Exhibit 4.2

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                        PINNACLE WEST CAPITAL CORPORATION

                                       TO

                              THE BANK OF NEW YORK

                                     TRUSTEE


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

                                    INDENTURE

                          DATED AS OF DECEMBER 1, 2000

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


   (For Subordinated Securities or, if Article Fourteen is made non-applicable
              (as permitted by Section 301), for Senior Securities)


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

TRUST INDENTURE
  ACT SECTION                                                  INDENTURE SECTION
  -----------                                                  -----------------

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

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

                                                                            PAGE
                                                                            ----
PARTIES....................................................................    1
RECITALS OF THE COMPANY....................................................    1

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.   Definitions:
               Act.........................................................    2
               Affiliate; control..........................................    2
               Authenticating Agent........................................    2
               Board of Directors..........................................    2
               Board Resolution............................................    2
               Business Day................................................    2
               Commission..................................................    2
               Company.....................................................    2
               Company Request; Company Order..............................    2
               Corporate Trust Office......................................    3
               corporation.................................................    3
               Covenant Defeasance.........................................    3
               Defaulted Interest..........................................    3
               Defeasance..................................................    3
               Depositary..................................................    3
               Event of Default............................................    3
               Exchange Act................................................    3
               Expiration Date.............................................    3
               Global Security.............................................    3
               Holder......................................................    3
               Indenture...................................................    3
               interest....................................................    3
               Interest Payment Date.......................................    3
               Investment Company Act......................................    4
               Maturity....................................................    4
               Notice of Default...........................................    4
               Officers' Certificate.......................................    4
               Opinion of Counsel..........................................    4
               Original Issue Discount Security............................    4
               Outstanding.................................................    4
               Paying Agent................................................    5
               Person......................................................    5
               Place of Payment............................................    5
               Predecessor Security........................................    5
               Redemption Date.............................................    6

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

                                       i
<PAGE>
               Redemption Price............................................    6
               Regular Record Date.........................................    6
               Responsible Officer.........................................    6
               Securities..................................................    6
               Securities Act..............................................    6
               Security Register; Security Registrar.......................    6
               Senior Debt.................................................    6
               Special Record Date.........................................    6
               Stated Maturity.............................................    7
               Subsidiary..................................................    7
               Trust Indenture Act.........................................    7
               Trustee.....................................................    7
               U.S. Government Obligation..................................    7
               Vice President..............................................    7
SECTION 102.   Compliance Certificates and Opinions........................    8
SECTION 103.   Form of Documents Delivered to Trustee......................    8
SECTION 104.   Acts of Holders; Record Dates...............................    9
SECTION 105.   Notices, Etc., to Trustee and Company.......................   11
SECTION 106.   Notice to Holders; Waiver...................................   11
SECTION 107.   Conflict with Trust Indenture Act...........................   12
SECTION 108.   Effect of Headings and Table of Contents....................   12
SECTION 109.   Successors and Assigns......................................   12
SECTION 110.   Separability Clause.........................................   12
SECTION 111.   Benefits of Indenture.......................................   12
SECTION 112.   Governing Law...............................................   12
SECTION 113.   Legal Holidays..............................................   13

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.   Forms Generally.............................................   13
SECTION 202.   Form of Face of Security....................................   14
SECTION 203.   Form of Reverse of Security.................................   16
SECTION 204.   Form of Legend for Global Securities........................   20
SECTION 205.   Form of Trustee's Certificate of Authentication.............   20

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.   Amount Unlimited; Issuable in Series........................   20
SECTION 302.   Denominations...............................................   23
SECTION 303.   Execution, Authentication, Delivery and Dating..............   23
SECTION 304.   Temporary Securities........................................   25
SECTION 305.   Registration, Registration of Transfer and Exchange.........   25

                                       ii
<PAGE>
SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities............   27
SECTION 307.   Payment of Interest; Interest Rights Preserved..............   28
SECTION 308.   Persons Deemed Owners.......................................   30
SECTION 309.   Cancellation................................................   30
SECTION 310.   Computation of Interest.....................................   30
SECTION 311.   CUSIP Numbers...............................................   30

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

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

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.   Events of Default...........................................   32
SECTION 502.   Acceleration of Maturity; Rescission and Annulment..........   34
SECTION 503.   Collection of Indebtedness and Suits for
                   Enforcement by Trustee..................................   35
SECTION 504.   Trustee May File Proofs of Claim............................   36
SECTION 505.   Trustee May Enforce Claims Without Possession
                   of Securities...........................................   36
SECTION 506.   Application of Money Collected..............................   36
SECTION 507.   Limitation on Suits.........................................   37
SECTION 508.   Unconditional Right of Holders to Receive Principal,
                   Premium and Interest....................................   38
SECTION 509.   Restoration of Rights and Remedies..........................   38
SECTION 510.   Rights and Remedies Cumulative..............................   38
SECTION 511.   Delay or Omission Not Waiver................................   38
SECTION 512.   Control by Holders..........................................   39
SECTION 513.   Waiver of Past Defaults.....................................   39
SECTION 514.   Undertaking for Costs.......................................   39
SECTION 515.   Waiver of Usury, Stay or Extension Laws.....................   40

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.   Certain Duties and Responsibilities.........................   40
SECTION 602.   Notice of Defaults..........................................   40
SECTION 603.   Certain Rights of Trustee...................................   41
SECTION 604.   Not Responsible for Recitals or Issuance of Securities......   42
SECTION 605.   May Hold Securities.........................................   42

                                      iii
<PAGE>
SECTION 606.   Money Held in Trust.........................................   42
SECTION 607.   Compensation and Reimbursement..............................   42
SECTION 608.   Conflicting Interests.......................................   43
SECTION 609.   Corporate Trustee Required; Eligibility.....................   43
SECTION 610.   Resignation and Removal; Appointment of Successor...........   44
SECTION 611.   Acceptance of Appointment by Successor......................   45
SECTION 612.   Merger, Conversion, Consolidation or Succession
                   to Business.............................................   46
SECTION 613.   Preferential Collection of Claims Against Company...........   47
SECTION 614.   Appointment of Authenticating Agent.........................   47

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.   Supplemental Indentures Without Consent of Holders..........   52
SECTION 902.   Supplemental Indentures With Consent of Holders.............   53
SECTION 903.   Execution of Supplemental Indentures........................   54
SECTION 904.   Effect of Supplemental Indentures...........................   54
SECTION 905.   Conformity with Trust Indenture Act.........................   54
SECTION 906.   Reference in Securities to Supplemental Indentures..........   55

                                       iv
<PAGE>
                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.  Payment of Principal, Premium and Interest..................   55
SECTION 1002.  Maintenance of Office or Agency.............................   55
SECTION 1003.  Money for Securities Payments to Be Held in Trust...........   56
SECTION 1004.  Statement by Officers as to Default.........................   57
SECTION 1005.  Existence...................................................   57
SECTION 1006.  Maintenance of Properties...................................   57
SECTION 1007.  Payment of Taxes and Other Claims...........................   58
SECTION 1008.  Waiver of Certain Covenants.................................   58
SECTION 1009.  Calculation of Original Issue Discount......................   58

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  Applicability of Article....................................   58
SECTION 1102.  Election to Redeem; Notice to Trustee.......................   59
SECTION 1103.  Selection by Trustee of Securities to Be Redeemed...........   59
SECTION 1104.  Notice of Redemption........................................   60
SECTION 1105.  Deposit of Redemption Price.................................   60
SECTION 1106.  Securities Payable on Redemption Date.......................   61
SECTION 1107.  Securities Redeemed in Part.................................   61

