<PAGE>
                                                                 Exhibit 4.12(a)


                          FIRST CHICAGO NBD CORPORATION
                                       AND
                            THE CHASE MANHATTAN BANK
                             (NATIONAL ASSOCIATION)

                                                                         TRUSTEE

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

                                    Indenture
                          Dated as of December 1, 1995

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

                          SUBORDINATED DEBT SECURITIES

<PAGE>

                               TABLE OF CONTENTS*

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                  ----
<S>                                                                               <C>
SECTION  1.01.   Definitions..................................................     11
                 "this Indenture" and certain other terms.....................     11
                 "Act"........................................................     11
                 "Affiliate"..................................................     12
                 "Authenticating Agent".......................................     12
                 "Authorized Newspaper".......................................     12
                 "Authorized Officer".........................................     12
                 "Bank".......................................................     12
                 "Bearer Security"............................................     12
                 "Board of Directors".........................................     12
                 "Board Resolution"...........................................     12
                 "Business Day"...............................................     12
                 "CEDEL; CEDEL S.A."..........................................     12
                 "Commission".................................................     12
                 "Common Stock"...............................................     12
                 "Common Depositary"..........................................     12
                 "Company"....................................................     12
                 "Company Request" and "Company Order"........................     13
                 "corporation"................................................     13
                 "Co-Security Register".......................................     13
                 "coupon".....................................................     13
                 "Default"....................................................     13
                 "Defaulted Interest".........................................     13
                 "Depositary".................................................     13
                 "Designated Currency"........................................     13
                 "Dollar".....................................................     13
                 "ECU"........................................................     13
                 "Euroclear"..................................................     13
                 "European Communities".......................................     13
                 "Event of Default"...........................................     13
                 "Exchange Rate"..............................................     13
                 "Exchange Rate Agent"........................................     13
                 "Exchange Rate Officer's Certificate"........................     13
                 "Existing Subordinated Indebtedness".........................     13
                 "Foreign Currency"...........................................     14
                 "General Obligations"........................................     14
                 "Global Exchange Date".......................................     14
                 "Global Security"............................................     14
                 "Holder".....................................................     14
                 "interest"...................................................     14
                 "Interest Payment Date"......................................     14
                 "Maturity"...................................................     14
                 "Officers' Certificate"......................................     14
                 "Opinion of Counsel".........................................     15
</TABLE>

-------------------
*This table of Contents is not part of the Indenture.

                                     Page 2
<PAGE>

<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                  ----
<S>                                                                               <C>
                 "Original Issue Discount Security"...........................     15
                 "Outstanding"................................................     15
                 "Paying Agent"...............................................     15
                 "Person".....................................................     15
                 "Place of Payment"...........................................     15
                 "Predecessor Security".......................................     15
                 "Principal Corporate Trust Office"...........................     15
                 "Principal Paying Agent".....................................     16
                 "Redemption Date"............................................     16
                 "Redemption Price"...........................................     16
                 "Registered Security"........................................     16
                 "Regular Record Date"........................................     16
                 "Remarketing Entity".........................................     16
                 "Repayment Date".............................................     16
                 "Repayment Price"............................................     16
                 "Responsible Officer"........................................     16
                 "Security" or "Securities"...................................     16
                 "Security Register"..........................................     16
                 "Security Registrar".........................................     16
                 "Senior Indebtedness"........................................     16
                 "Special Record Date"........................................     16
                 "Stated Maturity"............................................     17
                 "Subsidiary of the Company" or "Subsidiary"..................     17
                 "Trustee"....................................................     17
                 "Trust Indenture Act" or "TIA"...............................     17
                 "United States"..............................................     17
                 "United States Alien"........................................     17
                 "Vice President".............................................     17

SECTION  1.02.   Compliance Certificates and Opinions.........................     17
SECTION  1.03.   Form of Documents Delivered to Trustee.......................     18
SECTION  1.04.   Acts of Holders..............................................     18
SECTION  1.05.   Notices, etc., to Trustee and Company........................     20
SECTION  1.06.   Notices to Holders; Waiver...................................     20
SECTION  1.07.   Language of Notices, Etc.....................................     21
SECTION  1.08.   Conflict with Trust Indenture Act............................     21
SECTION  1.09.   Effect of Headings and Table of Contents.....................     21

SECTION  1.10.   Successors and Assigns.......................................     21
SECTION  1.11.   Separability Clause..........................................     21
SECTION  1.12.   Benefits of Indenture........................................     21
SECTION  1.13.   Legal Holidays...............................................     21
SECTION  1.14.   Governing Law................................................     22
                                   ARTICLE TWO
                                 SECURITY FORMS

SECTION  2.01.   Forms Generally..............................................     22

SECTION  2.02.   Form of Securities...........................................     22
</TABLE>

                                     Page 3
<PAGE>

<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                  ----
<S>                                                                               <C>
SECTION  2.03.   Form of Trustee's Certificate of Authentication..............     23
SECTION  2.04.   Global Securities............................................     23

                                  ARTICLE THREE
                                 THE SECURITIES

SECTION  3.01.   Title and Terms..............................................     23
SECTION  3.02.   Denominations................................................     25
SECTION  3.03.   Execution, Authentication, Delivery and Dating...............     25
SECTION  3.04.   Temporary Securities.........................................     27

SECTION  3.05.   Registration, Registration of Transfer and Exchange..........     29
SECTION  3.06.   Mutilated, Destroyed, Lost and Stolen Securities.............     32
SECTION  3.07.   Payment of Interest; Interest Rights Preserved...............     32
SECTION  3.08.   Persons Deemed Owners........................................     34
SECTION  3.09.   Cancellation.................................................     34
SECTION  3.10.   Computation of Interest......................................     34
SECTION  3.11.   Forms of Certification.......................................     34
SECTION  3.12.   Judgments....................................................     35

                                  ARTICLE FOUR
                            REDEMPTION OF SECURITIES

SECTION  4.01.   Applicability of Article.....................................     35
SECTION  4.02.   Election to Redeem; Notice to Trustee........................     35
SECTION  4.03.   Selection by Security Registrar of Securities
                  to be Redeemed..............................................     36
SECTION  4.04.   Notice of Redemption.........................................     36
SECTION  4.05.   Deposit of Redemption Price..................................     37
SECTION  4.06.   Securities Payable on Redemption Date........................     37
SECTION  4.07.   Securities Redeemed in Part..................................     37
SECTION  4.08.   Redemption Suspended During Event of Default.................     37

