<PAGE>

                                                                  Exhibit 4.9(a)

                              BANC ONE CORPORATION

                                       and

                            THE CHASE MANHATTAN BANK

                                     Trustee

                                    INDENTURE

                            Dated as of March 3, 1997

                             Senior Debt Securities

===============================================================================
<PAGE>

                              TABLE OF CONTENTS(1)

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>
                                   ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

SECTION 1.01.  Definitions.....................................................  1
               "this Indenture" and certain other terms........................  1
               "Act"...........................................................  2
               "Affiliate".....................................................  2
               "Authenticating Agent"..........................................  3
               "Authorized Newspaper"..........................................  3
               "Authorized Officer"............................................  3
               "Bearer Security"...............................................  3
               "Board of Directors"............................................  3
               "Board Resolution"..............................................  3
               "Business Day"..................................................  3
               "CEDEL; CEDEL S.A.".............................................  3
               "Commission"....................................................  3
               "Common Depositary".............................................  4
               "Company".......................................................  4
               "Company Request" and "Company Order"...........................  4
               "corporation"...................................................  4
               "coupon"........................................................  4
               "Defaulted Interest"............................................  4
               "Depositary"....................................................  4
               "Designated Currency"...........................................  4
               "Dollar"........................................................  4
               "ECU"...........................................................  5
               "Euroclear".....................................................  5
               "European Communities"..........................................  5
               "Event of Default"..............................................  5
               "Exchange Rate".................................................  5
               "Exchange Rate Agent"...........................................  5
               "Exchange Rate Officer's Certificate"...........................  5
               "Foreign Currency"..............................................  5
               "Global Exchange Date"..........................................  5
</TABLE>

---------
(1) This table of Contents is not part of the Indenture.

                                     Page 2

<PAGE>

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>
               "Global Security"..............................................   6
               "Holder".......................................................   6
               "interest".....................................................   6
               "Interest Payment Date"........................................   6
               "Maturity".....................................................   6
               "Officers' Certificate"........................................   6
               "Opinion of Counsel"...........................................   6
               "Original Issue Discount Security".............................   6
               "Outstanding"..................................................   7
               "Paying Agent".................................................   8
               "Person".......................................................   8
               "Place of Payment".............................................   8
               "Predecessor Security".........................................   8
               "Principal Corporate Trust Office".............................   8
               "Principal Paying Agent".......................................   8
               "Redemption Date"..............................................   8
               "Redemption Price".............................................   8
               "Registered Security"..........................................   9
               "Regular Record Date"..........................................   9
               "Remarketing Entity"...........................................   9
               "Repayment Date"...............................................   9
               "Repayment Price"..............................................   9
               "Responsible Officer"..........................................   9
               "Security" or "Securities".....................................   9
               "Security Register"............................................   9
               "Security Registrar"...........................................   9
               "Special Record Date"..........................................  10
               "Stated Maturity"..............................................  10
               "Subsidiary of the Company" or "Subsidiary"....................  10
               "Trustee"......................................................  10
               "Trust Indenture Act" or "TIA".................................  10
               "United States"................................................  10
               "United States Alien"..........................................  10
               "vice president"...............................................  11
SECTION 1.02.  Compliance Certificates and Opinions...........................  11
SECTION 1.03.  Form of Documents Delivered to Trustee.........................  12
SECTION 1.04.  Acts of Holders................................................  12
SECTION 1.05.  Notices, etc., to Trustee and Company..........................  16
SECTION 1.06.  Notices to Holders; Waiver.....................................  16
SECTION 1.07.  Language of Notices, Etc.......................................  18
SECTION 1.08.  Conflict with Trust Indenture Act..............................  18
</TABLE>

                                     Page 3

<PAGE>

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>
SECTION 1.09.  Effect of Headings and Table of Contents.......................  18
SECTION 1.10.  Successors and Assigns.........................................  18
SECTION 1.11.  Separability Clause............................................  18
SECTION 1.12.  Benefits of Indenture..........................................  18
SECTION 1.13.  Legal Holidays.................................................  19
SECTION 1.14.  Governing Law..................................................  19

                                   ARTICLE TWO

                                 Security Forms

SECTION 2.01.  Forms Generally................................................  19
SECTION 2.02.  Form of Securities.............................................  20
SECTION 2.03.  Form of Trustee's Certificate of Authentication................  21
SECTION 2.04.  Global Securities..............................................  21

                                  ARTICLE THREE

                                 The Securities

SECTION 3.01.  Title and Terms................................................  22
SECTION 3.02.  Denominations..................................................  25
SECTION 3.03.  Execution, Authentication, Delivery and Dating.................  26
SECTION 3.04.  Temporary Securities...........................................  29
SECTION 3.05.  Registration, Registration of
                   Transfer and Exchange......................................  33
SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen
                   Securities.................................................  38
SECTION 3.07.  Payment of Interest; Interest Rights
                   Preserved..................................................  40
SECTION 3.08.  Persons Deemed Owners..........................................  42
SECTION 3.09.  Cancellation...................................................  43
SECTION 3.10.  Computation of Interest........................................  43
SECTION 3.11.  Forms of Certification.........................................  44
SECTION 3.12.  Judgments......................................................  44
</TABLE>

                                     Page 4

<PAGE>

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>
                                  ARTICLE FOUR

                            Redemption of Securities

SECTION 4.01.  Applicability of Article.......................................  45
SECTION 4.02.  Election to Redeem; Notice to Trustee..........................  46
SECTION 4.03.  Selection by Security Registrar of Securities to be Redeemed...  46
SECTION 4.04.  Notice of Redemption...........................................  47
SECTION 4.05.  Deposit of Redemption Price....................................  48
SECTION 4.06.  Securities Payable on Redemption Date..........................  48
SECTION 4.07.  Securities Redeemed in Part....................................  49
SECTION 4.08.  Redemption Suspended During Event of Default...................  49

                                  ARTICLE FIVE

                                    Covenants

SECTION 5.01.  Payment of Principal, Premium and Interest.....................  50
SECTION 5.02.  Maintenance of Office or Agency................................  50
SECTION 5.03.  Money for Security Payments to Be Held in Trust................  52
SECTION 5.04.  Additional Amounts.............................................  54
SECTION 5.05.  Statement as to Compliance.....................................  55
SECTION 5.06.  Maintenance of Corporate Existence, Rights and Franchises......  56

                                   ARTICLE SIX

                           Holders' Lists and Reports
                             By Trustee and Company

SECTION 6.01.  Company to Furnish Trustee Names and Addresses of Holders......  56
SECTION 6.02.  Preservation of Information; Communications to Holders.........  57
SECTION 6.03.  Reports by Trustee.............................................  59
SECTION 6.04.  Reports by Company.............................................  59
</TABLE>

                                     Page 5

<PAGE>

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>
                                  ARTICLE SEVEN

                                    Remedies

SECTION 7.01.  Events of Default..............................................  60
SECTION 7.02.  Acceleration of Maturity; Rescission and Annulment.............  62
SECTION 7.03.  Collection of Indebtedness and Suits for
               Enforcement by Trustee.........................................  63
SECTION 7.04.  Trustee May File Proofs of Claim...............................  64
SECTION 7.05.  Trustee May Enforce Claims Without
                   Possession of Securities...................................  65
SECTION 7.06.  Application of Money Collected.................................  65
SECTION 7.07.  Limitation on Suits............................................  66
SECTION 7.08.  Unconditional Right of Holders to
                   Receive Principal, Premium and Interest....................  67
SECTION 7.09.  Restoration of Rights and Remedies.............................  67
SECTION 7.10.  Rights and Remedies Cumulative.................................  68
SECTION 7.11.  Delay or Omission Not Waiver...................................  68
SECTION 7.12.  Control by Holders.............................................  68
SECTION 7.13.  Waiver of Past Defaults........................................  69
SECTION 7.14.  Undertaking for Costs..........................................  69
SECTION 7.15.  Waiver of Stay or Extension Laws...............................  70

                                  ARTICLE EIGHT

                                   The Trustee

SECTION 8.01.  Certain Duties and Responsibilities............................  70
SECTION 8.02.  Notice of Default..............................................  72
SECTION 8.03.  Certain Rights of Trustee......................................  72
SECTION 8.04.  Not Responsible for Recitals or Issuance of Notes..............  74
SECTION 8.05.  May Hold Securities............................................  74
SECTION 8.06.  Money Held in Trust............................................  74
SECTION 8.07.  Compensation and Reimbursement.................................  74
SECTION 8.08.  Disqualification; Conflicting Interests..... ..................  75
SECTION 8.09.  Corporate Trustee Required; Eligibility........................  76
</TABLE>

                                     Page 6

<PAGE>

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>
SECTION 8.10.  Resignation and Removal; Appointment of Successor..............  76
SECTION 8.11.  Acceptance of Appointment by Successor.........................  79
SECTION 8.12.  Merger, Conversion, Consolidation or
                   Succession to Business of Trustee..........................  80
SECTION 8.13.  Preferential Collection of Claims Against Company..............  81
SECTION 8.14.  Appointment of Authenticating Agents...........................  81

                                  ARTICLE NINE

                             Supplemental Indentures

SECTION 9.01.  Supplemental Indentures Without Consent of Holders.............  83
SECTION 9.02.  Supplemental Indentures With Consent of Holders................  85
SECTION 9.03.  Execution of Supplemental Indentures...........................  86
SECTION 9.04.  Effect of Supplemental Indentures..............................  87
SECTION 9.05.  Conformity with Trust Indenture Act............................  87
SECTION 9.06.  Reference in Securities to Supplemental Indentures.............  87

                                   ARTICLE TEN

                  Consolidation, Merger, Conveyance or Transfer

SECTION 10.01. Company May Consolidate, etc., Only on Certain Terms...........  87
SECTION 10.02. Successor Corporation Substituted..............................  88

                                 ARTICLE ELEVEN

                           Satisfaction and Discharge

SECTION 11.01. Satisfaction and Discharge of Indenture........................  88
SECTION 11.02. Application of Trust Money.....................................  90
SECTION 11.03. Reinstatement..................................................  90
</TABLE>

                                     Page 7

<PAGE>

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>
                                 ARTICLE TWELVE

                    Immunity of Incorporators, Stockholders,
                             Officers and Directors

SECTION 12.01. Exemption from Individual Liability............................  91

                                ARTICLE THIRTEEN

                                  Sinking Funds

SECTION 13.01. Applicability of Article.......................................  91
SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities..........  92
SECTION 13.03. Redemption of Securities for Sinking Fund......................  92

                                ARTICLE FOURTEEN

                       Repayment at the Option of Holders

SECTION 14.01. Applicability of Article.......................................  93
SECTION 14.02. Repayment of Securities........................................  93
SECTION 14.03. Exercise of Option; Notice.....................................  93
SECTION 14.04. Election of Repayment by Remarketing Entities..................  95
SECTION 14.05. Securities Payable on the Repayment Date.......................  95

                                 ARTICLE FIFTEEN

                        Meeting of Holders of Securities

SECTION 15.01. Purposes for Which Meetings May Be Called......................  96
SECTION 15.02  Call, Notice and Place of Meetings.............................  96
SECTION 15.03. Persons Entitled to Vote at Meetings...........................  97
SECTION 15.04. Quorum; Action.................................................  97
</TABLE>

                                     Page 8

<PAGE>

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>
SECTION 15.05. Determination of Voting Rights;
                   Conduct and Adjournment of Meetings........................  98
SECTION 15.06. Counting Votes and Recording Action of Meetings................  99

                                 ARTICLE SIXTEEN

                                  Miscellaneous

SECTION 16.01. Counterparts..................................................   100
TESTIMONIUM..................................................................   101
SIGNATURES AND SEALS.........................................................   101
ACKNOWLEDGMENTS..............................................................   102
</TABLE>

<TABLE>
<S>                        <C>
EXHIBIT A.                 Form of Certificate to be Given by
                           Person Entitled to Receive Bearer
                           Security

EXHIBIT B.                 Form of Certificate to be Given by
                           Euroclear and CEDEL S.A. in Connection
                           with the Exchange of a Portion of a
                           Temporary Global Security

EXHIBIT C.                 Form of Certificate to be Given by
                           Euroclear and CEDEL S.A. to Obtain
                           Interest Prior to an Exchange Date

EXHIBIT D.                 Form of Certificate to be Given by
                           Beneficial Owners to Obtain Interest
                           Prior to an Exchange Date
</TABLE>

<PAGE>

           TABLE SHOWING REFLECTION IN INDENTURE OF CERTAIN PROVISIONS
                         OF TRUST INDENTURE ACT OF 1939

<TABLE>
<CAPTION>
                                                                 Reflected in
                                                               Indenture Section
                                                               -----------------
<S>                                                            <C>
TIA
Section 310(a)(1)...........................................    8.09
           (a)(2)...........................................    8.09
           (a)(3)...........................................    Not Applicable
           (a)(4)...........................................    Not Applicable
           (a)(5)...........................................    8.09
           (b)..............................................    8.08
                                                                8.10
           (c)..............................................    Not Applicable
Section 311(a)..............................................    8.13
           (b)..............................................    8.13
Section 312(a)..............................................    6.01
                                                                6.02(i)
           (b)..............................................    6.02(ii)
           (c)..............................................    6.02(iii)
Section 313(a)..............................................    6.03(i)
           (b)..............................................    6.03(ii)
           (c)..............................................    6.03(i),(ii) and
                                                                (iii)
           (d)..............................................    6.03(iii)
Section 314(a)..............................................    6.04
                                                                5.05
           (b)..............................................    Not Applicable
           (c)(1)...........................................    1.02
           (c)(2)...........................................    1.02
           (c)(3)...........................................    Not Applicable
           (d)..............................................    Not Applicable
           (e)..............................................    1.02
           (f)..............................................    Not Applicable
Section 315(a)..............................................    8.01(i)
                                                                8.01(iii)
           (b)..............................................    8.02
           (c)..............................................    8.01(ii)
           (d)..............................................    8.01
           (d)(1)...........................................    8.01(i)
           (d)(2)...........................................    8.01(iii)(b)
           (d)(3)...........................................    8.01(iii)(c)
           (e)..............................................    7.14
Section 316(a)..............................................    1.01
</TABLE>

                                     Page 2

<PAGE>

<TABLE>
<CAPTION>
                                                              Reflected in
                                                            Indenture Section
                                                            -----------------
<S>                                                         <C>
Section 316(a)(1)(A)........................................ 7.02
                                                             7.12
           (a)(1)(B)........................................ 7.13
           (a)(2)........................................... Not Applicable
           (b).............................................. 7.08
           (c).............................................. 1.04(viii)
Section 317(a)(1)........................................... 7.03
           (a)(2)........................................... 7.04
           (b).............................................. 5.03
Section 318(a).............................................. 1.08
           (c).............................................. 1.08
</TABLE>

<PAGE>

                        THIS INDENTURE is entered into as of March 3, 1997,
                  between BANC ONE CORPORATION, a corporation organized and
                  existing under the laws of the State of Ohio (hereinafter
                  called the "Company"), having its principal executive office
                  at 100 East Broad Street, Columbus, Ohio 43271, and THE CHASE
                  MANHATTAN BANK, a New York banking corporation (hereinafter
                  called the "Trustee"), having its principal corporate trust
                  office at 450 W. 33rd Street, 15th Floor, New York, New York
                  10001.

                             RECITALS OF THE COMPANY

            The Company deems it necessary from time to time to issue its
unsecured debentures, notes, bonds and other evidences of indebtedness to be
issued in one or more series (hereinafter called the "Securities") as
hereinafter set forth, and to provide therefor the Company has duly authorized
the execution and delivery of this Indenture.