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.  Applicability of Article....................................   61
SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.......   62
SECTION 1203.  Redemption of Securities for Sinking Fund...................   62

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

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

                                       v
<PAGE>
                                ARTICLE FOURTEEN

                           SUBORDINATION OF DEBENTURES

SECTION 1401.  Securities Subordinate to Senior Debt.......................   67
SECTION 1402.  Payment Over of Proceeds Upon Default.......................   68
SECTION 1403.  Payment Over of Proceeds Upon Dissolution, Etc..............   69
SECTION 1404.  Subrogation to Rights of Holders of Senior Debt
                Preservation of Trustee's Rights...........................   70
SECTION 1405.  Trustee to Effectuate Subordination.........................   71
SECTION 1406.  Notice to Trustee...........................................   71
SECTION 1407.  Rights of Trustee as Holder of Senior Debt..................   72
SECTION 1408.  Trustee Not Fiduciary for Holders of Senior Debt............   72
SECTION 1409.  No Waiver of Subordination Provisions.......................   72
SECTION 1410.  Defeasance of this Article Fourteen.........................   73


TESTIMONIUM................................................................   74
SIGNATURES AND SEALS.......................................................   74
ACKNOWLEDGEMENTS...........................................................   75


                                       vi
<PAGE>
     INDENTURE,  dated as of December 1, 2000,  between  Pinnacle  West  Capital
Corporation,  a corporation  duly  organized and existing  under the laws of the
State of Arizona (herein called the "Company"),  having its principal  office at
400 North Fifth Street, Phoenix,  Arizona 85004, and The Bank of New York, a New
York banking corporation, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

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

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

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

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

          (3) all  accounting  terms  not  otherwise  defined  herein  have  the
     meanings assigned to them in accordance with generally accepted  accounting
     principles;

          (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 Company or
any duly authorized committee of that board.

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

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

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

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

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

     "Corporate Trust Office" means the principal  corporate trust office of the
Trustee in the City of New York,  New York at which at any  particular  time its
corporate trust business shall be administered,  which office at the date hereof
is located at 101 Barclay Street, Floor 21 West, New York, New York 10286.

                                      -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 and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

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

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

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

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

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

     "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

                                      -3-
<PAGE>
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 the Chairman of the
Board, a Vice Chairman of the Board,  the President or a Vice President,  and by
the Treasurer,  an Assistant Treasurer,  the Secretary or an Assistant Secretary
or Associate Secretary, of the Company, and delivered to the Trustee. One of the
officers signing an Officers'  Certificate  given pursuant to Section 1004 shall
be the principal executive, financial or accounting officer of the Company.

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

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

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

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

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

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

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

PROVIDED,  HOWEVER,  that in  determining  whether the Holders of the  requisite
principal  amount of the Outstanding  Securities  have given,  made or taken any
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action  hereunder as of any date, (A) the principal  amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the  principal  thereof  which  would be due and  payable  as of such  date upon
acceleration  of the Maturity  thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal  amount  payable at the Stated  Maturity of a
Security is not determinable,  the principal amount of such Security which shall
be deemed to be  Outstanding  shall be the amount as specified or  determined as
contemplated by Section 301, (C) the principal amount of a Security  denominated

                                      -4-
<PAGE>
in one or more foreign  currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar  equivalent,  determined as of such date in
the manner provided as  contemplated by Section 301, of the principal  amount of
such  Security  (or,  in the case of a Security  described  in Clause (A) or (B)
above, of the amount determined as provided in such Clause),  and (D) Securities
owned by the Company or any other  obligor upon the  Securities or any Affiliate
of the Company or of such other obligor shall be  disregarded  and deemed not to
be  Outstanding,  except  that,  in  determining  whether the  Trustee  shall be
protected in relying upon any such request,  demand,  authorization,  direction,
notice,  consent,  waiver or other  action,  only  Securities  which the Trustee
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 Company or any
other  obligor upon the  Securities  or any  Affiliate of the Company or of such
other obligor.

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

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

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

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

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

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

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

     "Responsible  Officer",  when used with respect to the  Trustee,  means any
vice president, the secretary, any assistant secretary, any assistant treasurer,
any trust  officer  or  assistant  trust  officer,  or any other  officer of the
Trustee  customarily  performing  functions similar to those performed by any of
the above  designated  officers  and also means,  with  respect to a  particular

                                      -5-
<PAGE>
corporate  trust  matter,  any other  officer  to whom such  matter is  referred
because of his knowledge of and familiarity with the particular subject.

     "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.

     "Senior  Debt" of the Company  means the  principal  of,  premium,  if any,
interest on and any other payment due pursuant to any of the following,  whether
outstanding at the date of execution of this  Indenture or thereafter  incurred,
created or assumed:  (a) all  indebtedness  of the Company  evidenced  by notes,
debentures,  bonds or other  securities  sold by the Company for money,  (b) all
indebtedness  of others of the  kinds  described  in the  preceding  clause  (a)
assumed by or  guaranteed  in any manner by the  Company,  including  through an
agreement to purchase, contingent or otherwise, and (c) all renewals, extensions
or refundings  of  indebtedness  of the kinds  described in any of the preceding
causes (a) and (b) unless, in the case of any particular indebtedness,  renewal,
extension or refunding,  the  instrument  creating or evidencing the same or the
assumption or guarantee of the same expressly  provides that such  indebtedness,
renewal,  extension  or  refunding  is not superior in right of payment to or is
PARI PASSU with the Securities.

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

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

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

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

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

                                      -6-
<PAGE>
more than one such Person,  "Trustee" as used with respect to the  Securities of
any series shall mean the Trustee with respect to Securities of that series.

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

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

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

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

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

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

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

                                      -7-
<PAGE>
with respect to the matters upon which his  certificate  or opinion is based are
erroneous.  Any such certificate or opinion of counsel may be based,  insofar as
it  relates  to  factual   matters,   upon  a  certificate  or  opinion  of,  or
representations  by, an officer or  officers  of the  Company  stating  that the
information  with respect to such factual  matters is in the  possession  of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know,  that the certificate or opinion or  representations  with respect to such
matters are erroneous.

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

SECTION 104. ACTS OF HOLDERS; RECORD DATES.

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

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

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

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

     The Company may set any day as a record date for the purpose of determining
the Holders of Outstanding  Securities of any series  entitled to give,  make or
take any request, demand,  authorization,  direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given,  made or taken
by Holders of Securities of such series, PROVIDED that the Company may not set a

                                      -8-
<PAGE>
record  date for,  and the  provisions  of this  paragraph  shall not apply with
respect  to,  the  giving or  making  of any  notice,  declaration,  request  or
direction referred to in the next paragraph.  If any record date is set pursuant
to this paragraph,  the Holders of Outstanding Securities of the relevant series
on such  record  date,  and no  other  Holders,  shall be  entitled  to take the
relevant  action,  whether or not such Holders  remain Holders after such record
date;  PROVIDED that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding  Securities of such series on such record date. Nothing in
this  paragraph  shall be  construed  to prevent the Company  from setting a new
record  date for any  action  for which a record  date has  previously  been set
pursuant  to this  paragraph  (whereupon  the record date  previously  set shall
automatically  and with no action by any Person be cancelled  and of no effect),
and nothing in this  paragraph  shall be  construed  to render  ineffective  any
action  taken by  Holders  of the  requisite  principal  amount  of  Outstanding
Securities  of the  relevant  series on the date such action is taken.  Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense,  shall cause notice of such record date, the proposed action by Holders
and the applicable  Expiration Date to be given to the Trustee in writing and to
each  Holder of  Securities  of the  relevant  series in the manner set forth in
Section 106.

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

     With  respect to any record date set  pursuant to this  Section,  the party
hereto which sets such record  dates may  designate  any day as the  "Expiration
Date" and from time to time may change  the  Expiration  Date to any  earlier or
later day;  PROVIDED that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing,  and
to each Holder of Securities  of the relevant  series in the manner set forth in
Section 106, on or prior to the existing  Expiration Date. If an Expiration Date

                                      -9-
<PAGE>
is not designated  with respect to any record date set pursuant to this Section,
the party  hereto  which set such record date shall be deemed to have  initially
designated  the 180th day after such  record  date as the  Expiration  Date with
respect thereto,  subject to its right to change the Expiration Date as provided
in this paragraph.  Notwithstanding  the foregoing,  no Expiration Date shall be
later than the 180th day after the applicable record date.

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

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

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

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

SECTION 106. NOTICE TO HOLDERS; WAIVER.

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

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

                                      -10-
<PAGE>
SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

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

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109. SUCCESSORS AND ASSIGNS.

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

SECTION 110. SEPARABILITY CLAUSE.

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

SECTION 111. BENEFITS OF INDENTURE.

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

SECTION 112. GOVERNING LAW.

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

                                      -11-
<PAGE>
                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. FORMS GENERALLY.

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

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

SECTION 202. FORM OF FACE OF SECURITY.

     [INSERT  ANY  LEGEND  REQUIRED  BY  THE  INTERNAL   REVENUE  CODE  AND  THE
REGULATIONS THEREUNDER.]

                        PINNACLE WEST CAPITAL CORPORATION

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

No.________________________                                         $___________
                                                              CUSIP No._________

     Pinnacle  West  Capital  Corporation,  a  corporation  duly  organized  and
existing  under the laws of Arizona  (herein  called the  "Company",  which term
includes any successor Person under the Indenture  hereinafter referred to), for
value received, hereby promises to pay to  _____________________,  or registered
assigns,    the    principal    sum   of    ___________________    Dollars    on
_________________________  [IF  THE  SECURITY  IS  TO  BEAR  INTEREST  PRIOR  TO
MATURITY, INSERT , and to pay interest thereon from ___________ or from the most
recent  Interest  Payment Date to which  interest has been paid or duly provided
for,  semi-annually  on ____________  and  ___________ in each year,  commencing
_______, at the rate of ______% per annum, until the principal hereof is paid or
made available for payment [IF APPLICABLE,  INSERT , PROVIDED that any principal
and premium,  and any such installment of interest,  which is overdue shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest  shall be legally  enforceable),  from the dates such  amounts  are due
until they are paid or made  available for payment,  and such interest  shall be
payable on demand]. The interest so payable, and punctually

                                      -12-
<PAGE>
paid or duly  provided  for, on any Interest  Payment Date will,  as provided in
such  Indenture,  be paid to the Person in whose name this  Security  (or one or
more  Predecessor  Securities)  is  registered  at the close of  business on the
Regular Record Date for such  interest,  which shall be the ________ or ________
(whether  or not a  Business  Day),  as the case  may be,  next  preceding  such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor  Securities)  is  registered  at the close of  business on a Special
Record  Date  for the  payment  of such  Defaulted  Interest  to be fixed by the
Trustee,  notice  whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special  Record Date, or be paid at any time
in any  other  lawful  manner  not  inconsistent  with the  requirements  of any
securities  exchange on which the  Securities of this series may be listed,  and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

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

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

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

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

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


                                          PINNACLE WEST CAPITAL CORPORATION


                                          By____________________________________


Attest:
____________________________________


                                      -13-
<PAGE>
SECTION 203. FORM OF REVERSE OF SECURITY.

     This  Security  is one of a duly  authorized  issue  of  securities  of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture,  dated as of December  ___,  2000 (herein  called the
"Indenture",  which  term  shall  have  the  meaning  assigned  to  it  in  such
instrument),  between the Company and The Bank of New York,  as Trustee  (herein
called the  "Trustee",  which term  includes  any  successor  trustee  under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights,  limitations of rights,  duties and immunities  thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the  Securities  are, and are to be,  authenticated  and  delivered.  This
Security  is one of the series  designated  on the face  hereof [IF  APPLICABLE,
INSERT , limited in aggregate principal amount to $_________].

     [IF  APPLICABLE,  INSERT  The  Securities  of this  series  are  subject to
redemption  upon not less than 30 days' notice by mail, [IF  APPLICABLE,  INSERT
(1) on __________ in any year  commencing  with the year _______ and ending with
the year  ________  through  operation  of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [IF
APPLICABLE,  INSERT on or after ____________,  20___], as a whole or in part, at
the election of the Company,  at the following  Redemption  Prices (expressed as
percentages of the principal amount):  If redeemed [IF APPLICABLE,  INSERT on or
before  ____________,  _____%,  and if  redeemed]  during  the  12-month  period
beginning _____________ of the years indicated,


     YEAR               REDEMPTION               YEAR               REDEMPTION
     ----                 PRICE                  ----                 PRICE
                          -----                                       -----


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

                                      -14-
<PAGE>
     [IF  APPLICABLE,  INSERT  The  Securities  of this  series  are  subject to
redemption  upon not less than 30 days' notice by mail,  (1) on _________ in any
year  commencing  with the year ______ and ending with the year _______  through
operation  of the  sinking  fund for this  series at the  Redemption  Prices for
redemption  through  operation of the sinking fund  (expressed as percentages of
the  principal  amount)  set forth in the table  below,  and (2) at any time [IF
APPLICABLE,  INSERT  on or  after  _________],  as a whole  or in  part,  at the
election of the Company, at the Redemption Prices for redemption  otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below:  If redeemed  during the  12-month  period
beginning ________ of the years indicated,


     YEAR              REDEMPTION PRICE              REDEMPTION PRICE FOR
     ----               FOR REDEMPTION               REDEMPTION OTHERWISE
                      THROUGH OPERATION             THAN THROUGH OPERATION
                            OF THE                    OF THE SINKING FUND
                         SINKING FUND                 -------------------
                         ------------


and  thereafter at a Redemption  Price equal to ____% of the  principal  amount,
together in the case of any such  redemption  [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  Record Dates  referred to on the face  hereof,  all as provided in the
Indenture.]

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

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

                                      -15-
<PAGE>
     [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND,  INSERT In the event
of  redemption  of this  Security in part only, a new Security or  Securities of
this series and of like tenor for the  unredeemed  portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.]

     [IF APPLICABLE,  INSERT PARAGRAPH REGARDING  SUBORDINATION OF THE SECURITY,
WHICH MAY BE AS FOLLOWS, OR A VARIATION THEREOF:

          The indebtedness evidenced by this Security is, to the extent provided
          in the Indenture,  subordinate  and subject in right of payment to the
          prior payment in full of all Senior Debt,  and this Security is issued
          subject  to the  provisions  of the  Indenture.  Each  holder  of this
          Security,  by accepting the same,  (a) agrees to and shall be bound by
          such provisions,  (b) authorizes and directs the Trustee on his behalf
          to take such action as may be necessary or  appropriate  to effectuate
          the  subordination  so  provided  and (c)  appoints  the  Trustee  his
          attorney-in-fact for any and all such purposes.]

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

     [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT  SECURITY,  INSERT If an
Event of Default  with respect to  Securities  of this series shall occur and be
continuing,  the principal of the  Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

     [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT If an Event
of  Default  with  respect  to  Securities  of this  series  shall  occur and be
continuing,  an amount of  principal  of the  Securities  of this  series may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.  Such amount  shall be equal to INSERT  FORMULA FOR  DETERMINING  THE
AMOUNT.  Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue  principal,  premium and  interest  (in each
case  to the  extent  that  the  payment  of  such  interest  shall  be  legally
enforceable),  all of the Company's obligations in respect of the payment of the
principal of and premium and interest,  if any, on the Securities of this series
shall terminate.]