                                  ARTICLE FIVE
                                    COVENANTS

SECTION  5.01.   Payment of Principal, Premium and Interest...................     38
SECTION  5.02.   Maintenance of Office or Agency..............................     38
SECTION  5.03.   Money for Security Payments to Be Held in Trust..............     39
SECTION  5.04.   Additional Amounts...........................................     40
SECTION  5.05.   Statement as to Compliance...................................     41
SECTION  5.06.   Maintenance of Corporate Existence, Rights and Franchises....     41
</TABLE>

                                     Page 4
<PAGE>

                                   ARTICLE SIX
                           HOLDERS' LISTS AND REPORTS
                             BY TRUSTEE AND COMPANY

<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                  ----
<S>                                                                               <C>
SECTION  6.01.   Company to Furnish Trustee Names and Addresses of Holders....     41
SECTION  6.02.   Preservation of Information; Communications to Holders.......     42
SECTION  6.03.   Reports by Trustee...........................................     42
SECTION  6.04.   Reports by Company...........................................     43

                                  ARTICLE SEVEN
                                    REMEDIES

SECTION  7.01.   Events of Default............................................     43
SECTION  7.02.   Acceleration of Maturity; Rescission and Annulment...........     44

SECTION  7.03.   Collection of Indebtedness and Suits for
                  Enforcement by Trustee......................................     44
SECTION  7.04.   Trustee May File Proofs of Claim.............................     45
SECTION  7.05.   Trustee May Enforce Claims Without Possession
                  of Securities...............................................     46
SECTION  7.06.   Application of Money Collected...............................     46
SECTION  7.07.   Limitation on Suits..........................................     46
SECTION  7.08.   Unconditional Right of Holders to Receive
                  Principal, Premium and Interest.............................     47
SECTION  7.09.   Restoration of Rights and Remedies...........................     47
SECTION  7.10.   Rights and Remedies Cumulative...............................     47
SECTION  7.11.   Delay or Omission Not Waiver.................................     47
SECTION  7.12.   Control by Noteholders.......................................     48
SECTION  7.13.   Waiver of Past Defaults......................................     48
SECTION  7.14.   Undertaking for Costs........................................     48
SECTION  7.15.   Waiver of Stay or Extension Laws.............................     48

                                  ARTICLE EIGHT
                                   THE TRUSTEE

SECTION  8.01.   Certain Duties and Responsibilities..........................     49
SECTION  8.02.   Notice of Default............................................     49
SECTION  8.03.   Certain Rights of Trustee....................................     50
SECTION  8.04.   Not Responsible for Recitals or Issuance of Notes............     50
SECTION  8.05.   May Hold Securities..........................................     51
SECTION  8.06.   Money Held in Trust..........................................     51
SECTION  8.07.   Compensation and Reimbursement...............................     51
SECTION  8.08.   Disqualification; Conflicting Interests......................     51
</TABLE>

                                     Page 5
<PAGE>

<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                  ----
<S>                                                                               <C>
SECTION  8.09.   Corporate Trustee Required; Eligibility......................     52
SECTION  8.10.   Resignation and Removal; Appointment of Successor............     52
SECTION  8.11.   Acceptance of Appointment by Successor.......................     53
SECTION  8.12.   Merger, Conversion, Consolidation or
                  Succession to Business of Trustee...........................     54

SECTION  8.13.   Preferential Collection of Claims against Company............     54
SECTION  8.14.   Appointment of Authenticating Agents.........................     54

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION  9.01.   Supplemental Indentures Without Consent of Holders...........     56
SECTION  9.02.   Supplemental Indentures With Consent of Holders..............     56
SECTION  9.03.   Execution of Supplemental Indentures.........................     57
SECTION  9.04.   Effect of Supplemental Indentures............................     57
SECTION  9.05.   Conformity with Trust Indenture Act..........................     57
SECTION  9.06.   Reference in Securities to Supplemental Indentures...........     58
SECTION  9.07.   Subordination Unimpaired.....................................     58

                                   ARTICLE TEN
                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 10.01.   Company May Consolidate, etc., Only on Certain Terms.........     58
SECTION 10.02.   Successor Corporation Substituted............................     58

                                 ARTICLE ELEVEN
                           SATISFACTION AND DISCHARGE

SECTION 11.01.   Satisfaction and Discharge of Indenture......................     59
SECTION 11.02.   Application of Trust Money...................................     59
SECTION 11.03.   Reinstatement................................................     60

                                 ARTICLE TWELVE
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

SECTION 12.01.   Exemption from Individual Liability..........................     60

                                ARTICLE THIRTEEN
                                  SINKING FUNDS

SECTION 13.01.   Applicability of Article.....................................     60
SECTION 13.02.   Satisfaction of Sinking Fund Payments with
                  Securities..................................................     61
SECTION 13.03.   Redemption of Securities for Sinking Fund....................     61
</TABLE>

                                     Page 6
<PAGE>

                                ARTICLE FOURTEEN
                           SUBORDINATION OF SECURITIES

<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                  ----
<S>                                                                               <C>
 SECTION 14.01.  Agreement to Subordinate.....................................     61
 SECTION 14.02.  Distribution on Dissolution, Liquidation and
                  Reorganization; Subrogation of Securities...................     61
 SECTION 14.03.  Payments on Securities Prohibited During Event
                  of Default under Senior Indebtedness........................     63
 SECTION 14.04.  Payments on Securities Permitted.............................     64
 SECTION 14.05.  Authorization of Holders to Trustee to Effect
                  Subordination...............................................     64
 SECTION 14.06.  Notice to Trustee............................................     64
 SECTION 14.07.  Right of Trustee to Hold Senior Indebtedness
                  or General Obligations......................................     64
 SECTION 14.08.  Article Fourteen Not to Prevent Defaults or                       64
                  Events of Default...........................................
 SECTION 14.09.  Securities to Rank Pari Passu with Existing
                  Subordinated Indebtedness; Payment of
                  Proceeds in Certain Cases...................................     64