            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 covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:

                                   ARTICLE ONE

                              Definitions and Other
                        Provisions of General Application

            SECTION 1.01. Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

            (i) the term "this Indenture" means this instrument as originally
      executed or as it may from

                                     Page 2

<PAGE>

      time to time be supplemented or amended by one or more indentures
      supplemental hereto entered into pursuant to the applicable provisions
      hereof and shall include the terms of particular series of Securities
      established as contemplated by Section 3.01;

            (ii) all references in this instrument to designated "Articles",
      "Sections" and other subdivisions are to the designated Articles, Sections
      and other subdivisions of this Indenture. 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;

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

            (iv) 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; and

            (v) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles, and, except as may be otherwise expressly provided herein or
      in one or more indentures supplemental hereto, the term "generally
      accepted accounting principles" with respect to any computation required
      or permitted hereunder shall mean such accounting principles as are
      generally accepted at the date of such computation.

            "Act", when used with respect to any Holder, has the meaning
specified in Section 1.04.

            "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.

                                     Page 3

<PAGE>

            "Authenticating Agent" means any Person authorized to act on behalf
of the Trustee to authenticate Securities pursuant to Section 8.14.

            "Authorized Newspaper" means a newspaper, in an official language of
the country of publication or in the English language, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is
used or in the financial community of such place. Where successive publications
are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

            "Authorized Officer" means the Chairman of the Board, the President,
any Vice Chairman of the Board, any Vice President, the Treasurer, the
Secretary, the Comptroller, any Assistant Comptroller, any Assistant Treasurer
or any Assistant Secretary of the Company.

            "Bearer Security" means any Security in the form established
pursuant to Section 2.02 which is payable to bearer, including, without
limitation, unless the context otherwise indicates, a Security in global bearer
form.

            "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 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" means any day, other than a Saturday or Sunday, on
which banking institutions in the City of Columbus, Ohio and any Place of
Payment for the Securities are open for business.

            "CEDEL" or "CEDEL S.A." means Cedel Bank, societe anonyme or its
successors.

            "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or if any time after
the execution and

                                     Page 4

<PAGE>

delivery 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.

            "Common Depositary" has the meaning specified in Section
3.04(b)(ii).

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

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

            "corporation" includes corporations, associations, companies and
business trusts.

            "coupon" means any interest coupon appertaining to a Bearer
Security.

            "Defaulted Interest" has the meaning specified in Section 3.07.

            "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of a Global Security, the Person designated as
Depositary by the Company pursuant to Section 3.01 until a successor Depositary
shall have been appointed pursuant to Section 3.05, and thereafter "Depositary"
shall mean or include each Person who is then a Depositary hereunder, and if at
any time there is more than one such Person, "Depositary" as used with respect
to the Securities of any such series shall mean the Depositary with respect to
the Securities of that series.

            "Designated Currency" has the meaning specified in Section 3.12.

            "Dollar" or "$" means the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.

                                     Page 5

<PAGE>

            "ECU" means the European Currency Unit as defined and revised from
time to time by the Council of the European Communities.

            "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels Office, as operator of the Euroclear System.

            "European Communities" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community.

            "Event of Default" has the meaning specified in Section 7.01.

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

            "Exchange Rate" shall have the meaning specified as contemplated in
Section 3.01.

            "Exchange Rate Agent" shall have the meaning specified as
contemplated in Section 3.01.

            "Exchange Rate Officer's Certificate" with respect to any date for
the payment of principal of (and premium, if any) and interest on any series of
Securities, means a Certificate setting forth the applicable Exchange Rate and
the amounts payable in Dollars and Foreign Currencies in respect of the
principal of (and premium, if any) and interest on Securities denominated in
ECU, any other composite currency or Foreign Currency, and signed by the
Chairman of the Board, a Vice Chairman of the Board, the President, any Vice
President, the Treasurer or any Assistant Treasurer of the Company or the
Exchange Rate Agent appointed pursuant to Section 3.01 and delivered to the
Trustee.

            "Foreign Currency" means a currency issued by the government of any
country other than the United States of America.

            "Global Exchange Date" has the meaning specified in Section
3.04(b)(iv).

                                     Page 6

<PAGE>

            "Global Security" means a Security issued to evidence all or a part
of a series of Securities in accordance with Section 3.03.

            "Holder" with respect to a Registered Security, means a Person in
whose name such Registered Security is registered in the Security Register and,
with respect to a Bearer Security (or any temporary Global Security) or a
coupon, means the bearer thereof.

            "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 series of
Securities, means the Stated Maturity of an instalment of interest on such
Securities.

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

            "Officers' Certificate" means a certificate signed by the Chairman
of the Board, the President, a Vice Chairman of the Board, or a Vice President,
and by the Treasurer, an Assistant Treasurer, the Comptroller, an Assistant
Comptroller, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee. Each such certificate shall contain the statements set
forth in Section 1.02, if applicable.

            "Opinion of Counsel" means a written opinion of counsel, who may
(except as otherwise expressly provided in this Indenture) be an employee of the
Company, and who shall be reasonably acceptable to the Trustee. Each such
opinion shall contain the statements set forth in Section 1.02, if applicable.

            "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 7.02.

                                     Page 7

<PAGE>

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

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

            (ii) such 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; and

            (iii) such Securities in lieu of which other Securities have been
      authenticated and delivered pursuant to Section 3.06 of this Indenture;

provided, however, that in determining whether the Holders of the requisite
principal amount of such Securities Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Securities, the principal amount of
Original Issue Discount Securities that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the Maturity thereof pursuant to Section 7.02, and Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company
or 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 or
waiver, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be 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 such other obligor.

                                     Page 8

<PAGE>

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

            "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, 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, subject to the provisions of Section
5.02, the principal of (and premium, if any) and interest on the Securities of
that series are payable as specified in accordance with Section 3.01.

            "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 3.06 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.

            "Principal Corporate Trust Office" means the office of the Trustee,
at which at any particular time its corporate trust business shall be
principally administered, which office at the date of execution of this
instrument is at the address set forth in the first paragraph of this
instrument.

            "Principal Paying Agent" means the Paying Agent, if any, designated
as such by the Company pursuant to Section 3.01 of this Indenture.

            "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 specified in such Security at which it is to be
redeemed pursuant to this Indenture.

                                     Page 9

<PAGE>

            "Registered Security" means any Security in the form established
pursuant to Section 2.02 which is registered in the Security Register.

            "Regular Record Date" for the interest payable on any Security on
any Interest Payment Date means the date, if any, specified in such Security as
the "Regular Record Date".

            "Remarketing Entity", when used with respect to the Securities of
any series which are repayable at the option of the Holders thereof before their
Stated Maturity, means any Person designated by the Company to purchase any such
Securities.

            "Repayment Date", when used with respect to any Security to be
repaid upon exercise of option for repayment by the Holder, means the date fixed
for such repayment pursuant to this Indenture.

            "Repayment Price", when used with respect to any Security to be
repaid upon exercise of option for repayment by the Holder, means the price at
which it is to be repaid pursuant to this Indenture.

            "Responsible Officer", when used with respect to the Trustee, means
any officer of the Trustee with direct responsibility for the administration of
this Indenture and also means, with respect to a particular corporate trust
matter, any other officer of the Trustee to whom such matter is referred because
of his knowledge of and familiarity with the particular subject.

            "Security" or "Securities" means any Security or Securities, as the
case may be, authenticated and delivered under this Indenture; provided,
however, that, if at any time there is more than one Person acting as Trustee
under this Indenture, "Securities," with respect to any such Person, shall mean
Securities authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee.

            "Security Register" has the meaning specified in Section 3.05.

            "Security Registrar" has the meaning specified in Section 3.05.

                                     Page 10

<PAGE>

            "Special Record Date" for the payment of any Defaulted Interest
means the date fixed by the Trustee pursuant to Section 3.07.

            "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 of the Company" or "Subsidiary" means a corporation, at
least a majority of the outstanding voting stock of which is owned, directly or
indirectly, by the Company or by one or more Subsidiaries of the Company, or by
the Company and one or more Subsidiaries of the Company.

            As used under this heading, the term "voting stock" means stock
having ordinary voting power for the election of directors irrespective of
whether or not stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency.

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

            "Trust Indenture Act" or "TIA" (except as herein otherwise expressly
provided) means the Trust Indenture Act of 1939, as in force at the date as of
which this instrument was executed, and, to the extent required by law, as
amended.

            "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

            "United States Alien", except as otherwise provided in or pursuant
to this Indenture, means any Person who, for United States Federal income tax
purposes, is a foreign corporation, a nonresident alien individual, a

                                     Page 11
<PAGE>

nonresident alien fiduciary of a foreign estate or trust, or a foreign
partnership, one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.

            "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 1.02. 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 an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except as otherwise
expressly provided in this Indenture) shall include:

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

            (ii) 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;

            (iii) 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

                                    Page 12

<PAGE>

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

            SECTION 1.03. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

            Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his 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 1.04. Acts of Holders. (i) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders or Holders of any series may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
If Securities of a series are issuable in whole or in part as Bearer Securities,
any request, demand, authorization, direction, notice, consent,

                                    Page 13

<PAGE>

waiver or other action provided by this Indenture to be given or taken by
Holders may, alternatively, be embodied in and evidenced by the record of
Holders of Securities voting in favor thereof, either in person or by proxies
duly appointed in writing, at any meeting of Holders of Securities duly called
and held in accordance with the provisions of Article Fifteen, or a combination
of such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee, and, where it is hereby
expressly required, to the Company. Such instrument or instruments and any such
record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments and so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or the holding by any
Person of a Security, shall be sufficient for any purpose of this Indenture and
(subject to Section 8.01) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section. The record of any meeting of
Holders of Securities shall be proved in the manner provided in Section 15.06.

            (ii) 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 the certificate of any 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 or on behalf of any legal entity other than an individual, such
certificate or affidavit shall also constitute proof of the authority of the
Person executing the same. 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.

            (iii) The ownership of Registered Securities shall be proved by the
Security Register.

            (iv) The principal amount and serial numbers of Bearer Securities
held by any Person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank or other depositary, wherever situated,
if such certificate shall be deemed by

                                    Page 14

<PAGE>

the Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(1) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding.

            (v) The fact and date of execution of any such instrument or
writing, the authority of the Person executing the same and the principal amount
and serial numbers of Bearer Securities held by the Person so executing such
instrument or writing and the date of holding the same may also be proved in any
other manner which the Trustee deems sufficient; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in
this Section.

            (vi) Any request, demand, authorization, direction, notice, consent,
waiver or other action by 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 any action taken, suffered or omitted by the Trustee or the Company
in reliance thereon, whether or not notation of such action is made upon such
Security.

            (vii) For purposes of determining the principal amount of
Outstanding Securities of any series the Holders of which are required,
requested or permitted to give any request, demand, authorization, direction,
notice, consent, waiver or take any other Act under the Indenture, each Security
denominated in a Foreign Currency or composite currency shall be deemed to have
the principal amount determined by the Exchange Rate Agent by converting the
principal amount of such Security in the currency in which such Security is
denominated into Dollars at the Exchange Rate as of the date such Act is
delivered to the Trustee and, where it is hereby expressly required, to the
Company, by Holders of the required aggregate principal amount of the

                                    Page 15

<PAGE>

Outstanding Securities of such series (or, if there is no such rate on such
date, such rate on the date determined as specified as contemplated in Section
3.01).

            (viii) The Company may, in the circumstances permitted by the Trust
Indenture Act, set a record date for purposes of determining the identity of
Holders of Securities of any series entitled to give any request, demand,
authorization, direction, notice, consent, waiver or take any other Act, or to
vote or consent to any action by vote or consent authorized or permitted to be
given or taken by Holders of Securities of such series. If not set by the
Company prior to the first solicitation of a Holder of Securities of such Series
made by any Person in respect of any such action, or in the case of any such
vote, prior to such vote, such record date shall be the later of 30 days prior
to the first solicitation of such consent or the date of the most recent list of
Holders of such Securities furnished to the Trustee pursuant to Section 6.01
prior to such solicitation.

            (ix) 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. Any notice given or
action taken by a Holder or its agents with regard to different parts of such
principal amount pursuant to this paragraph shall have the same effect as if
given or taken by separate Holders of each such different part.

            (x) Without limiting the generality of the foregoing, unless
otherwise specified pursuant to Section 3.01 or pursuant to one or more
indentures supplemental hereto, a Holder, including a Depositary that is the
Holder of a Global Security, may make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in this Indenture to be made, given or
taken by Holders, and a Depositary that is the Holder of a Global Security may
provide its proxy or proxies to the beneficial owners of interests in any such
Global Security through such Depositary's standing instructions and customary
practices.

                                    Page 16

<PAGE>

            (xi) The Company may fix a record date for the purpose of
determining the Persons who are beneficial owners of interests in any Global
Security held by a Depositary entitled under the procedures of such Depositary
to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other
action provided in this Indenture to be made, given or taken by Holders. If such
a record date is fixed, the Holders on such record date or their duly appointed
proxy or proxies, and only such Persons, shall be entitled to make, give or take
such request, demand, authorization, direction, notice, consent, waiver or other
action, whether or not such Holders remain Holders after such record date. No
such request, demand, authorization, direction, notice, consent, waiver or other
action shall be valid or effective if made, given or taken more than 90 days
after such record date.

            SECTION 1.05. 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:

            (i) 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 Principal Corporate Trust Office, Attention:
      Corporate Trustee Administration Department; or

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

            SECTION 1.06. Notices to Holders; Waiver. Where this Indenture or
any Security provides for notice to Holders of any event:

            (1) such notice shall be sufficiently given (unless otherwise herein
      or in such Security expressly provided) if in writing and mailed, first
      class,

                                    Page 17

<PAGE>

      postage prepaid, to each Holder of Registered Securities affected by such
      event, at his address as it appears in the Security Register, not later
      than the latest date, and not earlier than the earliest date, prescribed
      for the giving of such notice.

            (2) such notice shall be sufficiently given to Holders of Bearer
      Securities if published in an Authorized Newspaper in The City of New York
      and, if the Securities of such series are then listed on The International
      Stock Exchange of the United Kingdom and the Republic of Ireland Limited
      and such stock exchange shall so require, in London and, if the Securities
      of such series are then listed on the Luxembourg Stock Exchange and such
      stock exchange shall so require, in Luxembourg and, if the Securities of
      such series are then listed on any other stock exchange and such stock
      exchange shall so require, in any other required city outside the United
      States, or, if not practicable, elsewhere in Europe on a Business Day at
      least twice, the first such publication to be not earlier than the
      earliest date, and not later than the latest date, prescribed for the
      giving of such notice.

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

            In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published,

                                    Page 18

<PAGE>

shall affect the sufficiency of any notice mailed to Holders of Registered
Securities as provided above.

            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.

            SECTION 1.07. Language of Notices, etc. Any request, demand,
authorization, direction, notice, consent, or waiver required or permitted under
this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of publication.

            SECTION 1.08. Conflict with Trust Indenture Act. If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by, or with another provision (an "incorporated provision")
included in this Indenture by operation of, Sections 310 to 318, inclusive, of
the TIA, such imposed duties or incorporated provision shall control.

            SECTION 1.09. 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 1.10. 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 1.11. 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 1.12. 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

                                    Page 19

<PAGE>

any legal or equitable right, remedy or claim under this Indenture.

            SECTION 1.13. Legal Holidays. Unless otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities, in any
case where any Interest Payment Date, Stated Maturity, Repayment Date or
Redemption Date of any Security or any date on which any Defaulted Interest is
proposed to be paid shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provisions of the Securities or this Indenture)
payment of the principal of, premium, if any, or interest on any Securities need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date, Stated Maturity, Repayment Date or Redemption Date or on
the date on which Defaulted Interest is proposed to be paid, and, if such
payment is made, no interest shall accrue on such payment for the period from
and after any such Interest Payment Date, Stated Maturity, Repayment Date or
Redemption Date, or date on which Defaulted Interest is proposed to be paid, as
the case may be.