     The Indenture  permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal  amount of the  Securities at the
time  Outstanding  of each series to be affected.  The  Indenture  also contains
provisions  permitting the Holders of specified  percentages in principal amount
of the  Securities  of each  series  at the time  Outstanding,  on behalf of the
Holders of all  Securities  of such series,  to waive  compliance by the Company
with certain  provisions of the  Indenture  and certain past defaults  under the
Indenture  and their  consequences.  Any such consent or waiver by the Holder of

                                      -16-
<PAGE>
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 and offered the Trustee reasonable indemnity, and the Trustee
shall not have  received  from the Holders of a majority in principal  amount of
Securities of this series at the time Outstanding a direction  inconsistent with
such  request,  and shall have failed to institute any such  proceeding,  for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit  instituted  by the Holder of this  Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

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

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

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

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

     Prior to due presentment of this Security for registration of transfer, the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this  Security is  registered  as the owner  hereof for all

                                      -17-
<PAGE>
purposes,  whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

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

SECTION 204. FORM OF LEGEND FOR GLOBAL SECURITIES.

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

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

SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

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

                                                   THE BANK OF NEW YORK,
                                                   AS TRUSTEE

                                                   By___________________________
                                                        AUTHORIZED SIGNATORY

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

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

                                      -18-
<PAGE>
          (1) the title of the Securities of the series (which shall distinguish
     the Securities of the series from Securities of any other series);

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

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

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

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

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

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

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

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

          (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;

                                      -19-
<PAGE>
          (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  Company or the
     Holder thereof, in one or more currencies or currency units other than that
     or those in which such  Securities are stated to be payable,  the currency,
     currencies  or currency  units in which the  principal of or any premium or
     interest  on such  Securities  as to which such  election  is made shall be
     payable,  the periods within which and the terms and conditions  upon which
     such  election  is to be made and the amount so  payable  (or the manner in
     which such amount shall be determined);

          (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;

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

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

                                      -20-
<PAGE>
          (19) any addition to or change in the  covenants  set forth in Article
     Ten which applies to Securities of the series; and

          (20) the  non-application of, or any addition to or change in, Article
     Fourteen with respect to Securities of the series;

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

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

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

SECTION 302. DENOMINATIONS.

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

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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

     At any time and from time to time after the  execution and delivery of this
Indenture,  the  Company may deliver  Securities  of any series  executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication  and delivery of such  Securities,  and the Trustee in accordance
with the Company Order shall  authenticate and deliver such  Securities.  If the
form or terms of the  Securities  of the  series  have  been  established  by or
pursuant to one or more Board  Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this  Indenture  in relation  to such  Securities,  the  Trustee  shall be

                                      -21-
<PAGE>
entitled to receive,  and (subject to Section  601) shall be fully  protected in
relying upon, an Opinion of Counsel stating,

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

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

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

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

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

     Each Security shall be dated the date of its authentication.

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

SECTION 304. TEMPORARY SECURITIES.

     Pending the preparation of definitive Securities of any series, the Company
may execute,  and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed,  typewritten, mimeographed

                                      -22-
<PAGE>
or otherwise  produced,  in any authorized  denomination,  substantially  of the
tenor of the  definitive  Securities  in lieu of which  they are issued and with
such appropriate  insertions,  omissions,  substitutions and other variations as
the officers  executing such  Securities  may  determine,  as evidenced by their
execution of such Securities.

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

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

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

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

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

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

     Every Security presented or surrendered for registration of transfer or for
exchange  shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written  instrument of transfer in form  satisfactory  to

                                      -23-
<PAGE>
the Company and the Security  Registrar duly executed,  by the Holder thereof or
his attorney duly authorized in writing.

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

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

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

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

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

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

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

                                      -24-
<PAGE>
SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

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

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

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

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

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

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

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

                                      -25-
<PAGE>
          (1) The Company may elect to make payment of any Defaulted Interest to
     the  Persons  in whose  names  the  Securities  of such  series  (or  their
     respective Predecessor  Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest,  which
     shall be fixed in the  following  manner.  The  Company  shall  notify  the
     Trustee in writing of the amount of Defaulted  Interest proposed to be paid
     on each Security of such series and the date of the proposed  payment,  and
     at the same time the Company  shall  deposit  with the Trustee an amount of
     money equal to the aggregate  amount proposed to be paid in respect of such
     Defaulted  Interest or shall make arrangements  satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited  to be held in trust for the benefit of the  Persons  entitled to
     such Defaulted  Interest as in this Clause provided.  Thereupon the Trustee
     shall fix a Special Record Date for the payment of such Defaulted  Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the  Trustee of the  notice of the  proposed  payment.  The  Trustee  shall
     promptly  notify the Company of such  Special  Record Date and, in the name
     and at the  expense of the  Company,  shall  cause  notice of the  proposed
     payment of such Defaulted  Interest and the Special Record Date therefor to
     be given to each  Holder of  Securities  of such  series in the  manner set
     forth in Section 106,  not less than 10 days prior to such  Special  Record
     Date.  Notice of the proposed  payment of such  Defaulted  Interest and the
     Special Record Date therefor having been so mailed, such Defaulted Interest
     shall be paid to the Persons in whose names the  Securities  of such series
     (or their respective Predecessor Securities) are registered at the close of
     business  on such  Special  Record  Date and  shall no  longer  be  payable
     pursuant to the following Clause (2).

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

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

SECTION 308. PERSONS DEEMED OWNERS.

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

                                      -26-
<PAGE>
SECTION 309. CANCELLATION.

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

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 Company 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.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

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

     (1) either

          (A) all Securities theretofore authenticated and delivered (other than
     (i)  Securities  which have been  destroyed,  lost or stolen and which have
     been  replaced or paid as provided in Section 306 and (ii)  Securities  for
     whose payment money has  theretofore  been deposited in trust or segregated

                                      -27-
<PAGE>
     and held in trust by the  Company and  thereafter  repaid to the Company or
     discharged  from  such  trust,  as  provided  in  Section  1003)  have been
     delivered to the Trustee for cancellation; or

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

               (i) have become due and payable, or

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

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

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

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

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

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

SECTION 402. APPLICATION OF TRUST MONEY.

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

                                      -28-
<PAGE>
                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501. EVENTS OF DEFAULT.

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

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

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

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

          (4) default in the performance, or breach, of any covenant or warranty
     of the  Company in this  Indenture  (other  than a covenant  or  warranty a
     default in whose  performance  or whose breach is elsewhere in this Section
     specifically  dealt  with or which  has  expressly  been  included  in this
     Indenture  solely for the benefit of series of  Securities  other than that
     series),  and continuance of such default or breach for a period of 90 days
     after there has been given, by registered or certified mail, to the Company
     by the Trustee or to the Company and the Trustee by the Holders of at least
     25% in  principal  amount of the  Outstanding  Securities  of that series a
     written  notice  specifying  such default or breach and  requiring it to be
     remedied and stating  that such notice is a "Notice of Default"  hereunder;
     or

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

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

                                      -29-
<PAGE>
     by it of a petition or answer or consent seeking  reorganization  or relief
     under any  applicable  Federal  or State law,  or the  consent by it to the
     filing of such petition or to the appointment of or taking  possession by a
     custodian, receiver,  liquidator,  assignee, trustee, sequestrator or other
     similar official of the Company or of any substantial part of its property,
     or the making by it of an assignment  for the benefit of creditors,  or the
     admission by it in writing of its  inability to pay its debts  generally as
     they  become  due,  or the  taking of  corporate  action by the  Company in
     furtherance of any such action; or

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

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default (other than an Event of Default specified in Section
501(5)  or  501(6))  with  respect  to  Securities  of any  series  at the  time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal  amount of the Outstanding  Securities
of that series may declare the  principal  amount of all the  Securities of that
series  (or,  if any  Securities  of that  series are  Original  Issue  Discount
Securities,  such portion of the principal  amount of such  Securities as may be
specified by the terms thereof) to be due and payable  immediately,  by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such  declaration  such  principal  amount (or  specified  amount)  shall become
immediately due and payable.  If an Event of Default specified in Section 501(5)
or 501(6)  with  respect to  Securities  of any  series at the time  Outstanding
occurs,  the principal  amount of all the  Securities of that series (or, if any
Securities of that series are Original Issue Discount  Securities,  such portion
of the  principal  amount of such  Securities  as may be  specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.

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

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

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

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

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

                                      -30-
<PAGE>
          (D) all  sums  paid  or  advanced  by the  Trustee  hereunder  and the
     reasonable  compensation,  expenses,  disbursements  and  advances  of  the
     Trustee, its agents and counsel;

     and

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

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

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

     The Company covenants that if

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

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

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

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

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

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

                                      -31-
<PAGE>
by each Holder to make such  payments to the Trustee  and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

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

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 506. APPLICATION OF MONEY COLLECTED.

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

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

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

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;

                                      -32-
<PAGE>
          (2) the  Holders  of not less  than  25% in  principal  amount  of the
     Outstanding  Securities  of that series shall have made written  request to
     the Trustee to institute proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

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

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

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

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

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
             PREMIUM AND INTEREST.

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

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise  provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein  conferred  upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy,  and every
right and remedy shall,  to the extent  permitted by law, be  cumulative  and in
addition to every other right and remedy  given  hereunder  or now or  hereafter
existing at law or in equity or  otherwise.  The  assertion or employment of any

                                      -33-
<PAGE>
right or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

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

SECTION 512. CONTROL BY HOLDERS.

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

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

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

          (3) subject to the  provisions  of Section 601, the Trustee shall have
     the right to decline to follow any such  direction  if the  Trustee in good
     faith shall, by a Responsible Officer or Officers of the Trustee, determine
     that the  proceedings  so  directed  would  involve the Trustee in personal
     liability.

SECTION 513. WAIVER OF PAST DEFAULTS.

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

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

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

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

SECTION 514.  UNDERTAKING FOR COSTS.

     In any  suit  for  the  enforcement  of any  right  or  remedy  under  this
Indenture,  or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an  undertaking to pay the costs of such suit, and may assess costs against

                                      -34-
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any such party  litigant,  in the manner and to the extent provided in the Trust
Indenture  Act;  PROVIDED that neither this Section nor the Trust  Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or the Trustee.

SECTION 515. WAIVER OF USURY, STAY OR EXTENSION LAWS.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

     The duties and  responsibilities of the Trustee shall be as provided by the
Trust  Indenture  Act.  Notwithstanding  the  foregoing,  no  provision  of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers,  if it shall have  reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not  reasonably  assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting  the  liability of or affording  protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 602. NOTICE OF DEFAULTS.

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

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

     Subject to the provisions of Section 601:

                                      -35-
<PAGE>
          (1) the  Trustee  may  rely  and  shall  be  protected  in  acting  or
     refraining  from  acting  upon  any  resolution,   certificate,  statement,
     instrument,  opinion, report, notice, request,  direction,  consent, order,
     bond,  debenture,  note,  other evidence of  indebtedness or other paper or
     document  believed by it to be genuine and to have been signed or presented
     by the proper party or parties;

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

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

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

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

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

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

                                      -36-
<PAGE>
any Authenticating  Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

SECTION 605. MAY HOLD SECURITIES.

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

SECTION 606. MONEY HELD IN TRUST.

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

SECTION 607. COMPENSATION AND REIMBURSEMENT.

     The Company agrees

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

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

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

     The Trustee  shall have a lien prior to the  Securities  as to 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 particular Securities.

     When the Trustee incurs expenses or renders  services in connection with an
Event of Default  specified in Section  501(5) or Section  501(6),  the expenses
(including  the  reasonable  charges  and  expenses  of  its  counsel)  and  the
compensation   for  the  services  are  intended  to   constitute   expenses  of

                                      -37-
<PAGE>
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 one (and  only one)  Trustee  hereunder  with
respect to the  Securities  of each series,  which may be Trustee  hereunder for
Securities of one or more other  series.  Each Trustee shall be a Person that is
eligible  pursuant to the Trust  Indenture Act to act as such and has a combined
capital  and  surplus  of at least  $50,000,000.  If any such  Person  publishes
reports of condition at least annually,  pursuant to law or to the  requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent  report of condition so  published.  If at any time
the  Trustee  with  respect to the  Securities  of any series  shall cease to be
eligible in accordance  with the  provisions  of this  Section,  it shall resign
immediately  in the  manner and with the effect  hereinafter  specified  in this
Article.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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

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

     If at any time:

                                      -38-
<PAGE>
          (1) the Trustee  shall fail to comply with  Section 608 after  written
     request  therefor  by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

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

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

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

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

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

                                      -39-
<PAGE>
SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

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

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

                                      -40-
<PAGE>
SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

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

     Any  corporation  into  which an  Authenticating  Agent  may be  merged  or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation  succeeding to all or substantially  all of
the corporate  agency or corporate  trust business of an  Authenticating  Agent,
shall continue to be an Authenticating Agent, provided such corporation shall be

                                      -41-
<PAGE>
otherwise  eligible  under this Section,  without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.

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

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

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

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

                                         THE BANK OF NEW YORK,
                                         AS TRUSTEE


                                         By_____________________________________
                                           AS AUTHENTICATING AGENT


                                         By_____________________________________
                                           AUTHORIZED OFFICER


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

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

                                      -42-
<PAGE>
          (1) fifteen 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  Company of any such  request,  a list of
     similar  form and  content  as of a date not more than 15 days prior to the
     time such list is furnished;

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

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

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

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

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

SECTION 703. REPORTS BY TRUSTEE.

     The Trustee shall  transmit to Holders such reports  concerning the Trustee
and its actions  under this  Indenture as may be required  pursuant to the Trust
Indenture  Act at the times and in the  manner  provided  pursuant  thereto.  If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within
sixty 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).

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

SECTION 704. REPORTS BY COMPANY.

     The Company shall file with the Trustee and the Commission, and transmit to
Holders,  such  information,  documents and other  reports,  and such  summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and

                                      -43-
<PAGE>
in the manner provided pursuant to such Act; PROVIDED that any such information,
documents  or reports  required  to be filed  with the  Commission  pursuant  to
Section 13 or 15(d) of the Exchange  Act shall be filed with the Trustee  within
15 days after the same is so required to be filed with the Commission.

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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

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

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

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

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

                                      -44-
<PAGE>
SECTION 802. SUCCESSOR SUBSTITUTED.

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

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

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

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

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

                                      -45-
<PAGE>
          (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

          (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  66-2/3%  in  principal
amount  of  the   Outstanding   Securities  of  each  series  affected  by  such
supplemental  indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture  or  indentures  supplemental  hereto for the purpose of
adding any  provisions  to or changing in any manner or  eliminating  any of the
provisions  of this  Indenture  or of  modifying in any manner the rights of the
Holders of Securities of such series under this  Indenture;  PROVIDED,  HOWEVER,
that no such supplemental  indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

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

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

                                      -46-
<PAGE>
          (3) modify  any of the  provisions  of this  Section,  Section  513 or
     Section  1008,  except to increase any such  percentage  or to provide that
     certain  other  provisions of this  Indenture  cannot be modified or waived
     without the  consent of the Holder of each  Outstanding  Security  affected
     thereby; PROVIDED, HOWEVER, that this clause shall not be deemed to require
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and  concomitant  changes in this Section and Section 1008, 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  601) shall be fully  protected  in relying  upon,  an
Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized  or  permitted by this  Indenture.  The Trustee may, but shall not be
obligated  to,  enter into any such  supplemental  indenture  which  affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

                                      -47-
<PAGE>
Trustee and the Company, to any such supplemental  indenture may be prepared and
executed  by the  Company  and  authenticated  and  delivered  by the Trustee in
exchange for Outstanding Securities of such series.

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

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

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

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

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

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

     Whenever the Company shall have one or more Paying Agents for any series of
Securities,  it will,  prior to each due date of the principal of or any premium

                                      -48-
<PAGE>
or interest on any Securities of that series,  deposit with a Paying Agent a sum
sufficient  to pay such  amount,  such sum to be held as  provided  by the Trust
Indenture  Act,  and (unless  such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

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

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

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

SECTION 1004. STATEMENT BY OFFICERS AS TO DEFAULT.

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

                                      -49-
<PAGE>
SECTION 1005. EXISTENCE.

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

SECTION 1006. MAINTENANCE OF PROPERTIES.

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

SECTION 1007. PAYMENT OF TAXES AND OTHER CLAIMS.

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

SECTION 1008. WAIVER OF CERTAIN COVENANTS.

     Except as otherwise specified as contemplated by Section 301 for Securities
of such series,  the Company may, with respect to the  Securities of any series,
omit in any particular instance to comply with any term,  provision or condition
set forth in any covenant provided pursuant to Section 301(18), 901(2) or 901(7)
for the  benefit  of the  Holders  of such  series if  before  the time for such
compliance  the  Holders  of  at  least  66-2/3%  in  principal  amount  of  the
Outstanding  Securities  of such series shall,  by Act of such  Holders,  either
waive such compliance in such instance or generally  waive  compliance with such
term, provision or condition,  but no such waiver shall extend to or affect such
term,  provision or condition  except to the extent so  expressly  waived,  and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term,  provision or condition shall
remain in full force and effect.

                                      -50-
<PAGE>
SECTION 1009.  CALCULATION OF ORIGINAL ISSUE DISCOUNT.

     The  Company  shall  file  with  the  Trustee  promptly  at the end of each
calendar year a written notice  specifying the amount of original issue discount
(including daily rates and accrual periods) accrued on Outstanding Securities as
of the end of such year.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE.

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

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

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

SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

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

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

                                      -51-
<PAGE>
     The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security,  whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed  portion  of the  principal  amount  of the  Security  shall be in an
authorized  denomination  (which  shall not be less than the minimum  authorized
denomination) for such Security.

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

SECTION 1104. NOTICE OF REDEMPTION.

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

     All notices of  redemption  shall  identify the  Securities  to be redeemed
(including CUSIP number) and shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

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

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

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

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

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

                                      -52-
<PAGE>
SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

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

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

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

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

SECTION 1107. SECURITIES REDEEMED IN PART.

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

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE.

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

     The minimum amount of any sinking fund payment provided for by the terms of
any Securities is herein referred to as a "mandatory sinking fund payment",  and
any payment in excess of such minimum  amount  provided for by the terms of such

                                      -53-
<PAGE>
Securities  is herein  referred to as an  "optional  sinking fund  payment".  If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to  reduction as provided in Section  1202.  Each sinking
fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

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

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less  than 60 days  prior to each  sinking  fund  payment  date for any
Securities,  the Company will  deliver to the Trustee an  Officers'  Certificate
specifying  the  amount  of the  next  ensuing  sinking  fund  payment  for such
Securities  pursuant to the terms of such Securities,  the portion  thereof,  if
any,  which is to be  satisfied by payment of cash and the portion  thereof,  if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section  1202 and will also  deliver  to the  Trustee  any  Securities  to be so
delivered.  Not less than 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 Company
in the manner provided in Section 1104. Such notice having been duly given,  the
redemption  of such  Securities  shall be made upon the terms and in the  manner
stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

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

                                      -54-
<PAGE>
SECTION 1302.  DEFEASANCE AND DISCHARGE.

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

SECTION 1303. COVENANT DEFEASANCE.

     Upon the  Company's  exercise  of its option (if any) to have this  Section
applied to any Securities or any series of  Securities,  as the case may be, (1)
the  Company  shall be  released  from its  obligations  under  Section  801(3),
Sections 1006 through 1007,  inclusive,  and any covenants  provided pursuant to
Section  301(19),  901(2) or  901(7)  for the  benefit  of the  Holders  of such
Securities  and (2) the  occurrence  of any event  specified in Sections  501(4)
(with respect to any of Section 801(3),  Sections 1006 through 1007,  inclusive,
and any such covenants  provided pursuant to Section 301(19),  901(2) or 901(7))
and 501(7)  shall be deemed  not to be or result in an Event of Default  and the
provisions of Article  Fourteen  shall cease to be effective,  in each case with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant
Defeasance").  For this  purpose,  such  Covenant  Defeasance  means that,  with
respect to such  Securities,  the Company may omit to comply with and shall have
no liability in respect of any term,  condition or  limitation  set forth in any
such  specified  Section  (to the  extent so  specified  in the case of  Section
501(4)) or Article  Fourteen,  whether  directly or  indirectly by reason of any
reference  elsewhere  herein to any such  Section or Article or by reason of any
reference in any such Section or Article to any other provision herein or in any
other document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

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

                                      -55-
<PAGE>
          (1) The  Company  shall  irrevocably  have  deposited  or caused to be
     deposited  with  the  Trustee  (or  another  trustee  which  satisfies  the
     requirements  contemplated  by Section  609 and  agrees to comply  with the
     provisions  of this Article  applicable  to it) as trust funds in trust for
     the  purpose  of making the  following  payments,  specifically  pledged as
     security for, and dedicated  solely to, the benefits of the Holders of such
     Securities,  (A) money in an  amount,  or (B) U.S.  Government  Obligations
     which  through the  scheduled  payment of principal and interest in respect
     thereof in accordance with their terms will provide, not later than one day
     before  the  due  date  of  any  payment,  money  in an  amount,  or  (C) a
     combination  thereof,  in  each  case  sufficient,  in  the  opinion  of  a
     nationally recognized firm of independent public accountants expressed in a
     written  certification  thereof  delivered  to  the  Trustee,  to  pay  and
     discharge,  and which  shall be applied by the  Trustee  (or any such other
     qualifying trustee) to pay and discharge,  the principal of and any premium
     and interest on such  Securities on the respective  Stated  Maturities,  in
     accordance  with the terms of this Indenture and such  Securities.  As used
     herein, "U.S. Government  Obligation" means (x) any security which is (i) a
     direct  obligation of the United States of America for the payment of which
     the full  faith and  credit of the  United  States of America is pledged or
     (ii) an obligation of a Person controlled or supervised by and acting as an
     agency or  instrumentality  of the United  States of America the payment of
     which is  unconditionally  guaranteed as a full faith and credit obligation
     by the United States of America,  which, in either case (i) or (ii), is not
     callable or  redeemable  at the option of the issuer  thereof,  and (y) any
     depositary  receipt issued by a bank (as defined in Section  3(a)(2) of the
     Securities Act) as custodian with respect to any U.S. Government Obligation
     which is  specified  in  Clause  (x)  above  and held by such  bank for the
     account of the holder of such  depositary  receipt,  or with respect to any
     specific  payment  of  principal  of or  interest  on any  U.S.  Government
     Obligation  which is so  specified  and  held,  PROVIDED  that  (except  as
     required by law) such  custodian is not  authorized  to make any  deduction
     from the amount payable to the holder of such  depositary  receipt from any
     amount  received  by  the  custodian  in  respect  of the  U.S.  Government
     Obligation  or the specific  payment of principal or interest  evidenced by
     such depositary receipt.