                                 ARTICLE FIFTEEN
                       REPAYMENT AT THE OPTION OF HOLDERS

 SECTION 15.01.  Applicability of Article.....................................     66
 SECTION 15.02.  Repayment of Securities......................................     66
 SECTION 15.03.  Exercise of Option; Notice...................................     66
 SECTION 15.04.  Election of Repayment by Remarketing Entities................     67
 SECTION 15.05.  Securities Payable on the Repayment Date.....................     67

                                 ARTICLE SIXTEEN
                        MEETINGS OF HOLDERS OF SECURITIES

 SECTION 16.01.  Purposes for Which Meetings May Be Called....................     67
 SECTION 16.02.  Call, Notice and Place of Meetings...........................     67
 SECTION 16.03.  Persons Entitled to Vote at Meetings.........................     68
 SECTION 16.04.  Quorum; Action...............................................     68
 SECTION 16.05.  Determination of Voting Rights; Conduct and
                  Adjournment of Meetings.....................................     69
 SECTION 16.06.  Counting Votes and Recording Action of
                  Meetings....................................................     69
</TABLE>

                                     Page 7
<PAGE>

                                ARTICLE SEVENTEEN

                                  MISCELLANEOUS

<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                  ----
<S>                                                                               <C>
SECTION 17.01. Counterparts...................................................     65
TESTIMONIUM...................................................................     65
SIGNATURES AND SEALS..........................................................     65
ACKNOWLEDGMENTS...............................................................     65
</TABLE>

EXHIBIT A.       Form of Certificate to be Given by Person En-
                 titled 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

                                     Page 8
<PAGE>

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

<TABLE>
<CAPTION>
                                                             REFLECTED IN INDENTURE
                                                             ----------------------
                                                                     SECTION
                                                                     -------
<S>                                                          <C>
TIA
(S) 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
(S) 311(a)  ...........................................      8.13
  (b) .................................................      8.13
(S) 312(a) ............................................      6.01
                                                             6.02(i)
  (b) .................................................      6.02(ii)
  (c) .................................................      6.02(iii)
(S) 313(a)  ...........................................      6.03(i)
  (b) .................................................      6.03(ii)
  (c) .................................................      6.03(i), (ii) and (iii)
  (d) .................................................      6.03(iii)
(S) 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
(S) 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
(S) 316(a)  ...........................................      1.01
(S) 316(a)(1)(A) ......................................      7.02
                                                             7.12
  (a)(1)(B) ...........................................      7.13
  (a)(2) ..............................................      Not Applicable
  (b) .................................................      7.08
  (c) .................................................      1.04(viii)
</TABLE>

                                     Page 9
<PAGE>

<TABLE>
<CAPTION>
                                                             REFLECTED IN INDENTURE
                                                             ----------------------
                                                                    SECTION
                                                                    -------
<S>                                                          <C>
(S) 317(a)(1) ..........................................     7.03
  (a)(2) ...............................................     7.04
  (b) ..................................................     5.03
(S) 318(a) .............................................     1.08
  (c) ..................................................     1.08
</TABLE>

                                    Page 10
<PAGE>

      THIS INDENTURE is entered into as of December 1, 1995, between FIRST
CHICAGO NBD CORPORATION, a corporation organized and existing under the laws of
the State of Delaware (hereinafter called the "Company"), having its principal
executive office at One First National Plaza, Chicago, Illinois 60670, and THE
CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking association, as
trustee (hereinafter called the "Trustee"), having its principal corporate trust
office at 4 Chase MetroTech Center, New York, New York 11245, Attention:
Institutional Trust Group.

                             RECITALS OF THE COMPANY

      The Company deems it necessary from time to time to issue its unsecured
subordinated 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 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.

                                    Page 11
<PAGE>

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

      "Authenticating Agent" means any Person authorized 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, the Chief Financial Officer, any Vice President, the
Treasurer, the Secretary, the Comptroller, any Assistant Comptroller, any
Assistant Treasurer or any Assistant Secretary of the Company.

      "Bank" means The First National Bank of Chicago, a national banking
association duly organized and existing under the laws of the United States of
America.

      "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 Chicago 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 Securities Exchange Act of 1934, or if any
time after the execution and 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 on such date.

      "Common Stock" means any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company and includes the common
stock, $1 par value per share, of the Company as the same exists at the date of
this Indenture or as such stock may be constituted from time to time.

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

                                    Page 12
<PAGE>

      "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, its Chief Financial Officer 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.

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

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

      "Default" has the meaning specified in Section 7.07.

      "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.

      "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 Article Seven.

      "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, and other composite currency or Foreign Currency, and signed by the
Chairman of the Board, a Vice Chairman of the Board, the President, the Chief
Financial Officer, 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.

      "Existing Subordinated Indebtedness" means, unless otherwise determined
with respect to any series of Securities pursuant to Section 3.01, the Company's
Floating Rate Subordinated Capital Notes Due December 1996, the Company's 9 7/8%
Subordinated Notes Due July 1999, the Company's 9% Subordinated Notes Due June
15, 1999, the Company's 9 7/8% Subordinated Notes Due August 15, 2000, the
Company's 11 1/4%

                                    Page 13
<PAGE>

Subordinated Notes Due February 20, 2001, the Company's 10 1/4% Subordinated
Notes Due May 1, 2001, the Company's 9 1/4% Subordinated Notes Due November 15,
2001, the Company's 8 7/8% Subordinated Notes Due March 15, 2002, the Company's
8 1/4% Subordinated Notes Due June 15, 2002, the Company's 9 1/5% Subordinated
Notes Due December 17, 2001, the Company's 7 5/8% Subordinated Notes Due January
15, 2003, the Company's 6 7/8% Subordinated Notes Due June 15, 2003, the
Company's Floating Rate Subordinated Notes Due July 28, 2003, the Company's 6
3/8% Subordinated Notes Due January 30, 2009, the Company's 7.125% Subordinated
Notes Due 2007, the Company's 7 1/4% Subordinated Debentures Due 2004, the
Company's 8.10% Subordinated Notes Due 2002, the Company's 7.40% Subordinated
Debentures due May 10, 2023 and the Company's Floating Rate Subordinated Notes
Due 2005.