            SECTION 1.14. Governing Law. This Indenture and the Securities shall
be construed in accordance with and governed by the laws of the State of New
York.

                                   ARTICLE TWO

                                 Security Forms

            SECTION 2.01. Forms Generally. All Securities and any related
coupons shall have such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities or coupons, as evidenced by their execution
of the Securities or coupons.

            The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article.

            Unless otherwise provided as contemplated by Section 3.01 with
respect to any series of Securities, the

                                    Page 20

<PAGE>

Securities of each series shall be issuable in registered form without coupons.
If so provided as contemplated by Section 3.01, the Securities of a series shall
be issuable solely in bearer form, or in both registered form and bearer form.
Unless otherwise specified as contemplated by Section 3.01, Securities in bearer
form shall have interest coupons attached.

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

            SECTION 2.02. Form of Securities. Each Security and coupon shall be
in one of the forms approved from time to time by or pursuant to a Board
Resolution or an indenture supplemental hereto. Upon or prior to the delivery of
a Security or coupons in any such form to the Trustee for authentication, the
Company shall deliver to the Trustee the following:

            (i) such indenture supplemental hereto or the Board Resolution by or
      pursuant to which such form of Security or coupons has been approved,
      certified by the Secretary or an Assistant Secretary of the Company;

            (ii) the Officers' Certificate required by Section 3.01 of this
      Indenture;

            (iii) the Company Order required by Section 3.03 of this Indenture;
      and

            (iv) the Opinion of Counsel required by Section 3.03 of this
      Indenture.

            If temporary Securities of any series are issued in global form as
permitted by Section 3.04, the form thereof also shall be established as
provided in this Section 2.02.

                                    Page 21

<PAGE>

            SECTION 2.03. Form of Trustee's Certificate of Authentication.

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                          THE CHASE MANHATTAN BANK,
                                          as Trustee,

                                            by
                                               --------------------------
                                                   Authorized Officer

            SECTION 2.04. Global Securities. If Securities of a series are
issuable in whole or in part in global form, as specified as contemplated by
Section 3.01, then, notwithstanding clause (xii) of Section 3.01 and the
provisions of Section 3.02, such Global Security shall represent such of the
outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced or increased to
reflect exchanges or increased to reflect the issuance of additional
uncertificated securities of such series. Any endorsement of a Global Security
to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to Section 3.03 or
Section 3.04.

            Global Securities may be issued in either registered or bearer form
and in either temporary or permanent form.

                                    Page 22

<PAGE>

                                  ARTICLE THREE

                                 The Securities

            SECTION 3.01. Title and Terms. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is
unlimited. The Securities may be issued up to the aggregate principal amount of
Securities from time to time authorized by or pursuant to a Board Resolution.

            The Securities may be issued in one or more series. All Securities
of each series issued under this Indenture shall in all respects be equally and
ratably entitled to the benefits hereof with respect to such series without
preference, priority or distinction on account of the actual time or times of
the authentication and delivery or Maturity of the Securities of such series.
There shall be established in or pursuant to a Board Resolution, and set forth
in, 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:

            (i) the title of the Securities of the series (which shall
      distinguish the Securities of the series from all other Securities);

            (ii) any limit upon the aggregate principal amount or aggregate
      initial public offering price 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 that series pursuant to
      this Article Three or Sections 4.07, 9.06 or 14.03);

            (iii) the priority of payment, if any, of the Securities;

            (iv) The price or prices (which may be expressed as a percentage of
      the aggregate principal amount thereof) at which the Securities will be
      issued;

            (v) the date or dates on which the principal and premium, if any, of
      the Securities of the series is payable;

                                    Page 23

<PAGE>

            (vi) the rate or rates at which the Securities of the series shall
      bear interest, if any, or the method or methods by which such rates may be
      determined, if any, the date or dates from which such interest shall
      accrue, the Interest Payment Dates on which such interest shall be
      payable, the Regular Record Date for the interest payable on any Interest
      Payment Date and the basis upon which interest shall be calculated if
      other than that of a 360-day year consisting of twelve 30-day months;

            (vii) the extent to which any of the Securities will be issuable in
      temporary or permanent global form, and in such case, the Depositary for
      such Global Security or Securities, the terms and conditions, if any, upon
      which such Global Security may be exchanged in whole or in part for
      definitive securities, and the manner in which any interest payable on a
      temporary or permanent Global Security will be paid, whether or not
      consistent with Section 3.04 or 3.05;

            (viii) the office or offices or agency where, subject to Section
      5.02, the Securities may be presented for registration of transfer or
      exchange;

            (ix) the place or places where, subject to the provisions of Section
      5.02, the principal of (and premium, if any) and interest, if any, on
      Securities of the series shall be payable;

            (x) the period or periods within which, the price or prices at which
      and the terms and conditions upon which Securities of the series may be
      redeemed, in whole or in part, at the option of the Company;

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

            (xii) if other than denominations of $1,000 and any integral
      multiple thereof, the denominations in which Registered Securities of the
      series shall be issuable; and, if other than $5,000 or any integral
      multiple

                                    Page 24

<PAGE>

      thereof, the denominations in which Bearer Securities of the series shall
      be issuable;

            (xiii) the currency or currencies of denominations of the Securities
      of any series, which may be in Dollars, any Foreign Currency or any
      composite currency, including but not limited to the ECU, and, if any such
      currency of denomination is a composite currency other than the ECU, the
      agency or organization, if any, responsible for overseeing such composite
      currency;

            (xiv) the currency or currencies in which payment of the principal
      of (and premium, if any) and interest on the Securities will be made, the
      currency or currencies, if any, in which payment of the principal of (and
      premium, if any) or the interest on Registered Securities, at the election
      of each of the Holders thereof, may also be payable and the periods within
      which and the terms and conditions upon which such election is to be made
      and the Exchange Rate and the Exchange Rate Agent;

            (xv) if the amount of payments of principal of (and premium, if any)
      or any interest on Securities of the series may be determined with
      reference to an index, the method or methods by which such amounts shall
      be determined;

            (xvi) whether Securities of the series are to be issuable as
      Registered Securities, Bearer Securities or both, whether Securities of
      the series are to be issuable with or without coupons or both and, in the
      case of Bearer Securities, the date as of which such Bearer Securities
      shall be dated if other than the date of original issuance of the first
      Security of such series of like tenor and term to be issued;

            (xvii) whether, and under what conditions, additional amounts will
      be payable to Holders of Securities of the series pursuant to Section
      5.04;

            (xviii) whether any of the Securities will be issued as Original
      Issue Discount Securities and the portion of the principal amount of such
      Securities which shall be payable upon declaration of acceleration of the
      Maturity thereof pursuant to Section 7.02;

                                    Page 25

<PAGE>

            (xix) information with respect to book-entry procedures, if any;

            (xx) any addition to or change in the Events of Default or covenants
      of the Company pertaining to the Securities of the series; and

            (xxi) any other terms of the series.

            All Securities of any one series and the coupons appertaining to
Bearer Securities of such series, if any, shall be substantially identical
except, in the case of Registered Securities, as to denomination and except as
may otherwise be provided in or pursuant to such Board Resolution and set forth,
or determined in the manner provided, in such Officers' Certificate or in any
such indenture supplemental hereto.

            Securities of any particular series may be issued at various times,
with different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different Redemption Dates or Repayment Dates and may be
denominated in different currencies or payable in different currencies.

            Notwithstanding Section 3.01(ii) and unless otherwise expressly
provided with respect to a series of Securities, the aggregate principal amount
of a series of Securities may be increased and additional Securities of such
series may be issued up to the maximum aggregate principal amount authorized
with respect to such series as increased.

            SECTION 3.02. Denominations. The Securities of each series shall be
issuable in such form and denominations as shall be specified as contemplated by
Section 3.01. In the absence of any specification with respect to the Securities
of any series, the Registered Securities of each series shall be issuable only
as Securities without coupons in denominations of $1,000 and any integral
multiple thereof and the Bearer Securities of each series, if any, shall be
issuable with coupons and in denominations of $5,000 and any integral multiple
thereof.

                                    Page 26

<PAGE>

            SECTION 3.03. Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its President, a Vice Chairman of the Board, or one of its Vice
Presidents or its Treasurer and by its Secretary or one of its Assistant
Secretaries. The signatures of any or all of these officers on the Securities
may be manual or facsimile. Coupons shall bear the facsimile signature of the
Company's Chairman of the Board, its President, a Vice Chairman of the Board,
one of its Vice Presidents or the Treasurer.

            Securities and coupons 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, together
with any coupons appertaining thereto, 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 shall, upon receipt of the Company
Order, authenticate and deliver such Securities as in this Indenture provided
and not otherwise; provided, however, that, in connection with its original
issuance, no Bearer Security shall be mailed or otherwise delivered to any
location in the United States; and provided further that a Bearer Security may
be delivered in connection with its original issuance only if the Person
entitled to receive such Bearer Security shall have delivered to the Trustee, or
such other Person as shall be specified in a temporary Global Security delivered
pursuant to Section 3.04, a certificate in the form required by Section 3.11(i).

            If the Company shall establish pursuant to Section 3.01 that the
Securities of a series are to be issued in whole or in part in the form of one
or more Global Securities in registered or permanent bearer form, then the
Company shall execute and the Trustee shall, in accordance with this Section and
a Company Order for the authentication and delivery of such Global Securities
with respect to such series, authenticate and deliver one or more Global
Securities in permanent or temporary form that (i) shall represent and shall be
denominated in an aggregate amount

                                    Page 27

<PAGE>

equal to the aggregate principal amount of the Outstanding Securities of such
series to be represented by one or more Global Securities, (ii) shall be
registered, if in registered form, in the name of the Depositary for such Global
Security or Securities or the nominee of such Depositary, and (iii) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions.

            Each Depositary designated pursuant to Section 3.01 for a Global
Security in registered form must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency registered under the
Exchange Act and any other applicable statute or regulation.

            In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 8.01) shall be
fully protected in relying upon, an Opinion of Counsel complying with Section
1.02 and stating that:

            (i) the form of such Securities and coupons, if any, has been
      established in conformity with the provisions of this Indenture;

            (ii) the terms of such Securities and coupons, if any, or the manner
      of determining such terms, have been established in conformity with the
      provisions of this Indenture;

            (iii) that such Securities and coupons, 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 against the Company in accordance with their terms, subject to
      bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
      and other laws of general applicability relating to or affecting the
      enforcement of creditors' rights and to general principles of equity; and

            (iv) such other matters as the Trustee may reasonably request.

                                    Page 28

<PAGE>

            The Trustee shall not be required to authenticate such Securities if
the issue thereof will adversely 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 3.01 and of this Section
3.03, if all Securities of a series are not to be originally issued at one time,
it shall not be necessary to deliver the Board Resolution or Officers'
Certificate otherwise required pursuant to Section 3.01 or the Company Order and
Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior
to the time of 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 and such documents reasonably
contemplate the issuance of all Securities of such series; provided that any
subsequent request by the Company to the Trustee to authenticate Securities of
such series upon original issuance shall constitute a representation and
warranty by the Company that as of the date of such request, the statements made
in the Officers' Certificate or other certificates delivered pursuant to
Sections 1.02 and 3.01 shall be true and correct as if made on such date.

            A Company Order, Officers' Certificate or Board Resolution or
supplemental indenture delivered by the Company to the Trustee in the
circumstances set forth in the preceding paragraph may provide that Securities
which are the subject thereof will be authenticated and delivered by the Trustee
or its agent on original issue from time to time in the aggregate principal
amount, if any, established for such series pursuant to such procedures
acceptable to the Trustee as may be specified from time to time by Company Order
upon telephonic (promptly confirmed in writing), electronic or written order of
Persons designated in such Company Order, Officers' Certificate, supplemental
indenture or Board Resolution and that such Persons are authorized to determine,
consistent with such Company Order, Officers' Certificate, supplemental
indenture or Board Resolution, such terms and conditions of said Securities as
are specified in such Company Order, Officers' Certificate, supplemental
indenture or Board Resolution.

            Each Registered Security shall be dated the date of its
authentication; and unless otherwise specified as contemplated by Section 3.01,
each Bearer Security and any

                                    Page 29

<PAGE>

temporary Global Security referred to in Section 3.04 shall be dated as of the
date of original issuance of such Security.

            No Security or coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form provided for herein executed by the Trustee by manual signature of an
authorized officer, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 3.06, the Trustee shall
not authenticate and deliver any Bearer Security unless all appurtenant coupons
for interest then matured have been detached and canceled. Notwithstanding the
foregoing, if any Security or portion thereof shall have been duly 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 3.09 together with a written statement (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that
such Security or portion thereof has never been issued and sold by the Company,
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 3.04. Temporary Securities. (a) Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order and the receipt of the certifications and opinions required under Sections
3.01 and 3.03, the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denominations, substantially of the tenor of the
definitive Securities in lieu of which they are issued in registered form or, if
authorized, in bearer form with one or more coupons or without coupons, 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. In the case of any series which may be issuable as
Bearer Securities, such temporary Securities may be in global form, representing
such of the Outstanding Securities of such series as shall be specified therein.

                                    Page 30

<PAGE>

            (b) Unless otherwise provided pursuant to Section 3.01:

            (i) Except in the case of temporary Securities in global form, each
      of which shall be exchanged in accordance with the provisions of the
      following paragraphs, if temporary Securities of any series are issued,
      the Company will cause definitive Securities of such series to be prepared
      without unreasonable delay. After the preparation of definitive
      Securities, 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 (accompanied, if applicable, by all unmatured coupons and all
      matured coupons in default appertaining thereto), the Company shall
      execute and the Trustee shall authenticate and deliver in exchange
      therefor a like principal amount of definitive Securities of such series
      of authorized denominations; provided, however, that no definitive Bearer
      Security shall be delivered in exchange for a temporary Registered
      Security; and provided further that a definitive Bearer Security shall be
      delivered in exchange for a temporary Bearer Security only in compliance
      with the conditions set forth in the provisions of the third paragraph of
      Section 3.03. 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.

            (ii) If temporary Securities of any series are issued in global
      form, any such temporary Global Security shall, unless otherwise provided
      in such temporary Global Security, be delivered to the London office of a
      depositary or common depositary (the "Common Depositary"), for the benefit
      of the operator of Euroclear and CEDEL S.A., for credit to the respective
      accounts of the beneficial owners of such Securities (or to such other
      accounts as they may direct). Upon receipt of written instructions (which
      need not comply with Section 1.02) signed on behalf of the Company by any
      Person authorized to give such instructions, the Trustee or any
      Authenticating Agent shall endorse such temporary Global Security to
      reflect

                                    Page 31

<PAGE>

      the initial principal amount, or an increase in the principal amount, of
      Outstanding Securities represented thereby. Until such initial
      endorsement, such temporary Global Security shall not evidence any
      obligation of the Company. Such temporary Global Security shall at any
      time represent the aggregate principal amount of Outstanding Securities
      theretofore endorsed thereon as provided above, subject to reduction to
      reflect exchanges as described below.

