       3
<PAGE>

    "Discount Debt Security" means any Debt Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 802.
"Interest" with respect to a Discount Debt Security means interest, if any,
borne by such Debt Security at a Stated Interest Rate.

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

    "Eligible Obligations" means:

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

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

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

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

    ["Extension Period" has the meaning specified in Section 312.]

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

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

    "Government Obligations" means:

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

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

    ["Guarantee" means, with respect to any Trust, the guarantee agreement
executed by the Company for the benefit of the Holders of the Trust Preferred
Securities issued by such Trust as modified, amended or supplemented from time
to time.]

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

                                       4
<PAGE>

    "Indenture" means this instrument as originally executed and delivered
and as it may from time to time be supplemented or amended by one or more
indentures or Officer's Certificates supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of particular
series of Debt Securities established as contemplated by Section 301.

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

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

    ["Liquidation Amount" means the liquidation amount specified in the
applicable related Trust Agreement.]

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

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

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

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

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

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

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

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

      (x) Debt Securities owned by the Company or any other obligor
    upon the Debt Securities or any Affiliate of the Company or of such
    other obligor (unless the Company, such Affiliate or such obligor owns
    all Debt Securities Outstanding under this Indenture, or all
    Outstanding Debt Securities of each such series and each such Tranche,
    as the case may be, determined without regard to this clause (x))
    shall be disregarded and deemed not to be Outstanding, except that, in
    determining whether the Trustee shall be protected in relying upon any
    such request, demand, authorization, direction, notice, consent or

                                       5
<PAGE>

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

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

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

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

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

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

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

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

    "[Property Trustee" means, with respect to any Trust, the Person
identified as the "Property Trustee" in the related Trust Agreement, solely in
its capacity as Property Trustee of such Trust under such Trust Agreement and
not in its individual capacity, or its successor in interest in such capacity,
or any successor property trustee appointed as therein provided.]

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

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

                                       6
<PAGE>

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

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

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

    ["Senior Indebtedness" means, with respect to the Company,
(i) the principal, premium, if any, and interest in respect of (a) indebtedness
of the Company for money borrowed under any credit agreements, notes,
guarantees or similar documents and (b) indebtedness evidenced by securities,
debentures, bonds or other similar instruments issued by the Company,
including, without limitation, all indebtedness and all obligations of the
Company to pay fees and other amounts, under any existing credit agreement,
and any refinancing of such credit agreements, including interest accruing
on or after a bankruptcy or other similar event, whether or not an
allowed claim therein; (ii) all capital lease obligations of the Company;
(iii) all obligations of the Company issued or assumed as the deferred
purchase price of property, all conditional sale obligations of the Company
and all obligations of the Company under any title retention agreement
(but excluding trade accounts payable arising in the ordinary course
of business); (iv) all obligations of the Company for the reimbursement on
any letter of credit, banker's acceptance, security purchase facility or
similar credit transaction; (v) all obligations of the Company (contingent
or otherwise) with respect to interest rate or other swap, cap or collar
agreements, oil or gas commodity hedge transactions or other similar
instruments or agreements or foreign currency hedge, exchange, purchase
or similar instruments or agreements; (vi) all obligations of the types
referred to in clauses (i) through (v) of other Persons for the payment of
which the Company is responsible or liable as obligor, guarantor or otherwise;
and (vii) all obligations of the types referred to in clauses (i) through
(vi) of other Persons secured by any lien on any property or asset of the
Company (whether or not such obligation is assumed by the Company),
whether outstanding on the date of the Indenture or thereafter created,
incurred, assumed, guaranteed or in effect guaranteed by the Company, except
for (A) any such indebtedness that is by its terms subordinated to or pari
passu with the Debt Securities, and (B) any indebtedness between or among the
Company or its Affiliates, including all other debt securities and guarantees
in respect of those debt securities, issued to any trust, or a trustee of
such trust, partnership or other entity affiliated with the Company that
is a financing vehicle of the Company (a "Financing Entity") in connection
with the issuance by such Financing Entity of preferred securities or other
securities that rank pari passu with, or junior to, such preferred securities.]

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

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

    "Stated Maturity," when used with respect to any obligation or any
installment of principal thereof or interest thereon, means the date on which

                                       7
<PAGE>

the principal of such obligation or such installment of principal or interest is
stated to be due and payable (without regard to any provisions for redemption,
prepayment, acceleration, purchase or extension).

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

    ["Trust" has the meaning specified in the first recital of this
Indenture.]

    ["Trust Agreement" means, with respect to any Trust, the trust
agreement or other governing instrument of such Trust.]

    ["Trust Common Securities" has the meaning specified in the first
recital of this Indenture.]

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

    ["Trust Preferred Securities" has the meaning specified in the first
recital of this Indenture.]

    ["Trust Securities" has the meaning specified in the first recital of
this Indenture.]

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

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

Section 102.   Compliance Certificates and Opinions.

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

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

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

                                       8
<PAGE>

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

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

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

Section 103.   Form of Documents Delivered to Trustee.

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

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

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

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

                                       9
<PAGE>

Section 104.   Acts of Holders.

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

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

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

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

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

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

                                       10
<PAGE>

  and delivered by the Trustee in exchange for Outstanding Debt Securities of
  such series or Tranche.

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

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

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

    If to the Trustee, to:

         _____________________________
         _____________________________
         _____________________________

         Attention:  ________________________________
         Telephone:  ________________________________
         Telecopy:   ________________________________

    If to the Company, to:

         Devon Energy Corporation
         20 North Broadway, Suite 1500
         Oklahoma City, Oklahoma  73102-8260

         Attention:  _________________
         Telephone:  (405) 235-3611
         Telecopy:  (405) _________

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

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

    Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently

                                       11
<PAGE>

given, and shall be deemed given, to Holders if in writing and mailed, first-
class postage prepaid, to each Holder affected by such event, at the address of
such Holder as it appears in the Debt Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice.

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

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

Section 107.   Conflict with Trust Indenture Act.

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

Section 108.   Effect of Headings and Table of Contents.

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

Section 109.   Successors and Assigns.

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

Section 110.   Separability Clause.

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

Section 111.   Benefits of Indenture.

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

Section 112.   Governing Law.

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

                                       12
<PAGE>

Section 113.   Legal Holidays.

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

                                  ARTICLE II

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

Section 201.   Forms Generally.

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

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

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

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

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


Dated:____________________             ________________________________________
                                       as Trustee

                                       By:_____________________________________
                                               Authorized Representative

                                       13
<PAGE>

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

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

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

    (c)  (1)  If at any time the Depositary for a Global Security notifies
    the Company that it is unwilling or unable to continue as the
    Depositary for such Global Security or if at any time the Depositary
    for the Debt Securities for such series shall no longer be eligible or
    in good standing under the Exchange Act, or other applicable statute
    or regulation, the Company shall appoint a successor Depositary with
    respect to such Global Security.  If a successor Depositary for such
    Global Security is not appointed by the Company within 90 days after
    the Company receives such notice or becomes aware of such
    ineligibility, the Company will execute, and the Trustee, upon receipt
    of a Company Order for the authentication and delivery of Debt
    Securities of such series in the form of definitive certificates in
    exchange for such Global Security, will authenticate and deliver Debt
    Securities of such series in the form of definitive certificates of
    like tenor and terms in an aggregate principal amount equal to the
    principal amount of the Global Security in exchange for such Global
    Security.  Such Debt Securities will be issued to and registered in
    the name of such Person or Persons as are specified by the Depositary.

