<PAGE>


                                                                     EXHIBIT 4.1

                        SAN DIEGO GAS & ELECTRIC COMPANY

                                       TO

                      U.S. BANK TRUST NATIONAL ASSOCIATION

                                     Trustee

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



                                Senior Indenture

                          Dated as of ________________

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

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

<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                                          INDENTURE SECTION
---------------                                                                        -----------------
<S>                                                                                    <C>
Section 310(a)(1)................................................................            609
           (a)(2)................................................................            609
           (a)(3)................................................................            Not Applicable
           (a)(4)................................................................            Not Applicable
           (b)...................................................................            608
                                                                                             610
Section 311(a)...................................................................            613
           (b)...................................................................            613
Section 312(a)...................................................................            701
                                                                                             702
           (b)...................................................................            702
           (c)...................................................................            702
Section 313(a)...................................................................            703
           (b)...................................................................            703
           (c)...................................................................            703
           (d)...................................................................            703
Section 314(a)...................................................................            704
           (a)(4)                                                                            101
                                                                                             1005
           (b)...................................................................            Not Applicable
           (c)(1)................................................................            102
           (c)(2)................................................................            102
           (c)(3)................................................................            Not Applicable
           (d)...................................................................            Not Applicable
           (e)...................................................................            102
Section 315(a)...................................................................            601
           (b)...................................................................            602
           (c)...................................................................            601
           (d)...................................................................            601
           (e)...................................................................            514
Section 316(a)...................................................................            101
           (a)(1)(A).............................................................            502
                                                                                             512
           (a)(1)(B).............................................................            513
           (a)(2)................................................................            Not Applicable
           (b)...................................................................            508
           (c)...................................................................            104
Section 317(a)(1)................................................................            503
           (a)(2)................................................................            504
           (b)...................................................................            1003
Section 318(a)...................................................................            107
</TABLE>
_____________
Note:  This reconciliation and tie shall not, for any purpose, be deemed to be a
part of this Indenture.

                                       i
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
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                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>
Parties....................................................................................................   1

Recitals of the Corporation................................................................................   1


ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                      APPLICATION..........................................................................   1

     Section 101.     Definitions..........................................................................   1
     Section 102.     Compliance Certificates and Opinions.................................................   7
     Section 103.     Form of Documents Delivered to Trustee...............................................   7
     Section 104.     Acts of Holders; Record Dates........................................................   8
     Section 105.     Notices, Etc., to Trustee and Corporation............................................  11
     Section 106.     Notice to Holders; Waiver............................................................  11
     Section 107.     Conflict with Trust Indenture Act....................................................  11
     Section 108.     Effect of Headings and Table of Contents.............................................  12
     Section 109.     Successors and Assigns...............................................................  12
     Section 110.     Separability Clause..................................................................  12
     Section 111.     Benefits of Indenture................................................................  12
     Section 112.     Governing Law........................................................................  12
     Section 113.     Legal Holidays.......................................................................  12

ARTICLE II. SECURITY FORMS.................................................................................  13

     Section 201.     Forms Generally......................................................................  13
     Section 202.     Form of Face of Security.............................................................  13
     Section 203.     Form of Reverse of Security..........................................................  15
     Section 204.     Form of Legend for Global Securities.................................................  20
     Section 205.     Form of Trustee's Certificate of Authentication......................................  20

ARTICLE III. THE SECURITIES................................................................................  20

     Section 301.     Amount Unlimited; Issuable in Series.................................................  20
     Section 302.     Denominations........................................................................  24
     Section 303.     Execution, Authentication, Delivery and Dating.......................................  24
     Section 304.     Temporary Securities.................................................................  26
     Section 305.     Registration, Registration of Transfer and Exchange..................................  26
     Section 306.     Mutilated, Destroyed, Lost and Stolen Securities.....................................  29
     Section 307.     Payment of Interest; Interest Rights Preserved.......................................  30
     Section 308.     Persons Deemed Owners................................................................  31
     Section 309.     Cancellation.........................................................................  31
     Section 310.     Computation of Interest..............................................................  32
     Section 311.     CUSIP Numbers........................................................................  32
</TABLE>

                                      ii
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                                  <C>
ARTICLE IV. SATISFACTION AND DISCHARGE...........................................................................    32

     Section 401.     Satisfaction and Discharge of Indenture....................................................    32
     Section 402.     Application of Trust Money.................................................................    33

ARTICLE V. REMEDIES..............................................................................................    34

     Section 501.     Events of Default..........................................................................    34
     Section 502.     Acceleration of Maturity; Rescission and Annulment.........................................    36
     Section 503.     Collection of Indebtedness and Suits for Enforcement by Trustee............................    37
     Section 504.     Trustee May File Proofs of Claim...........................................................    38
     Section 505.     Trustee May Enforce Claims Without Possession of Securities................................    39
     Section 506.     Application of Money Collected.............................................................    39
     Section 507.     Limitation on Suits........................................................................    40
     Section 508.     Unconditional Right of Holders to Receive Principal, Premium and Interest..................    40
     Section 509.     Restoration of Rights and Remedies.........................................................    40
     Section 510.     Rights and Remedies Cumulative.............................................................    41
     Section 511.     Delay or Omission Not Waiver...............................................................    41
     Section 512.     Control By Holders.........................................................................    41
     Section 513.     Waiver of Past Defaults....................................................................    42
     Section 514.     Undertaking for Costs......................................................................    42
     Section 515.     Waiver of Stay or Extension Laws...........................................................    43

ARTICLE VI. THE TRUSTEE..........................................................................................    43

     Section 601.     Certain Duties and Responsibilities........................................................    43
     Section 602.     Notice of Defaults.........................................................................    43
     Section 603.     Certain Rights of Trustee..................................................................    44
     Section 604.     Not Responsible for Recitals or Issuance of Securities.....................................    45
     Section 605.     May Hold Securities........................................................................    45
     Section 606.     Money Held in Trust........................................................................    45
     Section 607.     Compensation and Reimbursement.............................................................    46
     Section 608.     Conflicting Interests......................................................................    46
     Section 609.     Corporate Trustee Required; Eligibility....................................................    47
     Section 610.     Resignation and Removal; Appointment of Successor..........................................    47
     Section 611.     Acceptance of Appointment by Successor.....................................................    48
     Section 612.     Merger, Conversion, Consolidation or Succession to Business................................    50
     Section 613.     Preferential Collection of Claims Against Corporation......................................    50
     Section 614.     Appointment of Authenticating Agent........................................................    50
     Section 615.     Trustee's Application for Instructions from the Corporation................................    52

ARTICLE VII. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND CORPORATION...............................................    52

     Section 701.     Corporation to Furnish Trustee Names and Addresses of Holders..............................    52
     Section 702.     Preservation of Information; Communications to Holders.....................................    53
     Section 703.     Reports by Trustee.........................................................................    53
</TABLE>

                                      iii
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                                  <C>
     Section 704.     Reports by Corporation.....................................................................    53

ARTICLE VIII. CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER......................................................    54

     Section 801.     Corporation May Consolidate, Etc., on Certain Terms........................................    54
     Section 802.     Successor Substituted......................................................................    55

ARTICLE IX. SUPPLEMENTAL INDENTURES..............................................................................    56

     Section 901.     Supplemental Indentures Without Consent of Holders.........................................    56
     Section 902.     Supplemental Indentures With Consent of Holders............................................    57
     Section 903.     Execution of Supplemental Indentures.......................................................    58
     Section 904.     Effect of Supplemental Indentures..........................................................    58
     Section 905.     Conformity with Trust Indenture Act........................................................    58
     Section 906.     Reference in Securities to Supplemental Indentures.........................................    59

ARTICLE X. COVENANTS.............................................................................................    59

     Section 1001.    Payment of Principal, Premium and Interest.................................................    59
     Section 1002.    Maintenance of Office or Agency............................................................    59
     Section 1003.    Money for Securities Payments to Be Held in Trust..........................................    60
     Section 1004.    Corporate Existence........................................................................    61
     Section 1005.    Statement by Officers as to Default........................................................    61
     Section 1006.    Waiver of Certain Covenants................................................................    61