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

      "General Obligations" means, unless otherwise determined with respect to
any series of Securities pursuant to Section 3.01, all obligations of the
Company to make payment on account of claims in respect of derivative products
such as interest and foreign exchange rate contracts, commodity contracts and
similar arrangements, other than (i) obligations on account of Senior
Indebtedness, (ii) obligations on account of indebtedness for money borrowed
ranking pari passu with or subordinate to the Securities and (iii) obligations
which by their terms are expressly stated not to be superior in right of payment
to the Securities or to rank on a parity with the Securities; provided, however,
that notwithstanding the foregoing, in the event that any rule, guideline or
interpretation promulgated or issued by the Board of Governors of the Federal
Reserve System (or other competent regulatory agency or authority), as from time
to time in effect, establishes or specifies criteria for the inclusion in
regulatory capital of subordinated debt of a bank holding company requiring that
such subordinated debt be subordinated to obligations to creditors in addition
to those set forth above, then the term "General Obligations" shall also include
such additional obligations to creditors, as from time to time in effect
pursuant to such rules, guidelines or interpretations. For purposes of this
definition, "claim" shall have the meaning assigned thereto in Section 101(4) of
the Bankruptcy Code of 1978, as amended to the date of this instrument.

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

      "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, the Chief Financial Officer
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.

                                    Page 14
<PAGE>

      "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.

      "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.

      "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 lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

      "Principal Corporate Trust Office" means the principal 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.

                                    Page 15
<PAGE>

      "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.

      "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
vice president, assistant vice president or corporate trust officer of the
Corporate Trust Department of the Trustee 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.

      "Senior Indebtedness" means the principal of, premium, if any, and
interest on (i) all of the Company's indebtedness for money borrowed, other than
the Securities and the Existing Subordinated Indebtedness whether outstanding on
the date of execution of the Indenture or thereafter created, assumed or
incurred, except such indebtedness as is by its terms expressly stated to be not
superior in right of payment to the Securities or the Existing Subordinated
Indebtedness and (ii) any deferrals, renewals or extensions of any such Senior
Indebtedness. The term "indebtedness for money borrowed" as used in the
foregoing sentence shall include, without limitation, any obligation of, or any
obligation guaranteed by, the Company for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation for the payment of the purchase price
of property or assets.

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

                                    Page 16
<PAGE>

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

      "Subsidiary 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 non-resident alien individual, a non-resident 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 non-resident alien individual or a non-resident 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 (other than the Officers' Certificate
required by Section 5.05) 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 17
<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, 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 Sixteen, 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 16.06.

      (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.

                                    Page 18
<PAGE>

      (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 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
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

                                    Page 19
<PAGE>

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.

      (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, 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, 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.

                                    Page 20
<PAGE>

      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, 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 and 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 convenants 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, the Holders and, to the extent provided in Article Fourteen hereof,
the holders of Senior Indebtedness and creditors in respect of General
Obligations, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

SECTION 1.13. Legal Holidays.

      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

                                    Page 21
<PAGE>

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, 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 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. 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)   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 shall be established as provided in
this Section 2.02.

                                    Page 22
<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 (National
                                          Association), 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 (xi)
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 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.

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

                                    Page 23
<PAGE>

            (iv) 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;

            (v) 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;

            (vi) 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;

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

            (viii) 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;

            (ix) 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;

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

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

            (xii) 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;

            (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 payments of principal of (and premium, if any), or interest
      on the Securities of the series are to be made in a Foreign Currency other
      than the currency in which such Securities are denominated, the manner in
      which the Exchange Rate with respect to such payments shall be determined;

            (xvi) the terms, if any, upon which the Securities of the series may
      be convertible into or exchanged for Common Stock, preferred stock (which
      may be represented by depositary shares), other debt securities or
      warrants for Common Stock, preferred stock or indebtedness or other
      securities of any kind of the Company or any other obligor, and the terms
      and conditions upon which such conversion or exchange shall be effected,
      including the initial conversion or exchange price or rate, the conversion
      or exchange period and any other provision in addition to or in lieu of
      those described herein;

                                    Page 24
<PAGE>

            (xvii) 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;

            (xviii) if other than the principal amount thereof, the portion of
      the principal amount of Securities of the series which shall be payable
      upon declaration of acceleration of the Maturity thereof pursuant to
      Section 7.02;

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

            (xx) 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 instalment 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.

      All Securities shall be subordinate and junior in right of payment to the
obligations of the Company to holders of Senior Indebtedness and creditors in
respect of General Obligations of the Company as provided in Article Fourteen.

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.

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, its Chief Financial
Officer or one of its Executive Vice Presidents 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, its Chief Financial Officer, one of its Executive 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

                                    Page 25
<PAGE>

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 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 Securities
Exchange Act of 1934, as amended, 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, 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.

      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

                                    Page 26
<PAGE>

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 the telephonic, 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 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, 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 cancelled. 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.

      (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

                                    Page 27
<PAGE>

      conditions set forth in 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 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 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

                                    Page 28
<PAGE>

      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 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. 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 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.

      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

                                    Page 29
<PAGE>

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 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 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(vi) 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 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 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

                                    Page 30
<PAGE>

      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 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 cancelled 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.

      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 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.

                                    Page 31
<PAGE>

      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 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 destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not 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 case 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 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 (to 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)

                                    Page 32
<PAGE>

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 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 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.

                                    Page 33
<PAGE>

      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.

      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
destroyed by the Trustee and the Trustee shall deliver a certificate of such
destruction 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.

SECTION 3.11. Forms 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.

                                    Page 34
<PAGE>

            (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 of 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
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.

                                  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.

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 less than all 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

                                    Page 35
<PAGE>

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.

      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
      number (or any other number used by a Depositary 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.

      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.

                                    Page 36
<PAGE>

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 instalments 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. Instalments 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 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

                                    Page 37
<PAGE>

known to the Trustee, except that where the giving of notice of redemption of
any Securities shall theretofore have been made, the Trustee shall, subject to
the provisions of Section 14.04, redeem such Securities, provided funds are
deposited with it for such purpose. Subject to the rights of the holders of
Senior Indebtedness and creditors in respect of General Obligations, except as
aforesaid, any moneys theretofore or thereafter received by the Trustee shall,
during the continuance of such Event of Default, be held in 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 instalments
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 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

                                    Page 38
<PAGE>

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 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 (National Association), 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 Bank at its principal office as its Paying
Agent in the City of Chicago with respect to all series of Securities having a
Place of Payment in the City of Chicago.