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

                                       14
<PAGE>

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

      (4) In any exchange provided for in any of the preceding three
    subparagraphs, the Company shall execute and the Trustee shall
    authenticate and deliver Debt Securities in the form of definitive
    certificates in authorized denominations.  Upon the exchange of the
    entire principal amount of a Global Security for Debt Securities in
    the form of definitive certificates, such Global Security shall be
    canceled by the Trustee.  Except as provided in the immediately
    preceding subparagraph, Debt Securities issued in exchange for a
    Global Security pursuant to this Section shall be registered in such
    names and in such authorized denominations as the Depositary for such
    Global Security, acting pursuant to instructions from its direct or
    indirect participants or otherwise, shall instruct the Trustee.
    Provided that the Company and the Trustee have so agreed, the Trustee
    shall deliver such Debt Securities to the Persons in whose names the
    Debt Securities are so to be registered.

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

      (6) The Depositary or, if there be one, its nominee, shall be the
    Holder of a Global Security for all purposes under this Indenture; and
    beneficial owners with respect to such Global Security shall hold
    their interests pursuant to applicable procedures of such Depositary.
    The Company, the Trustee and the Debt Security Registrar shall be
    entitled to deal with such Depositary for all purposes of this
    Indenture relating to such Global Security (including the payment of
    principal, premium, if any, and interest (including any Additional
    Interest) and the giving of instructions or directions by or to the

                                       15
<PAGE>

    beneficial owners of such Global Security as the sole Holder of such
    Global Security and shall have no obligations to the beneficial owners
    thereof (including any direct or indirect participants in such
    Depositary).  None of the Company, the Trustee, any Paying Agent or
    the Debt Security Registrar shall have any responsibility or liability
    for any aspect of the records relating to or payments made on account
    of beneficial ownership interests of a Global Security in or pursuant
    to any applicable letter of representations or other arrangement
    entered into with, or procedures of, the Depositary with respect to
    such Global Security or for maintaining, supervising or reviewing any
    records relating to such beneficial ownership interests.

                                  ARTICLE III

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

Section 301.   Amount Unlimited; Issuable in Series.

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

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

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

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

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

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

    (e) the rate or rates at which the Debt Securities of such series, or
  any Tranche thereof, shall bear interest, if any (including (i) the rate or
  rates at which overdue principal shall bear interest, if different from the
  rate or rates at which such Debt Securities shall bear interest prior to
  Maturity, (ii) if applicable, the rate or rates at which overdue premium
  shall bear interest, if any and (iii) if applicable, the rate or rates and
  extent to which Additional Interest, if any, shall be payable), the period
  or periods during which such rate or rates shall be applicable, or any
  formulary or other method or other means by which such rate or rates, and

                                       16
<PAGE>

  any period or periods, shall be determined, by reference to an index or
  other fact or event ascertainable outside of this Indenture or otherwise;
  the date or dates from which such interest shall accrue; whether and under
  what circumstances Additional Amounts shall be payable; the Interest
  Payment Dates on which such interest shall be payable and the Regular
  Record Date, if any, for the interest payable on such Debt Securities on
  any Interest Payment Date[; the right of the Company, if any, to extend the
  interest payment periods and the duration of any such extension as
  contemplated by Section 312]; and the basis of computation of interest, if
  other than as provided in Section 310;

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

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

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

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

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

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

    (l) if the principal of or premium, if any, or interest (including
  Additional Interest), if any, on the Debt Securities of such series, or any
  Tranche thereof, are to be payable, or are to be payable at the election of
  the Company or a Holder thereof, in securities or other property, the type
  and amount of such securities or other property, or the formulary or other

                                       17
<PAGE>

  method or other means by which such amount shall be determined, and the
  period or periods within which, and the terms and conditions upon which,
  any such election may be made;

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

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

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

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

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

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

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

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

                                       18
<PAGE>

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

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

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

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

    (y) if the Debt Securities are to be issued to a Trust, the form or
  forms of the Trust Agreement and Guarantee relating thereto].

    [The Debt Securities of each series, or any Tranche thereof, shall be
subordinated in the right of payment to Senior Indebtedness as provided in
Article XV with any modifications, changes, deletions or additions thereto
established pursuant to this Section 301.]

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

Section 302. Denominations.

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

Section 303. Execution, Authentication, Delivery and Dating.

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

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

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

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

                                       19
<PAGE>

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

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

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

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

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

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

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

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

      (y) such Debt Securities, when authenticated and delivered by the
    Trustee in accordance with this Indenture and the Company Order or
    Orders or specified procedures referred to in paragraph (x) above and
    issued and delivered by the Company in the manner and subject to any
    conditions specified in such Opinion of Counsel, will have been duly
    issued under this Indenture and will constitute valid and legally
    binding obligations of the Company, entitled to the benefits provided

                                       20
<PAGE>

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

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

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

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

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

Section 304. Temporary Debt Securities.

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

                                       21
<PAGE>

Securities; provided, however, that temporary Debt Securities need not recite
specific redemption, sinking fund, conversion or exchange provisions.

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

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

Section 305. Registration, Registration of Transfer and Exchange.

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

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

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

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

                                       22
<PAGE>

Indenture, as the Debt Securities surrendered upon such registration of transfer
or exchange.

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

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

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

    None of the Company, the Trustee, any Paying Agent or the Debt
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

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

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

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

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

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

    Every new Debt Security of any series issued pursuant to this Section
in lieu of any destroyed, lost or stolen Debt Security shall constitute an

                                       23
<PAGE>

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

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

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

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

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

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

    (b) The Company may make payment of any Defaulted Interest on the Debt
  Securities of any series in any other lawful manner not inconsistent with
  the requirements of any securities exchange on which such Debt Securities
  may be listed, and upon such notice as may be required by such exchange,

                                       24
<PAGE>

  if, after notice given by the Company to the Trustee of the proposed
  payment pursuant to this clause, such manner of payment shall be deemed
  practicable by the Trustee.

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

Section 308. Persons Deemed Owners.

    Prior to due presentment of a Debt Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Debt Security is registered as the
absolute owner of such Debt Security for the purpose of receiving payment of
principal of and premium, if any, and (subject to Sections 305 and 307) interest
(including Additional Interest), if any, on such Debt Security and for all other
purposes whatsoever, whether or not such Debt Security is overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 309. Cancellation by Debt Security Registrar.

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

Section 310. Computation of Interest.

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

Section 311. Payment to be in Proper Currency.

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

                                       25
<PAGE>

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

[Section 312.  Deferrals of Interest Payment Dates.

    If specified as contemplated by Section 301 with respect to the Debt
Securities of a particular series, so long as no Event of Default has occurred
and is continuing, the Company shall have the right, at any time during the term
of such series, from time to time to defer the payment of interest on such Debt
Securities for such period or periods (each an "Extension Period") as so
specified as contemplated by Section 301.

    The Trustee shall promptly give notice of the Company's election to
begin any such Extension Period to the Holders of the Outstanding Debt
Securities of such series.]

[Section 313.  Right to Set-off.