ARTICLE XI. REDEMPTION OF SECURITIES.............................................................................    62

     Section 1101.    Applicability of Article...................................................................    62
     Section 1102.    Election to Redeem; Notice to Trustee......................................................    62
     Section 1103.    Selection by Trustee of Securities to Be Redeemed..........................................    62
     Section 1104.    Notice of Redemption.......................................................................    63
     Section 1105.    Securities Payable on Redemption Date......................................................    64
     Section 1106.    Securities Redeemed in Part................................................................    65

ARTICLE XII. SINKING FUNDS.......................................................................................    65

     Section 1201.    Applicability of Article...................................................................    65
     Section 1202.    Satisfaction of Sinking Fund Payments with Securities......................................    65
     Section 1203.    Redemption of Securities for Sinking Fund..................................................    66

ARTICLE XIII. DEFEASANCE AND COVENANT DEFEASANCE.................................................................    66

     Section 1301.    Applicability of Article...................................................................    66
     Section 1302.    Defeasance and Discharge...................................................................    67
     Section 1303.    Covenant Defeasance........................................................................    67
     Section 1304.    Conditions to Defeasance or Covenant Defeasance............................................    68
     Section 1305.    Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions...    69
     Section 1306.    Reinstatement..............................................................................    70
</TABLE>

                                      iv
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                                   <C>
ARTICLE XIV. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.....................................     70

     Section 1401.    Indenture and Securities Solely Corporate Obligations......................................     70


Testimonium......................................................................................................     65

Signatures and Seals.............................................................................................     65
</TABLE>

                                        v
<PAGE>

     INDENTURE, dated as of _____________, between San Diego Gas & Electric
Company, a corporation duly organized and existing under the laws of the State
of California (herein called the "Corporation"), having its principal office at
101 Ash Street, San Diego, California 92101, and U.S. Bank Trust National
Association, a national banking association duly organized and existing under
the laws of the United States of America, as Trustee (herein called the
"Trustee").

                          RECITALS OF THE CORPORATION

     The Corporation has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured senior
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.
All things necessary to make this Indenture a valid agreement of the
Corporation, in accordance with its terms, have been done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE 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:

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

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

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

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

                                       1
<PAGE>

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

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

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

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

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

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

     "Business Day," when used with respect to any Place of Payment, means a
day other than (i) a Saturday or a Sunday or (ii) a day on which banking
institutions in that Place of Payment are authorized or obligated by law or
executive order to remain closed.

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

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

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

     "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 hereof is located at 550 South Hope
Street, 5/th/ Floor, Los Angeles, California 90071, Attn: Corporate Trust.

                                       2
<PAGE>

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

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

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

     "Defeasance" has the meaning specified in Section 1302.

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

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

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

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

     "Global Security" means a Security that evidences all or part of the
Securities of any series which is issued to a Depositary or a nominee thereof
for such series in accordance with Section 301(17).

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

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

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

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

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

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

                                       3
<PAGE>

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

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

     "Officers' Certificate" means a certificate signed by either the
Chairman of the Board, the Chief Executive Officer, the Vice Chairman of the
Board, the President or a Vice President, and also signed by the Treasurer, an
Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or
an Assistant Secretary, of the Corporation and delivered to the Trustee. One of
the officers signing an Officers' Certificate given pursuant to Section 1005
shall be the principal executive, financial or accounting officer of the
Corporation.

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

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

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

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

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

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

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

                                       4
<PAGE>

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

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

     "Periodic Offering" means an offering of Securities of a series from time
to time the specific terms of which Securities, including without limitation the
rate or rates of interest or formula for determining the rate or rates of
interest thereon, if any, the Stated Maturity or Maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the
Corporation upon the issuance of such Securities.

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

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

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in

                                       5
<PAGE>

exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

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

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

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

     "Responsible Officer," when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, any assistant vice
president , any senior trust officer, any trust officer or assistant trust
officer, the controller or any assistant controller or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers.

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

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

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

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307(1).

     "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the date on which the principal of such Security or such
installment of principal or interest is due and payable, in the case of such
principal, as such date may be advanced or extended as provided pursuant to the
terms of such Security established pursuant to Section 301.

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

                                       6
<PAGE>

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

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

     Section 102. Compliance Certificates and Opinions.
                  ------------------------------------

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

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

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

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

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

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

     Section 103. Form of Documents Delivered to Trustee.
                  --------------------------------------

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

                                       7
<PAGE>

     Any certificate or opinion of an officer of the Corporation 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 is
based are erroneous. Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Corporation stating that the
information with respect to such factual matters is in the possession of the
Corporation, 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,
Officers' 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 action has
been taken by or at the request of the Corporation in reliance on an error or
omission in the original document which has been corrected as aforesaid, 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. Without limiting the
generality of the foregoing, any Securities issued under the authority of such
defective document or instrument shall nevertheless be the valid obligations of
the Corporation entitled to the benefits of this Indenture equally and ratably
with all other Outstanding Securities, except as aforesaid.

     Section 104. Acts of Holders; Record Dates.
                  -----------------------------

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

                                       8
<PAGE>

for any purpose of this Indenture and (subject to Section 601) conclusive in
favor of the Trustee and the Corporation, if made in the manner provided in this
Section.

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

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

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

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

                                       9
<PAGE>

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

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

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

     Section 105. Notices, Etc., to Trustee and Corporation.
                  -----------------------------------------

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

                                       10
<PAGE>

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

          (2)  the Corporation by the Trustee or by any Holder shall be
     sufficient for every purpose hereunder (unless otherwise herein expressly
     provided) if made, given, furnished or filed in writing, which may be made
     via facsimile, or mailed, first-class postage prepaid, to the Corporation
     addressed to it at the address of its principal office specified in the
     first paragraph of this instrument, Attention: Treasurer, or at any other
     address previously furnished in writing to the Trustee by the Corporation.

     Section 106.   Notice to Holders; Waiver.
                    -------------------------

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

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

     Section 107.   Conflict with Trust Indenture Act.
                    ---------------------------------

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

     Section 108.   Effect of Headings and Table of Contents.
                    ----------------------------------------

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

                                       11
<PAGE>

     Section 109.   Successors and Assigns.
                    ----------------------

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

     Section 110.   Separability Clause.
                    -------------------

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

     Section 111.   Benefits of Indenture.
                    ---------------------

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

     Section 112.   Governing Law.
                    -------------

     This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles thereof.

     Section 113.   Legal Holidays.
                    --------------

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

                                  ARTICLE II.

                                SECURITY FORMS

     Section 201.   Forms Generally.
                    ---------------

     The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution, in one or more indentures supplemental hereto or in an
Officers' Certificate pursuant to Section 301 hereof, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or
Depositary therefor or as may, consistently herewith,

                                       12
<PAGE>

be determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken by or pursuant to a Board Resolution, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant
Secretary of the Corporation and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 303 for the authentication
and delivery of such Securities.

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

     Section 202.   Form of Face of Security.
                    ------------------------

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

                       SAN DIEGO GAS & ELECTRIC COMPANY

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

                                                                    $ ----------
No. _________                                                     CUSIP No. ____

     San Diego Gas & Electric Company, a corporation duly organized and existing
under the laws of the State of California (herein called the "Corporation,"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
______________________, or registered assigns, the principal sum of ________
Dollars ($___________) on _________________________ [if the Security is to bear
interest prior to Maturity and interest payment periods are not extendable,
insert - , and to pay interest thereon from __________ or from the most recent
date to which interest has been paid or duly provided for, [insert -semi-
annually, quarterly, monthly or other description of the relevant payment
period] on [________, ________,] and __________ in each year (each, an "Interest
Payment Date"), commencing _______________, and at Maturity at the rate of ____%
per annum, until the principal hereof is paid or made available for payment [if
applicable, insert - , provided that any principal hereof or premium, if any, or
interest hereon which is not paid when due shall bear interest at the rate of
___% per annum (to the extent that the payment of such interest shall be legally
enforceable) from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand]. Interest
on this Security shall be calculated on the basis of a 360-day year consisting
of twelve 30-day months. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the [___________________] (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for on any Interest
Payment Date will forthwith cease to be payable to the

                                       13
<PAGE>

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

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

     Payment of the principal of (and premium, if any) and [if applicable,
insert - any such] interest on this Security will be made at the office or
agency of the Corporation maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts [if applicable, insert - ; provided, however, that at the option
of the Corporation payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by wire transfer at such place and to such account at a
banking institution in the United States as may be designated in writing to the
Trustee at least fifteen (15) days prior to the date for payment by the Person
entitled thereto]. [In the case of a Global Security registered in the name of
the Depository Trust Company or its nominee, insert--Notwithstanding the
foregoing, so long as the Holder of this Security is the Depositary or its
nominee, payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made by wire transfer of
immediately available funds.]