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 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

                                    Page 39
<PAGE>

            (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 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.

      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,

                                    Page 40
<PAGE>

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 expense reasonably 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 (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 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, a 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 prevent (i) 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 (ii) 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 February 1 and August 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) or the Security Registrar, if other than the
Trustee, as to the names and addresses of the Holders of Securities as of such
February 1 and August 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.

                                    Page 41
<PAGE>

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 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).

SECTION 6.03. Reports by Trustee.

      (i)   Within 60 days after May 1 of each year commencing with the year
1996, the Trustee shall mail to each Holder reports concerning the Trustee and
its action under the Indenture as may be required pursuant to the Trust
Indenture Act if and to the extent and in the manner provided pursuant thereto.

                                    Page 42
<PAGE>

      (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
      Securities Exchange Act of 1934; 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 the Securities
      Exchange Act of 1934 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)   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 other similar law, or
      appointing a receiver (or other similar official) of the Company, or of
      substantially all of its properties, or ordering the winding up or
      liquidation

                                    Page 43
<PAGE>

      of its affairs under any such law, and the continuance of any such decree
      or order unstayed and in effect for a period of 60 consecutive days; or

            (ii)  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, sequestrator (or other similar
      official) of the Company, or of substantially all of its properties under
      any such law; or

            (iii) 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 if

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

                  (a)   all overdue instalments 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 instalments of interest at the rate or rates
            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 other Defaults with respect to Securities of that series,
      other than the non-payment of the principal of Securities of that series
      which have become due solely by such declaration of acceleration, have
      been cured or waived as provided in Section 7.13.

No such recission 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,

                                    Page 44
<PAGE>

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 instalments 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.

      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 a 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

            (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.

                                    Page 45
<PAGE>

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 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
      date of declaration of acceleration of the Maturity of the Securities; 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 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 Default in its
      own name as Trustee hereunder;

            (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

                                    Page 46
<PAGE>

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.

      The following events shall be "Defaults" with respect to any series of
Securities under this Indenture:

            (a)   an Event of Default with respect to such series specified in
      Section 7.01; or

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

            (c)   default in the payment of any interest upon any Security of
      such series as and when the same shall become due and payable, and
      continuance of such default for a period of 30 days; or

            (d)   failure on the part of the Company duly to observe or perform
      any of the other covenants or agreements on its part in the Securities of
      such series or in this Indenture and continuance of such failure for a
      period of sixty days after the date on which written notice of such
      failure, requiring the Company to remedy the same and stating that such
      notice is a "Notice of Default" hereunder, shall have been given by
      registered mail to the Company by the Trustee, or to the Company and the
      Trustee by the holders of at least 25% in aggregate principal amount of
      the Securities of such series at the time Outstanding, or

            (e)   any other Default provided with respect to Securities of that
      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 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 Default shall impair
any such right or remedy or constitute a waiver of any such Default or an
acquiesence 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.

                                    Page 47
<PAGE>

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,
      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 Default
or 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 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 extention 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.

                                    Page 48
<PAGE>

                                  ARTICLE EIGHT

                                   THE TRUSTEE

SECTION 8.01. Certain Duties and Responsibilities.

      (i)   Except during the continuance of a 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 they conform as to form to the
      requirements of the Indenture.

      (ii)  In case a 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.

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

                                    Page 49

<PAGE>

specified in Section 7.07(d) with respect to Securities of such series, no such
notice to Holders of Securities of such series shall be given until at least 30
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, a Default or 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 (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; and

            (viii) 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.

                                    Page 50
<PAGE>

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);

            (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.

      When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 7.01, 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, 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 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 or by virtue of being
trustee under the Indenture dated as of July 15, 1992, between the Company and
the Trustee.

                                    Page 51
<PAGE>

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.

      (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 52
<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 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.

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

                                    Page 53
<PAGE>

Trustees co-trustees of the same trust and that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, 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
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
such claims 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

                                    Page 54
<PAGE>

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, 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:

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

                                          The Chase Manhattan Bank (National
                                          Association), as Trustee

                                          By____________________________________

                                                  As Authenticating Agent

                                          By____________________________________

                                                     Authorized Officer

                                    Page 55
<PAGE>

                                  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 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 Defaults or Events of Default with respect to
   all or any series of the Securities (and, if such Defaults or Event of
   Default is applicable to less than all series of Securities, specifying the
   series to which such Default or 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 2.01 and 3.01; or

      (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

                                    Page 56
<PAGE>

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 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 compliance with certain provisions of this Indenture or of
   certain defaults hereunder and their consequences) provided for in this
   Indenture or reduce the requirements of Section 16.04 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 soley 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 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.

                                    Page 57
<PAGE>

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.

SECTION 9.07. Subordination Unimpaired.

   No supplemental indenture executed pursuant to this Article shall directly or
indirectly modify the provisions of Article Fourteen in any manner which might
alter the subordination of the 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 corporation 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 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 Default, and
   no event which, after notice or lapse of time, or both, would become a
   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 corporation 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
corporation 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.

                                    Page 58
<PAGE>

                                 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 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 4.07, (3) Securities and coupons which have
      been destroyed, lost or stolen and which have been replaced or paid as
      provided in Section 3.06, and (4) 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 (said amount to be immediately due and payable to
      the Holders) sufficient to pay and discharge the entire indebtedness on
      such Securities and coupons not theretofore delivered to the Trustee for
      cancellation, for principal, premium, if any, and interest to the date of
      such deposit (in the case 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. The Trustee may give notice at the
Company's expense to the Holders of Securities Outstanding of the immediate
availability of the amount referred to in Clause (i) of this Section 11.01.
Funds held pursuant to this Section shall not be subject to the provisions of
Article Fourteen.

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

                                    Page 59
<PAGE>

(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.

                                 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.

   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.

                                    Page 60
<PAGE>

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 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.

                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES

SECTION 14.01. Agreement to Subordinate.

   The Company, for itself, its successors and assigns, covenants and agrees,
and each Holder of a Security by his acceptance thereof, likewise covenants and
agrees, that the payment of the principal and premium, if any, and interest on
each and all of the Securities is hereby expressly subordinated, to the extent
and in the manner hereinafter set forth, in right of payment to the prior
payment in full of all Senior Indebtedness and, subject to the provisions of
Section 14.09, General Obligations of the Company.