    With respect to the Debt Securities of a series initially issued to a
Trust, notwithstanding anything to the contrary herein, the Company shall have
the right to set off any payment it is otherwise required to make in respect of
any such Debt Security to the extent the Company has theretofore made,
or is concurrently on the date of such payment making, a payment under the
Guarantee relating to such Debt Security or to a holder of Trust Preferred
Securities pursuant to an action undertaken under Section 808 of this
Indenture.]

[Section 314.  Shortening or Extension of Stated Maturity.

    If specified as contemplated by Section 301 with respect to the Debt
Securities of a particular series, the Company shall have the right to (i)
shorten the Stated Maturity of the principal of the Debt Securities of such
series at any time to any date and (ii) extend the Stated Maturity of the
principal of the Debt Securities of such series at any time at its election for
one or more periods, provided that, if the Company elects to exercise its right
to extend the Stated Maturity of the principal of the Debt Securities of such
series pursuant to clause (ii) above, at the time such election is made and at
the time of extension, such conditions as may be specified in such Debt
Securities shall have been satisfied.]

                                  ARTICLE IV

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

Section 401.  Applicability of Article.

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

                                       26
<PAGE>

Section 402. Election to Redeem; Notice to Trustee.

    The election of the Company to redeem any Debt Securities shall be
evidenced by a Board Resolution and/or an Officer's Certificate.  The Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee[ and, in the case of Debt Securities of a series held by a Trust, the
Property Trustee under the related Trust Agreement,] in writing of such
Redemption Date and of the principal amount of such Debt Securities to be
redeemed.  In the case of any redemption of Debt Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such
Debt Securities or elsewhere in this Indenture or (b) pursuant to an election of
the Company which is subject to a condition specified in the terms of such Debt
Securities, the Company shall furnish the Trustee with an Officer's Certificate
evidencing compliance with such restriction or condition.

Section 403. Selection of Debt Securities to be Redeemed.

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

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

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

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

Section 404. Notice of Redemption.

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

    All notices of redemption shall state:

    (a)  the Redemption Date,

                                       27
<PAGE>

    (b)  the Redemption Price,

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

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

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

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

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

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

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

Section 405. Debt Securities Payable on Redemption Date.

    Notice of redemption having been given as aforesaid, and the
conditions, if any, set forth in such notice having been satisfied, the Debt
Securities or portions thereof so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and

                                       28
<PAGE>

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

Section 406. Debt Securities Redeemed in Part.

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

                                   ARTICLE V

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

Section 501.  Applicability of Article.

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

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

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

    The Company (a) may deliver to the Trustee Outstanding Debt Securities
(other than any previously called for redemption) of a series or Tranche in
respect of which a mandatory sinking fund payment is to be made and (b) may
apply as a credit Debt Securities of such series or Tranche which have been
redeemed either at the election of the Company pursuant to the terms of such
Debt Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, in each case in

                                       29
<PAGE>

satisfaction of all or any part of such mandatory sinking fund payment;
provided, however, that no Debt Securities shall be applied in satisfaction of a
mandatory sinking fund payment if such Debt Securities shall have been
previously so applied.  Debt Securities so applied shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Debt Securities for redemption through operation of the sinking fund and
the amount of such mandatory sinking fund payment shall be reduced accordingly.

Section 503. Redemption of Debt Securities for Sinking Fund.

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

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

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

    (c) the aggregate sinking fund payment;

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

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

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

                                  ARTICLE VI
                                  ----------

                                   Covenants
                                   ---------

Section 601.  Payment of Principal, Premium and Interest.

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

Section 602. Maintenance of Office or Agency.

    The Company shall maintain in each Place of Payment for the Debt
Securities of each series, or any Tranche thereof, an office or agency where
payment of such Debt Securities shall be made, where the registration of
transfer or exchange of such Debt Securities may be effected and where notices

                                       30
<PAGE>

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

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

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

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

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

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

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

    (a) hold all sums held by it for the payment of the principal of and

                                       31
<PAGE>

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

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

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

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

    Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of and premium, if
any, or interest (including Additional Interest), if any, on any Debt Security
and remaining unclaimed for two years after such principal and premium, if any,
or interest (including Additional Interest) has become due and payable shall be
paid to the Company on Company Request, or, if then held by the Company, shall
be discharged from such trust; and, upon such payment or discharge, the Holder
of such Debt Security shall, as an unsecured general creditor and not as a
Holder of an Outstanding Debt Security, look only to the Company for payment of
the amount so due and payable and remaining unpaid, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
payment to the Company, may at the expense of the Company cause to be mailed, on
one occasion only, notice to such Holder that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such mailing, any unclaimed balance of such money then remaining
will be paid to the Company.

Section 604.  Corporate Existence.

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

Section 605. Annual Officer's Certificate as to Compliance.

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

                                       32
<PAGE>

Section 606. Waiver of Certain Covenants.

    The Company[, subject to the rights of holders of Trust Preferred
Securities specified in Section 1202,] may omit in any particular instance to
comply with any term, provision or condition set forth in (a) Section 602 or any
additional covenant or restriction specified with respect to the Debt Securities
of any series, or any Tranche thereof, as contemplated by Section 301 if before
the time for such compliance the Holders of at least a majority in aggregate
principal amount of the Outstanding Debt Securities of all series and Tranches
with respect to which compliance with Section 602 or such additional covenant or
restriction is to be omitted, considered as one class, shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition and (b) Sections 604, 605
or Article XI if before the time for such compliance the Holders of at least a
majority in principal amount of Debt Securities Outstanding under this Indenture
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition; but, in the
case of (a) or (b), no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                                  ARTICLE VII

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

Section 701.  Satisfaction and Discharge of Debt Securities.

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

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

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

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

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

                                       33
<PAGE>

    be held in trust, as provided in Section 703;

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

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

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

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

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

                                       34
<PAGE>

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

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

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

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

Section 702. Satisfaction and Discharge of Indenture.

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

    (a) no Debt Securities remain Outstanding hereunder; and

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

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

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

                                       35
<PAGE>

this Article shall survive.

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

Section 703. Application of Trust Money.

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

                                 ARTICLE VIII

                          Events of Default; Remedies
                          ---------------------------
Section 801.  Events of Default.

    "Event of Default", wherever used herein with respect to Debt
Securities of any series, means, except as otherwise specified pursuant to
Section 301, any one of the following events:

    (a) failure to pay interest (including Additional Interest), if any,
  on any Debt Security of such series within thirty (30) days after the same
  becomes due and payable[ (whether or not payment is prohibited by the
  provisions of Article XV hereof); provided, however, that a valid extension
  of the interest payment period by the Company as contemplated in Section
  312 of this Indenture shall not constitute a failure to pay interest for

                                       36
<PAGE>

  this purpose]; or

    (b) failure to pay the principal of or premium, if any, on any Debt
  Security of such series when due and payable[(whether or not payment is
  prohibited by the provisions of Article XV hereof]; or