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

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

                                      -56-
<PAGE>
     subject to Federal income tax on the same amount, in the same manner and at
     the same times as would be the case if such deposit and Covenant Defeasance
     were not to occur.

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

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

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

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

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

          (9) At the time of such deposit,  (A) no default in the payment of any
     principal of or premium or interest on any Senior Debt shall have  occurred
     and be continuing,  (B) no event of default with respect to any Senior Debt
     shall have resulted in such Senior Debt becoming, and continuing to be, due
     and payable prior to the date on which it would  otherwise  have become due
     and  payable  (unless  payment  of such  Senior  Debt has been made or duly
     provided for), and (C) no other event of default with respect to any Senior
     Debt shall have  occurred and be  continuing  permitting  (after  notice or
     lapse of time or both) the  holders  of such  Senior  Debt (or a trustee on
     behalf of such  holders) to declare such Senior Debt due and payable  prior
     to the date on which it would otherwise have become due and payable.

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

                                      -57-
<PAGE>
SECTION 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE
              HELD IN TRUST; MISCELLANEOUS PROVISIONS.

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

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

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

SECTION 1306. REINSTATEMENT.

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

                                ARTICLE FOURTEEN

                           SUBORDINATION OF DEBENTURES

                                      -58-
<PAGE>
SECTION 1401. SECURITIES SUBORDINATE TO SENIOR DEBT.

     Unless  otherwise  provided  in a  supplemental  indenture  or  pursuant to
Section 301, the Company  covenants  and agrees,  and each Holder of  Securities
issued hereunder by his acceptance thereof likewise  covenants and agrees,  that
all  Securities  shall be  issued  subject  to the  provisions  of this  Article
Fourteen;  and each Holder of a Security,  whether upon  original  issue or upon
transfer  or  assignment  thereof,  accepts  and  agrees  to be  bound  by  such
provisions.

     The payment of the  principal  of,  premium,  if any,  and  interest on all
Securities  issued hereunder shall, to the extent and in the manner  hereinafter
set forth,  be subordinate  and subject in right of payment to the prior payment
in full of all Senior Debt, whether outstanding at the date of this Indenture or
thereafter incurred.

     No provision of this Article  Fourteen  shall prevent the occurrence of any
default or Event of Default hereunder.

SECTION 1402. PAYMENT OVER OF PROCEEDS UPON DEFAULT.

     In the event and during the  continuation  of any default in the payment of
principal,  premium,  interest  or any  other  payment  due on any  Senior  Debt
continuing  beyond  the period of grace,  if any,  specified  in the  instrument
evidencing such Senior Debt, unless and until such default shall have been cured
or waived or shall have ceased to exist,  and in the event that the  maturity of
any Senior Debt has been accelerated because of a default, then no payment shall
be made by the Company with respect to the principal  (including  redemption and
sinking fund payments) of, or premium, if any, or interest on the Securities.

     In the event that,  notwithstanding  the  foregoing,  any payment  shall be
received  by the Trustee or any holder when such  payment is  prohibited  by the
preceding  paragraphs of this Section 1402,  such payment shall be held in trust
for the  benefit  of, and shall be paid over or  delivered  to,  the  holders of
Senior Debt or their respective  representatives,  or to the trustee or trustees
under any  indenture  pursuant  to which any of such  Senior  Debt may have been
issued,  as their respective  interests may appear,  but only to the extent that
the holders of the Senior Debt (or their  representative or representatives or a
trustee)  notify the Trustee  within 90 days of such payment of the amounts then
due and owing on the Senior Debt and only the amounts  specified  in such notice
to the Trustee shall be paid to the holders of Senior Debt.

SECTION 1403. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

     Upon any payment by the Company,  or  distribution of assets of the Company
of any kind or character,  whether in cash, property or securities, to creditors
upon any  dissolution  or winding-up or  liquidation  or  reorganization  of the
Company,  whether  voluntary  or  involuntary  or  in  bankruptcy,   insolvency,
receivership  or other  proceedings,  all  amounts due or to become due upon all
Senior  Debt shall first be paid in full,  or payment  thereof  provided  for in
money in accordance with its terms, before any payment is made on account of the
principal with its terms, before any payment is made on account of the principal
(and  premium,  if any)  or  interest  on the  Securities;  and  upon  any  such
dissolution or winding-up or liquidation  or  reorganization  any payment by the
Company,  or  distribution  of assets of the  Company of any kind or  character,
whether in cash, property or securities,  to which the Holders of the Securities
or the Trustee  would be  entitled,  except for the  provisions  of this Article

                                      -59-
<PAGE>
Fourteen,  shall  be  paid  by  the  Company  or by  any  receiver,  trustee  in
bankruptcy,  liquidating  trustee,  agent or other person making such payment or
distribution,  or by the Holders of the  Securities or by the Trustee under this
Indenture if received by them or it, directly to the holders of Senior Debt (pro
rata to such holders on the basis of the respective  amounts of Senior Debt held
by such  holders,  as  calculated  by the  Company) or their  representative  or
representatives,  or to the trustee or trustees under any indenture  pursuant to
which any instruments  evidencing any Senior Debt may have been issued, as their
respective  interests may appear, to the extent necessary to pay all Senior Debt
in full,  in money or  money's  worth,  after  giving  effect to any  concurrent
payment or distribution to or for the holders of Senior Debt, before any payment
or distribution is made to the holders of Securities or to the Trustee.

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

     For  purposes  of this  Article  Fourteen,  the words,  "cash,  property or
securities"  shall not be deemed to  include  shares of stock of the  Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization  or readjustment,  the payment of which
is subordinated  at least to the extent  provided in this Article  Fourteen with
respect to the  Securities  to the  payment of all Senior  Debt which may at the
time be  outstanding;  PROVIDED  that (i) the Senior  Debt is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of the Senior  Debt are not,  without the consent
of  such  holders,   altered  by  such   reorganization  or  readjustment.   The
consolidation  of the Company with,  or the merger of the Company into,  another
corporation  or the  liquidation  or  dissolution  of the Company  following the
conveyance or transfer of its property as an entirety,  or  substantially  as an
entirety,  to another  corporation upon the terms and conditions provided for in
Article Eight hereof shall not be deemed a dissolution,  winding-up, liquidation
or  reorganization  for  the  proposes  of  this  Section  1403  if  such  other
corporation  shall,  as a part  of such  consolidation,  merger,  conveyance  or
transfer,  comply with the conditions stated in Article Eight hereof. Nothing in
Section  1402 or in this  Section 1403 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 607.

SECTION 1404. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT.

     Subject  to the  payment  in full of all  Senior  Debt,  the  rights of the
holders of the  Securities  shall be  subrogated to the rights of the holders of
Senior Debt to receive payments or distributions of cash, property or securities
of the Company  applicable to the Senior Debt until the principal  (and premium,
if any) and  interest  on the  Securities  shall be paid in full;  and,  for the
purposes of such subrogation,  no payment or distributions to the holders of the

                                      -60-
<PAGE>
Senior  Debt of any cash,  property  or  securities  to which the holders of the
Securities  or the Trustee would be entitled  except for the  provisions of this
Article Fourteen, and no payment over pursuant to the provisions of this Article
Fourteen,  to or for the benefit of the holders of Senior Debt by holders of the
Securities or the Trustee,  shall,  as between the Company,  its creditors other
than holders of Senior Debt, and the Holders of the Securities,  be deemed to be
a payment by the Company to or on account of the Senior Debt.  It is  understood
that the provisions of this Article Fourteen are and are intended solely for the
purposes of defining the relative  rights of the holders of the  Securities,  on
the one hand, and the holders of the Senior Debt on the other hand.