SECTION 14.02. Distribution on Dissolution, Liquidation and Reorganization;
Subrogation of Securities.

   Upon any distribution of assets of the Company upon any dissolution, winding
up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for
the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or otherwise (subject to the power of a court of competent
jurisdiction to make other equitable provision reflecting the rights conferred
in this Indenture upon the Senior Indebtedness and the holders thereof with
respect to the Securities and the Holders thereof (and, upon the General
Obligations and the creditors in respect thereof with respect to the Securities
and the Holders thereof) by a lawful plan of reorganization under applicable
bankruptcy law),

      (i) the holders of all Senior Indebtedness shall first be entitled to
   receive payment in full in accordance with the terms of such Senior
   Indebtedness of the principal thereof, premium, if any, and the interest due
   thereon (including interest accruing subsequent to the commencement of any
   proceeding for the bankruptcy or reorganization of the Company under any
   applicable bankruptcy, insolvency, or similar law now or

                                    Page 61
<PAGE>

   hereafter in effect) before the Holders of the Securities are entitled to
   receive any payment upon the principal of or premium, if any, or interest on
   indebtedness evidenced by the Securities;

      (ii) any payment or distribution of assets of the Company of any kind or
   character, whether in cash, property or securities, to which the Holders of
   the Securities or the Trustee would be entitled except for the provisions of
   this Article Fourteen, including any such payment or distribution which may
   be payable or deliverable by reason of the payment of any other indebtedness
   of the Company being subordinated to the payment of the Securities, shall be
   paid by the liquidating trustee or agent or other person making such payment
   or distribution, whether a trustee in bankruptcy, a receiver or liquidating
   trustee or otherwise, directly to the holders of Senior Indebtedness or their
   representative or representatives or to the trustee or trustees under any
   indenture under which any instruments evidencing any of such Senior
   Indebtedness may have been issued, in accordance with the priorities then
   existing among holders of Senior Indebtedness for payment of the aggregate
   amounts remaining unpaid on account of the principal of and premium, if any,
   and interest (including interest accruing subsequent to the commencement of
   any proceeding for the bankruptcy or reorganization of the Company under any
   applicable bankruptcy, insolvency, or similar law now or hereafter in effect)
   on the Senior Indebtedness held or represented by each, to the extent
   necessary to make payment in full of all Senior Indebtedness remaining
   unpaid, after giving effect to any concurrent payment or distribution to the
   holders of such Senior Indebtedness; it being understood that if the Holders
   of Securities shall fail to file a proper claim in the form required by any
   proceeding referred to in this subparagraph (ii) prior to thirty days before
   the expiration of the time to file such claim or claims, then the holders of
   Senior Indebtedness are hereby authorized to file an appropriate claim or
   claims for and on behalf of the Holders of Securities in the form required in
   any such proceeding (as are the creditors in respect of General Obligations
   in the event Section 14.09 is applicable); and

      (iii) in the event that, notwithstanding the foregoing, any payment or
   distribution of assets of the Company of any kind or character, whether in
   cash, property or securities, including any such payment or distribution
   which may be payable or deliverable by reason of the payment of any other
   indebtedness of the Company being subordinate to the payment of the
   Securities, shall be received by the Trustee or Holders of the Securities
   before all Senior Indebtedness is paid in full, such payment or distribution
   shall be held in trust for the benefit of and shall be paid over to the
   holders of such Senior Indebtedness or their representative or
   representatives or to the trustee or trustees under any indenture under which
   any instruments evidencing any of such Senior Indebtedness may have been
   issued, ratably as aforesaid, for application to the payment of all Senior
   Indebtedness remaining unpaid until all such Senior Indebtedness shall have
   been paid in full, after giving effect to any concurrent payment or
   distribution to the holders of such Senior Indebtedness.

      Subject to the payment in full of all Senior Indebtedness, the Holders of
   the Securities shall be subrogated (equally and ratably with the holders of
   all indebtedness of the Company which by its express terms is subordinated to
   indebtedness of the Company to substantially the same extent as the
   Securities are subordinated and is entitled to like rights of subrogation) to
   the rights of the holders of Senior Indebtedness to receive payments or
   distributions of cash, property or securities of the Company applicable to
   the Senior Indebtedness until the principal of and premium, if any, and
   interest on the Securities shall be paid in full and no such payments or
   distributions to holders of such Senior Indebtedness to which the Holders of
   the Securities would be entitled except for the provisions hereof of cash,
   property or securities otherwise distributable to the Senior Indebtedness
   shall, as between the Company, its creditors, other than the holders of
   Senior Indebtedness, and the Holders of the Securities, be deemed to be a
   payment by the Company to or on account of the Securities. It is understood
   that the provisions of this Article Fourteen are and are intended solely for
   the purpose of defining the relative rights of the Holders of the Securities,
   on the one hand, and the holders of Senior Indebtedness (and, in the case of
   Section 14.09, the Holders of the Securities, on the one hand, and creditors
   in respect of General Obligations) on the other hand. Nothing contained in
   this Article Fourteen or elsewhere in this Indenture or in the Securities is
   intended to or shall impair, as between the Company, its creditors, other
   than the holders of Senior Indebtedness, and the Holders of the Securities,
   the obligation of the Company, which is unconditional and absolute (and
   which, subject to the rights under this Article Fourteen of the holders of
   the Senior