    (c) failure to perform or breach of any covenant or warranty of the
  Company in this Indenture (other than a covenant or warranty a default in
  the performance of which or breach of which is elsewhere in this Section
  specifically dealt with or which has expressly been included in this
  Indenture solely for the benefit of one or more series of Debt Securities
  other than such series) for a period of 60 days after there has been given,
  by registered or certified mail, to the Company by the Trustee, or to the
  Company and the Trustee by the Holders of at least 25% in principal amount
  of the Outstanding Debt Securities of such series, a written notice
  specifying such default or breach and requiring it to be remedied and
  stating that such notice is a "Notice of Default" hereunder, unless the
  Trustee, or the Trustee and the Holders of a principal amount of Debt
  Securities of such series not less than the principal amount of Debt
  Securities the Holders of which gave such notice, as the case may be, shall
  agree in writing to an extension of such period prior to its expiration;
  provided, however, that the Trustee, or the Trustee and the Holders of such
  principal amount of Debt Securities of such series, as the case may be,
  shall be deemed to have agreed to an extension of such period for a maximum
  of one hundred twenty (120) days if corrective action is initiated by the
  Company within such period and is being diligently pursued; or

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

    (e) the commencement by the Company of a voluntary case or proceeding
  under any applicable Federal or state bankruptcy, insolvency,
  reorganization or other similar law or of any other case or proceeding to
  be adjudicated a bankrupt or insolvent, or the consent by it to the entry
  of a decree or order for relief in respect of the Company in case or
  proceeding under any applicable Federal or state bankruptcy, insolvency,
  reorganization or other similar law or to the commencement of any
  bankruptcy or insolvency case or proceeding against it, or the filing by it
  of a petition or answer or consent seeking reorganization or relief under
  any applicable Federal or state law, or the consent by it to the filing of
  such petition or to the appointment of or taking possession by a custodian,
  receiver, liquidator, assignee, trustee, sequestrator or similar official
  of the Company or of any substantial part of its property, or the making by
  it of an assignment for the benefit of creditors, or the admission by it in
  writing of its inability to pay its debts generally as they become due, or
  the authorization of such action by the Board of Directors; or

    (f) [if applicable, failure by the Company to deliver the required
  securities or other rights upon an appropriate conversion or exchange
  election by Holders of the Debt Securities or the related Trust Preferred
  Securities; or

                                       37
<PAGE>

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

Section 802. Acceleration of Maturity; Rescission and Annulment.

    If an Event of Default due to the default in payment of principal of,
or premium, if any, or interest (including Additional Interest) on, any series
of Debt Securities or due to the default in the performance or breach of any
other covenant or warranty of the Company applicable to the Debt Securities of
such series but not applicable to all Outstanding Debt Securities shall have
occurred and be continuing, either the Trustee or the Holders of not less than
25% in principal amount of the Debt Securities of such series may then declare
the principal amount (or, if any of the Debt Securities of such series are
Discount Debt Securities, such portion of the principal amount as may be
specified in the terms thereof as contemplated by Section 301) of all Debt
Securities of such series and premium, if payment of any thereof be in default,
and interest (including Additional Interest) accrued thereon to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the Holders); provided that, in the case of the Debt Securities of a
series issued to a Trust, if, upon an Event of Default, the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Debt
Securities of such series fail to declare the principal of all the Outstanding
Debt Securities of such series to be immediately due and payable, the holders of
at least 25% in aggregate Liquidation Amount of the related series of Trust
Preferred Securities issued by such Trust then outstanding shall have the right
to make such declaration by notice in writing to the Company and the Trustee.
If an Event of Default due to default in the performance of any other of the
covenants or warranties herein applicable to all Outstanding Debt Securities or
an Event of Default specified in Section 801(d) or (e) shall have occurred and
be continuing, either the Trustee or the Holders of not less than 25% in
principal amount of all Debt Securities then Outstanding (considered as one
class), and not the Holders of the Debt Securities of any one of such series,
may declare the principal amount (or, if any of the Debt Securities are Discount
Debt Securities, such portion of the principal amount of such Debt Securities as
may be specified in the terms thereof as contemplated by Section 301) of all
Debt Securities and premium, if payment of any thereof be in default, and
interest accrued thereon to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders).  As a
consequence of each such declaration (herein referred to as a declaration of
acceleration) with respect to Debt Securities of any series, the principal
amount (or portion thereof in the case of Discount Debt Securities) of such Debt
Securities, premium, if any, and interest (including Additional Interest)
accrued thereon shall become due and payable immediately[ (provided that the
payment of principal of, premium, if any, and interest (including Additional
Interest) on such Debt Securities shall remain subordinated to the extent
provided in Article XV hereof)].

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

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

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

                                       38
<PAGE>

  sufficient to pay

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

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

      (3) any accrued Additional Interest on all Debt Securities of
    such series;

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

    and

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

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

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

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

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

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

Section 804. Trustee May File Proofs of Claim.

    In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Debt
Securities or the property of the Company or of such other obligor or their

                                       39
<PAGE>

creditors, the Trustee (irrespective of whether the principal of the Debt
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest (including
Additional Interest)) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

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

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

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

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

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

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

Section 806. Application of Money Collected.

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

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

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

                                       40
<PAGE>

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

Section 807. Limitation on Suits.

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

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

    (b) the Holders of not less than 25% in aggregate principal
  amount of the Outstanding Debt Securities of all series in respect of which
  an Event of Default shall have occurred and be continuing, considered as
  one class, shall have made written request to the Trustee to institute
  proceedings in respect of such Event of Default in its own name as Trustee
  hereunder;

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

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

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

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

Section 808. Unconditional Right of Holders to Receive Principal, Premium and
             Interest [; Direct Action by Holders of Trust Preferred
             Securities].

    Notwithstanding any other provision in this Indenture, the Holder of any
Debt Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and premium, if any, and (subject to Section
307[ and 312]) interest (including Additional Interest), if any, on such Debt
Security on the Stated Maturity or Maturities expressed in such Debt Security
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder. [In the case of Debt Securities of a series
originally issued to a Trust, any registered holder of the series of Trust
Preferred Securities issued by such Trust shall have the right, upon the
Occurrence of an Event of Default described in Section 801(a), 801(b) or 801(f)
and an Event of Default has occurred and is continuing under the applicable
Trust Agreement, to institute a suit directly against the Company for
enforcement of Payment to such holder of principal of, premium, if any, and
(subject to Sections 307 and 312) interest (including Additional Interest), if
any, on the Debt Securities having a principal amount equal to the aggregate
Liquidation Amount

                                       41
<PAGE>

of such Trust Preferred Securities held by such holder.]

Section 809. Restoration of Rights and Remedies.

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

Section 810. Rights and Remedies Cumulative.

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

Section 811. Delay or Omission Not Waiver.

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

Section 812. Control by Holders of Debt Securities.

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

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

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

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

                                       42
<PAGE>

Section 813.   Waiver of Past Defaults.

    The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
the Debt Securities of such series [and, in the case of any Debt Securities of a
series initially issued to a Trust, the holders of a majority in aggregate
Liquidation Amount of the Trust Preferred Securities issued by such Trust may on
behalf of the holders of all the Trust Preferred Securities issued by such
Trust,] waive any past default hereunder with respect to such series and its
consequences, except a default

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

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

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

Section 814.   Undertaking for Costs.

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

Section 815.   Waiver of Stay or Extension Laws.

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

                                       43
<PAGE>

                                  ARTICLE IX

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

Section 901.   Certain Duties and Responsibilities.

    (a)  The Trustee shall have and be subject to all the duties and
  responsibilities specified with respect to an indenture trustee in the
  Trust Indenture Act, and no implied covenants or obligations shall be read
  into this Indenture against the Trustee.  For purposes of Sections 315(a)
  and 315(c) of the Trust Indenture Act, the term "default" is hereby defined
  as an Event of Default which has occurred and is continuing.