            (iii) Unless otherwise specified in such temporary Global Security,
      and subject to the second proviso in the following paragraph, the interest
      of a beneficial owner of Securities of a series in a temporary Global
      Security shall be exchanged for definitive Securities (including a
      definitive global Bearer Security) of such series and of like tenor
      following the Global Exchange Date (as defined below) when the account
      holder instructs Euroclear or CEDEL S.A., as the case may be, to request
      such exchange on his behalf and delivers to Euroclear or CEDEL S.A., as
      the case may be, a certificate in the form required by Section 3.11(i),
      dated no earlier than 15 days prior to the Global Exchange Date, copies of
      which certificate shall be available from the offices of Euroclear and
      CEDEL S.A., the Trustee, any Authenticating Agent appointed for such
      series of Securities and each Paying Agent. Unless otherwise specified in
      such temporary Global Security, any such exchange shall be made free of
      charge to the beneficial owners of such temporary Global Security, except
      that a Person receiving definitive Securities must bear the cost of
      insurance, postage, transportation and the like in the event that such
      Person does not take delivery of such definitive Securities in person at
      the offices of Euroclear or CEDEL S.A. Definitive Securities in bearer
      form to be delivered in exchange for any portion of a temporary Global
      Security shall be delivered only outside the United States.

            (iv) Without unnecessary delay but in any event not later than the
      date specified in, or determined pursuant to the terms of, any such
      temporary Global Security as the "Global Exchange Date" (the "Global
      Exchange Date"), the Company shall deliver to the Trustee, or, if the
      Trustee appoints an Authenticating Agent pursuant to Section 8.14, to any
      such Authenticating Agent, definitive Securities in

                                    Page 32

<PAGE>

      aggregate principal amount equal to the principal amount of such temporary
      Global Security, executed by the Company. Unless otherwise specified as
      contemplated by Section 3.01, such definitive Securities shall be in the
      form of Bearer Securities or Registered Securities, or any combination
      thereof, as may be specified by the Company, the Trustee or any such
      Authenticating Agent, as may be appropriate. On or after the Global
      Exchange Date, such temporary Global Security shall be surrendered by the
      Common Depositary to the Trustee or any such Authenticating Agent, as the
      Company's agent for such purpose, to be exchanged, in whole or from time
      to time in part, for definitive Securities without charge and the Trustee
      or any such Authenticating Agent shall authenticate and deliver, in
      exchange for each portion of such temporary Global Security, an equal
      aggregate principal amount of definitive Securities of the same series, of
      authorized denominations and of like tenor as the portion of such
      temporary Global Security to be exchanged, which, except as otherwise
      specified as contemplated by Section 3.01, shall be in the form of Bearer
      Securities or Registered Securities, or any combination thereof; provided,
      however, that, unless otherwise specified in such temporary Global
      Security, upon such presentation by the Common Depositary, such temporary
      Global Security is accompanied by a certificate dated the Global Exchange
      Date or a subsequent date and signed by Euroclear as to the portion of
      such temporary Global Security held for its account then to be exchanged
      and a certificate dated the Global Exchange Date or a subsequent date and
      signed by CEDEL S.A., as to the portion of such temporary Global Security
      held for its account then to be exchanged, each in the form required by
      Section 3.11(ii); and provided further that a definitive Bearer Security
      (including a definitive global Bearer Security) shall be delivered in
      exchange for a portion of a temporary Global Security only in compliance
      with the conditions set forth in the provisions of the third paragraph of
      Section 3.03.

            (v) Upon any exchange of a portion of any such temporary Global
      Security, such temporary Global Security shall be endorsed by the Trustee
      or any such Authenticating Agent, as the case may be, to reflect the
      reduction of the principal amount evidenced thereby, whereupon its
      remaining principal amount shall be reduced for all purposes by the amount
      so exchanged.

                                    Page 33

<PAGE>

      Until so exchanged in full, such temporary Global Security shall in all
      respects be entitled to the same benefits under this Indenture as
      definitive Securities of such series authenticated and delivered
      hereunder, except that, unless otherwise specified as contemplated by
      Section 3.01, interest payable on such temporary Global Security on an
      Interest Payment Date for Securities of such series occurring prior to the
      applicable Global Exchange Date shall be payable, without interest, to
      Euroclear and CEDEL S.A. on or after such Interest Payment Date upon
      delivery by Euroclear and CEDEL S.A. to the Trustee or the Paying Agent,
      as the case may be, of a certificate or certificates in the form required
      by Section 3.11(iii), for credit on or after such Interest Payment Date to
      the respective accounts of the Persons who are the beneficial owners of
      such temporary Global Security on such Interest Payment Date and who have
      each delivered to Euroclear or CEDEL S.A., as the case may be, a
      certificate in the form required by Section 3.11(iv). Any interest so
      received by Euroclear and CEDEL S.A. and not paid as herein provided prior
      to the Global Exchange Date shall be returned to the Trustee or Paying
      Agent, as the case may be, which, upon expiration of two years after such
      Interest Payment Date, shall repay such interest to the Company on Company
      Request in accordance with Section 5.03.

            SECTION 3.05. Registration, Registration of Transfer and Exchange.
With respect to Registered Securities, the Company shall keep or cause to be
kept a register (sometimes 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 Registered Securities and the registration of
transfers of Registered Securities and the Company shall appoint a "Security
Registrar", and may appoint any "Co-Security Registrar" as may be appropriate,
to keep the Security Register. Such Security Register shall be in written form
or in any other form capable of being converted into written form within a
reasonable time. At all reasonable times the information contained in such
Security Register shall be available for inspection by the Trustee at the office
of the Security Registrar. In the event that any Registered Securities issued
hereunder have The City of New York as a Place of Payment, the Company shall
appoint either a Security Registrar or Co-Security Registrar located in The City
of New York.

                                    Page 34

<PAGE>

            Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency of the Company maintained
pursuant to Section 5.02 for such purpose in a Place of Payment for such 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 Registered
Securities of such series of any authorized denominations and of a like
aggregate principal amount, tenor and Stated Maturity.

            At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of such series, of any authorized
denominations and of like aggregate principal amount, tenor and Stated Maturity,
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.

            Registered Securities may not be exchanged for Bearer Securities.

            At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Bearer Securities to be exchanged at any such office or agency, with all
unmatured coupons and all matured coupons in default thereto appertaining. If
the Holder of a Bearer Security is unable to produce any such unmatured coupon
or coupons or matured coupon or coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of any such payment from the
Company; provided, however, that interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or
agency of a Paying Agent, maintained pursuant to Section 5.02 for such purpose,
located outside the United States. Notwithstanding

                                    Page 35

<PAGE>

the foregoing, in case a Bearer Security of any series is surrendered at any
such office or agency in exchange for a Registered Security of the same series
and like tenor after the close of business at such office or agency on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related date for
payment of Defaulted Interest, such Bearer Security shall be surrendered without
the coupon relating to such Interest Payment Date or proposed date for payment,
as the case may be.

            Notwithstanding any other provision of this Section, unless and
until it is exchanged in whole or in part for individual Securities represented
thereby, a Global Security representing all or a portion of the Securities of a
series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

            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.

            If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series or if at any time the Depositary for the
Securities of such series shall no longer be eligible under Section 3.03, the
Company shall appoint a successor Depositary with respect to the Securities of
such series. If a successor Depositary for the Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company's election pursuant to
Section 3.01(vii) shall no longer be effective with respect to the Securities of
such series and the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Securities of
such series, will authenticate and deliver Securities of such series of like
tenor and terms in definitive form in an aggregate principal amount equal to the
principal amount of

                                    Page 36

<PAGE>

the Global Security or Securities representing such series in exchange for such
Global Security or Securities.

            The Company may at any time and in its sole discretion determine
that the Securities of any series issued in the form of one or more Global
Securities shall no longer be represented by such Global Security or Securities.
In such event, the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Securities of
such series, will authenticate and deliver, Securities of such series of like
tenor and terms in definitive form in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series
in exchange for such Global Security or Securities.

            If specified by the Company pursuant to Section 3.01 with respect to
a series of Securities, the Depositary for such series of Securities may
surrender a Global Security for such series of Securities in exchange in whole
or in part for Securities of such series of like tenor and terms and in
definitive form on such terms as are acceptable to the Company, the Trustee and
such Depositary. Thereupon, the Company shall execute, and the Trustee upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, shall authenticate and deliver, without service
charge:

            (a) to the Depositary or to each Person specified by such Depositary
      a new Security or Securities of the same series, of like tenor and terms
      and of any authorized denomination as requested by such Person in
      aggregate principal amount equal to and in exchange for such Person's
      beneficial interest in the Global Security; and

            (b) to such Depositary a new Global Security of like tenor and terms
      and in an authorized denomination equal to the difference, if any, between
      the principal amount of the surrendered Global Security and the aggregate
      principal amount of Securities delivered to Holders thereof.

            In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee, pursuant to a Company
Order, will authenticate and deliver, Securities (a) in definitive registered
form in authorized denominations, if the Securities of such series

                                    Page 37

<PAGE>

are issuable as Registered Securities, (b) in definitive bearer form in
authorized denominations, with coupons attached, if the Securities of such
series are issuable as Bearer Securities or (c) as either Registered or Bearer
Securities, if the Securities of such series are issuable in either form;
provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Global Security other than in accordance with the
provisions of Sections 3.03 and 3.04.

            Upon the exchange of Global Securities for Securities in definitive
form, such Global Securities shall be canceled by the Trustee. Registered
Securities issued in exchange for a Global Security pursuant to this Section
3.05 shall be registered in such names and in such authorized denominations, and
delivered to such addresses, as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee in writing. The Trustee shall deliver such Registered
Securities to the Persons in whose names such Securities are so registered or to
the Depositary. The Trustee shall deliver Bearer Securities issued in exchange
for a Global Security pursuant to this Section 3.05 to the Depositary or to the
Persons at such addresses, and in such authorized denominations, as the
Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee in writing;
provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Global Security other than in accordance with the
provisions of Sections 3.03 and 3.04.

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

                                    Page 38

<PAGE>

            Unless otherwise provided in the Securities to be registered for
transfer or exchanged, no service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may (unless otherwise
provided in such Securities) 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
expressly provided in this Indenture to be made at the Company's own expense or
without expense or without charge to the Holders.

            Neither the Company, the Security Registrar nor any Co-Security
Registrar shall be required (i) to issue, register the transfer of or exchange
any Securities of any series during a period beginning at the opening of
business 15 days before the day of selection of Securities of such series to be
redeemed and ending at the close of business on (A) if Securities of the series
are issuable only as Registered Securities, the day of the mailing of the
relevant notice of redemption of Registered Securities of such series so
selected for redemption or (B) if Securities of the series are issuable as
Bearer Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer or exchange of any Securities or
portions thereof so selected for redemption.

            Notwithstanding anything herein to the contrary, the exchange of
Bearer Securities into Registered Securities shall be subject to applicable laws
and regulations in effect at the time of exchange; none of the Company, the
Trustee nor the Security Registrar shall exchange any Bearer Securities into
Registered Securities if it has received an Opinion of Counsel that as a result
of such exchanges the Company would suffer adverse consequences under the United
States Federal income tax laws and regulations then in effect and the Company
has delivered to the Trustee a Company Order directing the Trustee not to make
such exchanges unless and until the Trustee receives a subsequent Company Order
to the contrary. The Company shall deliver copies of such Company Orders to the
Security Registrar.

            SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If
(i) any mutilated Security or Security with a mutilated coupon is surrendered to
the

                                    Page 39

<PAGE>

Trustee or the Security Registrar, or if the Company, the Trustee and the
Security Registrar receive evidence to their satisfaction of the destruction,
loss or theft of any Security or coupon and (ii) there is delivered to the
Company, the Trustee and the Security Registrar such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Company, the Trustee or the Security Registrar that such Security
has been acquired by a bona fide purchaser, the Company shall execute and upon
its request the Trustee shall authenticate and deliver, in lieu of any such
mutilated, destroyed, lost or stolen Security or in exchange for the Security to
which a mutilated, destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not mutilated, destroyed, lost or stolen), a new Security of
the same series and Stated Maturity and of like tenor and principal amount,
bearing a number not contemporaneously outstanding and, if applicable, with
coupons corresponding to the coupons appertaining thereto; provided, however,
that any new Bearer Security will be delivered only in compliance with the
conditions set forth in Section 3.05.

            In case any such mutilated, destroyed, lost or stolen Security or
coupon 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; provided,
however, that payment of principal of (and premium, if any) and any interest on
Bearer Securities shall be payable only at an office or agency located outside
the United States, and, in the ease of interest, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and surrender of the
coupons appertaining thereto.

            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, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security, or
in exchange for a Security with a destroyed, lost or stolen coupon, shall
constitute an original additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Security and its coupons, if any, or the
destroyed, lost or

                                    Page 40

<PAGE>

stolen coupon 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 the same series and their coupons, if any, duly issued
hereunder.

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

            SECTION 3.07. Payment of Interest; Interest Rights Preserved. Unless
otherwise provided as contemplated by Section 3.01, interest on any Registered
Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall unless otherwise provided in such Security 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. Unless otherwise specified as contemplated by Section 3.01,
in case a Bearer Security of any series is surrendered in exchange for a
Registered Security of such series after the close of business (at an office or
agency referred to in Section 3.05) on any Regular Record Date and before the
opening of business (at such office or agency) on the next succeeding Interest
Payment Date, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date and interest will not be payable on such
Interest Payment Date in respect of the Registered Security issued in exchange
for such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture. At the option of
the Company, payment of interest on any Registered Security may be made by check
in the currency designated for such payment pursuant to the terms of such
Registered Security mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or by wire transfer to an account
in such currency designated by such Person in writing not later than ten days
prior to the date of such payment.

            Any interest on any Registered Security 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 his having been such Holder,
and such Defaulted Interest may be paid by

                                    Page 41

<PAGE>

the Company, at its election in each case, as provided in clause (i) or clause
(ii) below.

            (i) The Company may elect to make payments of any Defaulted Interest
      to the Persons in whose names any such Registered Securities (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 Registered Security 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 nor 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 mailed, first class, postage prepaid, to each Holder at his address as
      it appears in the Security Register, not less than 10 days prior to such
      Special Record Date. Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been mailed as
      aforesaid, such Defaulted Interest shall be paid to the Persons in whose
      names such Registered Securities (or their respective Predecessor
      Securities) are registered on such Special Record Date and shall no longer
      be payable pursuant to the following clause (ii). In case a Bearer
      Security of any series is surrendered at the office or agency in a Place
      of Payment for such series in exchange for a Registered Security of such
      series after the close of business at such office or agency on any Special
      Record Date and before the opening of business at such office or agency on
      the related proposed date of payment of Defaulted Interest, such

                                    Page 42

<PAGE>

      Bearer Security shall be surrendered without the coupon relating to such
      proposed date for payment and Defaulted Interest will not be payable on
      such proposed date for payment in respect of the Registered Security
      issued in exchange for such Bearer Security, but will be payable only to
      the Holder of such coupon when due in accordance with the provisions of
      this Indenture.

            (ii) The Company may make payment of any Defaulted Interest in any
      other lawful manner not inconsistent with the requirements of any
      securities exchange on which the Securities with respect to which there
      exists such default 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 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.

            Subject to the limitations set forth in Section 5.02, the Holder of
any coupon appertaining to a Bearer Security shall be entitled to receive the
interest payable on such coupon upon presentation and surrender of such coupon
on or after the Interest Payment Date of such coupon at an office or agency
maintained for such purpose pursuant to Section 5.02.

            SECTION 3.08. Persons Deemed Owners. Title to any Bearer Security,
any coupons appertaining thereto and any temporary Global Security shall pass by
delivery.

            Prior to due presentment for registration of transfer of any
Registered Security, 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,
premium, if any, and (subject to Section 3.07) interest on such Security, and
for all 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.

                                    Page 43

<PAGE>

            The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Security or coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Security or coupon 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.

            None of the Company, the Trustee, any Paying Agent, any
Authenticating Agent or the Security Registrar will have the responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interest of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interest, and they shall be fully protected in acting or refraining from acting
on any such information provided by the Depositary.