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

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

                                       14
<PAGE>

     IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed.

Dated:                                          SAN DIEGO GAS & ELECTRIC COMPANY


                                                By _____________________________


Attest:


___________________________________

     Section 203.   Form of Reverse of Security.
                    ---------------------------

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

     If applicable, insert - The Securities of this series are subject to
redemption upon not less than 30 days' nor more than 60 days' prior written
notice by mail, [if applicable, insert - (1) on ____________ in any year
commencing with the year _____ and ending with the year _____ through operation
of the sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [if applicable, insert - on or after
___________, 19__], as a whole or in part, at the election of the Corporation,
at the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [if applicable, insert - on or before _________________,
___%, and if redeemed] during the 12-month period beginning _________ of the
years indicated,

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

                                       15
<PAGE>

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

     [If applicable, insert - The Securities of this series are subject to
redemption upon not less than 30 days' nor more than 60 days' prior written
notice by mail, (1) on ____________ in any year commencing with the year ______
and ending with the year _____ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [if applicable, insert - on or after _____________],
as a whole or in part, at the election of the Corporation, at the Redemption
Prices for redemption otherwise than through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below:
If redeemed during the 12- month period beginning ________ of the years
indicated,

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





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

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

     [If applicable, insert - The sinking fund for this series provides for the
redemption on __________ in each year beginning with the year _______ and ending
with the year ______ of

                                       16
<PAGE>

[if applicable, insert - not less than $___________ ("mandatory sinking fund")
and not more than] $____________ aggregate principal amount of Securities of
this series. Securities of this series acquired or redeemed by the Corporation
otherwise than through [if applicable, insert -mandatory] sinking fund payments
may be credited against subsequent [if applicable, insert - mandatory] sinking
fund payments otherwise required to be made [if applicable, insert - , in the
inverse order in which they become due].]

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

     [If the Security is not subject to redemption, insert - The Securities are
not subject to redemption prior to the Stated Maturity of the principal
thereof.]

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

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

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

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the Holders of the Securities of each series
affected under the Indenture at any time by the Corporation and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
of each series at the time Outstanding affected thereby. The Indenture contains
provisions permitting the Holders of not less than a majority in principal
amount of the Securities of any series at the time Outstanding with respect to
which a default under the Indenture shall have occurred and be continuing, on
behalf of the Holders of all Securities of such series, to waive, with certain
exceptions, such past default with respect to such series and its consequences.
The Indenture also permits the Holders of not less than a majority in principal
amount of the

                                       17
<PAGE>

Securities of any series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Corporation with
certain provisions of the Indenture. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange therefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

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

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

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

     The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

                                       18
<PAGE>

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

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

     This Security shall be governed by and construed in accordance with the
laws of the State of New York, without regard to conflict of law principles
thereof.

     All terms used in this Security which are defined in the Indenture and not
defined herein shall have the meanings assigned to them in the Indenture.

     Section 204.   Form of Legend for Global Securities.
                    ------------------------------------

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

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

     Section 205.   Form of Trustee's Certificate of Authentication.
                    -----------------------------------------------

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

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

                                      U.S. Bank Trust National Association,

                                      As Trustee

                                      By:_____________________________________
                                                  Authorized Signatory

                                       19
<PAGE>

Dated:  _________________


                                 ARTICLE III.

                                THE SECURITIES

     Section 301.   Amount Unlimited; Issuable in Series.
                    ------------------------------------

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

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

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

          (2)  any limit upon the aggregate principal amount of the Securities
     of the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 304, 305, 306, 906 or 1106 and except for any
     Securities which, pursuant to Section 303, are deemed never to have been
     authenticated and delivered hereunder);

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

          (4)  the date or dates on which the principal of any Securities of the
     series is payable or the method by which such date shall be determined and
     the right, if any, to shorten or extend the date on which the principal of
     any Securities of the series is payable and the conditions to any such
     change;

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

                                       20
<PAGE>

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

          (7)  the place or places where the principal of and any premium and
     interest on any Securities of the series shall be payable and whether, if
     acceptable to the Trustee, any principal of such Securities shall be
     payable without presentation or surrender thereof;

          (8)  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
     any Securities of the series may be redeemed, in whole or in part, at the
     option of the Corporation and, if other than by a Board Resolution, the
     manner in which any election by the Corporation to redeem the Securities
     shall be evidenced;

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

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

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

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

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

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

                                       21
<PAGE>

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

          (16) if either or both of Sections 1302 and 1303 do not apply to any
     Securities of the series;

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

          (18) any addition, modification or deletion of any Events of Default
     or covenants provided with respect to any Securities of the series and any
     change in the right of the Trustee or the requisite Holders of such
     Securities to declare the principal amount thereof due and payable pursuant
     to Section 502;

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

          (20) any other terms of the series.

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

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

     With respect to Securities of a series offered in a Periodic Offering, the
Board Resolution (or action taken pursuant thereto), Officers' Certificate or
supplemental indenture referred to

                                       22
<PAGE>

above may provide general terms or parameters for Securities of such series and
provide either that the specific terms of particular Securities of such series
shall be specified in a Company Order or that such terms shall be determined by
the Corporation in accordance with other procedures specified in a Company Order
as contemplated by the third paragraph of Section 303.

     Notwithstanding Section 301(2) herein and unless otherwise expressly
provided with respect to a series of Securities, a series of Securities may from
time to time be "re-opened" and the aggregate principal amount of any such
series of Securities may be increased and additional Securities of such series
may be issued up to the maximum aggregate principal amount authorized with
respect to such series as increased.

     Section 302.   Denominations.
                    -------------

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

     Section 303.   Execution, Authentication, Delivery and Dating.
                    ----------------------------------------------

     The Securities shall be executed on behalf of the Corporation by its
Chairman of the Board, its Vice Chairman of the Board, its Chief Executive
Officer, its President or one of its Vice Presidents (which may be by facsimile)
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Corporation may deliver Securities of any series executed by the
Corporation to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities, provided, however, that in the case of Securities offered in a
Periodic Offering, the Trustee shall authenticate and deliver such Securities
from time to time in accordance with such other procedures (including, without
limitation, the receipt by the Trustee of electronic instructions from the
Corporation or its duly authorized agents, promptly confirmed in writing)
acceptable to the Trustee as may be specified by or pursuant to a Company Order
delivered to the Trustee prior to the time of the first authentication of
Securities of such series. If the form or terms of the Securities of the series
have been established by or pursuant to one or more Board Resolutions as
permitted by Sections 201 and 301, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the

                                       23
<PAGE>

Trustee shall be furnished, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating,

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

          (2)  if the terms of such Securities have been, or in the case of
     Securities of a series offered in a Periodic Offering, will be, established
     by or pursuant to Board Resolution as permitted by Section 301, that such
     terms have been, or in the case of Securities of a series offered in a
     Periodic Offering, will be, established in conformity with the provisions
     of this Indenture, subject, in the case of Securities of a series offered
     in a Periodic Offering, to any conditions specified in such Opinion of
     Counsel; and

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

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

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

     With respect to Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Corporation of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only

                                       24
<PAGE>

evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the
Corporation, and the Corporation shall deliver such Security to the Trustee for
cancellation as provided in Section 309, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

     Section 304.   Temporary Securities.
                    --------------------

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

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

     Section 305.   Registration, Registration of Transfer and Exchange.
                    ---------------------------------------------------

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

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

                                       25
<PAGE>

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

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

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

     No service charge shall be assessed against the Holder for any registration
of transfer or exchange of Securities, but the Corporation may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1106 not
involving any transfer.