    (b)  The Trustee, prior to the occurrence of an Event of Default and
  after the curing or waiving of all Events of Default which may have
  occurred, undertakes to perform such duties and only such duties as are
  specifically set forth in this Indenture. In case an Event of Default of
  which a Responsible Officer of the Trustee has actual knowledge has
  occurred (which has not been cured or waived), the Trustee shall exercise
  such of the rights and powers vested in it by this Indenture, and use the
  same degree of care and skill in their exercise, as a prudent person would
  exercise or use under the circumstances in the conduct of such person's own
  affairs.

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

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

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

    (d)  The Trustee shall not be liable for any error of judgment made in
  good faith by a Responsible Officer or Officers of the Trustee, unless it
  shall be proven that the Trustee was negligent in ascertaining the
  pertinent facts.

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

    (f)  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

                                       44
<PAGE>

  of its rights or powers, if it shall have reasonable grounds for believing
  that repayment of such funds or adequate indemnity, satisfactory to the
  Trustee in its reasonable judgment, against such risk or liability is not
  reasonably assured to it.

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

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

Section 902.   Notice of Defaults.

    The Trustee shall give the Holders notice of any default hereunder
with respect to the Debt Securities of any series to the Holders of Debt
Securities of such series of which it has knowledge (within the meaning of
Section 903(h) hereof) in the manner and to the extent required to do so by the
Trust Indenture Act, unless such default shall have been cured or waived;
provided, however, that in the case of any default of the character specified in
Section 801(c), no such notice to Holders shall be given until at least 60 days
after the occurrence thereof.  For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time, or both,
would become, an Event of Default.

Section 903.   Certain Rights of Trustee.

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

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

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

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

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

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

                                       45
<PAGE>

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

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

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

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

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

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

Section 905.   May Hold Debt Securities.

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

Section 906.   Money Held in Trust.

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

Section 907.   Compensation and Reimbursement.

    The Company shall

    (a)  pay to the Trustee from time to time reasonable compensation for
  all services rendered by it hereunder (which compensation shall not be

                                       46
<PAGE>

  limited by any provision of law in regard to the compensation of a trustee
  of an express trust);

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

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

    (d)  pay all debts and obligations (other than with respect to the
  Trust Preferred Securities and the Trust Common Securities) and all
  reasonable costs and expenses of any Trust to which Debt Securities are
  originally issued (including without limitation all reasonable costs and
  expenses relating to the organization of such Trust, the fees and expenses
  of the trustees and all costs and expenses relating to the operation of
  such Trust) and to pay any and all taxes, duties, assessments or
  governmental charges of whatever nature (other than withholding taxes)
  imposed on such Trust by the United States, or any taxing authority, so
  that the net amounts received and retained by such Trust and its Property
  Trustee after paying such expenses will be equal to the amounts such Trust
  and its Property Trustee would have received had no such costs or expenses
  been incurred by or imposed on such Trust; provided that (i) the foregoing
  obligations of the Company pursuant to this clause (d) are for the benefit
  of, and shall be enforceable by, any person to whom any such debts,
  obligations, costs, expenses and taxes are owed (each, a "Creditor")
  whether or not such Creditor has received notice thereof; (ii) any such
  Creditor may enforce such obligations directly against the Company, and the
  Company irrevocably waives any right or remedy to require that any such
  Creditor take any action against such Trust or any other person before
  proceeding against the Company; and (iii) the Company shall execute such
  additional agreements as may be necessary or desirable to give full effect
  to the foregoing].

    As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Debt Securities
upon all property and funds held or collected by the Trustee as such other than
property and funds held in trust under Section 703 (except as otherwise provided
in Section 703).  "Trustee" for purposes of this Section shall include any
predecessor Trustee; provided, however, that the negligence, willful misconduct
or bad faith of any Trustee hereunder shall not affect the rights of any other
Trustee hereunder.

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

                                       47
<PAGE>

compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

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

Section 908.   Disqualification; Conflicting Interests.

    If the Trustee shall have or acquire any conflicting interest within
the meaning of the Trust Indenture Act, it shall either eliminate such
conflicting interest or resign to the extent, in the manner and with the effect,
and subject to the conditions, provided in the Trust Indenture Act and this
Indenture.  For purposes of Section 310(b)(1) of the Trust Indenture Act and to
the extent permitted thereby, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a Trustee under (i) this Indenture with
respect to Debt Securities of more than one series, (ii) the Indenture (For
[Subordinated] Debt Securities), dated as of _____________, 200_,  or (iii) the
Mortgage and Deed of Trust, dated as of May 1, 1940, as supplemented, or with
respect to the securities issued thereunder.  [Each Guarantee with respect to a
Trust shall be deemed to be sufficiently described in this Indenture for the
purposes of clause (i) of the first proviso contained in Section 310(b) of the
Trust Indenture Act.]

Section 909.   Corporate Trustee Required; Eligibility.

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

    (a)  a corporation organized and doing business under the laws of the
  United States, any State or Territory thereof or the District of Columbia,
  authorized under such laws to exercise corporate trust powers, having a
  combined capital and surplus of at least $50,000,000 and subject to
  supervision or examination by Federal or State authority, or

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

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

Section 910.   Resignation and Removal; Appointment of Successor.

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

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

                                       48
<PAGE>

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

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

    (d)  If at any time:

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

      (2)  the Trustee shall cease to be eligible under Section 909 and
    shall fail to resign after written request therefor by the Company or
    by any Holder who has been a bona fide Holder for at least six months, or

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

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

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

                                       49
<PAGE>

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

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

Section 911. Acceptance of Appointment by Successor.

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

    (b)  In case of the appointment hereunder of a successor Trustee with
  respect to the Debt Securities of one or more (but not all) series, the
  Company, the retiring Trustee and each successor Trustee with respect to
  the Debt Securities of one or more series shall execute and deliver an
  indenture supplemental hereto wherein each successor Trustee shall accept
  such appointment and which (1) shall contain such provisions as shall be
  necessary or desirable to transfer and confirm to, and to vest in, each
  successor Trustee all the rights, powers, trusts and duties of the retiring
  Trustee with respect to the Debt Securities of that or those series to
  which the appointment of such successor Trustee relates, (2) if the
  retiring Trustee is not retiring with respect to all Debt Securities, shall
  contain such provisions as shall be deemed necessary or desirable to
  confirm that all the rights, powers, trusts and duties of the retiring
  Trustee with respect to the Debt Securities of that or those series as to
  which the retiring Trustee is not retiring shall continue to be vested in
  the retiring Trustee and (3) shall add to or change any of the provisions
  of this Indenture as shall be necessary to provide for or facilitate the
  administration of the trusts hereunder by more than one Trustee, it being

                                       50
<PAGE>

  understood that nothing herein or in such supplemental indenture shall
  constitute such Trustees co-trustees of the same trust and that each such
  Trustee shall be trustee of a trust or trusts hereunder separate and apart
  from any trust or trusts hereunder administered by any other such Trustee;
  and upon the execution and delivery of such supplemental indenture the
  resignation or removal of the retiring Trustee shall become effective to
  the extent provided therein and each such successor Trustee, without any
  further act, deed or conveyance, shall become vested with all the rights,
  powers, trusts and duties of the retiring Trustee with respect to the Debt
  Securities of that or those series to which the appointment of such
  successor Trustee relates; but, on request of the Company or any successor
  Trustee, such retiring Trustee, upon payment of all sums owed to it, shall
  duly assign, transfer and deliver to such successor Trustee all property
  and money held by such retiring Trustee hereunder with respect to the Debt
  Securities of that or those series to which the appointment of such
  successor Trustee relates.