            SECTION 3.09. Cancellation. Unless otherwise provided with respect
to a series of Securities, all Securities and coupons surrendered for payment,
registration of transfer, exchange, repayment or redemption shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee.
All Securities so delivered or surrendered directly to the Trustee for any such
purpose 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 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 or such Securities. All cancelled Securities or coupons held
by the Trustee shall be disposed of by the Trustee in accordance with its
customary procedures and the Trustee shall deliver a certificate of such
disposition to the Company.

            SECTION 3.10. Computation of Interest. Interest on the Securities of
each series shall be computed as shall be specified as contemplated by Section
3.01.

                                    Page 44

<PAGE>

            SECTION 3.11. Form of Certification. Unless otherwise provided
pursuant to Section 3.01:

            (i) Whenever any provision of this Indenture or the forms of
      Securities contemplate that certification be given by a Person entitled to
      receive a Bearer Security, such certification shall be provided
      substantially in the form of Exhibit A hereto, with only such changes as
      shall be approved by the Company.

            (ii) Whenever any provision of this Indenture or the forms of
      Securities contemplate that certification be given by Euroclear and CEDEL
      S.A. in connection with the exchange of a portion of a temporary Global
      Security, such certification shall be provided substantially in the form
      of Exhibit B hereto, with only such changes as shall be approved by the
      Company.

            (iii) Whenever any provision of the Indenture or the forms of
      Securities contemplate that certification be given by Euroclear and CEDEL
      S.A. in connection with payment of interest with respect to a temporary
      Global Security prior to the related Global Exchange Date, such
      certification shall be provided substantially in the form of Exhibit C
      hereto, with only such changes as shall be approved by the Company.

            (iv) Whenever any provision of the Indenture or the forms of
      Securities contemplate that certification be given by a beneficial owner
      of a portion of a temporary Global Security in connection with payment of
      interest with respect to a temporary Global Security prior to the related
      Global Exchange Date, such certification shall be provided substantially
      in the form of Exhibit D hereto, with only such changes as shall be
      approved by the Company.

            SECTION 3.12. Judgments. The Company may provide, pursuant to
Section 3.01, for the Securities of any series that, to the fullest extent
possible under applicable law and except as may otherwise be specified as
contemplated in Section 3.01, (a) the obligation, if any, of the Company to pay
the principal of (and premium, if any) and interest on the Securities of any
series and any appurtenant coupons in a Foreign Currency, composite currency or
Dollars (the "Designated Currency") as may be specified pursuant to Section 3.01
is of the essence and agrees that judgments in respect of such Securities shall
be given in the Designated

                                    Page 45

<PAGE>

Currency; (b) the obligation of the Company to make payments in the Designated
Currency of the principal of (and premium, if any) and interest on such
Securities and any appurtenant coupons shall, notwithstanding any payment in any
other currency (whether pursuant to a judgment or otherwise), be discharged only
to the extent of the amount in the Designated Currency that the Holder receiving
such payment may, in accordance with normal banking procedures, purchase with
the sum paid in such other currency (after any premium and cost of exchange) in
the country of issue of the Designated Currency in the case of Foreign Currency
or Dollars or in the international banking community in the case of a composite
currency on the Business Day immediately following the day on which such Holder
receives such payment; (c) if the amount in the Designated Currency that may be
so purchased for any reason falls short of the amount originally due, the
Company shall pay such additional amounts as may be necessary to compensate for
such shortfall; and (d) any obligation of the Company not discharged by such
payment shall be due as a separate and independent obligation and, until
discharged as provided herein, shall continue in full force and effect.

            SECTION 3.13 CUSIP Numbers. The Company in issuing the Securities
may use "CUSIP" numbers or Euroclear or CEDEL reference numbers (if then
generally in use), and if, so, the Trustee shall use such numbers in notices of
redemption or other related material as a convenience to Holders; provided that
any such notice or other related material 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 redemption or other related material 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

                            Redemption of Securities

            SECTION 4.01. 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 3.01 for Securities of any series, in accordance with this Article.

                                    Page 46

<PAGE>

            SECTION 4.02. Election To Redeem; Notice To Trustee. The election of
the Company to redeem any Securities redeemable at the option of the Company
shall be evidenced by an Officers' Certificate. In case of any redemption at the
election of the Company of the Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee and the
Security Registrar of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities (i) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, or (ii)
pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction or condition.

            SECTION 4.03. Selection by Security Registrar of Securities To Be
Redeemed. If less than all the Securities of any series with the same terms are
to be redeemed, the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Security Registrar from
the Outstanding Securities of such series having such terms not previously
called for redemption, by such method as the Security Registrar shall deem fair
and appropriate and which may provide for the selection for redemption of
portions of the principal amount of Securities of such series of a denomination
equal to or larger than the minimum authorized denomination for Securities of
such series. Unless otherwise provided by the terms of the Securities of any
series so selected for partial redemption, the portions of the principal of
Securities of such series so selected for partial redemption shall be, in the
case of Registered Securities, equal to $1,000 or an integral multiple thereof
or, in the case of Bearer Securities, equal to $5,000 or an integral multiple
thereof, and the principal amount of any such Security which remains outstanding
shall not be less than the minimum authorized denomination for Securities of
such series.

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

                                    Page 47
<PAGE>

                  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 Security redeemed or to be redeemed only in
part, to the portion of the principal of such Security which has been or is to
be redeemed.

                  SECTION 4.04. Notice of Redemption. Notice of redemption shall
be given in the manner provided in Section 1.06, not less than 30 nor more than
60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed.

                  All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) if less than all Outstanding Securities of any series
            having the same terms are to be redeemed, the identification (and,
            in the case of partial redemption, the respective principal amounts)
            of the particular Securities to be redeemed;

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

                  (v) the place or places where such Securities, together in the
            case of Bearer Securities with all remaining coupons appertaining
            thereto, if any, maturing after the Redemption Date, are to be
            surrendered for payment of the Redemption Price;

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

                  (vii) the CUSIP number or the Euroclear or the CEDEL reference
            numbers (or any other number used by a Depository to identify such
            Securities), if any, of the Securities to be redeemed.

                  A notice of redemption published as contemplated by Section
1.06 need not identify particular Registered Securities to be redeemed.

                                    Page 48

<PAGE>

                  Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, on Company Request, by
the Trustee in the name and at the expense of the Company.

                  SECTION 4.05. Deposit of Redemption Price. At or prior to the
opening of business on any Redemption Date, the Company shall deposit or cause
to be deposited 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 5.03) an amount of money sufficient to pay the Redemption Price of all
the Securities which are to be redeemed on that date; provided, however, that
deposits with respect to Bearer Securities shall be made with a Paying Agent or
Paying Agents located outside the United States except as otherwise provided in
Section 5.02, unless otherwise specified as contemplated by Section 3.01.

                  SECTION 4.06. 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) such Securities shall cease to bear
interest and the coupons for such interest appertaining to any Bearer Securities
so to be redeemed, except to the extent provided below, shall be void. Upon
surrender of any such Securities for redemption in accordance with said notice,
such Securities shall be paid by the Company at the Redemption Price; provided,
however, that installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 3.01, only upon presentation and surrender
of coupons for such interest. Installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such on the close of business on the relevant Regular Record Dates
according to their terms and the provisions of Section 3.07.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of

                                    Page 49

<PAGE>

such missing coupon or coupons may be waived by the Company and the Trustee if
there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 3.01, only upon
presentation and surrender of those coupons.

                  If any Security called for redemption shall not be paid upon
surrender thereof for redemption, the principal shall, until paid, bear interest
from the Redemption Date at the rate borne by such Security, or as otherwise
provided in such Security.

                  SECTION 4.07. Securities Redeemed in Part. Any Security which
is to be redeemed only in part shall be surrendered at the office or agency of
the Company in a Place of Payment therefor (with, if the Company or the Security
Registrar so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder of such Security 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 Stated Maturity, containing identical terms and conditions,
of any authorized denominations 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.

                  SECTION 4.08. Redemption Suspended During Event of Default.
The Trustee shall not redeem any Securities (unless all Securities then
Outstanding are to be redeemed) or commence the giving of any notice of
redemption of Securities during the continuance of any Event of Default known to
the Trustee, except that where the giving of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall redeem such
Securities, provided funds are deposited with it for such purpose. Any moneys
theretofore or thereafter received by the Trustee shall, during the continuance
of such Event of Default, be held in

                                    Page 50

<PAGE>

trust for the benefit of the Holders and applied in the manner set forth in
Section 7.06; provided, however, that in case such Event of Default shall have
been waived as provided herein or otherwise cured, such moneys shall thereafter
be held and applied in accordance with the provisions of this Article.

                                  ARTICLE FIVE

                                    Covenants

                  SECTION 5.01. 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, premium, if any, and interest
on the Securities of such series in accordance with the terms of the Securities
of such series, any coupons appertaining thereto and this Indenture. Unless
otherwise specified as contemplated by Section 3.01 with respect to any series
of Securities, any interest due on Bearer Securities on or before Maturity shall
be payable only outside the United States upon presentation and surrender of the
several coupons for such interest installments as are evidenced thereby as they
severally mature.

                  SECTION 5.02. Maintenance of Office or Agency. If Securities
of a series are issuable only as Registered Securities, 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 of
any change in the location, of such office or agency. If Securities of a series
may be issuable as Bearer Securities, the Company will maintain (A) in the
Borough of Manhattan, The City of New York, an office or agency where any
Registered Securities of that series may be presented or surrendered for
payment, where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
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, (B) subject to any
laws or regulations applicable thereto, in a Place of

                                    Page 51

<PAGE>

Payment for that series which is located outside the United States, an office or
agency where Securities of that series and related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Securities of that series pursuant to Section 5.04); provided, however, that if
the Securities of that series are listed on The International Stock Exchange of
the United Kingdom and the Republic of Ireland Limited or the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent for
the Securities of that series in London or Luxembourg or any other required city
located outside the United States, as the case may be, so long as the Securities
of that series are listed on such exchange, and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for such series located
outside the United States an office or agency where any Registered Securities of
that series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for 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 any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
in respect of any series of Securities or shall fail to furnish the Trustee with
the address thereof, such presentations, and surrenders of Securities of that
series may be made and notices and demands may be made or served at the
Principal Corporate Trust Office of the Trustee, except that Bearer Securities
of that series and the related coupons may be presented and surrendered for
payment (including payment of any additional amounts payable on Bearer
Securities of that series pursuant to Section 5.04) at the place specified for
the purpose as contemplated by Section 3.01, and the Company hereby appoints the
Trustee as its agent to receive such respective presentations, surrenders,
notices and demands.

                  Except as otherwise provided in the form of Bearer Security of
any particular series pursuant to the provisions of this Indenture, no payment
of principal, premium or interest on Bearer Securities shall be made at any
office or agency of the Company in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United States; provided, however, payment of principal of and any
premium and interest denominated in Dollars (including

                                    Page 52

<PAGE>

additional amounts payable in respect thereof) on any Bearer Security may be
made at an office or agency of, and designated by, the Company located in the
United States if (but only if) payment of the full amount of such principal,
premium, interest or additional amounts in Dollars at all offices outside the
United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or similar
restrictions and the Trustee receives an Opinion of Counsel that such payment
within the United States is legal. Unless otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, at the option of the
Holder of any Bearer Security or related coupon, payment may be made by check in
the currency designated for such payment pursuant to the terms of such Bearer
Security presented or mailed to an address outside the United States or by
transfer to an account in such currency maintained by the payee with a bank
located outside the United States.

                  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 of such purposes specified above in this
Section and may constitute and appoint one or more Paying Agents for the payment
of such Securities, in one or more other cities, and may from time to time
rescind such designations and appointments; provided, however, that no such
designation, appointment 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. Unless and until the Company
rescinds one or more such appointments, the Company hereby appoints: (i) The
Chase Manhattan Bank, as its Paying Agent in The City of New York with respect
to all series of Securities having a Place of Payment in The City of New York
and (ii) the [ ] at its principal office as its Paying Agent in the [ ] with
respect to all series of Securities having a Place of Payment in the [ ].

                  SECTION 5.03. Money for Security Payments To Be Held in Trust.
If the Company shall at any time act as its own Paying Agent for any series of
Securities, it will, on or before each due date of the principal of, premium, if
any, or interest on any of the Securities of such series and any appurtenant
coupons, segregate and hold in trust for the

                                    Page 53

<PAGE>

benefit of the Persons entitled thereto a sum sufficient to pay the principal,
premium or 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, at or prior to the opening of business on
each due date of the principal of, premium, if any, or interest on any
Securities of such series and any appurtenant coupons, deposit with a Paying
Agent a sum sufficient to pay the principal, premium or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, 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 other than the
Trustee for any series of Securities 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:

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

                  (ii) give the Trustee notice of any default by the Company (or
            any other obligor upon the Securities of such series) in the making
            of any payment of principal, premium or interest on the Securities
            of such series or any appurtenant coupons; and

                  (iii) at any time during the continuance of any such default,
            upon the written request of the Trustee, forthwith pay to the
            Trustee all sums so held in trust by such Paying Agent.

                  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

                                    Page 54

<PAGE>

such sums were held by the Company or such Paying Agent, and, upon such payments
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, premium,
if any, or interest on any Security of any series or any appurtenant coupons 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 or any coupon appertaining thereto 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 an Authorized Newspaper in each Place of Payment, 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 5.04. Additional Amounts. If the Securities of a
series provide for the payment of additional amounts, the Company will pay to
the Holder of any Security of any series or any coupon appertaining thereto
additional amounts as provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of (or premium, if any)
or interest on, or in respect of, any Security of any series or payment of any
related coupon or the net proceeds received on the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of the
payment of additional amounts provided for in this Section to the extent that,
in such context, additional amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of the
payment of additional amounts (if applicable) in any provisions hereof shall not
be construed as excluding additional amounts in those provisions hereof where
such express mention is not made.

                                    Page 55

<PAGE>

                  If the Securities of a series provide for the payment of
additional amounts, at least 10 days prior to the first Interest Payment Date
with respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of
principal (and premium, if any) is made), and at least 10 days prior to each
date of payment of principal (and premium, if any) or interest if there has been
any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company will furnish the Trustee and the Company's
Principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of (and premium, if any) or interest on
the Securities of that series shall be made to Holders of Securities of that
series or any related coupons who are United States Aliens without withholding
for or on account of any tax, assessment or other governmental charge described
in the Securities of that series. If any such withholding shall be required,
then such Officers' Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of Securities or
coupons and the Company will pay to the Trustee or such Paying Agent the
additional amounts required by this Section. The Company covenants to indemnify
the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or reasonable expense incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officers' Certificate furnished pursuant to this
Section.

                  SECTION 5.05. Statement as to Compliance. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company, an Officers' Certificate (which need not comply with Section 1.02)
(provided, however, that one of the signatories of which shall be the Company's
principal executive officer, principal financial officer or principal accounting
officer) stating, as to each signer thereof, that:

                  (i) a review of the activities of the Company during such year
            and of performance under this Indenture and under the terms of the
            Securities has been made under his supervision; and

                  (ii) to the best of his knowledge, based on such review, (a)
            the Company has fulfilled all its

                                    Page 56

<PAGE>

            obligations and complied with all conditions and covenants under
            this Indenture and under the terms of the Securities throughout such
            year, or, if there has been a default in the fulfillment of any such
            obligation, condition or covenant specifying each such default known
            to him and the nature and status thereof, and (b) no event has
            occurred and is occurring which is, or after notice or lapse of time
            or both would become, an Event of Default, or if such an event has
            occurred and is continuing, specifying such event known to him and
            the nature and status thereof.

                  For purposes of this Section, compliance or default shall be
determined without regard to any period of grace or requirement of notice
provided for herein.