                                    Page 62
<PAGE>

Indebtedness and the rights under Section 14.09 of creditors in respect of
General Obligations, is intended to rank equally with all other general
obligations of the Company), to pay to the Holders of the Securities the
principal of, premium, if any, and interest on the Securities as and when the
same shall become due and payable in accordance with their terms or to affect
the relative rights of the Holders of the Securities and creditors of the
Company, other than the holders of the Senior Indebtedness and creditors in
respect of General Obligations, nor shall anything herein or in the Securities
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon Default under this Indenture, subject
to the rights, if any, under this Article Fourteen of the holders of Senior
Indebtedness and under Section 14.09 of creditors in respect of General
Obligations in respect of cash, property or securities of the Company received
upon the exercise of any such remedy. Upon any payment or distribution of assets
of the Company referred to in this Article Fourteen, the Trustee, subject to the
provisions of Section 8.01, and the Holders of the Securities shall be entitled
to rely upon any order or decree of a court of competent jurisdiction in which
such dissolution, winding up, liquidation or reorganization proceedings are
pending or upon a certificate of the liquidating trustee or agent or other
person making any distribution to the Trustee or to the Holders of the
Securities for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company and the creditors in respect of General Obligations,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Fourteen. In
the absence of any such liquidating trustee, agent or other person, the Trustee
shall be entitled to rely upon a written notice by a Person representing himself
to be a holder of Senior Indebtedness (or a trustee or representative on behalf
of such holder) or a creditor in respect of General Obligations as evidence that
such Person is a holder of Senior Indebtedness (or is such a trustee or
representative) or a creditor in respect of General Obligations, as the case may
be. In the event that the Trustee determines, in good faith, that further
evidence is required with respect to the right of any Person, as a holder of
Senior Indebtedness or a creditor in respect of General Obligations, to
participate in any payment or distribution pursuant to this Section or Section
14.09, the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness or General
Obligations held by such Person, as to the extent to which such Person is
entitled to participation in such payment or distribution, and as to other facts
pertinent to the rights of such Person under this Section or Section 14.09, and
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

   The obligations of the Company in respect of the Securities shall rank on a
parity with the Existing Subordinated Indebtedness and any other obligations of
the Company ranking on a parity with the Securities.

   With respect to the holders of Senior Indebtedness or creditors in respect of
General Obligations, the Trustee undertakes to perform or to observe only such
of its covenants and obligations as are specifically set forth in this Article,
and no implied covenants or obligations with respect to the holders of Senior
Indebtedness or creditors in respect of General Obligations shall be read into
this Indenture against the Trustee. The Trustee, however, shall not be deemed to
owe any fiduciary duty to the holders of Senior Indebtedness or creditors in
respect of General Obligations, and shall not be liable to any such holders or
creditors if it shall mistakenly pay over or distribute to or on behalf of
Holders of Securities or the Company moneys or assets to which any holders of
Senior Indebtedness or creditors in respect of General Obligations shall be
entitled by virtue of this Article Fourteen.

SECTION 14.03. Payments on Securities Prohibited During Event of Default under
Senior Indebtedness.

   In the event and during the continuation of any default in the payment of
principal of, or premium, if any, or interest on, any Senior Indebtedness beyond
any applicable period of grace, or in the event that any event of default with
respect to any Senior Indebtedness shall have occurred and be continuing, or
would occur as a result of the payment referred to hereinafter, permitting the
holders of such Senior Indebtedness (or a trustee on behalf of the holders
thereof) to accelerate the maturity thereof, then, unless and until such default
or event of default shall have been cured or waived or shall have ceased to
exist, no payment of principal of, or premium or interest on the Securities, or
in respect of any redemption, retirement, purchase or other acquisition of any
of the Securities, shall be made by the Company.

                                    Page 63
<PAGE>

SECTION 14.04. Payments on Securities Permitted.

   Nothing contained in this Indenture or in any of the Securities shall (i)
impair, as between the Company and Holders of Securities, the obligation of the
Company to make, or prevent the Company from making, at any time except as
provided in Sections 14.02, 14.03 and 14.09, payments of principal of or
premium, if any, or interest (including interest accruing subsequent to the
commencement of any proceeding for the bankruptcy or reorganization of the
Company under any applicable bankruptcy, insolvency or similar law now or
hereafter in effect) on the Securities, as and when the same shall become due
and payable in accordance with the terms of the Securities, (ii) affect the
relative rights of the Holders of the Securities and creditors of the Company
other than the holders of the Senior Indebtedness of the Company and the
creditors in respect of General Obligations, (iii) prevent the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default thereunder, subject to the rights, if any, under Article Fourteen of the
holders of Senior Indebtedness and the creditors in respect of General
Obligations in respect of cash, property or securities of the Company received
upon the exercise of such remedy, or (iv) prevent the application by the Trustee
or any Paying Agent of any moneys deposited with it hereunder to the payment of
or on account of the principal of or premium, if any, or interest on the
Securities or prevent the receipt by the Trustee or any Paying Agent of such
moneys, if, prior to the second Business Day prior to such deposit, the Trustee
or such Paying Agent did not have written notice of any event prohibiting the
making of such deposit by the Company.

SECTION 14.05. Authorization of Holders to Trustee to Effect Subordination.

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

SECTION 14.06. Notice to Trustee.

   Notwithstanding the provisions of this Article or any other provisions of the
Indenture, neither the Trustee nor any Paying Agent shall be charged with
knowledge of the existence of any Senior Indebtedness or General Obligations or
of any event which would prohibit the making of any payment of moneys to or by
the Trustee or such Paying Agent, unless and until a Responsible Officer of the
Trustee assigned to its Corporate Trustee Administration Department or such
Paying Agent shall have received written notice thereof from the Company or from
the holder of any Senior Indebtedness or from the representative of any such
holder or from any creditor in respect of General Obligations.

SECTION 14.07. Right of Trustee to Hold Senior Indebtedness or General
Obligations.

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

SECTION 14.08. Article Fourteen Not to Prevent Defaults or Events of Default.

   The failure to make a payment pursuant to the Securities by reason of any
provision in this Article shall not be construed as preventing the occurrence of
a Default or an Event of Default.

SECTION 14.09. Securities to Rank Pari Passu with Existing Subordinated
Indebtedness; Payment of Proceeds in Certain Cases.

      (i) Subject to the provisions of this Section and to any provisions
   established or determined with respect to Securities of any series pursuant
   to Section 3.01, the Securities shall rank pari passu in right of payment
   with the Existing Subordinated Indebtedness.

                                    Page 64
<PAGE>

      (ii) Upon the occurrence of any of the events specified in the first
   paragraph of Section 14.02, the provisions of that Section and the
   corresponding provisions of each indenture (including this Indenture) or
   other instrument or document establishing or governing the terms of any
   Existing Subordinated Indebtedness shall be given effect on a pro rata basis
   to determine the amount of cash, property or securities which may be payable
   or deliverable as between the holders of Senior Indebtedness, on the one
   hand, and the Holders of the Securities and holders of Existing Subordinated
   Indebtedness, on the other hand.