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

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

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

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

Section 913.  Preferential Collection of Claims Against Company.

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

Section 914.  Co-trustees and Separate Trustees.

    At any time or times, for the purpose of meeting the legal
requirements of any applicable jurisdiction, the Company and the Trustee shall
have power to appoint, and, upon the written request of the Trustee or of the
Holders of at least thirty-three per centum (33%) in principal amount of the
Debt Securities then Outstanding, the Company shall for such purpose join with
the Trustee in the execution and delivery of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Trustee
either to act as co-trustee, jointly with the Trustee, or to act as separate
trustee, in either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons, in the capacity aforesaid,
any property, title, right or power deemed necessary or desirable, subject to

                                       51
<PAGE>

the other provisions of this Section.  If the Company does not join in such
appointment within 15 days after the receipt by it of a request so to do, or if
an Event of Default shall have occurred and be continuing, the Trustee alone
shall have power to make such appointment.

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

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

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

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

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

    (d)  no co-trustee or separate trustee hereunder shall be personally
  liable by reason of any act or omission of the Trustee, or any other such
  trustee hereunder; and

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

Section 915.   Appointment of Authenticating Agent.

    The Trustee may appoint an Authenticating Agent or Agents with respect to
the Debt Securities of one or more series, or any Tranche thereof, which shall
be authorized to act on behalf of the Trustee to authenticate Debt Securities of
such series or Tranche issued upon original issuance, exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and Debt
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Debt Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent

                                       52
<PAGE>

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

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

    An Authenticating Agent may resign at any time by giving 45 days
written notice thereof to the Trustee and to the Company.  The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company.  Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company.  Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent.  No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

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

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

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

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

Dated:___________________________

                                        By ___________________________
                                             As Trustee


                                        By ___________________________
                                             As Authenticating Agent

                                       53
<PAGE>

                                        By ___________________________
                                             Authorized Signatory

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

                                   ARTICLE X

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

Section 1001.  Lists of Holders.

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

Section 1002.  Reports by Trustee and Company.

    Annually, not later than _______________ in each year, commencing
_______________, the Trustee shall transmit to the Holders, the Commission and
each securities exchange upon which any Debt Securities are listed, a report,
dated as of the next preceding _______________, with respect to any events and
other matters described in Section 313(a) of the Trust Indenture Act, in such
manner and to the extent required by the Trust Indenture Act.  The Trustee shall
transmit to the Holders, the Commission and each securities exchange upon which
any Debt Securities are listed, and the Company shall file with the Trustee
(within thirty (30) days after filing with the Commission in the case of reports
which pursuant to the Trust Indenture Act must be filed with the Commission and
furnished to the Trustee) and transmit to the Holders, such other information,
reports and other documents, if any, at such times and in such manner, as shall
be required by the Trust Indenture Act.

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

                                       54
<PAGE>

(as to which the Trustee is entitled to rely exclusively on Officer's
Certificates).

                                  ARTICLE XI

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

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

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

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

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

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

Section 1102.  Successor Corporation Substituted.

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

                                  ARTICLE XII

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

Section 1201.  Supplemental Indentures Without Consent of Holders.

    Without the consent of any Holders, the Company and the Trustee, at
any time and from time to time, may enter into one or more indentures

                                       55
<PAGE>

supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

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

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

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

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

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

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

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

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

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

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

                                       56
<PAGE>

    (k)  to cure any ambiguity or to correct or supplement any provision
  herein which may be defective or inconsistent with any other provision
  herein; provided that no such changes or additions shall adversely affect
  the interests of the Holders of Debt Securities of any series or Tranche in
  any material respect[ or, in the case of the Debt Securities of a series
  issued to a Trust and for so long as any of the corresponding series of
  Trust Preferred Securities issued by such Trust shall remain outstanding,
  the holders of such Trust Preferred Securities].

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

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

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

Section 1202.  Supplemental Indentures With Consent of Holders.

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

    (a)  change the Stated Maturity of the principal of, or any
  installment of principal of or interest (including Additional Interest) on[
  (except as provided in Section 312 hereof)] any Debt Security, or reduce
  the principal amount thereof or the rate of interest thereon (or the amount
  of any installment of interest thereon) or change the method of calculating
  such rate or reduce any premium payable upon the redemption thereof, or
  reduce the amount of the principal of a Discount Debt Security that would
  be due and payable upon a declaration of acceleration of the Maturity
  thereof pursuant to Section 802, or change the coin or currency (or other
  property), in which any Debt Security or any premium or the interest

                                       57
<PAGE>

  (including any Additional Interest) thereon is payable, or impair the right
  to institute suit for the enforcement of any such payment on or after the
  Stated Maturity of any Debt Security (or, in the case of redemption, on or
  after the Redemption Date), without, in any such case, the consent of the
  Holder of such Debt Security, or

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

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

provided, further, that, in the case of the Debt Securities of a series
originally issued to a Trust, so long as any of the corresponding series of
Trust Preferred Securities issued by such Trust remains outstanding, (i) no such
amendment shall be made that adversely affects the holders of such Trust
Preferred Securities in any material respect, and no termination of this
Indenture shall occur, and no waiver of any Event of Default or compliance with
any covenant under this Indenture shall be effective, without the prior consent
of the holders of at least a majority of the aggregate Liquidation Amount of
such Trust Preferred Securities then outstanding unless and until the principal
of (and premium, if any, on) the Debt Securities of such series and all accrued
and (subject to Section 307) unpaid interest (including any Additional Interest)
thereon have been paid in full or provision therefor shall have been made in
accordance with Article VII, and (ii) no amendment shall be made to Section 808
of this Indenture that would impair the rights of the holders of Trust Preferred
Securities issued by a Trust provided therein without the prior consent of the
holders of each such Trust Preferred Security then outstanding unless and until
the principal of (and premium, if any, on) the Debt Securities of such series
and all accrued and (subject to Section 307) unpaid interest (including any
Additional Interest) thereon have been paid in full or provision therefor shall
have been made in accordance with Article VII.

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

    Upon the request of the Company, accompanied by a copy of the Board
Resolution authorizing the execution of any such supplemental indenture,
compliance by the Company with Section 1203 hereof, and the filing with the

                                       58
<PAGE>

Trustee of evidence of the consent of the Holders of the Debt Securities
required hereunder with respect to the proposed supplemental indenture, the
Trustee shall join with the Company in the execution of such supplemental
indenture unless the supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture, or otherwise, in which case the
Trustee may in its discretion but shall not be obligated to enter into such
supplemental indenture.

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

Section 1203.  Execution of Supplemental Indentures.

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

Section 1204.  Effect of Supplemental Indentures.

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

Section 1205.  Conformity With Trust Indenture Act.

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

Section 1206.  Reference in Debt Securities to Supplemental Indentures.

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

Section 1207.  Modification Without Supplemental Indenture.

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

                                       59
<PAGE>

supplemental indenture shall have been appropriately satisfied.  Upon the
acceptance thereof by the Trustee, any such supplemental Board Resolution or
Officer's Certificate shall be deemed to be a "supplemental indenture" for
purposes of Section 1204 and 1206.

                                 ARTICLE XIII

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

Section 1301.  Purposes for Which Meetings May be Called.

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

Section 1302.  Call, Notice and Place of Meetings.

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

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

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

Section 1303.  Persons Entitled to Vote at Meetings.

    To be entitled to vote at any meeting of Holders of Debt Securities of
one or more, or all, series, or any Tranche or Tranches thereof, a Person shall
be (a) a Holder of one or more Outstanding Debt Securities of such series or
Tranches, or (b) a Person appointed by an instrument in writing as proxy for a
Holder or Holders of one or more Outstanding Debt Securities of such series or

                                       60
<PAGE>

Tranches by such Holder or Holders.  The only Persons who shall be entitled to
attend any meeting of Holders of Debt Securities of any series or Tranche shall
be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

Section 1304.  Quorum; Action.

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

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

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

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

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

                                       61
<PAGE>

  revoked by the Holder or future Holder of such Debt Securities before being
  voted.

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

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

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

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

Section 1306.  Counting Votes and Recording Action of Meetings.

    The vote upon any resolution submitted to any meeting of Holders shall
be by written ballots on which shall be subscribed the signatures of the Holders
or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Debt Securities, of the series and Tranches with
respect to which the meeting shall have been called, held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports of all votes cast at the meeting. A record of the
proceedings of each meeting of Holders shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was given as provided in Section 1302
and, if applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be

                                       62
<PAGE>

preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

Section 1307.  Action Without Meeting.

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

                                  ARTICLE XIV

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

Section 1401.  Liability Solely Corporate.

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

                                  [ARTICLE XV

                          Subordination of Securities
                          ---------------------------

Section 1501.  Securities Subordinate to Senior Indebtedness.

    The Company, for itself, its successors and assigns, covenants and agrees,
and each Holder of the Debt Securities of each series, by its acceptance
thereof, likewise covenants and agrees, that the payment of the principal of and
premium, if any, and interest (including Additional Interest), if any, on each
and all of the Debt Securities of any series which by their terms established
pursuant to Sections 201 and 301 are made subject to this Article XV is hereby
expressly subordinated, to the extent and in the manner set forth in this
Article, in right of payment to the prior payment in full of all Senior
Indebtedness.

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

                                       63
<PAGE>

    Without limiting the generality of the foregoing, nothing contained in
this Article shall restrict the right of the Trustee or the Holders of
Securities to take any action to declare the Debt Securities to be due and
payable prior to their stated maturity pursuant to Section 802 or to pursue any
rights or remedies hereunder; provided, however, that all Senior Indebtedness
then due and payable shall first be paid in full before the Holders of the Debt
Securities or the Trustee are entitled to receive any direct or indirect payment
from the Company of principal of, or premium, if any, or interest (including any
Additional Interest) on the Debt Securities.

Section 1502.  Payment Over of Proceeds Upon Dissolution, Etc..

    Upon any payment by the Company or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding-up or liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
of the Company shall first be paid in full; or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company,
on account of the principal (and premium, if any) or interest on the Debt
Securities of such series ; and upon any such dissolution or winding-up or
liquidation or reorganization; any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the Holders of the Debt Securities of such series or the
Trustee would be entitled to receive from the Company, except for the provisions
of this Article, shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidation trustee, agent or other Person making such payment or
distribution, or by the Holders of the Debt Securities of such series or by the
Trustee under the Indenture if received by them or it, directly to the holders
of Senior Indebtedness of the Company (pro rata to such holders on the basis of
the respective amounts of Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness in
full, in money or money's worth, after giving effect to any concurrent payment
or distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Holders of the Debt Securities of such
series or to the Trustee.

    In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received
by the Trustee before all Senior Indebtedness of the Company is paid in full,
or provision is made for such payment in money in accordance with its terms,
such payment or distribution shall be held in trust for the benefit of and shall
be paid over or delivered to the holders of such  Senior Indebtedness or
their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing such Senior
Indebtedness may have been issued, and their respective interests may appear,
as calculated by the Company, for application to the payment of all Senior
Indebtedness of the Company, as the case may be, remaining unpaid to the extent
necessary to pay such Senior Indebtedness in full in money in accordance
with its terms, after giving effect to any concurrent payment or distribution
to or for the benefit of the holders of such Senior Indebtedness.

    For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company
as reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment which
are subordinated in right of payment to all Senior Indebtedness which may at
the time be outstanding to substantially the same extent as, or to a greater
extent than, the Debt Securities of such series are so subordinated as
provided in this Article. The consolidation of the Company with, or the merger

                                       64
<PAGE>

of the Company into, another Person or the liquidation or dissolution of the
Company following the conveyance or transfer of its properties and assets
substantially as an entirety to another Person upon the terms and conditions set
forth in Article XI shall not be deemed a dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of assets
and liabilities of the Company for the purposes of this Section if the Person
formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance or transfer such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article XI.

Section 1503.  Prior Payment to Senior Indebtedness Upon Acceleration of
Debt Securities of Such Series.

    In the event that any Debt Securities of such series are declared due
and payable before their Stated Maturity, then and in such event the holders of
Senior Indebtedness shall be entitled to receive payment in full of all amounts
due or to become due on or in respect of all Senior Indebtedness or provision
shall be made for such payment in cash, before the Holders of the Debt
Securities of such series are entitled to receive any payment (including any
payment which may be payable by reason of the payment of any other indebtedness
of the Company being subordinated to the payment of the Debt Securities of such
series) by the Company on account of the principal of (or premium, if any) or
interest on the Debt Securities of such series or on account of the purchase or
other acquisition of Debt Securities of such series; provided, however, that
nothing in this Section shall prevent the satisfaction of any sinking fund
payment in accordance with Article V by delivering and crediting pursuant to
Section 502 Debt Securities of such series which have been acquired (upon
redemption or otherwise) prior to such declaration of acceleration or which have
been converted.

    In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Debenture prohibited
by the foregoing provisions of this Section, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such payment shall be paid
over and delivered forthwith to the Company.

Section 1504. No Payment When Senior Indebtedness in Default.

    No direct or indirect payment by or on behalf of the Company of principal of
or any premium or interest on or Additional Amounts with respect to the Debt
Securities of such series, whether pursuant to the terms of the Securities or
upon acceleration or otherwise, shall be made if, at the time of such payment,
there exists (a) a default in the payment of all or any portion of any Senior
Indebtedness and the Trustee has received written notice thereof from the
Company, from holders of Senior Indebtedness or from any trustee, representative
or agent therefor, or (b) any other default affecting Senior Indebtedness as a
result of which the maturity of Senior Indebtedness has been accelerated and the
Trustee has received written notice from the Company, from holders of Senior
Indebtedness or from any trustee, representative or agent therefor, and such
default shall not have been cured or waived by or on behalf of the holders of
such Senior Indebtedness.

    In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee when such payment is prohibited by the
preceding paragraph of this Section 1504 such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, but only to the
extent that the holders of the Senior Indebtedness (or their representative
or representatives or a trustee) notify the Trustee in writing within 90 days

                                       65
<PAGE>

of such payment of the amounts then due and owing on the Senior Indebtedness
and only the amounts specified in such notice to the Trustee shall be paid to
the holders of Senior Indebtedness.

Section 1505. Payment Permitted in Certain Situations.

    Nothing contained in this Article or elsewhere in this Indenture or in any
of the Debt Securities of such series shall prevent (a) the Company, at any time
except during the pendency of any dissolution, winding-up, liquidation or
reorganization of the Company, whether voluntary or involuntary or any
bankruptcy, insolvency, receivership or other proceedings of the Company
referred to in Section 1502 or under the conditions described in Section 1503 or
1504, from making payments at any time of principal of or premium, if any, or
interest on the Debt Securities of such series, or (b) the application by the
Trustee of any money deposited with it hereunder to the payment of or on account
of the principal of, or premium, if any, or interest on the Debt Securities of
such series or the retention of such payment by the Holders, if, at the time of
such application by the Trustee, it did not have knowledge that such payment
would have been prohibited by the provisions of this Article.

Section 1506. Subrogation to Rights of Holders of Senior Indebtedness.

    Subject to the payment in full of all Senior Indebtedness or the
provision for such payment in cash or cash equivalents or otherwise in
a manner satisfactory to the holders of Senior Indebtedness, the rights of
the Holders of Debt Securities of such series shall be subrogated to the extent
of the payments or distributions made to the holders of such Senior
Indebtedness pursuant to the provisions of this Article (equally and ratably
with the holders of indebtedness of the Company which by its express
terms is subordinated to indebtedness of the Company to substantially the same
extent as the Debt Securities of such series are subordinated to the
Senior Indebtedness and is entitled to like rights of subrogation) to the
rights of the holders of such Senior Indebtedness to receive payments
and distributions of cash, property and securities applicable to the
Senior Indebtedness until the principal of (and premium, if any) and interest
on the Debt Securities of such series shall be paid in full. For purposes
of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness of any cash, property or securities to which the Holders
of Debt Securities of such series or the Trustee would be entitled except
for the provisions of this Article, and no payments over pursuant to the
provisions of this Article to or for the benefit of the holders of Senior
Indebtedness by Holders of Debt Securities of such series or the Trustee, shall,
as among the Company, its creditors other than holders of Senior Indebtedness
and the Holders of Debt Securities of such series, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

Section 1507. Provisions Solely to Define Relative Rights.

    The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of Debenture on the
one hand and the holders of Senior Indebtedness on the other hand.  Nothing
contained in this Article or elsewhere in this Indenture or in the Debt
Securities of such series is intended to or shall (a) impair, as among the
Company, its creditors other than holders of Senior Indebtedness and the Holders
of Debt Securities of such series, the obligation of the Company, which is
absolute and unconditional (and which, subject to the rights under this Article
of the holders of Senior Indebtedness, is intended to rank equally with all
other general obligations of the Company), to pay to the Holders of Debt
Securities of such series the principal of (and premium, if any) and interest on
the Debt Securities of such series as and when the same shall become due and
payable in accordance with their terms; or (b) affect the relative rights
against the Company of the Holders of Debt Securities of such series and
creditors of the Company, as the case may be, other than the holders of Senior
Indebtedness;

                                       66
<PAGE>

or (c) prevent the Trustee or the Holder of any Debenture from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the holders of
Senior Indebtedness to receive cash, property and securities otherwise payable
or deliverable to the Trustee or such Holder.

Section 1508. Trustee to Effectuate Subordination.

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

Section 1509. No Waiver of Subordination Provisions.

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

    Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of
the Debt Securities of such series, without incurring responsibility to the
Holders of Debt Securities of such series and without impairing or
releasing the subordination provided in this Article or the obligations
hereunder of the Holders of Debt Securities of such series to the holders
of Senior Indebtedness do any one or more of the following: (a) change the
manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Indebtedness or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement
under which Senior Indebtedness is outstanding; (b) sell, exchange, release
or otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (c) release any Person liable in any manner for the
collection of Senior Indebtedness; and (d) exercise or refrain from exercising
any rights against the Company and any other Person.

Section 1510. Notice to Trustee.

    The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company which would prohibit the making
of any payment to or by the Trustee in respect of the Debt Securities of
such series pursuant to the provisions of this Article. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts
which would prohibit the making of any payment to or by the Trustee in respect
of the Debt Securities of such series pursuant to the provisions of this
Article, unless and until a Responsible Officer of the Trustee shall
have received written notice thereof from the Company or a holder or holders
of Senior Indebtedness or from any trustee therefor; and, prior to the receipt
of any such written notice, the Trustee, subject to the provisions of
Section 903, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall have not received
the notice provided for in this Section at least two Business Days prior to
the date upon which by the terms hereof any money may become payable for
any purpose (including, without limitation, the payment of the principal
of (or premium, if any) or interest on any Debt Securities of such series,
then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such money and to

                                       67
<PAGE>

apply the same to the purposes for which they were received, and shall not
be affected by any notice to the contrary that may be received by it
within two Business Days prior to such date.

    Subject to the provisions of Section 903, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee
therefor) to establish that such notice has been given by a holder of
Senior Indebtedness (or a trustee therefor). In the event that the Trustee
determines in good faith that further evidence is required with respect to
the right of any Person as a holder of Senior Indebtedness to participate
in any payment or distribution pursuant to this Article, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Indebtedness held by such Person, the
extent to which such Person is purposes of this Article only, (a) the issuance
and delivery of junior securities (or cash paid in lieu of fractional
shares) upon conversion of Debt Securities of such series in accordance with
their terms, or pursuant to the terms set forth in an Officers' Certificate
or established in one or more indentures supplemental hereto in accordance
with Section 301, shall not be deemed to constitute a payment or distribution
on account of the principal of or premium or interest on Debt Securities
of such series or on account of the purchase or other acquisition of Debt
Securities of such series, and (b) the payment, issuance or delivery of cash,
property or securities (other than junior securities and cash paid in
lieu of fractional shares) upon conversion of a Debenture shall be
deemed to constitute payment on account of the principal of such Debenture.
For the purposes of this Section, the term "junior securities" means (i) shares
of any stock of any class of the Company and (ii) securities of the Company
which are subordinated in right of payment to all Senior Indebtedness which
may be outstanding at the time of issuance or delivery of such securities
to substantially the same extent as, or to a greater extent than, the Debt
Securities of such series are so subordinated as provided in this Article.
Nothing contained in this Article or elsewhere in this Indenture or in
the Debt Securities of such series is intended to or shall impair, as
among the Company, its creditors other than holders of Senior Indebtedness
and the Holders of Debt Securities of such series, the right, which is
absolute and unconditional, of the Holder of any Debenture to convert such
Debenture in accordance with their terms.

                             ____________________

    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.

                                       68
<PAGE>

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

                                        DEVON ENERGY CORPORATION


                                        By:____________________________
                                        Name:__________________________
                                        Title:_________________________

[SEAL]

ATTEST:

_______________________________
By:____________________________
Name:__________________________
Title:_________________________


                      (Trustee's Signature Page Follows)

                                       69
<PAGE>

                                        _______________________________, Trustee


                                        By:_____________________________________
                                                Authorized Representative

[SEAL]

ATTEST:

_________________________________
    Authorized Representative

                                       70