                  SECTION 5.06. Maintenance of Corporate Existence, Rights and
Franchises. So long as any of the Securities shall be Outstanding, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence, rights and franchises to carry on its
business; provided, however, that nothing in this Section 5.06 shall (i) require
the Company 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, (ii) prevent any
consolidation or merger of the Company, or any conveyance or transfer of its
property and assets substantially as an entirety to any person, permitted by
Article Ten, or (iii) prevent the liquidation or dissolution of the Company
after any conveyance or transfer of its property and assets substantially as an
entirety to any person permitted by Article Ten.

                                   ARTICLE SIX

                Holders' Lists and Reports by Trustee and Company

                  SECTION 6.01. Company To Furnish Trustee Names and Addresses
of Holders. The Company will furnish or cause to be furnished to the Trustee (i)
semiannually, not more than 10 days after each March 1 and September 1, a list,
in such form as the Trustee may reasonably require, containing all the
information in the possession or control of the Company, any of its Paying
Agents (other than the Trustee)

                                    Page 57

<PAGE>

or the Security Registrar, if other than the Trustee, as to the names and
addresses of the Holders of Securities as of such March 1 and September 1, and
(ii) at such other times as the Trustee may request in writing, within 30 days
after 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
requested to be furnished; provided, however, that if and so long as the Trustee
is the Security Registrar for Securities of a series, no such list need be
furnished with respect to such series of Securities.

                  SECTION 6.02. Preservation of Information; Communications to
Holders. (i) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Securities contained in the
most recent list furnished to the Trustee as provided in Section 6.01 and the
names and addresses of Holders of Securities received by the Trustee in its
capacity as the Security Registrar, if so acting. The Trustee may destroy any
list furnished to it as provided in Section 6.01 upon receipt of a new list so
furnished.

                  (ii) If three or more Holders of Securities of any series
(hereinafter referred to as "applicants") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security of such series for a period of at least six months preceding the date
of such application, and such application states that the applicants desire to
communicate with other Holders of Securities of such series or with the Holders
of all Securities with respect to their rights under this Indenture or under
such Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, at its
election, either

                  (a) afford such applicants access to the information preserved
            at the time by the Trustee in accordance with Section 6.02(i), or

                  (b) inform such applicants as to the approximate number of
            Holders of Securities of such series or all Securities, as the case
            may be, whose names and addresses appear in the information
            preserved at the time by the Trustee in accordance with Section
            6.02(i), and as to the approximate cost of mailing to such

                                    Page 58

<PAGE>

            Holders the form of proxy or other communication, if any, specified
            in such application.

                  If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of a Security of such series or all Holders of
Securities, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section
6.02(i), a copy of the form of proxy or other communication which is specified
in such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless, within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the Holders of Securities of such series or all Securities, as the
case may be, or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Holders of Securities with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise, the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

                  (iii) Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Securities in
accordance with Section 6.02(ii), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section
6.02(ii).

                                    Page 59
<PAGE>

                  SECTION 6.03. Reports by Trustee. (i) Within 60 days after May
15 of each year commencing with the year 1997, the Trustee shall mail to each
Holder reports concerning the Trustee and its action under the Indenture as may
be required pursuant to Section 313(a) of the Trust Indenture Act if and to the
extent and in the manner provided pursuant thereto. The Trustee shall also
comply with the other provisions of Section 313 of the Trust Indenture Act.

                  (ii) Reports pursuant to this Section shall be transmitted by
mail (1) to all Holders of Registered Securities, as their names and addresses
appear in the Security Register and (2) to such Holders of Bearer Securities as
have, within the two years preceding such transmission, filed their names and
addresses with the Trustee for that purpose, and (3) except in the cases of
reports under Section 313(b)(2) of the Trust Indenture Act, to each Holder of a
Security of any series whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section 6.02(i).

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

                  SECTION 6.04. Reports by Company. The Company will:

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

                                    Page 60

<PAGE>

            the Exchange Act in respect of a security listed and registered on a
            national securities exchange as may be prescribed from time to time
            in such rules and regulations;

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

                  (iii) transmit by mail to Holders of Securities, in the manner
            and to the extent provided in Section 6.03(ii), within 30 days after
            the filing thereof with the Trustee, such summaries of any
            information, documents and reports required to be filed by the
            Company pursuant to paragraphs (i) and (ii) of this Section as may
            be required by rules and regulations prescribed from time to time by
            the Commission.

                                  ARTICLE SEVEN

                                    Remedies

                  SECTION 7.01. Events of Default. "Event of Default", with
respect to any series of Securities, wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body), unless it is either inapplicable to
a particular series or it is specifically deleted or modified in the
supplemental indenture or Board Resolution under which such series of Securities
is issued or in the form of Security for such series:

                  (i) 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

                                    Page 61

<PAGE>

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

                  (iii) 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

                  (iv) the entry of a decree or order by a court having
            jurisdiction in the premises granting relief in respect of the
            Company in an involuntary case under the Federal Bankruptcy Code,
            adjudging the Company a bankrupt, or approving as properly filed a
            petition seeking reorganization, arrangement, adjustment or
            composition of or in respect of the Company under the Federal
            Bankruptcy Code or any other applicable Federal or State bankruptcy,
            insolvency or similar law, or appointing a receiver, liquidator,
            custodian, assignee, trustee, sequestrator (or other similar
            official) of the Company, or of substantially all of its properties,
            or ordering the winding up or liquidation of its affairs, and the
            continuance of any such decree or order unstayed and in effect for a
            period of 60 consecutive days; or

                  (v) the institution by the Company of proceedings to be
            adjudicated a bankrupt, or the consent of the Company to the
            institution of bankruptcy proceedings against it, or the filing by
            the Company of a petition or answer or consent seeking
            reorganization or relief under the Federal Bankruptcy Code or any
            other applicable Federal or State bankruptcy, insolvency or similar
            law, or the consent by the Company to the filing of any such
            petition or to the appointment of a receiver, liquidator, custodian,
            assignee, trustee,

                                    Page 62

<PAGE>

            sequestrator (or other similar official) of the Company or of
            substantially all of its properties; or

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

                  SECTION 7.02. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default with respect to any series of Securities for
which there are Securities Outstanding occurs and is continuing, then, and in
every such case, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of such series may declare the principal of
all the Securities of such series (or, if the Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) to be immediately due and payable, by
a notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration the same shall become immediately due and payable.

                  At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of such series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences, and any Event of Default giving rise to such declaration shall not
be deemed to have occurred, if:

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

                        (a) all overdue installments of interest on all
                  Securities of such series,

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

                        (c) to the extent that payment of such interest is
                  lawful, interest upon overdue installments of interest at the
                  rate or rates

                                    Page 63

<PAGE>

                  prescribed therefor by the terms of the Securities of such
                  series, and

                        (d) all sums paid or advanced by the Trustee hereunder
                  and the reasonable compensation, expenses, disbursements and
                  advances of the Trustee, the Security Registrar, any Paying
                  Agent, and their agents and counsel and all other amounts due
                  the Trustee under Section 8.07; and

                  (ii) all Events of Default with respect to Securities of that
            series, other than the nonpayment 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 7.13.

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

                  SECTION 7.03. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that if:

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holder of any such Security or coupon appertaining thereto, if any, the whole
amount then due and payable on any such Security or coupon for principal,
premium, if any, and interest, with interest upon the overdue principal and
premium, if any, and (to the extent that payment of such interest shall be
lawful) upon overdue installments of interest, at the rate or rates prescribed
therefor by the terms of any such Security; and, in addition thereto, such
further amount as shall be sufficient to cover the reasonable costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel and any other amounts due
the Trustee under Section 8.07.

                                    Page 64

<PAGE>

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

                  If an Event of Default with respect to any series of
Securities 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 7.04. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of any Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal, premium, if any, or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise:

                  (i) to file and prove a claim for the whole amount of
            principal, premium, if any, and interest owing and unpaid in respect
            of the Securities and to file such other papers or documents as may
            be necessary or advisable in order to have the claims of the Trustee
            (including any claim for the reasonable compensation, expenses,
            disbursements and advances of the Trustee, its agents and counsel
            and any other amounts due the Trustee under Section 8.07) and of the
            Holders allowed in such judicial proceeding; and

                                    Page 65

<PAGE>

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

and any receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to 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 8.07.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder of
a Security or coupon 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 of a
Security or coupon in any such proceeding.

                  SECTION 7.05. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or under the
Securities of any series, or coupons (if any) appertaining thereto, may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities of such series or coupons appertaining thereto 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 and any other amounts due the Trustee under Section 8.07,
be for the ratable benefit of the Holders of the Securities of such series and
coupons appertaining thereto in respect of which such judgment has been
recovered.

                  SECTION 7.06. Application of Money Collected. Any money
collected by the Trustee with respect to a series of Securities 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, premium, if any, or interest, upon presentation of the Securities of
such series or coupons

                                    Page 66

<PAGE>

appertaining thereto, if any, or both, as the case may be, 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 8.07;

                  SECOND: To the payment of the amounts then due and unpaid upon
            the Securities of such series and coupons for principal, premium, if
            any, and interest, 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
            Securities of such series and coupons, if any, for principal,
            premium, if any, and interest, respectively. The Holders of each
            series of Securities denominated in ECU, any other composite
            currency or a Foreign Currency and any matured coupons relating
            thereto shall be entitled to receive a ratable portion of the amount
            determined by the Exchange Rate Agent by converting the principal
            amount Outstanding of such series of Securities and matured but
            unpaid interest on such series of Securities in the currency in
            which such series of Securities is denominated into Dollars at the
            Exchange Rate as of the Business Day immediately preceding the date
            of payment; and

                  THIRD: The balance, if any, to the Person or Persons entitled
            thereto.

                  SECTION 7.07. Limitation on Suits. No Holder of any Security
of any series or any related coupons 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:

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

                  (ii) the Holders of not less than a majority in principal
            amount of the Outstanding Securities of such 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;

                                    Page 67

<PAGE>

                  (iii) 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;

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

                  (v) 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
            such series;

it being understood and intended that no one or more Holders of Securities of
such series 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 Holders of Securities of such series or to obtain or to seek
to obtain priority or preference over any other 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 the Holders of Securities of such series.

                  SECTION 7.08. Unconditional Right of Holders To Receive
Principal, Premium and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Security or coupon shall have the right, which is
absolute and unconditional, to receive payment of the principal of, premium, if
any, and (subject to Section 3.07) interest on such Security or payment of such
coupon on the respective Stated Maturities expressed in such Security or coupon
(or, in the case of redemption or repayment, on the Redemption Date or Repayment
Date) and to institute suit for the enforcement of such payment, and such rights
shall not be impaired without the consent of such Holder.

                  SECTION 7.09. Restoration of Rights and Remedies. If the
Trustee or any Holder of a Security or coupon 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 the Company, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and

                                    Page 68

<PAGE>

remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

                  SECTION 7.10. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
lost, destroyed or stolen Securities or coupons in the last paragraph of Section
3.06, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                  SECTION 7.11. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Security or coupon 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 7.12. 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:

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

                  (ii) the Trustee shall not determine that the action so
            directed would be unjustly prejudicial to the Holders not taking
            part in such direction;

                  (iii) subject to the provisions of Section 8.01, 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,

                                    Page 69

<PAGE>

            determine that the proceeding so directed would involve the Trustee
            in personal liability; and

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

                  SECTION 7.13. Waiver of Past Defaults. The Holders of 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 and its consequences, except a default not theretofore cured:

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

                  (ii) 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 the Securities of such series under this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

                  SECTION 7.14. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder of
Securities or coupons for the

                                    Page 70

<PAGE>

enforcement of the payment of the principal of, premium, if any, or interest on
any Security or payment of any coupon on or after the respective Stated
Maturities expressed in such Security or coupon (or, in the case of redemption
or repayment, on or after the Redemption Date or Repayment Date).

                  SECTION 7.15. Waiver of Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                  ARTICLE EIGHT

                                   The Trustee

                  SECTION 8.01. Certain Duties and Responsibilities. (i) Except
during the continuance of an Event of Default with respect to any series of
Securities:

                  (a) the Trustee undertakes to perform such duties and only
            such duties as are specifically set forth in this Indenture with
            respect to Securities of such series, and no implied covenants or
            obligations shall be read into this Indenture against the Trustee
            with respect to such series; and

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

                                    Page 71

<PAGE>

            they conform as to form to the requirements of the Indenture.

                  (ii) In case an Event of Default with respect to any series of
Securities has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture with respect to such
series, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

                  (iii) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own wilful misconduct, except that:

                  (a) this Subsection shall not be construed to limit the effect
            of Subsection (i) of this Section;

                  (b) the Trustee shall not be liable for any error or judgment
            made in good faith by a Responsible Officer, unless it shall be
            proved that the Trustee was negligent in ascertaining the pertinent
            facts;

                  (c) the Trustee shall not be liable with respect to any action
            taken, suffered or omitted to be taken by it in good faith in
            accordance with the direction of the Holders of a majority in
            principal amount of the Outstanding Securities of any series
            relating to the time, method and place of conducting any proceeding
            for any remedy available to the Trustee, or exercising any trust or
            power conferred upon the Trustee, under this Indenture with respect
            to Securities of such series; and

                  (d) 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.

                  (iv) 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.

                                    Page 72

<PAGE>

                  SECTION 8.02. Notice of Default. Within 90 days after the
occurrence of any default hereunder with respect to Securities of any series,
the Trustee shall transmit by mail to all Holders of Securities of such series
entitled to receive reports pursuant to Section 6.03(ii) notice of such default
hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
of the principal of, premium, if any, or interest on any Security of such
series, or any related coupons or in the payment of any sinking fund instalment
with respect to Securities of such series the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders of Securities of such series; and provided further that
in the case of any default of the character specified in Section 7.01(iii) with
respect to Securities of such series, no such notice to Holders of Securities of
such series shall be given until at least 90 days after the occurrence thereof.
For the purpose of this Section, the term "default", with respect to Securities
of any series, 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 8.03. Certain Rights of Trustee. Except as otherwise
provided in Section 8.01:

                  (i) 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, note or other paper or document believed by it to be
            genuine and to have been signed or presented by the proper party or
            parties;

                  (ii) 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 may be
            sufficiently evidenced by a Board Resolution;

                  (iii) 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

                                    Page 73

<PAGE>

            (unless other evidence be herein specifically prescribed) may, in
            the absence of bad faith on its part, rely upon an Officers'
            Certificate;

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

                  (v) 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;

                  (vi) 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, security or other paper or document, but the
            Trustee, in its discretion, may make 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,
            if so requested to do so by any of the Holders, at the sole cost and
            expense of the Holders;

                  (vii) 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;

                  (viii) the Trustee shall not be charged with knowledge of any
            default (as defined in Section 8.02) or Event of Default unless
            either (1) a Responsible Officer of the Trustee shall have actual
            knowledge of such default or Event of Default or (2) written notice
            of such default or Event of Default shall have been given to the
            Trustee by the Company or any Holder;

                                    Page 74

<PAGE>

                  (ix) the Trustee shall not be liable for any action taken,
            suffered or omitted by it in good faith and reasonably believed by
            it to be authorized or within the discretion or rights or powers
            conferred upon it by this Indenture; and

                  (x) in the event that the Trustee is also acting as Paying
            Agent, Authenticating Agent or Security Registrar hereunder, the
            rights and protections afforded to the Trustee pursuant to this
            Article Eight shall also be afforded to such Paying Agent,
            Authenticating Agent or Security Registrar.

                  SECTION 8.04. 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
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Company of Securities
or the proceeds thereof.

                  SECTION 8.05. May Hold Securities. The Trustee, any
Authenticating Agent, any Paying Agent, the 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 8.08 and 8.13, 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 8.06. 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 8.07. Compensation and Reimbursement. The Company
agrees:

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

                                    Page 75

<PAGE>

                  (ii) 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

                  (iii) 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 this trust, 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.