     Nothing  contained in this Article  Fourteen or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as between the Company, its
creditors  other  than the  holders  of  Senior  Debt,  and the  holders  of the
Securities,  the obligation of the Company, which is absolute and unconditional,
to pay to the holders of the Securities  the principal of (and premium,  if any)
and interest on the Securities as and when the same shall become due and payable
in accordance  with their terms,  or is intended to or shall affect the relative
rights of the holders of the  Securities and creditors of the Company other than
the  holders  of the Senior  Securities,  nor shall  anything  herein or therein
prevent the Trustee or the holder of any Security from  exercising  all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article Fourteen of the holders of Senior Debt
in respect of cash,  property or  securities  of the Company  received  upon the
exercise of any such remedy.

     Upon any payment of  distribution  of assets of the Company  referred to in
this Article Fourteen, the Trustee, subject to the provision of Article Six, and
the holders of the Securities shall be entitled to rely upon any order or decree
made  by  any  court  of  competent  jurisdiction  in  which  such  dissolution,
winding-up,   liquidation  or  reorganization,   liquidation  or  reorganization
proceedings  are  pending,  or  a  certificate  of  the  receiver,   trustee  in
bankruptcy,  liquidation  trustee,  agent or other person making such payment or
distribution,  delivered to the Trustee or to the Holders of the Securities, for
the  purposes of  ascertaining  the  persons  entitled  to  participate  in such
distribution,  the  holders of the  Senior  Debt and other  indebtedness  of the
Company,  the amount  hereof or payable  thereon,  the amount or amounts paid or
distributed  thereon and all other facts  pertinent  thereto or to this  Article
Fourteen.

SECTION 1405. TRUSTEE TO EFFECTUATE SUBORDINATION.

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

SECTION 1406. NOTICE TO TRUSTEE.

     The Company shall give prompt  written  notice to a Responsible  Officer of
the Trustee of any fact known to the Company which would  prohibit the making of
any payment of monies to or by the Trustee in respect of the Securities pursuant
to the provisions of this Article  Fourteen.  Notwithstanding  the provisions of
this  Article  Fourteen or any other  provision of this  Indenture,  the Trustee

                                      -61-
<PAGE>
shall not be charged with  knowledge  of the  existence of any facts which would
prohibit  the making of any payment of monies to or by the Trustee in respect of
the Securities  pursuant to the provisions of this Article Fourteen,  unless and
until a Responsible  Officer of the Trustee shall have received  written  notice
thereof at the  Principal  Office of the Trustee from the Company or a holder or
holders of Senior Debt or from any trustee  therefor;  and before the receipt of
any such written notice, the Trustee,  subject to the provisions of Article Six,
shall be entitled in all respects to assume that no such facts exist;  PROVIDED,
HOWEVER,  that if the Trustee shall not have received the notice provided for in
this Section 1406 at least two Business Days prior to the date upon which by the
terms hereof any money may become  payable for any purpose  (including,  without
limitation,  the payment of the principal of (or premium, if any) or interest on
any Security),  then, anything herein contained to the contrary notwithstanding,
the Trustee  shall have full power and  authority  to receive  such money and to
apply the same to the  purposes for which they were  received,  and shall not be
affected  by any notice to the  contrary  which may be received by it within two
Business Days prior to such date.

     The Trustee, subject to the provisions of Article Six, shall be entitled to
rely on the delivery to it of a written notice by a person representing  himself
to be a holder  of  Senior  Debt (or a trustee  on  behalf  of such  holder)  to
establish  that such  notice  has been  given by a holder  of  Senior  Debt or a
trustee on behalf of any such holder or  holders.  In the event that the Trustee
determines  in good faith that further  evidence is required with respect to the
right of any person as a holder of Senior Debt to  participate in any payment or
distribution  pursuant to this  Article  Fourteen,  the Trustee may request such
person to furnish  evidence to the reasonable  satisfaction of the Trustee as to
the amount of Senior Debt held by such  Person,  the extent to which such person
is entitled to participate in such payment or  distribution  and any other facts
pertinent to the rights of such person under this Article Fourteen,  and if such
evidence  is not  furnished  the  Trustee  may defer any  payment to such person
pending  judicial  determination  as to the right of such person to receive such
payment.

SECTION 1407. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT;
              PRESERVATION OF TRUSTEE'S RIGHTS.

         The  Trustee in its  individual  capacity  shall be entitled to all the
rights set forth in this  Article  Fourteen in respect of any Senior Debt at any
time held by it, to the same  extent as any  other  holder of Senior  Debt,  and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder.

     Nothing in this Article  Fourteen shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 607.

SECTION 1408. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.

     The Trustee shall not be deemed to own any fiduciary duty to the holders of
Senior Debt and, subject to the provisions of Article Six, the Trustee shall not
be liable to any holder of Senior Debt if it shall in good faith  mistakenly pay
over or deliver to holders of Securities,  the Company or any other person money
or assets to which any holder of Senior Debt shall be entitled by virtue of this
Article Fourteen or otherwise.

                                      -62-
<PAGE>
SECTION 1409. NO WAIVER OF SUBORDINATION PROVISIONS.

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

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

SECTION 1410. DEFEASANCE OF THIS ARTICLE FOURTEEN.

     The  subordination  of the Securities  provided by this Article Fourteen is
expressly made subject to the  provisions for Defeasance or Covenant  Defeasance
in Article Thirteen hereof and, anything herein to the contrary notwithstanding,
upon the  effectiveness  of any such  Defeasance  or  Covenant  Defeasance,  the
Securities then outstanding shall thereupon cease to be subordinated pursuant to
this Article Fourteen.

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

     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 as of the day and year first above written.


                                   PINNACLE WEST CAPITAL CORPORATION

                                   By Barbara M. Gomez
                                     -------------------------------------
                                     Treasurer


                                   THE BANK OF NEW YORK, as Trustee

                                   By Walter N. Gitlin
                                     -------------------------------------
                                     Vice President

                                      -63-
<PAGE>
STATE OF ARIZONA           )
                           )  ss.:
COUNTY OF MARICOPA         )

     On the 13th day of December,  2000,  before me  personally  came Barbara M.
Gomez, to me known,  who, being by me duly sworn, did depose and say that she is
Treasurer  of  Pinnacle  West  Capital  Corporation,  one  of  the  corporations
described in and which  executed the  foregoing  instrument;  that she knows the
seal of said  corporation;  that the seal  affixed  to said  instrument  is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation; and that she signed her name thereto by like authority.


                                           Debra L. Blondin
                                           -------------------------------------
                                           Commission expires 6/7/2004


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

     On the 12th day of  December,  2000,  before me  personally  came Walter N.
Gitlin,  to me known, who, being by me duly sworn, did depose and say that he is
Vice President of The Bank of New York, one of the corporations described in and
which  executed  the  foregoing  instrument;  that  he  knows  the  seal of said
corporation;  that the seal affixed to said  instrument is such corporate  seal;
that  it was so  affixed  by  authority  of  the  Board  of  Directors  of  said
corporation; and that he signed his name thereto by like authority.


                                           William J. Cassels
                                           -------------------------------------
                                           Commission expires May 16, 2002