      (iii) If, after giving effect to the provisions of Section 14.02, and the
   respective corresponding provisions of each indenture or other instrument or
   document establishing or governing the terms of any Existing Subordinated
   Indebtedness on such pro rata basis, any amount of cash, property or
   securities shall be available for payment or distribution in respect of the
   Securities ("Excess Proceeds"), and any creditors in respect of General
   Obligations shall not have received payment in full of all amounts due or to
   become due on or in respect of such General Obligations (and provision shall
   not have been made for such payment in money or money's worth), then such
   Excess Proceeds shall first be applied (ratably with any amount of cash,
   property or securities available for payment or distribution in respect of
   any other indebtedness of the Company that by its express terms provides for
   the payment over of amounts corresponding to Excess Proceeds to creditors in
   respect or General Obligations) to pay or provide for the payment of the
   General Obligations remaining unpaid, to the extent necessary to pay all
   General Obligations in full, after giving effect to any concurrent payment or
   distribution to or for creditors in respect of General Obligations. Any
   Excess Proceeds remaining after payment (or provision for payment) in full of
   all General Obligations shall be available for payment or distribution in
   respect of the Securities.

      (iv) In the event that, notwithstanding the foregoing provisions of
   subsection (iii) of this Section, the Trustee or Holder of any Security
   shall, in the circumstances contemplated by such subsection, have received
   any payment or distribution of assets of the Company of any kind or
   character, whether in cash, property or securities, before all General
   Obligations are paid in full or payment thereof duly provided for, and if
   such fact shall, at or prior to the time of such payment or distribution have
   been made known to the Trustee or, as the case may be, such Holder, then and
   in such event, subject to any obligation that the Trustee or such Holder may
   have pursuant to Section 14.02, such payment or distribution shall be paid
   over or delivered forthwith to the trustee in bankruptcy, receiver,
   liquidating trustee, custodian, assignee, agent or other Person making
   payment or distribution of assets of the Company for payment in accordance
   with subsection (iii).

      (v) Subject to the payment in full of all General Obligations, the Holder
   of the Securities shall be subrogated (equally and ratably with the holders
   of all indebtedness of the Company that by its express terms provides for the
   payment over of amounts corresponding to Excess Proceeds to creditors in
   respect of General Obligations and is entitled to like rights of subrogation)
   to the rights of the creditors in respect of General Obligations to receive
   payments and distributions of cash, property and securities applicable to the
   General Obligations until the principal of and interest on the Securities
   shall be paid in full. For purposes of such subrogation, no payments or
   distributions to creditors in respect of General Obligations of any cash,
   property or securities to which Holders of the Securities or the Trustee
   would be entitled except for the provisions of this Section, and no payments
   over pursuant to the provisions of this Section to creditors in respect of
   General Obligations by Holders of Securities or the Trustee, shall, as among
   the Company, its creditors (other than creditors in respect of General
   Obligations) and the Holders of Securities be deemed to be a payment or
   distribution by the Company to or on account of the General Obligations.

      (vi) The provisions of subsections (iii), (iv) and (v) of this Section are
   and are intended solely for the purpose of defining the relative rights of
   the Holders of the Securities, on the one hand, and the creditors in respect
   of General Obligations, on the other hand, after giving effect to the rights
   of the holders of Senior Indebtedness, as provided in this Article. Nothing
   contained in subsections (iii), (iv) and (v) of this Section is intended to
   or shall affect the relative rights against the Company of the Holders of the
   Securities and (a) the holders of Senior Indebtedness, (b) the holders of
   Existing Subordinated Indebtedness or (c) other creditors of the Company
   other than creditors in respect of General Obligations.

                                    Page 65
<PAGE>

                                 ARTICLE FIFTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

SECTION 15.01. 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 15.02. 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 15.03. 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 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 paid; 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 adverse consequences under the United States federal income tax
laws

                                    Page 66
<PAGE>

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 15.04. 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 Debt
Securities in accordance with Section 15.03.

Section 15.05. 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 15.04, 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.

                                 ARTICLE SIXTEEN

                        Meetings of Holders of Securities

Section 16.01. 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 16.02. Call, Notice and Place of Meetings.

   (i) The Trustee may at any time call a meeting of Holders of Securities of
any series issuable as Bearer Securities for any purpose specified in Section
16.01, to be held at such time and at such place in the City of Chicago,
Illinois, 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
series shall have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 16.01, 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

                                    Page 67
<PAGE>

such series in the amount above specified, as the case may be, may determine the
time and the place in the City of Chicago, Illinois, 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.

Section 16.03. 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 16.04. 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
16.02(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 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.

                                    Page 68
<PAGE>

Section 16.05. 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 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 16.02(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 16.02 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 16.06. 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 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 16.02 and, if
applicable, Section 16.04. 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.

                                    Page 69
<PAGE>

                                ARTICLE SEVENTEEN

                                  MISCELLANEOUS

SECTION 17.01. 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 (National Association) hereby accepts the trusts in
this Indenture declared and provided, upon the terms and conditions hereinabove
set forth.

                                     * * * *
   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.

                                          First Chicago NBD Corporation
                                             BY________________________________
                                                  Senior Vice President and
                                                         Treasurer

Attest:

                                                                [CORPORATE SEAL]
_________________________
   Assistant Secretary

                                          The Chase Manhattan Bank (National
                                           Association), as Trustee
                                             BY________________________________

Attest:

_________________________
  Assistant Secretary

                                    Page 70
<PAGE>
                      )
State of Illinois,    ) ss.:
County of Cook        )
                      )

   On this day of , 1995, before me personally came , to me known, who, being by
me duly sworn, did depose and say that he resides at Chicago, Illinois; that he
is Senior Vice President and Treasurer of FIRST CHICAGO NBD 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.

[Notarial Seal]

                                             ------------------------------
                                                      Notary Public
                      )
State of      ,       ) ss.:
County of             )
                      )

  On this    day of    , 1995, 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 (National Association),
one of the parties described in and which executed the foregoing instrument; and
that he signed his name by authority of the Board of Directors of said
association.

[Notarial Seal]

                                               ---------------------------
                                                      Notary Public

                                    Page 71
<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.

   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 72
<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 Euro-clear System]
                                          [CEDEL S.A.]
                                          By ___________________________________

                                    Page 73
<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 (S) 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.

   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 Euro-clear System]
                                          [CEDEL S.A.]

                                          By____________________________________

                                    Page 74
<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 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:

                                    Page 75