                  As security for the performance of the obligations of the
Company under this Section the Trustee shall have a lien prior to the Securities
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of, premium, if any, or
interest on particular Securities.

                  Without prejudice to any other rights available to the Trustee
under applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 7.01(iv) or (v), the
expenses (including the reasonable fees and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable bankruptcy, insolvency or other similar law.

                  The obligations of the Company set forth in this Section 8.07
and any lien arising hereunder shall survive the resignation or removal of any
Trustee, the discharge of the Company's obligations pursuant to Article Eleven
of this Indenture and the termination of this Indenture and the repayment of the
Securities whether at the Stated Maturity or otherwise.

                  SECTION 8.08. Disqualification; Conflicting Interests. If the
Trustee has or shall acquire a conflicting interest within the meaning of
Section 310 of the Trust Indenture Act, the Trustee shall either eliminate such
conflicting interest or resign, to the extent and in

                                    Page 76

<PAGE>

the manner provided by, and subject to the provisions of, the Trust Indenture
Act and this Indenture. To the extent permitted by the Trust Indenture Act, the
Trustee shall not be deemed to have a conflicting interest with respect to the
Securities of any series by virtue of being Trustee with respect to the
Securities of any particular series of Securities other than that series.

                  SECTION 8.09. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee with respect to each series of Securities
hereunder which shall 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 exercise corporate trust powers, having
a combined capital and surplus of at least $5,000,000, subject to supervision or
examination by Federal or State authority; provided, however, that if Section
310(a) of the Trust Indenture Act or the rules and regulations of the Commission
under the Trust Indenture Act at any time permit a corporation organized and
doing business under the laws of any other jurisdiction to serve as trustee of
an indenture qualified under the Trust Indenture Act, this Section 8.09 shall be
automatically deemed amended to permit a corporation organized and doing
business under the laws of any such jurisdiction to serve as Trustee hereunder.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
Neither the Company nor any person directly or indirectly controlling,
controlled by or under common control with the Company may serve as Trustee. If
at any time the Trustee with respect to any series of Securities 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 8.10. Resignation and Removal; Appointment of
Successor. (i) 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 under Section 8.11.

                                    Page 77

<PAGE>

                  (ii) The Trustee may resign with respect to any series of
Securities at any time by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the resigning 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
Securities of such series.

                  (iii) The Trustee may be removed with respect to any series of
Securities at any time 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.

                  (iv) If at any time:

                  (a) the Trustee shall fail to comply with Section 8.08 with
            respect to any series of Securities after written request therefor
            by the Company or by any Holder who has been a bona fide Holder of a
            Security of such series for at least six months; or

                  (b) the Trustee shall cease to be eligible under Section 8.09
            with respect to any series of Securities and shall fail to resign
            after written request therefor by the Company or by any Holder of
            Securities of such series; or

                  (c) the Trustee shall become incapable of acting with respect
            to any series of Securities 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, (1) the Company by a Board Resolution may remove the
Trustee with respect to such series, or (2) subject to Section 7.14, 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 removal of the Trustee and the
appointment of a successor Trustee with respect to such series.

                                    Page 78

<PAGE>

                  (v) If the Trustee shall resign, be removed or become
incapable of acting with respect to any series of Securities, or if a vacancy
shall occur in the office of Trustee with respect to any series of Securities
for any cause, 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
8.11. If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee with respect to such series
of Securities shall be appointed by the 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 with respect to such series, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment,
become the successor Trustee with respect to such series and to that extent
supersede the successor Trustee appointed by the Company with respect to such
series. If no successor Trustee with respect to such series shall have been so
appointed by the Company or the Holders of Securities of such series and
accepted appointment in the manner hereinafter provided, 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 such series.

                  (vi) 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 by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Registered Securities of such series as their names
and addresses appear in the Security Register and, if Securities of such series
are issuable as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment for the Securities of such series
located outside the United States. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Principal Corporate Trust Office.

                                    Page 79

<PAGE>

                  SECTION 8.11. Acceptance of Appointment by Successor. (i) In
the case of the appointment hereunder of a successor Trustee with respect to any
series of 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 with respect to all or any series as to
which it is resigning as Trustee, 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 with respect to all or any
such series; but, on request of the Company or such 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 such retiring Trustee with respect to all or any such series; and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to all or any
such series, subject nevertheless to its lien, if any, provided for in Section
8.07.

                  (ii) 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 (a) 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, (b) 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 (c) 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

                                    Page 80

<PAGE>

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, subject
nevertheless to its lien, if any, provided for in Section 8.07.

                  (iii) 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 paragraph (i) or (ii) of this Section, as the case may be.

                  (iv) No successor Trustee with respect to a series of
Securities shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible with respect to such
series under this Article.

                  SECTION 8.12. Merger, Conversion, Consolidation or Succession
to Business of Trustee. 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 of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder; provided that such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so
authenticated with the same

                                    Page 81
<PAGE>

effect as if such successor Trustee had itself authenticated such Securities.

                  SECTION 8.13. 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 Section 311 of the Trust Indenture Act regarding the collection of
any claims as a creditor against the Company (or any such other obligor). A
Trustee that has resigned or been removed shall be subject to and comply with
said Section 311 to the extent required thereby.

                  SECTION 8.14. Appointment of Authenticating Agents. The
Trustee may appoint an Authenticating Agent or Agents, which may include any
Affiliate of the Company, with respect to one or more series of Securities. Such
Authenticating Agent or Agents at the option of the Trustee shall be authorized
to act on behalf of the Trustee to authenticate Securities of such series issued
upon original issuance, exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, 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. Whenever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication or the delivery of
Securities to the Trustee for authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent, a certificate of authentication executed on behalf of the
Trustee by an Authenticating Agent and delivery of Securities to the
Authenticating Agent on behalf of the Trustee. 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
$5,000,000 and subject to supervision or examination by Federal or State
authority. Notwithstanding the foregoing, an Authenticating Agent located
outside the United States may be appointed by the Trustee if previously approved
in writing by the Company and if such Authenticating Agent meets the minimum
capitalization requirements of this Section 8.14. If such Authenticating Agent
publishes reports of condition at least annually,

                                    Page 82

<PAGE>

pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If
at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.

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

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

                  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
alternate certificate of authentication in the following form:

                                    Page 83

<PAGE>

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

                                         THE CHASE MANHATTAN BANK, as
                                         Trustee,

                                           by _________________________
                                               as Authenticating Agent

                                           by _________________________
                                               Authorized Signatory

                                  ARTICLE NINE

                             Supplemental Indentures

                  SECTION 9.01. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holder of any Securities or coupons, 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:

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

                  (ii) to evidence and provide for the acceptance of appointment
            by another corporation as a successor Trustee hereunder with respect
            to one or more series of Securities 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 Section 8.11; or

                  (iii) to add to the covenants of the Company, for the benefit
            of the Holders of Securities of all or any series of Securities or
            coupons (and if such covenants are to be for the benefit of less
            than all series of Securities or coupons, stating that such
            covenants are

                                    Page 84

<PAGE>

            expressly being included solely for the benefit of such series), or
            to surrender any right or power herein conferred upon the Company;
            or

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

                  (v) to add any additional Events of Default with respect to
            all or any series of the Securities (and, if such Event of Default
            is applicable to less than all series of Securities, specifying the
            series to which such Event of Default is applicable); or

                  (vi) to add to, change or eliminate any of the provisions of
            this Indenture to provide that Bearer Securities may be registrable
            as to principal, to change or eliminate any restrictions on the
            payment of principal of (or premium, if any) or any interest on
            Bearer Securities, to permit Bearer Securities to be issued in
            exchange for Registered Securities, to permit Bearer Securities to
            be issued in exchange for Bearer Securities of other authorized
            denominations or to permit or facilitate the issuance of Securities
            in uncertificated form; provided any such action shall not adversely
            affect the interests of the Holders of Securities of any series or
            any related coupons in any material respect; or

                  (vii) to add to, change or eliminate any of the provisions of
            this Indenture; provided that any such addition, change or
            elimination (a) shall become effective only when there is no
            Security Outstanding of any series created prior to the execution of
            such supplemental indenture which is adversely affected by such
            change in or elimination of such provision or (b) shall not apply to
            any Securities Outstanding; or

                  (viii) to establish the form or terms of Securities of any
            series as permitted by Sections 2.02 and 3.01; or

                                    Page 85

<PAGE>

                  (ix) to add to or change any provisions of this Indenture to
            such extent as shall be necessary to permit or facilitate the
            issuance of Securities convertible into other securities; or

                  (x) to evidence any changes to Section 8.09 as permitted by
            the terms thereof; or

                  (xi) to add to or change or eliminate any provision of this
            Indenture as shall be necessary or desirable in accordance with any
            amendments to the Trust Indenture Act; provided such action shall
            not adversely affect the interest of Holders of Securities of any
            series or any appurtenant coupons in any material respect.

                  SECTION 9.02. Supplemental Indentures With Consent of Holders.
With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of all series affected by such
supplemental indenture or indentures (acting as one class), by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of each such
series and any related coupons under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

                  (i) change the Maturity of the principal of, or the Stated
            Maturity of any instalment of interest (or premium, if any) on, any
            Security, or reduce the principal amount thereof or any premium
            thereon or the rate of interest thereon, or change the obligation of
            the Company to pay additional amounts pursuant to Section 5.04
            (except as contemplated by Section 10.01(i) and permitted by Section
            9.01), or reduce the amount of the principal of an Original Issue
            Discount Security that would be due and payable upon a declaration
            of acceleration of the Maturity thereof pursuant to Section 7.02, or
            change the method of calculating interest thereon or the coin or
            currency in which any Security (or premium, if any, thereon) or the
            interest thereon is payable, or reduce the minimum rate

                                    Page 86

<PAGE>

            of interest thereon, 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 or repayment, on or after the
            Redemption Date or Repayment Date);

                  (ii) 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 certain defaults
            hereunder and their consequences) provided for in this Indenture or
            reduce the requirements of Section 15.04 for a quorum;

                  (iii) change any obligation of the Company to maintain an
            office or agency in the places and for the purposes specified in
            Section 5.02; or

                  (iv) modify any of the provisions of this Section or Section
            7.13, except to increase any such percentage or to provide that
            certain other provisions of this Indenture cannot be modified or
            waived.

                  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 9.03. 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 8.01) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by and complies with this Indenture. The Trustee may,
but shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's

                                    Page 87

<PAGE>

own rights, liabilities, duties or immunities under this Indenture or otherwise.

                  SECTION 9.04. 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 9.05. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the TIA as then in effect.

                  SECTION 9.06. Reference in Securities to Supplemental
Indentures. Securities 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 so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

                                   ARTICLE TEN

                  Consolidation, Merger, Conveyance or Transfer

                  SECTION 10.01. Company May Consolidate, etc., Only on Certain
Terms. The Company shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:

                  (i) the Person formed by such consolidation or into which the
            Company is merged or the Person which acquires by conveyance or
            transfer the properties and assets of the Company substantially as
            an entirety 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,
            premium, if any, and

                                    Page 88

<PAGE>

            interest (including all additional amounts, if any, payable pursuant
            to Section 5.04) on all the Securities and the performance of every
            covenant of this Indenture on the part of the Company to be
            performed or observed;

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

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

                  SECTION 10.02. Successor Corporation Substituted. Upon any
consolidation or merger, or any conveyance or transfer of the properties and
assets of the Company substantially as an entirety in accordance with Section
10.01, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance or transfer 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. In the event of any such conveyance or
transfer, the Company as the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and may be dissolved, wound up
and liquidated at any time thereafter.

                                 ARTICLE ELEVEN

                           Satisfaction and Discharge

                  SECTION 11.01. Satisfaction and Discharge of Indenture. This
Indenture shall 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 rights to receive payments thereon and any right to receive additional
amounts, as provided in Section 5.04), and the Trustee, on receipt of a Company
Request and at the expense of the Company, shall execute proper instruments

                                    Page 89

<PAGE>

acknowledging satisfaction and discharge of this Indenture, when:

                  (i) either

                        (a) all Securities theretofore authenticated and
                  delivered (other than (1) coupons appertaining to Bearer
                  Securities surrendered for exchange for Registered Securities
                  and maturing after such exchange, whose surrender is not
                  required or has not been waived as provided in Section 3.05,
                  (2) coupons appertaining to Bearer Securities called for
                  redemption and maturing after the relevant Redemption Date,
                  whose surrender has been waived as provided in Section 4.06,
                  (3) coupons appertaining to Bearer Securities surrendered for
                  repayment pursuant to Section 15.03 and maturing after the
                  Repayment Date, whose surrender has been waived as provided in
                  Section 15.03, (4) Securities and coupons which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 3.06, and (5) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 5.03) have been delivered to the Trustee
                  for cancellation; or

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

                              (1) have become due and payable, or

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

                              (3) 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 (b) (1), (2) or (3) above, has
            deposited or caused to be deposited with the Trustee, as trust funds
            in trust for the purpose, an amount sufficient to pay and discharge
            the entire indebtedness on such Securities and coupons not

                                    Page 90

<PAGE>

            theretofore delivered to the Trustee for cancellation, for
            principal, premium, if any, and interest to the date of such deposit
            (in the ease of Securities which have become due and payable), or to
            the Maturity or Redemption Date, as the case may be;

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

                  (iii) 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 8.07 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (i) of
this Section, the obligations of the Trustee under Section 11.02 and the last
paragraph of Section 5.03 shall survive.

                  SECTION 11.02. Application of Trust Money. Subject to the
provisions of the last paragraph of Section 5.03, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities, the coupons, if any, 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, premium, if any,
and interest for whose payment such money has been deposited with the Trustee;
but such money need not be segregated from other funds except to the extent
required by law.

                  SECTION 11.03. Reinstatement. If the Trustee or any Paying
Agent is unable to apply any money in accordance with Section 11.02 by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 11.01 until such time as the Trustee or any Paying Agent is permitted to
apply all such money in accordance with Section 11.02.

                                    Page 91

<PAGE>

                                 ARTICLE TWELVE

                    Immunity of Incorporators, Stockholders,
                             Officers and Directors

                  SECTION 12.01. Exemption from Individual Liability. No
recourse under or upon any obligation, covenant or agreement of this Indenture,
or of any Security or coupon, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations of the Company,
and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors, as such, of
the Company or of any successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or coupons or implied therefrom; and that any and all such
personal liability, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer or director, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or coupons or implied therefrom, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issuance of the Securities.

                                ARTICLE THIRTEEN

                                  Sinking Funds

                  SECTION 13.01. Applicability of Article. The provisions of
this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section
3.01 for Securities of such series.

                                    Page 92

<PAGE>

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series 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 Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 13.02. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

                  SECTION 13.02. Satisfaction of Sinking Fund Payments with
Securities. The Company (i) may deliver Outstanding Securities of a series
(other than any previously called for redemption), together in the case of any
Bearer Securities of such series with all unmatured coupons appertaining thereto
and (ii) 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 the Securities of such series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such series; provided that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

                  SECTION 13.03. Redemption of Securities for Sinking Fund. Not
less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee and the Security Registrar
an Officers' Certificate specifying (i) the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of that series, (ii) 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 of that series pursuant to Section 13.02, and (iii) that none of such
Securities has theretofore been so credited and stating the basis for such
credit, and will also deliver to the Trustee any Securities to be so delivered.
Not less than 30 days before each

                                    Page 93
<PAGE>

sinking fund payment date the Security Registrar shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in
Section 4.03 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 4.04.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Sections 4.06 and 4.07 and shall
be subject to Section 4.08.