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

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

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

          (2)  Notwithstanding any other provision in this Indenture, no Global
     Security may be exchanged in whole or in part for Securities registered,
     and no transfer of a Global Security in whole or in part may be registered,
     in the name of any Person other than the Depositary for such Global
     Security or a nominee thereof unless (A) such Depositary has notified the
     Corporation that it is unwilling or unable to continue as Depositary for
     such Global Security and a successor Depositary has not been appointed

                                       26
<PAGE>

     by the Corporation within 90 days of receipt by the Corporation of such
     notification, (B) if at any time the Depositary ceases to be a clearing
     agency registered under the Exchange Act at a time when the Depositary is
     required to be so registered to act as such Depositary and no successor
     Depositary shall have been appointed by the Corporation within 90 days
     after it became aware of such cessation, (C) the Corporation, in its sole
     discretion, executes and delivers to the Trustee a Company Order to the
     effect that such Global Security, together with all other Global Securities
     of the same series, shall be exchangeable as described below, (D) an Event
     of Default has occurred and is continuing with respect to the Securities of
     such series, or (E) there shall exist such circumstances, if any, in
     addition to or in lieu of the foregoing as have been specified for this
     purpose as contemplated by Section 301. If any of the events described in
     clauses (A) through (E) of the preceding sentence occur, the beneficial
     owners of interests in the relevant Global Securities will be entitled to
     exchange those interests for definitive Securities and, without unnecessary
     delay but in any event not later than the earliest date on which those
     interests may be so exchanged, the Corporation will deliver to the Trustee
     definitive Securities in such form and denominations as are required by or
     pursuant to this Indenture, and of the same series, containing identical
     terms and in an aggregate principal amount equal to the principal amount of
     such Global Securities, such Securities to be duly executed by the
     Corporation. On or after the earliest date on which such beneficial
     interests may be so exchanged, such Global Securities shall be surrendered
     from time to time by the Depositary as shall be specified in the Company
     Order with respect thereto (which the Corporation agrees to deliver), and
     in accordance with any instructions given to the Trustee and the Depositary
     (which instructions shall be in writing but need not be contained in or
     accompanied by an Officers' Certificate or be accompanied by an Opinion of
     Counsel), as shall be specified in the Company Order with respect thereto
     to the Trustee, as the Corporation's agent for such purpose, to be
     exchanged, in whole or in part, for definitive Securities as described
     above without charge. The Trustee shall authenticate and make available for
     delivery, in exchange for each portion of such surrendered Global Security,
     a like aggregate principal amount of definitive Securities of the same
     series of authorized denominations and of like tenor as the portion of such
     Global Security to be exchanged. Promptly following any such exchange in
     part, such Global Security shall be returned by the Trustee to such
     Depositary or its custodian. If a definitive Security is issued in exchange
     for any portion of a Global Security after the close of business at the
     place where such exchange occurs on or after (i) any Regular Record Date
     for such Security and before the opening of business at that Place of
     Payment on the next Interest Payment Date, or (ii) any Special Record Date
     for such Security and before the opening of business at such Place of
     Payment on the related proposed date for the payment of Defaulted Interest,
     as the case may be, interest shall not be payable on such Interest Payment
     Date or proposed date for payment, as the case may be, in respect of such
     definitive Security, but shall be payable on such Interest Date or proposed
     date for payment, as the case may be, only to the Person to whom interest
     in respect of such portion of such Global Security shall be payable in
     accordance with the provisions of this Indenture.

                                       27
<PAGE>

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

          (4)  Every Security authenticated and delivered upon registration of
     transfer of, or in exchange for or in lieu of, a Global Security or any
     portion thereof, whether pursuant to this Section, Section 304, 306, 906 or
     1106 or otherwise, shall be authenticated and delivered in the form of, and
     shall be, a Global Security, unless such Security is registered in the name
     of a Person other than the Depositary for such Global Security or a nominee
     thereof.

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

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

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

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

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

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

                                       28
<PAGE>

     Section 307.   Payment of Interest; Interest Rights Preserved.
                    ----------------------------------------------

     Except as otherwise provided as contemplated by Section 301 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, such payment to be made at the office or agency maintained
for such purpose pursuant to Section 1002; provided, however, that, at the
option of the Corporation, interest on any series of Securities that bear
interest may be paid (i) by check mailed to the address of the Persons entitled
thereto as such addresses shall appear on the Security Register or (ii) by wire
transfer at such place and to such account at a banking institution in the
United States as may be designated in writing to the Trustee at least 15 days
prior to the date for payment by the Persons entitled thereto. Any such
instructions given pursuant to clause (ii) shall remain in effect until revoked
by written notice to the Trustee at least 15 days prior to any payment date by
the Person entitled to such payment.

     Except as otherwise provided as contemplated by Section 301 with respect to
any series of Securities, any interest on any Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Corporation, at
its election in each case, as provided in Clause (1) or (2) below:

          (1)  The Corporation may elect to make payment of any Defaulted
     Interest to the Persons in whose names the Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on a Special Record Date for the payment of such Defaulted
     Interest, which shall be fixed in the following manner. The Corporation
     shall notify the Trustee in writing of the amount of Defaulted Interest
     proposed to be paid on each Security of such series and the date of the
     proposed payment, and at the same time the Corporation 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 Corporation of such
     Special Record Date and, in the name and at the expense of the Corporation,
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be given to each Holder of Securities
     of such series in the manner set forth in Section 106, not less than 10
     days prior to such Special Record Date. Notice of the proposed payment of
     such Defaulted Interest and the Special Record Date therefor having been so
     mailed, such Defaulted Interest shall be paid to the Persons in whose names
     the

                                       29
<PAGE>

     Securities of such series (or their respective Predecessor Securities) are
     registered at the close of business on such Special Record Date and shall
     no longer be payable pursuant to the following Clause (2).

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

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

     Section 308.   Persons Deemed Owners.
                    ---------------------

     Prior to due presentment of a Security for registration of transfer, the
Corporation, the Trustee and any agent of the Corporation or the Trustee may
treat the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Corporation, the Trustee or any agent of the Corporation or the Trustee shall be
affected by notice to the contrary.

     Section 309.   Cancellation.
                    ------------

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

                                       30
<PAGE>

     Section 310. Computation of Interest.
                  -----------------------

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

     Section 311. CUSIP Numbers.
                  -------------

     The Corporation in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Corporation shall promptly
notify the Trustee of any change in the "CUSIP" numbers.

                                  ARTICLE IV.

                          SATISFACTION AND DISCHARGE

     Section 401. Satisfaction and Discharge of Indenture.
                  ---------------------------------------

     This Indenture shall upon Company Request cease to be of further effect
with respect to any series of Securities specified in such Company Request
(except as to those surviving rights and obligations specified below), and the
Trustee, at the expense of the Corporation, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series,
when

          (1)  either

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

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

                    (i)  have become due and payable, or

                                       31
<PAGE>

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

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

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

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

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

     Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Corporation to the
Trustee under Section 607, the obligations of the Corporation to any
Authenticating Agent under Section 614 and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the
obligations of the Corporation and the Trustee with respect to the Securities of
such series under Sections 304, 305, 306, 402, 1002, 1003 and 1306 shall survive
such satisfaction and discharge.

     Section 402. Application of Trust Money.
                  --------------------------

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

                                       32
<PAGE>

                                  ARTICLE V.

                                   REMEDIES

     Section 501. Events of Default.
                  -----------------

     "Event of Default," wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless it is specifically deleted or modified in the Board Resolution or
Officers' Certificate delivered to the Trustee prior to the issuance of such
series of Securities or supplemental indenture under which such series of
Securities is issued or has been deleted or modified in an indenture
supplemental hereto:

          (1)  default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days; provided, however, that if the Corporation is
     permitted by the terms of the Securities of such series to defer the
     payment in question, the date on which such payment is due and payable
     shall be the date on which the Corporation is required to make payment
     following such deferral, if such deferral has been elected pursuant to the
     terms of the Securities; or

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

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

          (4)  default in the performance, or breach, of any covenant or
     warranty of the Corporation in this Indenture (other than a covenant or
     warranty a default in whose performance or whose breach is elsewhere in
     this Section specifically dealt with or which has expressly been included
     in this Indenture solely for the benefit of a series of Securities other
     than that series) or the Securities of that series, and continuance of such
     default or breach for a period of 60 days after there has been given, by
     registered or certified mail, to the Corporation by the Trustee or to the
     Corporation and the Trustee by the Holders of at least 25% in principal
     amount of the Outstanding Securities of that series a written notice
     specifying such default or breach and requiring it to be remedied and
     stating that such notice is a "Notice of Default" hereunder; or

          (5)  default occurs under any bond, note, debenture or other
     instrument evidencing any indebtedness for money borrowed by the
     Corporation (including a default with respect to any other series of debt
     securities issued under this Indenture), or under any mortgage, indenture
     or other instrument under which there may be issued or by which there may
     be secured or evidenced any indebtedness for money borrowed by the

                                       33
<PAGE>

     Corporation (or the payment of which is guaranteed by the Corporation),
     whether such indebtedness or guarantee exists on the date this Indenture or
     is issued or entered into following the date of this Indenture, if:

          (a)  either:

               (i)   such default results from the failure to pay any such
               indebtedness when due; or

               (ii)  as a result of such default the maturity of such
               indebtedness has been accelerated prior to its expressed
               maturity; and

          (b)  the principal amount of such indebtedness, together with the
          principal amount of any other such indebtedness in default for failure
          to pay any such indebtedness when due or the maturity of which has
          been so accelerated, aggregates at least $25 million; or

          (6)  the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Corporation in an involuntary
     case or proceeding under any applicable federal or state bankruptcy,
     insolvency, reorganization or other similar law or (B) a decree or order
     adjudging the Corporation a bankrupt or insolvent, or approving as properly
     filed a petition seeking reorganization, arrangement, adjustment or
     composition of or in respect of the Corporation under any applicable
     federal or state law, or appointing a custodian, receiver, liquidator,
     assignee, trustee, sequestrator or other similar official of the
     Corporation or of any substantial part of its property, or ordering the
     winding-up or liquidation of its affairs, and the continuance of any such
     decree or order for relief or any such other decree or order unstayed and
     in effect for a period of 90 consecutive days; or

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

                                       34
<PAGE>

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

     Section 502. Acceleration of Maturity; Rescission and Annulment.
                  --------------------------------------------------

     If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) and accrued and unpaid interest, if any, thereon
to be due and payable immediately, by a notice in writing to the Corporation
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) and accrued and unpaid interest shall
become immediately due and payable.

     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Event 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

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

               (A)  all overdue interest on all Securities of that series which
          has become due otherwise than by such declaration of acceleration,

               (B)  the principal of (and premium, if any, on) any Securities of
          that series which have become due otherwise than by such declaration
          of acceleration and, to the extent permitted by law, any interest
          thereon at the rate or rates prescribed therefor in such Securities
          or, if no such rate or rates are so provided, at the rate or
          respective rates, as the case may be, of interest borne by such
          Securities,

               (C)  to the extent that payment of such interest is lawful,
          interest upon overdue interest which has become due otherwise than by
          such declaration of acceleration at the rate or rates prescribed
          therefor in such Securities or, if no such rate or rates are so
          provided, at the rate or respective rates, as the case may be, of
          interest borne by such Securities, and

               (D)  all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel and any other amounts due the Trustee
          under Section 607;

               and

                                       35
<PAGE>

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

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

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

     The Corporation covenants that if

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

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

          (3)  default is made in the deposit of any mandatory sinking fund
     payment applicable to any Security when due,

the Corporation will, upon demand of the Trustee, pay to it, for the benefit of
the Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities or, if no such rate or rates are so
provided, at the rate or respective rates, as the case may be, of interest borne
by such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 607.

     If the Corporation fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon demand of the Trustee, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Corporation or any other obligor upon such Securities endorsed
thereon and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Corporation or any other obligor upon
such Securities, wherever situated.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement

                                       36
<PAGE>

of any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

     Section 504. Trustee May File Proofs of Claim.
                  --------------------------------

     In case of any judicial proceeding relative to the Corporation (or any
other obligor upon the Securities), its property or its creditors, the Trustee
(irrespective of whether the principal of such Securities shall then be due and
payable as therein expressed or by declaration of acceleration or otherwise and
irrespective of whether the Trustee shall have made any demand on the
Corporation for the payment of overdue principal, premium, if any, or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization adjustment, composition or other similar
judicial proceeding relative to the Corporation, the Trustee (irrespective of
whether the principal of such Securities shall then be due and payable as
therein expressed or by declaration of acceleration or otherwise and
irrespective of whether the Trustee shall have made any demand on the
Corporation for the payment of overdue principal, premium, if any, or interest)
shall be authorized to file and prove a claim for the whole amount of principal
(and premium, if any) and interest owing and unpaid in respect of the Securities
of such series 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
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders of such Securities allowed
in such judicial proceeding, to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

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

     Section 505. Trustee May Enforce Claims Without Possession of Securities.
                  -----------------------------------------------------------

     All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee

                                       37
<PAGE>

shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.

     Section 506. Application of Money Collected.
                  ------------------------------

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

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

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

          Third: To the payment of the balance, if any, to the Corporation
     or any other Person or Persons legally entitled thereto.

     Section 507. Limitation on Suits.
                  -------------------

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

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

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

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

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

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

                                       38
<PAGE>

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

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

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

     Section 509. Restoration of Rights and Remedies.
                  ----------------------------------

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

     Section 510. Rights and Remedies Cumulative.
                  ------------------------------

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

     Section 511. Delay or Omission Not Waiver.
                  ----------------------------

     No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall, to the
extent permitted by law, impair any such right or remedy or constitute a waiver
of any such Event of Default or an acquiescence therein.

                                       39
<PAGE>

     Every right and remedy given by this Article or by law to the Trustee or to
the Holders may, to the extent permitted by law, be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as
the case may be.

     Section 512. Control By Holders.
                  ------------------

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

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

          (2)  subject to Section 601, the Trustee may take any other action
     deemed proper by the Trustee which is not inconsistent with such direction,
     and

          (3)  such direction is not unduly prejudicial to the rights of other
     Holders of Securities of that series not joining in that action.

     Section 513. Waiver of Past Defaults.
                  -----------------------

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series with respect to which any default under
this Indenture shall have occurred and be continuing may, on behalf of the
Holders of all Securities of such series, waive such past default under this
Indenture with respect to such Securities and its consequences, except a default

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

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

     Upon any such waiver, such default shall cease to exist and be deemed not
to have occurred, and any Event of Default arising therefrom shall be deemed to
have been cured and not to have occurred, for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other default or impair any
right consequent thereon.

     Section 514. Undertaking for Costs.
                  ---------------------

     All parties to this Indenture agree, and each Holder of any Security 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 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

                                       40
<PAGE>

reasonable costs, including reasonable attorneys' fees and disbursements,
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 514 shall not apply 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 principal amount of Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest, if any, on any Security on or
after the respective Stated Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date).

     Section 515.  Waiver of Stay or Extension Laws.
                   --------------------------------

     The Corporation 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 or any usury law
or any other law wherever enacted, now or at any time hereafter in force, which
would prohibit or forgive the Corporation from paying all or any portion of the
principal of or premium, if any, or interest on any Securities as contemplated
herein or therein or which may affect the covenants or the performance of this
Indenture; and the Corporation (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                  ARTICLE VI.

                                  THE TRUSTEE

     Section 601.  Certain Duties and Responsibilities.
                   -----------------------------------

     The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. The permissive right of
the Trustee to do things enumerated in this Indenture shall not be construed as
a duty to do such things and in no event shall the Trustee be liable for the
consequences of any act or omission except to the extent of the Trustee's
negligence, negligent failure to act or willful misconduct. Whether or not
therein expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.

     Section 602.  Notice of Defaults.
                   ------------------

     If a default occurs hereunder with respect to Securities of any series, the
Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character

                                       41
<PAGE>

specified in Section 501(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

     Section 603.  Certain Rights of Trustee.
                   -------------------------

     Subject to the provisions of Section 601:

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

          (2)  any request or direction of the Corporation 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 shall be sufficiently evidenced by a Board Resolution;

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

          (4)  the Trustee may consult with counsel of its selection 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;

          (5)  prior to the occurrence of an Event of Default, the Trustee shall
     undertake to perform only such duties as are specifically set forth in this
     Indenture; and in case an Event of Default has occurred and is continuing
     with respect to the Securities of any series, the Trustee shall be under no
     obligation to exercise any of the rights or powers vested in it by this
     Indenture with respect to the Securities of such series, whether at the
     request or direction of any of the Holders thereof or pursuant to any other
     provision in this Indenture, unless such Holders shall have offered to the
     Trustee reasonable security or indemnity against the costs, expenses and
     liabilities which might be incurred by it in compliance with such request
     or direction;

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

                                       42
<PAGE>

     shall determine to make such further inquiry or investigation, it shall be
     entitled, at reasonable times previously notified to the Corporation, to
     examine the relevant books, records and premises of the Corporation,
     personally or by agent or attorney;

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

          (8)  the Trustee shall not be deemed to have notice of any Default or
     Event of Default unless a Responsible Officer of the Trustee has actual
     knowledge thereof or unless written notice of any event which is in fact
     such a default is received by the Trustee at the Corporate Trust Office of
     the Trustee, and such notice references the Securities and this Indenture.

     Section 604.  Not Responsible for Recitals or Issuance of Securities.
                   ------------------------------------------------------

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

     Section 605.  May Hold Securities.
                   -------------------

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

     Section 606.  Money Held in Trust.
                   -------------------

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

     Section 607.  Compensation and Reimbursement.
                   ------------------------------

     The Corporation agrees

          (1)  to pay to the Trustee from time to time such compensation as
     shall be agreed to in writing between the Corporation and the Trustee for
     all services rendered by

                                       43
<PAGE>

     it hereunder (which compensation shall not be limited by any provision of
     law in regard to the compensation of a trustee of an express trust);

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

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

     The Trustee shall have a first priority lien prior to the Securities upon
all property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607, except with respect to funds
held in trust for the benefit of the Holders of Securities.

     Without limiting any rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 501(6) or Section 501(7), the expenses
(including the reasonable charges and expenses of its counsel) and the
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 the termination of this
Indenture.

     Section 608.  Conflicting Interests.
                   ---------------------

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

     Section 609.  Corporate Trustee Required; Eligibility.
                   ---------------------------------------

     There shall at all times be a Trustee hereunder with respect to the of each
series, which may be Trustee hereunder for Securities of one or more other
series. Each Trustee shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000. If any such Person publishes reports of

                                       44
<PAGE>

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

     Section 610.  Resignation and Removal; Appointment of Successor.
                   -------------------------------------------------

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

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

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

     If at any time:

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

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

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

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

                                       45
<PAGE>

     If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to
the Securities of one or more series, the Corporation, by Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Corporation and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Corporation. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the
Corporation or the Holders and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

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

     Section 611.  Acceptance of Appointment by Successor.
                   --------------------------------------

     In case of the appointment hereunder of a successor Trustee with respect to
all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Corporation 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 Corporation or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder (subject to the lien provided
for in Section 607).

     In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Corporation, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which

                                       46
<PAGE>

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

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

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

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

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

                                       47
<PAGE>

     Section 613.  Preferential Collection of Claims Against Corporation.
                   -----------------------------------------------------

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

     Section 614.  Appointment of Authenticating Agent.
                   -----------------------------------

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

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

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Corporation. 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 Corporation. 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

                                       48
<PAGE>

be acceptable to the Corporation and shall give notice of such appointment in
the manner provided in Section 106 to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

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

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

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

Dated:_____________                 U.S. Bank Trust National Association,
                                    As Trustee


                                    By:__________________________________
                                            As Authenticating Agent


                                    By:__________________________________
                                              Authorized Signatory

     Section 615.  Trustee's Application for Instructions from the Corporation.
                   -----------------------------------------------------------

     Any application by the Trustee for written instructions from the
Corporation may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable to the Corporation for any action
taken by, or omission of, the Trustee in accordance with a proposal included in
such application on or after the date specified in such application (which date
shall not be less than three Business Days after the date any officer of the
Corporation actually receives such application, unless any such officer shall
have consented in writing to any earlier date) unless prior to taking any such
action (or the effective date in the case of an omission), the Trustee shall
have received written instructions in response to such application specifying
the action to be taken or omitted.

                                       49
<PAGE>

                                 ARTICLE VII.

             HOLDERS' LISTS AND REPORTS BY TRUSTEE AND CORPORATION

     Section 701. Corporation to Furnish Trustee Names and Addresses of Holders.
                  -------------------------------------------------------------

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

          (1)  15 days after each Regular Record Date, a list, in such form as
     the Trustee may reasonably require, of the names and addresses of the
     Holders of Securities of each series as of such Regular Record Date, and

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

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

     Section 702. Preservation of Information; Communications to Holders.
                  ------------------------------------------------------

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

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

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

     Section 703. Reports by Trustee.
                  ------------------

     The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto. If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within
60 days after each May 15 following the date of this Indenture, deliver to
Holders a brief report, dated as of such May 15, which complies with the
provisions of such Section 313(a).

                                       50
<PAGE>

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

     Section 704.  Reports by Corporation.
                   ----------------------

     The Corporation, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

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

          (2)  file with the Trustee and the Commission, in accordance with
     rules and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     it with the conditions and covenants of this Indenture as may be required
     from time to time by such rules and regulations; and

          (3)  transmit within 30 days after the filing thereof with the
     Trustee, in the manner and to the extent provided in Section 313(c) of the
     Trust Indenture Act, such summaries of any information, documents and
     reports required to be filed by it pursuant to paragraphs (1) and (2) of
     this Section as may be required by rules and regulations prescribed from
     time to time by the Commission.

                                 ARTICLE VIII.

                 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

     Section 801.  Corporation May Consolidate, Etc., on Certain Terms.
                   ---------------------------------------------------

     Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Corporation with or into any other
Person or Persons (whether or not affiliated with the Corporation), or
successive consolidations or mergers in which the Corporation or its successor
or successors shall be a party or parties, or shall prevent any sale, transfer,
lease or other conveyance of the properties and assets of the Corporation as an
entirety or substantially as an entirety to any other Person (whether or not
affiliated with the Corporation) lawfully entitled to acquire the same;
provided, however, that the Corporation shall not, in any

                                       51
<PAGE>

transaction or series of transactions, consolidate or merge with or into any
Person or sell, transfer, lease or otherwise convey the properties and assets of
the Corporation as an entirety or substantially as an entirety to any other
Persons, unless:

               (i)   either (A) the Corporation shall be the continuing Person
          (in the case of a merger) or (B) the successor Person formed by such
          consolidation or into which the Corporation is merged or which
          acquires by sale, transfer, lease or other conveyance the properties
          and assets of the Corporation as an entirety or substantially as an
          entirety, is a corporation organized and existing under the laws of
          the United States of America, any State thereof or the District of
          Columbia and shall expressly assume, by an indenture (or indentures,
          if at such time there shall be more than one Trustee) supplemental
          hereto, executed by such successor corporation, the Trustee and the
          Corporation, in form and substance satisfactory to the Trustee, the
          due and punctual payment of the principal of and premium, if any, and
          interest on all of the Outstanding Securities and the due and punctual
          performance and observance of every obligation in this Indenture and
          the Outstanding Securities on the part of the Corporation to be
          performed or observed;

               (ii)  immediately after giving effect to such transaction, no
          Event of Default and no event which, after notice or lapse of time or
          both, would become an Event of Default, has or shall have occurred and
          be continuing; and

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

     Section 802.  Successor Substituted.
                   ---------------------

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

                                       52
<PAGE>

                                  ARTICLE IX.

                            SUPPLEMENTAL INDENTURES

     Section 901.  Supplemental Indentures Without Consent of Holders.
                   --------------------------------------------------

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

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

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

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

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

          (5)  to change or eliminate any of the provisions of this Indenture in
     respect of one or more series of Securities, provided that any such change
     or elimination (A) shall neither (i) apply to any Security entitled to the
     benefit of such provision nor (ii) modify the rights of the Holder of any
     such Security with respect to such provision, or (B) add any new provision
     to this Indenture, provided that any such addition does not apply to any
     Security of any series created prior to the execution of such supplemental
     indenture or (C) shall become effective only when there is no such Security
     Outstanding; or

          (6)  to secure the Securities; or

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

                                       53
<PAGE>

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

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

     Section 902.  Supplemental Indentures With Consent of Holders.
                   -----------------------------------------------

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

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

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

          (3)  modify any of the provisions of this Section, Section 513 or
     Section 1006, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby; provided, however, that this clause (3) shall not be

                                       54
<PAGE>

     deemed to require the consent of any Holder with respect to changes in the
     references to "the Trustee" and concomitant changes in this Section and
     Section 1006, or the deletion of this proviso, in accordance with the
     requirements of Sections 611 and 901(8).

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

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

     Section 903.  Execution of Supplemental Indentures.
                   ------------------------------------

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 315(a) through 315(d) of the Trust Indenture Act) shall
be fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate, each stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     Section 904.  Effect of Supplemental Indentures.
                   ---------------------------------

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

     Section 905.  Conformity with Trust Indenture Act.
                   -----------------------------------

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

     Section 906.  Reference in Securities to Supplemental Indentures.
                   --------------------------------------------------

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

                                       55
<PAGE>

may be prepared and executed by the Corporation and authenticated and delivered
by the Trustee in exchange for Outstanding Securities of such series.

                                  ARTICLE X.

                                   COVENANTS

     Section 1001. Payment of Principal, Premium and Interest.
                   ------------------------------------------

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

     Section 1002. Maintenance of Office or Agency.
                   -------------------------------

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

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

     Unless otherwise provided in or pursuant to Section 301 of this Indenture,
the Corporation hereby designates as a Place of Payment for each series of
Securities the Borough of Manhattan, The City of New York, and initially
appoints the office of U.S. Bank Trust National Association in the Borough of
Manhattan, The City of New York, as its office or agency in that Place of
Payment for such purpose.

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

     If the Corporation shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons

                                       56
<PAGE>

entitled thereto a sum sufficient to pay the principal and any premium and
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.

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

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

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

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

                                       57
<PAGE>

     Section 1004.  Corporate Existence.
                    -------------------

     Subject to Article VIII, the Corporation will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises.

     Section 1005.  Statement by Officers as to Default.
                    -----------------------------------

     The Corporation will deliver to the Trustee, on or before October 15 of
each calendar year or on or before such other day in each calendar year as the
Corporation and the Trustee may from time to time agree upon, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Corporation is in default in the performance and observance of any of the
terms, provisions and conditions of this Indenture (without regard to any period
of grace or requirement of notice provided hereunder) and, if the Corporation
shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

     Section 1006.  Waiver of Certain Covenants.
                    ---------------------------

     Except as otherwise specified as contemplated by Section 301 for Securities
of such series, the Corporation may, with respect to the Securities of any
series, omit in any particular instance to comply with any term, provision or
condition set forth in any covenant provided pursuant to Section 301(19) or
901(2) for the benefit of the Holders of such series if before the time for such
compliance the Holders of not less than a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Corporation and
the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.

                                  ARTICLE XI.

                           REDEMPTION OF SECURITIES

     Section 1101.  Applicability of Article.
                    ------------------------

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

     Section 1102.  Election to Redeem; Notice to Trustee.
                    -------------------------------------

     The election of the Corporation to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Corporation, the Corporation shall, at least 45 days prior to the Redemption
Date fixed by the Corporation (unless a shorter notice shall be

                                       58
<PAGE>

satisfactory to the Trustee in its sole and absolute discretion), notify the
Trustee of such Redemption Date, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities (A) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (B) pursuant to an election of the
Corporation which is subject to a condition specified in the terms of such
Securities or elsewhere in this Indenture, the Corporation shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction or condition.

     Section 1103.  Selection by Trustee of Securities to Be Redeemed.
                    -------------------------------------------------

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

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

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

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

     Section 1104.  Notice of Redemption.
                    --------------------

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

                                       59
<PAGE>

     All notices of redemption shall state:

          (1) the Redemption Date;

          (2) the Redemption Price;

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

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

          (5) the place or places where each such Security is to be surrendered
     for payment of the Redemption Price and accrued interest, if any, unless it
     shall have been specified as contemplated by Section 301 with respect to
     such Securities that such surrender shall not be required;

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

          (7) the CUSIP number of such Securities, if any, or any other numbers
     used by the Depositary to identify such securities; and

          (8) such other matters as the Corporation shall deem desirable or
     appropriate.

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

     On or prior to any Redemption Date, the Corporation shall deposit, with
respect to the Securities of any series called for redemption pursuant to this
Section 1104, with the Trustee or with a Paying Agent an amount of money in the
applicable currency sufficient to pay the Redemption Price of, and any accrued
interest on, all such Securities or portion thereof which are to be redeemed on
that date.

     Section 1105. Securities Payable on Redemption Date.
                   -------------------------------------

     Notice of redemption having been given as aforesaid, the Securities or
portions thereof so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Corporation shall default in the payment of the Redemption Price and
accrued interest, if any) such Securities or portions thereof,

                                       60
<PAGE>

if interest-bearing, shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security or portion
thereof shall be paid by the Corporation at the Redemption Price, together with
accrued 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 Security, and provided further
that, unless otherwise specified as contemplated by Section 301, installments of
interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security or, if no rate is prescribed therefor in the Security, at the rate
of interest, if any, borne by such Security.

         Section 1106. Securities Redeemed in Part.
                       ---------------------------

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

                                 ARTICLE XII.

                                SINKING FUNDS

         Section 1201. Applicability of Article.
                       ------------------------

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

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

                                       61
<PAGE>

          Section 1202.  Satisfaction of Sinking Fund Payments with Securities.
                         -----------------------------------------------------

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

          Section 1203.  Redemption of Securities for Sinking Fund.
                         -----------------------------------------

          Not less than 45 days prior to each sinking fund payment date for any
Securities, the Corporation will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and stating the basis for such credit and that such Securities have
not been previously so credited and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days prior to each such sinking
fund payment date, the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Corporation in the manner provided in Section 1104. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 1105 and 1106.


                                 ARTICLE XIII.

                      DEFEASANCE AND COVENANT DEFEASANCE

          Section 1301.  Applicability of Article.
                         ------------------------

          Unless, pursuant to Section 301, provision is made that either or both
of (A) defeasance of any Securities or any series of Securities under Section
1302 and (B) covenant defeasance of any Securities or any series of Securities
under Section 1303 shall not apply to such Securities of a series, then the
provisions of either or both of Sections 1302 and Section 1303, as the case may
be, together with Sections 1304 and 1305, shall be applicable to the Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article. Unless otherwise specified pursuant to Section 301, defeasance
under Section 1302 and covenant defeasance under Section 1303 may be effected
only with respect to all, and not less than all, the Securities of any series.
To the extent that the Corporation is permitted, pursuant to Section 301, to
defer interest payments, change the time for interest payments, or change the
Stated Maturity of the Securities

                                       62
<PAGE>

of any series or any installment of principal thereof, any such right shall
terminate upon defeasance or covenant defeasance of the Securities of that
series as described below or upon satisfaction and discharge with respect to the
Securities of that series pursuant to Section 401.

     Section 1302.  Defeasance and Discharge.
                    ------------------------

     On and after the date the conditions set forth in Section 1304 are
satisfied, the Corporation may cause itself to be discharged from its
obligations with respect to any Securities or any series of Securities
(hereinafter called "Defeasance"). For this purpose, such Defeasance means that
the Corporation shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Corporation, shall execute
proper instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights of
Holders of such Securities to receive, solely from the trust fund described in
Section 1304 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on such Securities when payments
are due, (2) the Corporation's and Trustee's obligations with respect to such
Securities under Sections 304, 305, 306, 1002, 1003 and 1306 and with respect to
the Trustee under Section 607, (3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder, and (4) this Article. Subject to compliance
with this Article, Defeasance with respect to any Securities or any series of
Securities by the Corporation is permitted under this Section 1302
notwithstanding the prior exercise by the Corporation of its rights under
Section 1303 with respect to such Securities. Following a Defeasance, payment of
such Securities may not be accelerated because of an Event of Default.

     Section 1303.  Covenant Defeasance.
                    -------------------

     On and after the date the conditions set forth in Section 1304 are
satisfied, the Corporation may cause itself to be released from its obligations
under any covenants provided pursuant to Section 301(19) or 901(2) with respect
to any Securities or any series of Securities for the benefit of the Holders of
such Securities and the occurrence of any event specified in Sections 501(4)
(with respect to any such covenants provided pursuant to Section 301(19), 901(2)
or 501(8)) shall be deemed not to be or result in an Event of Default with
respect to such Securities as provided in this Section (hereinafter called
"Covenant Defeasance"). For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Corporation may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any covenants added for the benefit of the Securities of such series
pursuant to any such specified Section (to the extent so specified in the case
of Section 501(4)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.
Following a Covenant Defeasance, payment of the Securities may not be
accelerated by reference to the covenant described in the description of
Covenant Defeasance above.

                                       63
<PAGE>

     Section 1304. Conditions to Defeasance or Covenant Defeasance.
                   -----------------------------------------------

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

          (1)  The Corporation shall irrevocably have deposited or caused to be
     deposited with the Trustee as trust funds in trust for the purpose of
     making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Securities, (A)
     money in U.S. dollars in an amount, or (B) Government Obligations which
     through the scheduled payment of principal and interest in respect thereof
     in accordance with their terms will provide, not later than one day before
     the due date of any payment due in respect of such Securities, money in an
     amount, or (C) a combination thereof, in each case sufficient, without
     consideration of any reinvestments of such principal and interest, in the
     opinion of a nationally recognized firm of independent public accountants
     expressed in a written certification thereof delivered to the Trustee, to
     pay and discharge, and which shall be applied by the Trustee to pay and
     discharge, the principal of and any premium and interest on such Securities
     on the respective Stated Maturities or on any Redemption Date established
     pursuant to Clause (3) below, in accordance with the terms of this
     Indenture and such Securities, and any mandatory sinking fund payments or
     analogous payments applicable to such Securities when such payments are due
     and payable in accordance with the terms of this Indenture and of such
     Securities. As used herein, "Government Obligation" means (x) any security
     which is (i) a direct obligation of the United States of America or the
     government which issued the foreign currency in which such Securities are
     payable, for the payment of which its full faith and credit is pledged or
     (ii) an obligation of a Person controlled or supervised by and acting as an
     agency or instrumentality of the United States of America or such
     government which issued the foreign currency in which such Securities are
     payable, the timely payment of which is unconditionally guaranteed as a
     full faith and credit obligation by the United States of America or such
     other government, which, in either case (i) or (ii), is not callable or
     redeemable at the option of the issuer thereof, and (y) any depositary
     receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
     Act) as custodian with respect to any Government Obligation which is
     specified in clause (x) above and held by such bank for the account of the
     holder of such depositary receipt, or with respect to any specific payment
     of principal of or interest on any Government Obligation which is so
     specified and held, provided that (except as required by law) such
     custodian is not authorized to make any deduction from the amount payable
     to the holder of such depositary receipt from any amount received by the
     custodian in respect of the Government Obligation or the specific payment
     of principal or interest evidenced by such depositary receipt.

          (2)  No event which is, or after notice or lapse of time or both would
     become, an Event of Default with respect to such Securities shall have
     occurred and be continuing at the time of such deposit or, with regard to
     any such event specified in Sections 501(6)

                                       64
<PAGE>

     and (7), at any time on or prior to the 90th day after the date of such
     deposit (it being understood that this condition shall not be deemed
     satisfied until after such 90th day).

          (3)   If the monies or Government Obligations or combination thereof
     deposited pursuant to Clause (1) above are sufficient to pay the principal
     of and premium, if any, and interest, if any, on such Securities provided
     such Securities are to be redeemed prior to Stated Maturity (other than
     from mandatory sinking fund payments or analogous payments), notice of such
     redemption shall have been duly given pursuant to this Indenture or
     irrevocable instructions to redeem such Securities on such Redemption Date
     and to provide notice of such redemption to Holders satisfactory to the
     Trustee shall have been made.

          (4)   In the case of Defeasance pursuant to Section 1302, the
     Corporation shall have delivered to the Trustee an opinion of independent
     counsel stating that (x) the Corporation has received from, or there has
     been published by, the Internal Revenue Service a ruling, or (y) since the
     date of this Indenture there has been a change in applicable federal income
     tax law, in either case to the effect that, and based thereon such opinion
     of independent counsel shall confirm that, the Holders of such Outstanding
     Securities will not recognize income, gain or loss for federal income tax
     purposes as a result of such Defeasance and will be subject to federal
     income tax on the same amounts, in the same manner and at the same times as
     would have been the case if such Defeasance had not occurred; or, in the
     case of Covenant Defeasance pursuant to Section 1303, the Corporation shall
     have delivered to the Trustee an opinion of independent counsel to the
     effect that the Holders of such Outstanding Securities will not recognize
     income, gain or loss for federal income tax purposes as a result of such
     Covenant Defeasance and will be subject to federal income tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if such Covenant Defeasance had not occurred.

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

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

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

                                       65
<PAGE>

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

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

         Section 1306. Reinstatement.
                       -------------

         If the Trustee or any Paying Agent is unable to apply any moneys or
Government Obligations deposited pursuant to Section 401 or 1304 to pay any
principal of or premium, if any, or interest, if any, on the Securities of any
series by reason of any legal proceeding or any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Corporation's obligations under this Indenture and the
Securities of such series shall be revived and reinstated as though no such
deposit had occurred, until such time as the Trustee or Paying Agent is
permitted to apply all such moneys and Government Obligations to pay the
principal of and premium, if any, and interest, if any, on the Securities of
such series as contemplated by Section 402 or 1305, as the case may be,
provided, however, that if the Corporation makes any payment of the principal of
or premium, if any, or interest, if any, on the Securities of such series
following the reinstatement of its obligations as aforesaid, the Corporation
shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the funds held by the Trustee or Paying Agent, but shall not
be entitled to enforce or to receive any payments arising out of, or based upon,
such right of subrogation until the principal of, and premium, if any, and
interest, if any, on all Securities of that series shall have been paid in full.

                                 ARTICLE XIV.

                          IMMUNITY OF INCORPORATORS,
                     STOCKHOLDERS, OFFICERS AND DIRECTORS

         Section 1401. Indenture and Securities Solely Corporate Obligations.
                       -----------------------------------------------------

         No recourse for the payment of the principal of or any premium or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Corporation in this Indenture or in any supplemental indenture, or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Corporation or of any successor
corporation, either directly or

                                       66
<PAGE>

through the Corporation or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Securities.

                              *     *     *     *

                                       67
<PAGE>

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

         In Witness Whereof, the parties hereto have caused this Indenture to be
duly executed and attested, each as of the day and year first above written.

                                         SAN DIEGO GAS & ELECTRIC COMPANY


                                         By:  ______________________________



Attest:

__________________________



                                         U.S. Bank Trust National Association,
                                         as Trustee


                                         By: -------------------------------
                                             Authorized Signatory

















                                                               Senior Indenture