                                ARTICLE FOURTEEN

                       Repayment at the Option of Holders

                  SECTION 14.01. Applicability of Article. Securities of any
series which are repayable at the option of the Holders thereof before their
Stated Maturity shall be repaid in accordance with their terms and (except as
otherwise specified pursuant to Section 3.01 for Securities of such series) in
accordance with this Article.

                  SECTION 14.02. Repayment of Securities. Each Security which is
subject to repayment in whole or in part at the option of the Holder thereof on
a Repayment Date shall be repaid at the applicable Repayment Price together with
interest accrued to such Repayment Date as specified pursuant to Section 3.01.

                  SECTION 14.03. Exercise of Option, Notice. Each Holder
desiring to exercise such Holder's option for repayment shall, as conditions to
such repayment, surrender the Security to be repaid in whole or in part together
with written notice of the exercise of such option at any office or agency of
the Company in a Place of Payment, not less than 30 nor more than 45 days prior
to the Repayment Date; provided, however, that surrender of Bearer Securities
together with written notice of exercise of such option shall be made at an
office or agency located outside the United States except as otherwise provided
in Section 5.02. Such notice, which shall be irrevocable, shall specify the
principal amount of such Security to be repaid, which shall be equal to the
minimum authorized denomination for such Security or an integral multiple
thereof, and shall identify the Security to be repaid and, in the case of a
partial repayment of the Security, shall specify the denomination or
denominations of the Security or Securities of the same series to be issued to
the Holder for the portion of the

                                    Page 94
<PAGE>

principal of the Security surrendered which is not to be repaid.

                  If any Bearer Security surrendered for repayment shall not be
accompanied by all unmatured coupons and all matured coupons in default, such
Bearer Security may be paid after deducting from the Repayment Price an amount
equal to the face amount of all such missing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Repayment
Price, such Holder shall be entitled to receive the amount so deducted without
interest thereon; provided, however, that interest represented by coupons shall
be payable only at an office or agency located outside the United States except
as otherwise provided in Section 5.02.

                  The Company shall execute and the Trustee shall authenticate
and deliver without service charge to the Holder of any Registered Security so
surrendered a new Registered Security or Securities of the same series and
tenor, of any authorized denomination specified in the foregoing notice, in an
aggregate principal amount equal to any portion of the principal of the
Registered Security so surrendered which is not to be repaid.

                  The Company shall execute and the Trustee shall authenticate
and deliver without service charge to the Holder of any Bearer Security so
surrendered a new Registered Security or Securities or new Bearer Security or
Securities (and all appurtenant unmatured coupons and matured coupons in
default) or any combination thereof of the same series and tenor of any
authorized denomination or denominations specified in the foregoing notice, in
an aggregate principal amount equal to any portion of the principal of the
Security so surrendered which is not to be repaid; provided, however, that the
issuance of a Registered Security therefor shall be subject to applicable laws
and regulations, including provisions of the United States Federal income tax
laws and regulations in effect at the time of the exchange; neither the Company,
the Trustee nor the Security Registrar shall issue Registered Securities for
Bearer Securities if it has received an Opinion of Counsel that as a result of
such issuance the Company would suffer

                                    Page 95
<PAGE>

adverse consequences under the United States Federal income tax laws then in
effect and the Company has delivered to the Trustee a Company Order directing
the Trustee not to make such issuances thereafter unless and until the Trustee
receives a subsequent Company Order to the contrary. The Company shall deliver
copies of such Company Order to the Security Registrar.

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

                  SECTION 14.04. Election of Repayment by Remarketing Entities.
The Company may elect, with respect to Securities of any series which are
repayable at the option of the Holders thereof before their Stated Maturity, at
any time prior to any Repayment Date to designate one or more Remarketing
Entities to purchase, at a price equal to the Repayment Price, Securities of
such series from the Holders thereof who give notice and surrender their
Securities in accordance with Section 14.03.

                  SECTION 14.05. Securities Payable on the Repayment Date.
Notice of exercise of the option of repayment having been given and the
Securities so to be repaid having been surrendered as aforesaid, such Securities
shall, unless purchased in accordance with Section 14.04, on the Repayment Date
become due and payable at the price therein specified and from and after the
Repayment Date such Securities shall cease to bear interest and shall be paid on
the Repayment Date, and the coupons for such interest appertaining to Bearer
Securities so to be repaid, except to the extent provided above, shall be void,
unless the Company shall default in the payment of such price, in which case the
Company shall continue to be obligated for the principal amount of such
Securities and shall be obligated to pay interest on such principal amount at
the rate prescribed therefor by such Securities from time to time until payment
in full of such principal amount.

                                    Page 96
<PAGE>

                                 ARTICLE FIFTEEN

                        Meetings of Holders of Securities

                  SECTION 15.01. Purposes for Which Meetings May Be Called. If
Securities of a series are issuable in whole or in part as Bearer Securities, a
meeting of Holders of Securities of such series may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other Act provided
by this Indenture to be made, given or taken by Holders of Securities of such
series.

                  SECTION 15.02. Call, Notice and Place of Meetings. (i) The
Trustee may at any time call a meeting of Holders of Securities of any series
issuable in whole or in part as Bearer Securities for any purpose specified in
Section 15.01, to be held at such time and at such place in the City of
Columbus, Ohio, the Borough of Manhattan, The City of New York, or in London as
the Trustee shall determine. Notice of every meeting of Holders of Securities of
any series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 1.06, not less than 21 nor more than 180 days prior
to the date fixed for the meeting.

                  (ii) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any such series shall have requested the Trustee to
call a meeting of the Holders of Securities of such series for any purpose
specified in Section 15.01, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have made the first publication of the notice of such meeting within 21 days
after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of
Securities of such series in the amount above specified, as the case may be, may
determine the time and the place in the City of Columbus, Ohio, the Borough of
Manhattan, The City of New York, or in London for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in subsection (i)
of this Section.

                                    Page 97
<PAGE>

                  SECTION 15.03. Persons Entitled to Vote at Meetings. To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Securities of such series, or
(2) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series by such Holder or
Holders. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders of Securities of any series shall be the Persons entitled to
vote at such meeting and their counsel, any representatives of the Trustee and
its counsel and any representatives of the Company and its counsel.

                  SECTION 15.04. Quorum; Action. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of a greater percentage in principal amount of the
Outstanding Securities of a series, the Persons entitled to vote such greater
percentage in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes of the
time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In the absence of
a quorum in any other case the meeting may be adjourned for a period of not less
than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairperson of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 15.02(i), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

                  Except as limited by the provisos to Section 9.02, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted only by the affirmative vote of
the Holders

                                    Page 98
<PAGE>

of a majority in principal amount of the Outstanding Securities of the series;
provided, however, that, except as limited by the provisos to Section 9.02, any
resolution with respect to any consent or waiver which this Indenture expressly
provides may be given by the Holders of a greater percentage in principal amount
of the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of such greater percentage in
principal amount of the Outstanding Securities of that series; and provided
further that, except as limited by the provisos to Section 9.02, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage, which is less than a majority
in principal amount of the Outstanding Securities of a series may be adopted at
a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of that series.

                  Any resolution passed or decision taken at any meeting of
Holders of Securities of any series duly held in accordance with this Section
shall be binding on all the Holders of Securities of such series and the related
coupons, whether or not present or represented at the meeting.

                  SECTION 15.05. Determination of Voting Rights; Conduct and
Adjournment of Meetings.

                  (a) Notwithstanding any other provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of such series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section
1.04 and the appointment of any proxy shall be proved in the manner specified in
Section 1.04 or, in the case of Bearer Securities, by having the signature of
the

                                    Page 99
<PAGE>

person executing the proxy witnessed or guaranteed by any trust company, bank or
banker authorized by Section 1.04 to certify to the holding of Bearer
Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.04 or other proof.

                  (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairperson of the meeting, unless the meeting shall have been called
by the Company or by Holders of Securities as provided in Section 15.02(ii), in
which case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary
chairperson. A permanent chairperson and a permanent secretary of the meeting
shall be elected by vote of the Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the meeting.

                  (c) At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount (or the
equivalent in ECU, any other composite currency or a Foreign Currency) of
Securities of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairperson of the meeting not to
be Outstanding. The chairperson of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

                  (d) Any meeting of Holders of Securities of any series duly
called pursuant to Section 15.02 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

                  SECTION 15.06. Counting Votes and Recording Action of
Meetings. The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairperson of

                                    Page 100
<PAGE>

the meeting shall appoint two inspectors of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting. A record, at least in triplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 15.02 and, if applicable, Section 15.04. Each copy shall be
signed and verified by the affidavits of the permanent chairperson and secretary
of the meeting and one such copy shall be delivered to the Company, and another
to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.

                                 ARTICLE SIXTEEN

                                  Miscellaneous

                  SECTION 16.01. Counterparts. This Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

                  The Chase Manhattan Bank, hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions hereinabove set
forth.

                                    Page 101
<PAGE>

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

                                         BANC ONE CORPORATION,

                                          by
                                             --------------------------
                                             Name:
                                             Title:

[Seal]

Attest:                                                [CORPORATE SEAL]

 -----------------------
 Assistant Secretary

                                         THE CHASE MANHATTAN BANK, as
                                         Trustee,

                                          by
                                             --------------------------
                                             Name:
                                             Title:
[Seal]

Attest:                                                [CORPORATE SEAL]

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

<PAGE>

STATE OF OHIO, )
                   ) ss.:
COUNTY OF FRANKLIN )

                  On this day of February, 1997, before me personally came to me
known,              , who, being by me duly sworn, did depose and say that he
resides at [                   ]; that he is [                  ] of BANC ONE
CORPORATION, one of the corporations described in and which executed the
foregoing instrument; that he knows the corporate 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.

                                                _________________________
                                                       Notary Public
[Notarial Seal]

<PAGE>

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

                  On this      day of February, 1997, before me personally
appeared            , to me known, who, being by me duly sworn, did depose and
say that he resides at          ; that he is a              of THE CHASE
MANHATTAN BANK, one of the parties described in and which executed the foregoing
instrument; that he knows the corporate 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.

                                                  __________________________
                                                         Notary Public
[Notarial Seal]

<PAGE>

                                                                       EXHIBIT A

                       FORM OF CERTIFICATE TO BE GIVEN BY
                   PERSON ENTITLED TO RECEIVE BEARER SECURITY

                                   CERTIFICATE

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

                   [Insert title or sufficient description of
                           Securities to be delivered]

         This is to certify that the above-captioned Securities are not
being acquired by or on behalf of a United States person, or, if a beneficial
interest in the Securities is being acquired by or on behalf of a United States
person, that such United States person is a financial institution within the
meaning of Section 1.165-12(c)(1)(v) of the United States Treasury regulations
which agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C)
of the Internal Revenue Code of 1986, as amended and the regulations thereunder.
If the undersigned is a dealer, the undersigned agrees to obtain a similar
certificate from each person entitled to delivery of any of the above-captioned
Securities in bearer form purchased from it; provided, however, that, if the
undersigned has actual knowledge that the information contained in such a
certificate is false, the undersigned will not deliver a Security in temporary
or definitive bearer form to the person who signed such certificate
notwithstanding the delivery of such certificate to the undersigned.

                  As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States and any estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source, and "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.

                  We undertake to advise you by telex if the above statement as
to beneficial ownership is not correct on the date of delivery of the
above-captioned Securities in bearer form as to all of such Securities.

<PAGE>

                  We understand that this certificate is required in connection
with certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:        19
[To be dated no earlier than
15 days prior to the Exchange
Date]

                                        [Name of Person Entitled to
                                        Receive Bearer Security)

                                        ________________________________
                                                  (Authorized Signatory)

                                        Name:
                                        Title:


<PAGE>
                                                                       EXHIBIT B

         FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CEDEL S.A. IN
                               CONNECTION WITH THE
              EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY

                                   CERTIFICATE

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

                     [Insert title or sufficient description
                         of Securities to be delivered]

         This is to certify with respect to $____ principal amount of the
above-captioned Securities (i) that we have received from each of the persons
appearing in our records as persons entitled to a portion of such principal
amount (our "Qualified Account Holders") a certificate with respect to such
portion substantially in the form attached hereto, and (ii) that we are not
submitting herewith for exchange any portion of the temporary global Security
representing the above-captioned Securities excepted in such certificates.

         We further certify that as of the date hereof we have not received any
notification from any of our Qualified Account Holders to the effect that the
statements made by such Qualified Account Holders with respect to any portion of
the part submitted herewith for exchange are no longer true and cannot be relied
upon as of the date hereof.

Dated:          , 19

[To be dated no earlier than
the Exchange Date]

                                      [MORGAN GUARANTY TRUST COMPANY OF
                                      NEW YORK, Brussels Office, as
                                      Operator of the Euroclear System]
                                      [CEDEL S.A.]

                                      By__________________________________

<PAGE>
                                                                       EXHIBIT C

                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
             CEDEL S.A. TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE

                                   CERTIFICATE

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

             [Insert title or sufficient description of Securities]

         This is to certify that, as of the Interest Payment Date on [Insert
Date], the undersigned, which is a holder of an interest in the temporary global
Security representing the above Securities, is not a United States person.

         As used herein, "United States person" means any citizen or resident of
the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States and any estate or trust the
income of which is subject to United States Federal income taxation regardless
of its source, and "United States" means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

         We confirm that the interest payable on such Interest Payment Date will
be paid to each of the persons appearing in our records as being entitled to
interest to be paid on the above date from whom we have received a written
certification dated not earlier than 15 days prior to such Interest Payment Date
to the effect that the beneficial owner of such portion with respect to which
interest is to be paid on such date either is not a United States person or is a
United States person which is a financial institution which has provided an
Internal Revenue Service Form W-9 or is an exempt recipient as defined in United
States Treasury Regulations Section 1.6049-4(c)(1)(ii). We undertake to retain
certificates received from our member organizations in connection herewith for
four years from the end of the calendar year in which such certificates are
received.

<PAGE>

                  The foregoing reflects any advice received subsequent to the
date of any certificate stating that the statements contained in such
certificate are no longer correct.

Dated:     ,  19
[To be dated on or after the
relevant Interest Payment Date]

                                      [MORGAN GUARANTY TRUST COMPANY OF
                                      NEW YORK, Brussels Office, as
                                      Operator of the Euroclear System]

                                      [CEDEL S.A.]

                                      By_________________________________

<PAGE>

                                                                       EXHIBIT D

             FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS TO
                    OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE

                                   CERTIFICATE

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

             [Insert title or sufficient description of Securities]

         This is to certify that as of the date hereof, no portion of the
temporary global Security representing the above-captioned Securities and held
by you for our account is beneficially owned by a United States person or, if
any portion thereof held by you for our account is beneficially owned by a
United States person, such United States person is a financial institution
within the meaning of Section 1.165-12(c)(1)(v) of the United States Treasury
regulations which agrees to comply with Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended and the regulations thereunder, and
certifies that either it has provided an Internal Revenue Service Form W-9 or is
an exempt recipient as defined in Section 1.6049-4(c)(1)(ii) of the United
States Treasury regulations.

         As used herein, "United States person" means any citizen or resident of
the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States and any estate or trust the
income of which is subject to United States Federal income taxation regardless
of its source, and "United States" means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

         We undertake to advise you by telex if the above statement as to
beneficial ownership is not correct on the Interest Payment Date on [Insert
Date] as to any such portion of such temporary global Security.

         We understand that this certificate is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this

<PAGE>

certificate or a copy thereof to any interested party in such proceedings.

Dated:     , 19
 [To be dated on or after the 15th
day before the relevant Interest
Payment Date]

                                        [Name of Account Holder]

                                        ________________________________
                                                  (Authorized Signatory)
                                        Name:
                                        Title: