<PAGE>

                                                                   Exhibit 4 (a)

================================================================================

                                    TXU CORP.

                                       TO

                              THE BANK OF NEW YORK

                                     Trustee

                                    ---------

                                    Indenture
                    (For Unsecured Debt Securities Series M)

                            Dated as of June 1, 2002

================================================================================

<PAGE>

                                       -i-

                                TABLE OF CONTENTS

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

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

   Section  101. Definitions......................................................................................1
      Act.........................................................................................................2
      Affiliate...................................................................................................2
      Authenticating Agent........................................................................................2
      Authorized Officer..........................................................................................2
      Board of Directors..........................................................................................2
      Board Resolution............................................................................................2
      Business Day................................................................................................2
      Commission..................................................................................................2
      Company.....................................................................................................3
      Company Request or Company Order............................................................................3
      Corporate Trust Office......................................................................................3
      Corporation.................................................................................................3
      Defaulted Interest..........................................................................................3
      Discount Security...........................................................................................3
      Dollar or $.................................................................................................3
      Eligible Obligations........................................................................................3
      Event of Default............................................................................................3
      Governmental Authority......................................................................................3
      Government Obligations......................................................................................3
      Holder......................................................................................................4
      Indenture...................................................................................................4
      Interest Payment Date.......................................................................................4
      Maturity....................................................................................................4
      Officer's Certificate.......................................................................................4
      Opinion of Counsel..........................................................................................4
      Outstanding.................................................................................................4
      Paying Agent................................................................................................5
      Periodic Offering...........................................................................................5
      Person......................................................................................................6
      Place of Payment............................................................................................6
      Predecessor Security........................................................................................6
      Redemption Date.............................................................................................6
      Redemption Price............................................................................................6
      Regular Record Date.........................................................................................6
      Required Currency...........................................................................................6
      Responsible Officer.........................................................................................6
      Securities..................................................................................................6
      Security Register" and "Security Registrar..................................................................6
</TABLE>

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

<PAGE>

                                      -ii-

<TABLE>
<S>                                                                                                              <C>
      Special Record Date.........................................................................................6
      Stated Interest Rate........................................................................................6
      Stated Maturity.............................................................................................7
      Subsidiary..................................................................................................7
      Tranche.....................................................................................................7
      Trust Indenture Act.........................................................................................7
      Trustee.....................................................................................................7
      United States...............................................................................................7
   SECTION 102. Compliance Certificates and Opinions..............................................................7
   SECTION 103. Form of Documents Delivered to Trustee............................................................8
   SECTION 104. Acts of Holders...................................................................................9
   SECTION 105. Notices, etc. to Trustee and Company.............................................................10
   SECTION 106. Notice to Holders of Securities; Waiver..........................................................11
   SECTION 107. Conflict with Trust Indenture Act................................................................12
   SECTION 108. Effect of Headings and Table of Contents.........................................................12
   SECTION 109. Successors and Assigns...........................................................................12
   SECTION 110. Separability Clause..............................................................................12
   SECTION 111. Benefits of Indenture............................................................................12
   SECTION 112. Governing Law....................................................................................12
   SECTION 113. Legal Holidays...................................................................................12

ARTICLE TWO Security Forms.......................................................................................13

   SECTION 201. Forms Generally..................................................................................13
   SECTION 202. Form of Trustee's Certificate of Authentication..................................................13

ARTICLE THREE The Securities.....................................................................................14

   SECTION 301. Amount Unlimited; Issuable in Series.............................................................14
   SECTION 302. Denominations....................................................................................17
   SECTION 303. Execution, Authentication, Delivery and Dating...................................................17
   SECTION 304. Temporary Securities.............................................................................20
   SECTION 305. Registration, Registration of Transfer and Exchange..............................................20
   SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.................................................22
   SECTION 307. Payment of Interest; Interest Rights Preserved...................................................22
   SECTION 308. Persons Deemed Owners............................................................................23
   SECTION 309. Cancellation by Security Registrar...............................................................24
   SECTION 310. Computation of Interest..........................................................................24
   SECTION 311. Payment to Be in Proper Currency.................................................................24
   SECTION 312. Extension of Interest Payment....................................................................25

ARTICLE FOUR Redemption of Securities............................................................................25

   SECTION 401. Applicability of Article.........................................................................25
   SECTION 402. Election to Redeem; Notice to Trustee............................................................25
   SECTION 403. Selection of Securities to Be Redeemed...........................................................25
   SECTION 404. Notice of Redemption.............................................................................26
</TABLE>

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                                      -iii-

<TABLE>
<S>                                                                                                              <C>
   SECTION 405. Securities Payable on Redemption Date............................................................27
   SECTION 406. Securities Redeemed in Part......................................................................27

ARTICLE FIVE Sinking Funds.......................................................................................28

   SECTION 501. Applicability of Article.........................................................................28
   SECTION 502. Satisfaction of Sinking Fund Payments with Securities............................................28
   SECTION 503. Redemption of Securities for Sinking Fund........................................................28

ARTICLE SIX Covenants............................................................................................29

   SECTION 601. Payment of Principal, Premium and Interest.......................................................29
   SECTION 602. Maintenance of Office or Agency..................................................................29
   SECTION 603. Money for Securities Payments to Be Held in Trust................................................30
   SECTION 604. Corporate Existence..............................................................................31
   SECTION 605. Maintenance of Properties........................................................................31
   SECTION 606. Annual Officer's Certificate as to Compliance....................................................32
   SECTION 607. Waiver of Certain Covenants......................................................................32
   SECTION 608. Limitation on Liens..............................................................................32

ARTICLE SEVEN Satisfaction and Discharge.........................................................................35

   SECTION 701. Satisfaction and Discharge of Securities.........................................................35
   SECTION 702. Satisfaction and Discharge of Indenture..........................................................37
   SECTION 703. Application of Trust Money.......................................................................38

ARTICLE EIGHT Events of Default; Remedies........................................................................38

   SECTION 801. Events of Default................................................................................38
   SECTION 802. Acceleration of Maturity; Rescission and Annulment...............................................40
   SECTION 803. Collection of Indebtedness and Suits for Enforcement by Trustee..................................41
   SECTION 804. Trustee May File Proofs of Claim.................................................................41
   SECTION 805. Trustee May Enforce Claims Without Possession of Securities......................................42
   SECTION 806. Application of Money Collected...................................................................42
   SECTION 807. Limitation on Suits..............................................................................42
   SECTION 808. Unconditional Right of Holders to Receive Principal, Premium and Interest........................43
   SECTION 809. Restoration of Rights and Remedies...............................................................43
   SECTION 810. Rights and Remedies Cumulative...................................................................44
   SECTION 811. Delay or Omission Not Waiver.....................................................................44
   SECTION 812. Control by Holders of Securities.................................................................44
   SECTION 813. Waiver of Past Defaults..........................................................................44
   SECTION 814. Undertaking for Costs............................................................................45
   SECTION 815. Waiver of Stay or Extension Laws.................................................................45
</TABLE>

<PAGE>

                                      -iv-

<TABLE>
<S>                                                                                                              <C>
ARTICLE NINE The Trustee.........................................................................................45

   SECTION 901. Certain Duties and Responsibilities..............................................................45
   SECTION 902. Notice of Defaults...............................................................................46
   SECTION 903. Certain Rights of Trustee........................................................................46
   SECTION 904. Not Responsible for Recitals or Issuance of Securities...........................................47
   SECTION 905. May Hold Securities..............................................................................48
   SECTION 906. Money Held in Trust..............................................................................48
   SECTION 907. Compensation and Reimbursement...................................................................48
   SECTION 908. Disqualification; Conflicting Interests..........................................................49
   SECTION 909. Corporate Trustee Required; Eligibility..........................................................49
   SECTION 910. Resignation and Removal; Appointment of Successor................................................50
   SECTION 911. Acceptance of Appointment by Successor...........................................................52
   SECTION 912. Merger, Conversion, Consolidation or Succession to Business......................................53
   SECTION 913. Preferential Collection of Claims Against Company................................................53
   SECTION 914. Co-trustees and Separate Trustees................................................................53
   SECTION 915. Appointment of Authenticating Agent..............................................................55

ARTICLE TEN Holders' Lists and Reports by Trustee and Company....................................................56

   SECTION 1001. Lists of Holders................................................................................56
   SECTION 1002. Reports by Trustee and Company..................................................................57

ARTICLE ELEVEN Consolidation, Merger, Conveyance or Other Transfer...............................................57

   SECTION 1101. Company May Consolidate, etc., Only on Certain Terms............................................57
   SECTION 1102. Successor Corporation Substituted...............................................................58

ARTICLE TWELVE Supplemental Indentures...........................................................................58

   SECTION 1201. Supplemental Indentures Without Consent of Holders..............................................58
   SECTION 1202. Supplemental Indentures With Consent of Holders.................................................60
   SECTION 1203. Execution of Supplemental Indentures............................................................61
   SECTION 1204. Effect of Supplemental Indentures...............................................................61
   SECTION 1205. Conformity With Trust Indenture Act.............................................................61
   SECTION 1206. Reference in Securities to Supplemental Indentures..............................................62
   SECTION 1207. Modification Without Supplemental Indenture ....................................................62

ARTICLE THIRTEEN Meetings of Holders; Action Without Meeting.....................................................62

   SECTION 1301. Purposes for Which Meetings May Be Called.......................................................62
   SECTION 1302. Call, Notice and Place of Meetings..............................................................62
   SECTION 1303. Persons Entitled to Vote at Meetings............................................................63
   SECTION 1304. Quorum; Action..................................................................................63
   SECTION 1305. Attendance at Meetings; Determination of Voting Rights;.........................................64
   SECTION 1306. Counting Votes and Recording Action of Meetings.................................................65
   SECTION 1307. Action Without Meeting..........................................................................65
</TABLE>

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                                       -v-

<TABLE>
<S>                                                                                                              <C>
ARTICLE FOURTEEN Immunity of Incorporators, Shareholders, Officers and Directors.................................66

   SECTION 1401. Liability Solely Corporate......................................................................66

ARTICLE FIFTEEN Series M Notes...................................................................................66

   SECTION 1501. Designation of Series M Notes...................................................................66
</TABLE>

<PAGE>

                                    TXU CORP.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                     AND INDENTURE, DATED AS OF JUNE 1, 2002

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                                                              INDENTURE SECTION
<S>                                                                                                         <C>
Section 310     (a)(1).................................................................................................909
                (a)(2).................................................................................................909
                (a)(3).................................................................................................914
                (a)(4)......................................................................................Not Applicable
                (b)....................................................................................................908
                .......................................................................................................910
Section 311     (a)....................................................................................................913
                (b)....................................................................................................913
                (c)....................................................................................................913
Section 312     (a)...................................................................................................1001
                (b)...................................................................................................1001
                (c)...................................................................................................1001
Section 313     (a)...................................................................................................1002
                (b)...................................................................................................1002
                (c)...................................................................................................1002
Section 314     (a)...................................................................................................1002
                (a)(4).................................................................................................606
                (b).........................................................................................Not Applicable
                (c)(1).................................................................................................102
                (c)(2).................................................................................................102
                (c)(3)......................................................................................Not Applicable
                (d).........................................................................................Not Applicable
                (e)....................................................................................................102
Section 315     (a)....................................................................................................901
                .......................................................................................................903
                (b)....................................................................................................902
                (c)....................................................................................................901
                (d)....................................................................................................901
                (e)....................................................................................................814
Section 316     (a)....................................................................................................812
                .......................................................................................................813
                (a)(1)(A)..............................................................................................802
                .......................................................................................................812
                (a)(1)(B)..............................................................................................813
                (a)(2)......................................................................................Not Applicable
                (b)....................................................................................................808
Section 317     (a)(1).................................................................................................803
                (a)(2).................................................................................................804
                (b)....................................................................................................603
</TABLE>

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                                       -2-

<TABLE>
<S>                                                                                                                    <C>
Section 318     (a)....................................................................................................107
</TABLE>

<PAGE>

               INDENTURE, dated as of June 1, 2002, between TXU CORP., a
corporation duly organized and existing under the laws of the State of Texas
(herein called the "Company"), having its principal office at Energy Plaza, 1601
Bryan Street, Dallas, Texas 75201, and THE BANK OF NEW YORK, a New York banking
corporation, having its principal corporate trust office at 101 Barclay Street,
New York, New York 10286, as Trustee (herein called the "Trustee").

                             RECITAL OF THE COMPANY

               The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), in an unlimited aggregate principal amount to be issued in one or
more series as contemplated herein; and all acts necessary to make this
Indenture a valid agreement of the Company have been performed.

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

               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 101. Definitions.

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

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

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

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

<PAGE>

                                       -2-

    the extent required, conform to any order, rule or regulation of any
    administrative agency, regulatory authority or other governmental body
    having jurisdiction over the Company;

          (d)  any reference to an "Article" or a "Section" refers to an Article
     or a Section, as the case may be, of this Indenture; and

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

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

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

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

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

               "Authorized Officer" means the Chairman of the Board, the Vice
Chairman, the President, any Vice President, the Treasurer, any Assistant
Treasurer, or any other officer or agent of the Company duly authorized by the
Board of Directors to act in respect of matters relating to this Indenture.

               "Board of Directors" means either the board of directors of the
Company or any committee thereof duly authorized to act in respect of matters
relating to this Indenture.

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

               "Business Day", when used with respect to a Place of Payment or
any other particular location specified in the Securities or this Indenture,
means any day, other than a Saturday or Sunday, which is not a day on which
banking institutions or trust companies in such Place of Payment or other
location are generally authorized or required by law, regulation or executive
order to remain closed, except as may be otherwise specified as contemplated by
Section 301.

               "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, as amended, or, if at any

<PAGE>

                                       -3-

time after the date of execution and delivery of this Indenture such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body, if any, performing such duties at such time.

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

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

               "Corporate Trust Office" means the office of the Trustee at which
at any particular time its corporate trust business shall be principally
administered, which office at the date of execution and delivery of this
instrument is located at 101 Barclay Street, Floor 21 West, New York, New York
10286.

               "Corporation" means a corporation, association, company, limited
liability company, partnership, joint stock company, business trust or other
business entity, and references to "corporate" and other derivations of
"corporation" herein shall be deemed to include appropriate derivations of such
entities.

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

               "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 802.
"Interest" with respect to a Discount Security means interest, if any, borne by
such Security at a Stated Interest Rate.

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

               "Eligible Obligations" means:

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

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

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

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

               "Government Obligations" means:

<PAGE>

                                       -4-

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

          (b)  certificates, depositary receipts or other instruments which
     evidence a direct ownership interest in obligations described in clause (a)
     above or in any specific interest or principal payments due in respect
     thereof; provided, however, that the custodian of such obligations or
     specific interest or principal payments shall be a bank or trust company
     (which may include the Trustee or any Paying Agent) subject to Federal or
     state supervision or examination with a combined capital and surplus of at
     least $50,000,000; and provided, further, that except as may be otherwise
     required by law, such custodian shall be obligated to pay to the holders of
     such certificates, depositary receipts or other instruments the full amount
     received by such custodian in respect of such obligations or specific
     payments and shall not be permitted to make any deduction therefrom.

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

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

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

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

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

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

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

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

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

<PAGE>

                                       -5-

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

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

                    (x)  Securities owned by the Company or any other obligor
               upon the Securities or any Affiliate of the Company or of such
               other obligor (unless the Company, such Affiliate or such obligor
               owns all Securities Outstanding under this Indenture, or (except
               for the purposes of actions to be taken by Holders of (i) more
               than one series voting as a class under Section 812 or (ii) more
               than one series or more than one Tranche, as the case may be,
               voting as a class under Section 1202) all Outstanding Securities
               of each such series and each such Tranche, as the case may be,
               determined without regard to this clause (x)) shall be
               disregarded and deemed not to be Outstanding, except that, in
               determining whether the Trustee shall be protected in relying
               upon any such request, demand, authorization, direction, notice,
               consent or waiver or upon any such determination as to the
               presence of a quorum, only Securities which the Trustee knows to
               be so owned shall be so disregarded; provided, however, that
               Securities so owned which have been pledged in good faith may be
               regarded as Outstanding if the pledgee establishes to the
               satisfaction of the Trustee the pledgee's right so to act with
               respect to such Securities and that the pledgee is not the
               Company or any other obligor upon the Securities or any Affiliate
               of the Company or of such other obligor; and

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

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

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

               "Periodic Offering" means an offering of Securities of a series
from time to time any or all of the specific terms of which Securities,
including without limitation the rate or rates

<PAGE>

                                       -6-

of interest, if any, thereon, the Stated Maturity or Maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the
Company or its agents from time to time subsequent to the initial request for
the authentication and delivery of such Securities by the Trustee, as
contemplated in Section 301 and clause (b) of Section 303.

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

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

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

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

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

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

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

               "Responsible Officer", when used with respect to the Trustee,
means any Vice President, Assistant Vice President, Trust Officer or other
officer of the Trustee who, in the case of each of the foregoing, is assigned by
the Trustee to its corporate trust department responsible for the administration
of this Indenture that is located in the Corporate Trust Office.

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

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

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

               "Stated Interest Rate" means a rate (whether fixed or variable)
at which an obligation by its terms is stated to bear simple interest. Any
calculation or other determination to

<PAGE>

                                       -7-

be made under this Indenture by reference to the Stated Interest Rate on a
Security shall be made without regard to the effective interest cost to the
Company of such Security and without regard to the Stated Interest Rate on, or
the effective cost to the Company of, any other indebtedness in respect of which
the Company's obligations are evidenced or secured in whole or in part by such
Security.

               "Stated Maturity", when used with respect to any obligation or
any installment of principal thereof or interest thereon, means the date on
which the principal of such obligation or such installment of principal or
interest is stated to be due and payable (without regard to any provisions for
redemption, prepayment, acceleration, purchase or extension).

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

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

               "Trust Indenture Act" means, as of any time, the Trust Indenture
Act of 1939, or any successor statute, as in effect at such time.

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

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

SECTION 102.   COMPLIANCE CERTIFICATES AND OPINIONS.

               Except as otherwise expressly provided in this Indenture, upon
any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall, if requested by the
Trustee, furnish to the Trustee an Officer's Certificate stating that in the
opinion of the Authorized Officer executing such Officer's Certificate all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action (including any covenants compliance with which constitutes a
condition precedent) 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.

<PAGE>

                                       -8-

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

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

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

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

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

SECTION 103.   FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

               Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Officer's Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of
the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates required with respect to the document or instrument for which it is
substituted. Anything in this Indenture to the contrary

<PAGE>

                                       -9-

notwithstanding, if any such corrective document or instrument indicates that
action has been taken by or at the request of the Company which could not have
been taken had the original document or instrument not contained such error or
omission, the action so taken shall not be invalidated or otherwise rendered
ineffective but shall be and remain in full force and effect, except to the
extent that such action was a result of willful misconduct or bad faith. Without
limiting the generality of the foregoing, any Securities issued under the
authority of such defective document or instrument shall nevertheless be the
valid obligations of the Company entitled to the benefits of this Indenture
equally and ratably with all other Outstanding Securities, except as aforesaid.

SECTION 104.   ACTS OF HOLDERS.

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

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

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

          (d)  Any request, demand, authorization, direction, notice, consent,
     election, waiver or other Act of a Holder shall bind every future Holder of
     the same Security and the Holder of every Security issued upon the
     registration of transfer thereof or in exchange therefor or in

<PAGE>

                                      -10-

     lieu thereof in respect of anything done, omitted or suffered to be done by
     the Trustee or the Company in reliance thereon, whether or not notation of
     such action is made upon such Security.

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

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

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

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

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

               If to the Trustee, to:

<PAGE>

                                      -11-

               The Bank of New York
               Corporate Trust Administration
               101 Barclay Street, Floor 21W
               New York, New York  10286

               Attention:        Vice President
               Telephone:        (212) 896-7136
               Telecopy:         (212) 896-7298

               If to the Company, to:

               TXU Corp.
               Energy Plaza
               1601 Bryan Street
               Dallas, Texas  75201

               Attention:        Treasurer
               Telephone:        (214) 812-5565
               Telecopy:         (214) 812-8998

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

SECTION 106.   NOTICE TO HOLDERS OF SECURITIES; WAIVER.

               Except as otherwise expressly provided herein, where this
Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given, and shall be deemed given, to Holders if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at
the address of such Holder as it appears in the Security Register, not later
than the latest date, if any, and not earlier than the earliest date, if any,
prescribed for the giving of such notice.

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

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

<PAGE>

                                      -12-

SECTION 107.   CONFLICT WITH TRUST INDENTURE ACT.

               If any provision of this Indenture limits, qualifies or conflicts
with another provision hereof which is required or deemed to be included in this
Indenture by, or is otherwise governed by, any of the provisions of the Trust
Indenture Act, such other provision shall control; and if any provision hereof
otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall
control unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities.

SECTION 108.   EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109.   SUCCESSORS AND ASSIGNS.

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

SECTION 110.   SEPARABILITY CLAUSE.

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

SECTION 111.   BENEFITS OF INDENTURE.

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

SECTION 112.   GOVERNING LAW.

               This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York, except to the
extent that the law of any other jurisdiction shall be mandatorily applicable.

SECTION 113.   LEGAL HOLIDAYS.

               In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities other than a provision in Securities of any series, or any Tranche
thereof, or in the indenture supplemental hereto, Board Resolution or Officer's
Certificate which establishes the terms of the Securities of such series or
Tranche, which specifically states that such provision shall apply in lieu of
this Section) payment of interest or principal and premium, if any, need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment, with the same force and
effect, and in the same amount, as if made on the Interest Payment Date

<PAGE>

                                      -13-

or Redemption Date, or at the Stated Maturity, as the case may be, and, if such
payment is made or duly provided for on such Business Day, no interest shall
accrue on the amount so payable for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be, to such
Business Day.

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.   FORMS GENERALLY.

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

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

SECTION 202.   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

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

Dated:

                                          ---------------------------------
                                          as Trustee


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

<PAGE>

                                      -14-

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.   AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

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

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

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

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

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

          (e)  the rate or rates at which the Securities of such series, or any
     Tranche thereof, shall bear interest, if any (including the rate or rates
     at which overdue principal shall bear interest, if different from the rate
     or rates at which such Securities shall bear interest prior to Maturity,
     and, if applicable, the rate or rates at which overdue premium or interest
     shall bear interest, if any), or any formulary or other method or other
     means by which such rate or rates shall be determined, by reference to an
     index or other fact or event ascertainable outside of this Indenture or
     otherwise; the date or dates from which such interest shall accrue; the
     Interest Payment Dates on which such interest shall be payable and the
     Regular Record Date, if any, for the interest payable on such Securities on
     any Interest Payment Date; the right of the Company, if any, to extend the
     interest payment periods and the duration of any such extension as
     contemplated by Section 312; and the basis of computation of interest, if
     other than as provided in Section 310;

<PAGE>

                                      -15-

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

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

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

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

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

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

          (l)  if the principal of or premium, if any, or interest, if any, on
     the Securities of such series, or any Tranche thereof, are to be payable,
     or are to be payable at the election of the Company or a Holder thereof, in
     securities or other property, the type and amount of such securities or
     other property, or the formulary or other method or other means by which
     such amount shall be determined, and the period or periods within which,
     and the terms and conditions upon which, any such election may be made;

          (m)  if the amount payable in respect of principal of or premium, if
     any, or interest, if any, on the Securities of such series, or any Tranche
     thereof, may be determined with

<PAGE>

                                      -16-

     reference to an index or other fact or event ascertainable outside of this
     Indenture, the manner in which such amounts shall be determined to the
     extent not established pursuant to clause (e) of this paragraph;

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

          (o)  any Events of Default, in addition to those specified in Section
     801, with respect to the Securities of such series, and any covenants of
     the Company for the benefit of the Holders of the Securities of such
     series, or any Tranche thereof, in addition to those set forth in Article
     Six;

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

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

          (r)  if the Securities of such series, or any Tranche thereof, are to
     be issued in global form, (i) any limitations on the rights of the Holder
     or Holders of such Securities to transfer or exchange the same or to obtain
     the registration of transfer thereof, (ii) any limitations on the rights of
     the Holder or Holders thereof to obtain certificates therefor in definitive
     form in lieu of temporary form and (iii) any and all other matters
     incidental to such Securities;

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

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

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

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

          (w)  any non-applicability of Section 608 to the Securities of such
     series or any exceptions or modifications of Section 608 with respect to
     the Securities of such series;

<PAGE>

                                      -17-

          (x)  any rights or duties of another Person to assume the obligations
     of the Company with respect to the Securities of such series (whether as
     joint obligor, primary obligor, secondary obligor or substitute obligor)
     and any rights or duties to discharge and release any obligor with respect
     to the Securities of such series or the Indenture to the extent related to
     such series; and

          (y) any other terms of the Securities of such series, or any Tranche
     thereof, not inconsistent with the provisions of this Indenture.

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

SECTION 302.   DENOMINATIONS.

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

SECTION 303.   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

               Securities bearing the manual or facsimile signatures of
individuals who were at the time of execution Authorized Officers or the
Secretary or an Assistant Secretary 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.

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

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

          (b)  a Company Order requesting the authentication and delivery of
     such Securities and, to the extent that the terms of such Securities shall
     not have been established in an

<PAGE>

                                      -18-

     indenture supplemental hereto or in a Board Resolution, or in an Officer's
     Certificate pursuant to a supplemental indenture or Board Resolution, all
     as contemplated by Sections 201 and 301, either (i) establishing such terms
     or (ii) in the case of Securities of a series subject to a Periodic
     Offering, specifying procedures, acceptable to the Trustee, by which such
     terms are to be established (which procedures may provide, to the extent
     acceptable to the Trustee, for authentication and delivery pursuant to oral
     or electronic instructions from the Company or any agent or agents thereof,
     which oral instructions are to be promptly confirmed electronically or in
     writing), in either case in accordance with the instrument or instruments
     delivered pursuant to clause (a) above;

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

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

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

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

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

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

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

<PAGE>

                                      -19-

               by the Company and will have been established in conformity with
               the provisions of this Indenture; and

                      (y)  such Securities, when authenticated and delivered by
               the Trustee in accordance with this Indenture and the Company
               Order or Orders or specified procedures referred to in paragraph
               (x) above and issued and delivered by the Company in the manner
               and subject to any conditions specified in such Opinion of
               Counsel, will have been duly issued under this Indenture and will
               constitute valid and legally binding obligations of the Company,
               entitled to the benefits provided by the Indenture, and
               enforceable in accordance with their terms, subject, as to
               enforcement, to laws relating to or affecting generally the
               enforcement of creditors' rights, including, without limitation,
               bankruptcy and insolvency laws, and to general principles of
               equity (regardless of whether such enforceability is considered
               in a proceeding in equity or at law).

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

               If the form or terms of the Securities of any series have been
established by or pursuant to a Board Resolution or an Officer's Certificate as
permitted by Sections 201 or 301, the Trustee shall not be required to
authenticate such Securities if the issuance of such Securities pursuant to this
Indenture will materially or 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.

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

               Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, no Security shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in
the form provided for herein executed by the Trustee or an Authenticating Agent
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 and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder to the Company, or any Person acting on its

<PAGE>

                                      -20-

behalf, but shall never have been issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided
in Section 309 together with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security 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 hereof.

SECTION 304.   TEMPORARY SECURITIES.

               Pending the preparation of definitive Securities of any series,
or any Tranche thereof, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, with such appropriate insertions, omissions,
substitutions and other variations as any officer executing such Securities may
determine, as evidenced by such officer's execution of such Securities;
provided, however, that temporary Securities need not recite specific
redemption, sinking fund, conversion or exchange provisions.

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

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

SECTION 305.   REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

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

<PAGE>

                                      -21-

The Security Register shall be open for inspection by the Trustee and the
Company at all reasonable times.

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

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

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

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

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

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

<PAGE>

                                      -22-

SECTION 306.   MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

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

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

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

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

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

SECTION 307.   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

               Subject to Section 312, any interest on any Security of any
series which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
to be payable to the Holder on the related

<PAGE>

                                      -23-

Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in clause (a) or (b) below:

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

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

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

SECTION 308.   PERSONS DEEMED OWNERS.

               Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the absolute
owner of such Security for the purpose of receiving payment of principal of and
premium, if any, and (subject to Sections 305 and 307) interest, if any, on such
Security and for all other purposes whatsoever, whether or not such Security be

<PAGE>

                                      -24-

overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

SECTION 309.   CANCELLATION BY SECURITY REGISTRAR.

               All Securities surrendered for payment, redemption, registration
of transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Security Registrar, be delivered to the
Security Registrar and, if not theretofore canceled, shall be promptly canceled
by the Security Registrar. The Company may at any time deliver to the Security
Registrar for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever or which
the Company shall not have issued and sold, and all Securities so delivered
shall be promptly canceled by the Security Registrar. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Security Registrar shall be disposed of in accordance
with the customary practices of the Security Registrar at the time in effect,
and the Security Registrar shall not be required to destroy any such
certificates. The Security Registrar shall promptly deliver a certificate of
disposition to the Trustee and the Company unless, by a Company Order, similarly
delivered, the Company shall direct that canceled Securities be returned to it.
The Security Registrar shall promptly deliver evidence of any cancellation of a
Security in accordance with this Section 309 to the Trustee and the Company.

SECTION 310.   COMPUTATION OF INTEREST.

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

SECTION 311.   PAYMENT TO BE IN PROPER CURRENCY.

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

<PAGE>

                                      -25-

SECTION 312.   EXTENSION OF INTEREST PAYMENT.

               The Company shall have the right at any time, so long as the
Company is not in default in the payment of interest on the Securities of any
series hereunder, to extend interest payment periods on all Securities of one or
more series, if so specified as contemplated by Section 301 with respect to such
Securities and upon such terms as may be specified as contemplated by Section
301 with respect to such Securities.

                                  ARTICLE FOUR

                            REDEMPTION OF SECURITIES

SECTION 401.   APPLICABILITY OF ARTICLE.

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

SECTION 402.   ELECTION TO REDEEM; NOTICE TO TRUSTEE.

               The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or an Officer's Certificate. The Company shall,
at least 45 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date and of the principal amount of such Securities
to be redeemed. In the case of any redemption of Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture or (b) pursuant to an election of the
Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officer's Certificate
evidencing compliance with such restriction or condition.

SECTION 403.   SELECTION OF SECURITIES TO BE REDEEMED.

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

<PAGE>

                                      -26-

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

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

SECTION 404.   NOTICE OF REDEMPTION.

               Except as otherwise specified as contemplated by Section 301 for
Securities of any series, notice of redemption shall be given in the manner
provided in Section 106 to the Holders of the Securities to be redeemed not less
than 30 nor more than 60 days prior to the Redemption Date.

               Except as otherwise specified as contemplated by Section 301 for
Securities of any series, all notices of redemption shall state:

          (a)  the Redemption Date,

          (b)  the Redemption Price (if known),

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

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

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

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

          (g)  the CUSIP or ISIN numbers, if any, assigned to such Securities;
     provided, however, that such notice may state that no representation is
     made as to the correctness of CUSIP or ISIN numbers, in which case none of
     the Company, the Trustee or any agent of the Company or the Trustee shall
     have any liability in respect of the use of any CUSIP or ISIN number or
     numbers on such notices, and the redemption of such Securities shall not be
     affected by any defect in or omission of such numbers, and

          (h)  such other matters as the Company shall deem desirable or
     appropriate.

<PAGE>

                                      -27-

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

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

SECTION 405.   SECURITIES PAYABLE ON REDEMPTION DATE.

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

SECTION 406.   SECURITIES REDEEMED IN PART.

               Upon the surrender of any Security which is to be redeemed only
in part at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), the Company shall execute,

<PAGE>

                                      -28-

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
Tranche, of any authorized denomination requested by such Holder and of like
tenor and in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

                                  ARTICLE FIVE

                                  SINKING FUNDS

SECTION 501.   APPLICABILITY OF ARTICLE.

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

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

SECTION 502.   SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

               The Company (a) may deliver to the Trustee Outstanding Securities
(other than any previously called for redemption) of a series or Tranche in
respect of which a mandatory sinking fund payment is to be made and (b) may
apply as a credit Securities of such series or Tranche 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 such mandatory sinking fund payment with respect to the Securities of such
series; provided, however, that no Securities shall be applied in satisfaction
of a mandatory sinking fund payment if such Securities shall have been
previously so applied. Securities so applied 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
mandatory sinking fund payment shall be reduced accordingly.

SECTION 503.   REDEMPTION OF SECURITIES FOR SINKING FUND.

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

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

<PAGE>

                                      -29-

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

          (c) the aggregate sinking fund payment;

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

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

               If the Company shall have not delivered such Officer's
Certificate and, to the extent applicable, all such Securities, the next
succeeding sinking fund payment for such series or Tranche shall be made
entirely in cash in the amount of the mandatory sinking fund payment. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 403 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 404. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 405
and 406.

                                   ARTICLE SIX

                                    COVENANTS

SECTION 601.   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

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

SECTION 602.   MAINTENANCE OF OFFICE OR AGENCY.

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

<PAGE>

                                      -30-

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

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

SECTION 603.   MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

               Whenever the Company shall have one or more Paying Agents for the
Securities of any series, or any Tranche thereof, it shall, on or before each
due date of the principal of and premium, if any, and interest, if any, on such
Securities, deposit with such Paying Agents sums sufficient (without
duplication) to pay the principal and premium or interest so becoming due, such
sums 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 shall promptly notify the Trustee of any failure by it so to act.

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

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

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

<PAGE>

                                      -31-

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

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

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

SECTION 604.   CORPORATE EXISTENCE.

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

SECTION 605.   MAINTENANCE OF PROPERTIES.

               The Company shall cause (or, with respect to property owned in
common with others, make reasonable effort to cause) all its properties used or
useful in the conduct of its business to be maintained and kept in good
condition, repair and working order and shall cause (or, with respect to
property owned in common with others, make reasonable effort to cause) to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as, in the judgment of the Company, may be necessary so that the
business carried on in connection therewith may be properly conducted; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing, or causing the discontinuance of, the operation and maintenance
of any of its properties if such discontinuance is, in the judgment of the
Company, desirable in the conduct of its business.

<PAGE>

                                      -32-

SECTION 606.   ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.

               Not later than June 1 in each year, commencing June 1, 2002, the
Company shall deliver to the Trustee an Officer's Certificate which need not
comply with Section 102, executed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company,
as to such officer's knowledge of the Company's compliance with all conditions
and covenants under this Indenture, such compliance to be determined without
regard to any period of grace or requirement of notice under this Indenture, and
making any other statements as may be required by the provisions of Section
314(a)(4) of the Trust Indenture Act.

SECTION 607.   WAIVER OF CERTAIN COVENANTS.

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

SECTION 608.   LIMITATION ON LIENS.

          (a)  Except as otherwise specified as contemplated by Section 301 for
     Securities of any series, so long as any Securities of any series are
     Outstanding, the Company will not pledge, mortgage, hypothecate or grant a
     security interest in, or permit any mortgage, pledge, security interest or
     other lien upon, any capital stock of any Subsidiary now or hereafter owned
     by the Company, to secure any Indebtedness (hereinafter defined) without
     concurrently making effective provision whereby the Outstanding Securities
     shall (so long as such other Indebtedness shall be so secured) be equally
     and ratably secured with any and all such other Indebtedness and any other
     indebtedness similarly entitled to be equally and ratably secured;
     provided, however, that this restriction shall not apply to nor prevent the
     creation or existence of:

                    (1)  any mortgage, pledge, security interest, lien or
               encumbrance upon any such capital stock created at the time of
               the acquisition of such capital stock by the Company or within
               270 days after such time to secure all or a portion of the
               purchase price for such capital stock;

<PAGE>

                                      -33-

                    (2)  any mortgage, pledge, security interest, lien or
               encumbrance upon any such capital stock existing thereon at the
               time of the acquisition thereof by the Company (whether or not
               the obligations secured thereby are assumed by the Company);

                    (3)  any extension, renewal or refunding of any mortgage,
               pledge, security interest, lien or encumbrance permitted by
               Subsection (1) or (2) above on capital stock of any Subsidiary
               theretofore subject thereto (or substantially the same capital
               stock) or any portion thereof; or

                    (4)  any judgment, levy, execution, attachment or other
               similar lien arising in connection with court proceedings,
               provided that either

                    (ii)   the execution or enforcement of each such lien is
                           effectively stayed within 30 days after entry of the
                           corresponding judgment (or the corresponding judgment
                           has been discharged within such 30 day period) and
                           the claims secured thereby are being contested in
                           good faith by appropriate proceedings timely
                           commenced and diligently prosecuted;

                    (iii)  the payment of each such lien is covered in full by
                           insurance and the insurance company has not denied or
                           contested coverage thereof; or

                    (iv)   so long as each such lien is adequately bonded, any
                           appropriate legal proceedings that may have been duly
                           initiated for the review of the corresponding
                           judgment, decree or order shall not have been fully
                           terminated or the period within which such
                           proceedings may be initiated shall not have expired.

               For purposes of this Section 608, "Indebtedness" means all
indebtedness, whether or not represented by bonds, debentures, notes or other
securities, created or assumed by the Company for the repayment of money
borrowed. All indebtedness for money borrowed secured by a lien upon property
owned by the Company and upon which indebtedness for money borrowed the Company
customarily pays interest, although the Company has not assumed or become liable
for the payment of such indebtedness for money borrowed, shall for purposes of
this Section 608 be deemed to be Indebtedness of the Company. All indebtedness
of others for money borrowed which is guaranteed as to payment of principal by
the Company or in effect guaranteed by the Company through a contingent
agreement to purchase such indebtedness for money borrowed shall for purposes of
this Section 608 be deemed to be Indebtedness of the Company, but no other
contingent obligation of the Company in respect of indebtedness for money
borrowed or other obligations incurred by others shall for purposes of this
Section 608 be deemed to be Indebtedness of the Company.

               In case the Company shall propose to pledge, mortgage,
hypothecate or grant a security interest in any capital stock of any Subsidiary
owned by the Company to secure any Indebtedness, other than as permitted by
Subsections (a)(1) to (a)(3), inclusive, of this Section,

<PAGE>

                                      -34-

the Company will prior thereto give written notice thereof to the Trustee, and
the Company will prior to or simultaneously with such pledge, mortgage,
hypothecation or grant of security interest, by supplemental indenture executed
to the Trustee (or to the extent legally necessary to another trustee or an
additional or separate trustee), in form satisfactory to the Trustee,
effectively secure (for so long as such other Indebtedness shall be so secured)
all the Securities equally and ratably with such Indebtedness and with any other
indebtedness for money borrowed similarly entitled to be equally and ratably
secured.

          (b)  Except as otherwise specified as contemplated by Section 301 for
     Securities of any series, the provisions of Subsection (a) of this Section
     608 shall not apply in the event that the Company shall pledge, mortgage,
     hypothecate or grant a security interest in or other lien upon any capital
     stock of any Subsidiary now or hereafter owned by the Company to secure any
     Indebtedness which would otherwise be subject to the foregoing restriction
     up to an aggregate amount which, together with all other Indebtedness
     (other than mortgages, pledges, security interests, liens or encumbrances
     permitted by Subsection (a) of this Section 608) which would otherwise be
     subject to the foregoing restriction, does not at the time exceed 5% of
     Consolidated Capitalization.

               For purposes of this Section 608:

                    (1)  The term "Consolidated Capitalization" means the sum
               obtained by adding (i) Consolidated Shareholders' Equity, (ii)
               Consolidated Indebtedness for money borrowed (exclusive of any
               thereof which is due and payable within one year of the date such
               sum is determined) and, without duplication, (iii) any preference
               or preferred stock of the Company or any Consolidated Subsidiary
               which is subject to mandatory redemption or sinking fund
               provisions.

                    (2)  The term "Consolidated Shareholders' Equity" means the
               total Assets of the Company and its Consolidated Subsidiaries
               less all liabilities of the Company and its Consolidated
               Subsidiaries. As used in this definition, "liabilities" means all
               obligations which would, in accordance with generally accepted
               accounting principles, be classified on a balance sheet as
               liabilities, including without limitation, (i) indebtedness
               secured by property of the Company or any of its Consolidated
               Subsidiaries whether or not the Company or such Consolidated
               Subsidiary is liable for the payment thereof unless, in the case
               that the Company or such Consolidated Subsidiary is not so
               liable, such property has not been included among the Assets of
               the Company or such Consolidated Subsidiary on such balance
               sheet, (ii) deferred liabilities, (iii) indebtedness of the
               Company or any of its Consolidated Subsidiaries that is expressly
               subordinated in right and priority of payment to other
               liabilities of the Company or such Consolidated Subsidiary. As
               used in this definition, "liabilities" includes preference or
               preferred stock of the Company or any Consolidated Subsidiary
               only to the extent of any such preference or preferred stock that
               is subject to mandatory redemption or sinking fund provisions.

                    (3)  The term "Consolidated Subsidiary" means at any date
               any Subsidiary the financial statements of which under generally
               accepted accounting principles

<PAGE>

                                      -35-

               would be consolidated with those of the Company in its
               consolidated financial statements as of such date.

                    (4) The "Assets" of any Person means the whole or any part
               of its business, property, assets, cash and receivables.

               The term "Consolidated Indebtedness" means total indebtedness as
shown on the consolidated balance sheet of the Company and its Consolidated
Subsidiaries.

                                 ARTICLE SEVEN

                           SATISFACTION AND DISCHARGE

SECTION 701.   SATISFACTION AND DISCHARGE OF SECURITIES.

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

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

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

          (c)  a combination of (a) or (b) which shall be sufficient,

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

                    (x)  if such deposit shall have been made prior to the
               Maturity of such Securities, a Company Order stating that the
               money and Eligible Obligations deposited in accordance with this
               Section shall be held in trust, as provided in Section 703; and

                    (y)  if Eligible Obligations shall have been deposited, an
               Opinion of Counsel that the obligations so deposited constitute
               Eligible Obligations and do

<PAGE>

                                      -36-

               not contain provisions permitting the redemption or other
               prepayment at the option of the issuer thereof, and an opinion of
               an independent public accountant of nationally recognized
               standing, selected by the Company, to the effect that the
               requirements set forth in clause (b) above have been satisfied;
               and

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

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

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

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

               Notwithstanding that any Securities shall be deemed to have been
paid for purposes of this Indenture, as aforesaid, the obligations of the
Company and the Trustee in

<PAGE>

                                      -37-

respect of such Securities under Sections 304, 305, 306, 404, 503 (as to notice
of redemption), 602, 603, 907 and 915 and this Article Seven shall survive.

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

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

SECTION 702.   SATISFACTION AND DISCHARGE OF INDENTURE.

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

          (a)  no Securities remain Outstanding hereunder; and

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

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

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

               Upon satisfaction and discharge of this Indenture as provided in
this Section, the Trustee shall assign, transfer and turn over to the Company,
subject to the lien provided by Section 907, any and all money, securities and
other property then held by the Trustee for the

<PAGE>

                                      -38-

benefit of the Holders of the Securities other than money and Eligible
Obligations held by the Trustee pursuant to Section 703 and shall execute and
deliver to the Company such instruments as, in the judgment of the Company,
shall be necessary, desirable or appropriate to effect or evidence the
satisfaction and discharge of this Indenture.

SECTION 703.   APPLICATION OF TRUST MONEY.

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

                                 ARTICLE EIGHT

                           EVENTS OF DEFAULT; REMEDIES

SECTION 801.   EVENTS OF DEFAULT.

               "Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events:

          (a)  failure to pay interest, if any, on any Security of such series
     within 30 days after the same becomes due and payable; provided, however,
     that a valid extension of the interest payment period by the Company as
     contemplated in Section 312 of this Indenture shall not constitute a
     failure to pay interest for this purpose; or

          (b)  failure to pay the principal of or premium, if any, on any
     Security of such series at its Maturity; or

<PAGE>

                                      -39-

          (c)  failure to perform or breach of any covenant or warranty of the
     Company in this Indenture (other than a covenant or warranty a default in
     the performance of which or breach of which is elsewhere in this Section
     specifically dealt with or which has expressly been included in this
     Indenture solely for the benefit of one or more series of Securities other
     than such series) for a period of 90 days after there has been given, by
     registered or certified mail, to the Company by the Trustee, or to the
     Company and the Trustee by the Holders of at least 33% in principal amount
     of the Outstanding Securities of such series, a written notice specifying
     such default or breach and requiring it to be remedied and stating that
     such notice is a "Notice of Default" hereunder, unless the Trustee, or the
     Trustee and the Holders of a principal amount of Securities of such series
     not less than the principal amount of Securities the Holders of which gave
     such notice, as the case may be, shall agree in writing to an extension of
     such period prior to its expiration; provided, however, that the Trustee,
     or the Trustee and the Holders of such principal amount of Securities of
     such series, as the case may be, shall be deemed to have agreed to an
     extension of such period if corrective action is initiated by the Company
     within such period and is being diligently pursued; or

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

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

          (f)  any other Event of Default specified with respect to Securities
     of such series.

<PAGE>

                                      -40-

SECTION 802.   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

               If an Event of Default due to the default in payment of principal
of, or interest on, any series of Securities or due to the default in the
performance or breach of any other covenant or warranty of the Company
applicable to the Securities of such series but not applicable to all
Outstanding Securities shall have occurred and be continuing, either the Trustee
or the Holders of not less than 33% in principal amount of the Securities of
such series may then declare the principal amount (or, if any of the Securities
of such series are Discount Securities, such portion of the principal amount as
may be specified in the terms thereof as contemplated by Section 301) of all
Securities of such series and interest accrued thereon to be due and payable
immediately. If an Event of Default due to default in the performance of any
other of the covenants or agreements herein applicable to all Outstanding
Securities or an Event of Default specified in Section 801(d) or (e) shall have
occurred and be continuing, either the Trustee or the Holders of not less than
33% in principal amount of all Securities then Outstanding (considered as one
class), and not the Holders of the Securities of any one of such series, may
declare the principal of all Securities and interest accrued thereon to be due
and payable immediately. As a consequence of each such declaration (herein
referred to as a declaration of acceleration) with respect to Securities of any
series, the principal amount (or portion thereof in the case of Discount
Securities) of such Securities and interest accrued thereon shall become due and
payable immediately.

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

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

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

                    (2)  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 in such Securities;

                    (3)  to the extent that payment of such interest is lawful,
               interest upon overdue interest, if any, at the rate or rates
               prescribed therefor in such Securities;

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

and

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

<PAGE>

                                      -41-

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

SECTION 803.   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

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

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

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

SECTION 804.   TRUSTEE MAY FILE PROOFS OF CLAIM.

               In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

          (a)  to file and prove a claim for the whole amount of principal,
     premium, if any, and interest, if any, 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 amounts due to the Trustee under Section 907) and of the Holders
     allowed in such judicial proceeding, and

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

<PAGE>

                                      -42-

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

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

SECTION 805.   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 806.   APPLICATION OF MONEY COLLECTED.

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

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

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

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

SECTION 807.   LIMITATION ON SUITS.

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

<PAGE>

                                      -43-

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

          (b)  the Holders of a majority in aggregate principal amount of the
     Outstanding Securities of all series in respect of which an Event of
     Default shall have occurred and be continuing, considered as one class,
     shall have made written request to the Trustee to institute proceedings in
     respect of such Event of Default in its own name as Trustee hereunder;

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

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

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

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

SECTION 808.   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
               INTEREST.

               Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and premium, if any, and (subject to
Sections 307 and 312) interest, if any, on such Security on the Stated Maturity
or Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

SECTION 809.   RESTORATION OF RIGHTS AND REMEDIES.

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

<PAGE>

                                      -44-

SECTION 810.   RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 811.   DELAY OR OMISSION NOT WAIVER.

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

SECTION 812.   CONTROL BY HOLDERS OF SECURITIES.

               If an Event of Default shall have occurred and be continuing in
respect of a series of Securities, the Holders of a majority in principal amount
of the Outstanding Securities of such series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series; provided, however, that if an Event of
Default shall have occurred and be continuing with respect to more than one
series of Securities, the Holders of a majority in aggregate principal amount of
the Outstanding Securities of all such series, considered as one class, shall
have the right to make such direction, and not the Holders of the Securities of
any one of such series; and provided, further, that such direction shall not be
in conflict with any rule of law or with this Indenture. The Trustee may take
any other action, deemed proper by the Trustee, which is not inconsistent with
any such direction. Before proceeding to exercise any right or power hereunder
at the direction of such Holders, the Trustee shall be entitled to receive from
such Holders reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with any such direction.

SECTION 813.   WAIVER OF PAST DEFAULTS.

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

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

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

<PAGE>

                                      -45-

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

SECTION 814.   UNDERTAKING FOR COSTS.

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

SECTION 815.   WAIVER OF STAY OR EXTENSION LAWS.

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

                                  ARTICLE NINE

                                   THE TRUSTEE

SECTION 901.   CERTAIN DUTIES AND RESPONSIBILITIES.

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

          (b)  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

<PAGE>

                                      -46-

     grounds for believing that repayment of such funds or adequate indemnity
     against such risk or liability is not reasonably assured to it.

          (c)  Notwithstanding anything contained in this Indenture to the
     contrary, the duties and responsibilities of the Trustee under this
     Indenture shall be subject to the protections, exculpations and limitations
     on liability afforded to an indenture trustee under the provisions of the
     Trust Indenture Act. For the purposes of Sections 315(b) and 315(d)(2) of
     the Trust Indenture Act, the term "responsible officer" is hereby defined
     as a Responsible Officer and the chairman or vice chairman of the board of
     directors, the chairman or vice chairman of the executive committee of the
     board of directors, the president, any vice president, the secretary, any
     assistant secretary, the treasurer any assistant treasurer, the cashier,
     any assistant cashier, any trust officer or assistant trust officer, the
     controller and any assistant controller of the Trustee, or any other
     officer of the Trustee customarily performing functions similar to those
     performed by a Responsible Officer or any of the above designated officers
     and also means, with respect to a particular corporate trust matter, any
     other officer to whom such matter is referred because of his or her
     knowledge of and familiarity with the particular subject.

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

SECTION 902.   NOTICE OF DEFAULTS.

               The Trustee shall give notice of any default hereunder known to
the Trustee with respect to the Securities of any series to the Holders of
Securities of such series in the manner and to the extent required to do so by
the Trust Indenture Act, unless such default shall have been cured or waived;
provided, however, that in the case of any default of the character specified in
Section 801(c), no such notice to Holders shall be given until at least 45 days
after the occurrence thereof. For the purpose of this Section and clause (h) of
Section 903, the term "default" means any event which is, or after notice or
lapse of time, or both, would become, an Event of Default.

SECTION 903.   CERTAIN RIGHTS OF TRUSTEE.

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

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

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

<PAGE>

                                      -47-

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

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

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

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

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

          (h)  the rights, privileges, protections, immunities and benefits
     given to the Trustee, including, without limitation, its right to be
     indemnified, are extended to, and shall be enforceable by, the Trustee in
     each of its capacities hereunder; and

          (i)  the Trustee shall not be charged with knowledge of any default or
     Event of Default, as the case may be, with respect to the Securities of any
     series for which it is acting as Trustee unless either (1) a Responsible
     Officer of the Trustee shall have actual knowledge that such default or
     Event of Default, as the case may be, exists and constitutes a default or
     Event of Default under this Indenture or (2) written notice of such default
     or Event of Default, as the case may be, shall have been given in the
     manner provided in Section 105 hereof to the Trustee by the Company, any
     other obligor on such Securities or by any Holder of such Securities.

SECTION 904.   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

<PAGE>

                                      -48-

makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

SECTION 905.   MAY HOLD SECURITIES.

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

SECTION 906.   MONEY HELD IN TRUST.

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

SECTION 907.   COMPENSATION AND REIMBURSEMENT.

               The Company shall

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

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

          (c)  indemnify the Trustee for, and hold it harmless from and against,
     any loss, liability or expense reasonably incurred by it arising out of or
     in connection with the acceptance or administration of the trust or trusts
     hereunder or the performance of its duties hereunder, including the
     reasonable costs and expenses of defending itself against any claim or
     liability in connection with the exercise or performance of any of its
     powers or duties hereunder, except to the extent any such loss, liability
     or expense may be attributable to its negligence, willful misconduct or bad
     faith.

               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 other than
property and funds held in trust under Section 703 (except as otherwise provided
in Section 703). "Trustee" for purposes of this Section shall include any
predecessor Trustee; provided, however, that the negligence, willful misconduct
or bad faith of any Trustee hereunder shall not affect the rights of any other
Trustee hereunder.

<PAGE>

                                      -49-

               When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 801(d) or Section
801(e), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or State bankruptcy,
insolvency or other similar law.

               The provisions of this Section 907 shall survive the termination
of this Indenture.

SECTION 908.   DISQUALIFICATION; CONFLICTING INTERESTS.

               If the Trustee shall have or acquire any conflicting interest
within the meaning of the Trust Indenture Act, it shall either eliminate such
conflicting interest or resign to the extent, in the manner and with the effect,
and subject to the conditions, provided in the Trust Indenture Act and this
Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to
the extent permitted thereby, the Trustee, in its capacity as trustee in respect
of the Securities of any series, shall not be deemed to have a conflicting
interest arising from its capacity as trustee in respect of the Securities of
any other series or any securities of any series issued under the Indenture (For
Unsecured Debt Securities Series A), dated as of October 1, 1997, of the Company
to The Bank of New York, as trustee, the Indenture (For Unsecured Debt
Securities Series B), dated as of October 1, 1997, of the Company to The Bank of
New York, as trustee, the Indenture (For Unsecured Debt Securities Series C),
dated as of January 1, 1998, of the Company to The Bank of New York, as trustee,
the Purchase Contract Agreement dated as of July 1, 1998 of the Company to The
Bank of New York, as agent, attorney-in-fact and trustee, the Indenture (For
Unsecured Debt Securities Series D and Series E), dated as of July 1, 1998, of
the Company to The Bank of New York, as trustee, the Indenture (For Unsecured
Debt Securities Series F), dated as of October 1, 1998 of the Company to The
Bank of New York, as trustee, the Indenture (For Unsecured Debt Securities
Series G), dated as of October 1, 1998, of the Company to The Bank of New York,
as trustee, the Indenture (For Unsecured Debt Securities Series H), dated as of
June 1, 1999, of the Company to The Bank of New York, as trustee, the Indenture
(For Unsecured Debt Securities Series I), dated as of September 1, 1999, of the
Company to The Bank of New York, as trustee, the Indenture (For Unsecured Debt
Securities Series J), dated as of July 1, 2001, of the Company to The Bank of
New York, as trustee, the Purchase Contract Agreement, dated as of October 1,
2001, of the Company to The Bank of New York, as agent, attorney-in-fact and
trustee or the Indenture (For Unsecured Debt Securities Series K and Series L),
dated as of October 1, 2001, of the Company to The Bank of New York, as trustee.

SECTION 909.   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

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

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

<PAGE>

                                      -50-

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

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

SECTION 910.   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

          (b)  The Trustee may resign at any time with respect to the Securities
     of one or more series by giving written notice thereof to the Company. If
     the instrument of acceptance by a successor Trustee required by Section 911
     shall not have been delivered to the Trustee within 30 days after the
     giving of such notice of resignation, the resigning Trustee may petition
     any court of competent jurisdiction for the appointment of a successor
     Trustee with respect to the Securities of such series.

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

          (d)  If at any time:

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

                    (2)  the Trustee shall cease to be eligible under Section
               909 or Section 310(a) of the Trust Indenture Act and shall fail
               to resign after written request therefor by the Company or by any
               such Holder, or

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

<PAGE>

                                      -51-

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

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

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

          (g)  The Company (or, should the Company fail so to act promptly, the
     successor trustee at the expense of the Company) shall give notice of each
     resignation and each removal of the Trustee with respect to the 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 all Holders of Securities of such
     series as

<PAGE>

                                      -52-

     their names and addresses appear in the Security Register. Each notice
     shall include the name of the successor Trustee with respect to the
     Securities of such series and the address of its corporate trust office.

SECTION 911.   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

<PAGE>

                                      -53-

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

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

SECTION 912.   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

               Any Person into which the Trustee may be merged or converted or
with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such Person
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 913.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

          (a)  the term "cash transaction" means any transaction in which full
     payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand;

          (b)  the term "self-liquidating paper" means any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Company for the purpose of financing the purchase,
     processing, manufacturing, shipment, storage or sale of goods, wares or
     merchandise and which is secured by documents evidencing title to,
     possession of, or a lien upon, the goods, wares or merchandise or the
     receivables or proceeds arising from the sale of the goods, wares or
     merchandise previously constituting the security, provided the security is
     received by the Trustee simultaneously with the creation of the creditor
     relationship with the Company arising from the making, drawing, negotiating
     or incurring of the draft, bill of exchange, acceptance or obligation.

SECTION 914.   CO-TRUSTEES AND SEPARATE TRUSTEES.

               At any time or times, for the purpose of meeting the legal
requirements of any applicable jurisdiction, the Company and the Trustee shall
have power to appoint, and, upon the written request of the Trustee or of the
Holders of at least 33% in principal amount of the

<PAGE>

                                      -54-

Securities then Outstanding, the Company shall for such purpose join with the
Trustee in the execution and delivery of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Trustee
either to act as co-trustee, jointly with the Trustee, or to act as separate
trustee, in either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons, in the capacity aforesaid,
any property, title, right or power deemed necessary or desirable, subject to
the other provisions of this Section. If the Company does not join in such
appointment within 15 days after the receipt by it of a request so to do, or if
an Event of Default shall have occurred and be continuing, the Trustee alone
shall have power to make such appointment.

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

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

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

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

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

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

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

<PAGE>

                                      -55-

SECTION 915.   APPOINTMENT OF AUTHENTICATING AGENT.

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

               Any corporation into which an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to 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
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

               The Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to

<PAGE>

                                      -56-

be reimbursed for such payments, in accordance with, and subject to the
provisions of, Section 907.

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

               If an appointment with respect to the Securities of one or more
series shall be 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 substantially in the
following form:

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

                                 THE BANK OF NEW YORK
                                  As Trustee


                                 By
                                    ----------------------------
                                     As Authenticating Agent


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

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

                                   ARTICLE TEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 1001.  LISTS OF HOLDERS.

               Semiannually, not later than June 1 and December 1 in each year,
commencing December 1, 2002, and at such other times as the Trustee may request
in writing, the Company shall furnish or cause to be furnished to the Trustee
information as to the names and addresses of the Holders, and the Trustee shall
preserve such information and similar information received by it in any other
capacity and afford to the Holders access to information so preserved by it, all
to such extent, if any, and in such manner as shall be required by the Trust
Indenture Act; provided,

<PAGE>

                                      -57-

however, that no such list need be furnished so long as the Trustee shall be the
Security Registrar.

SECTION 1002.  REPORTS BY TRUSTEE AND COMPANY.

               Not later than November 1 in each year, commencing with the year
2002, the Trustee shall transmit to the Holders, the Commission and each
securities exchange upon which any Securities are listed, a report, dated as of
the next preceding September 15, with respect to any events and other matters
described in Section 313(a) of the Trust Indenture Act, in such manner and to
the extent required by the Trust Indenture Act. The Trustee shall transmit to
the Holders, the Commission and each securities exchange upon which any
Securities are listed, and the Company shall file with the Trustee (within 30
days after filing with the Commission in the case of reports which pursuant to
the Trust Indenture Act must be filed with the Commission and furnished to the
Trustee) and transmit to the Holders, such other information, reports and other
documents, if any, at such times and in such manner, as shall be required by the
Trust Indenture Act. The Company shall notify the Trustee of the listing of any
Securities on any securities exchange.

                                 ARTICLE ELEVEN

               CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

SECTION 1101.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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

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

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

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

<PAGE>

                                      -58-

SECTION 1102.  SUCCESSOR CORPORATION SUBSTITUTED.

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

                                 ARTICLE TWELVE

                             SUPPLEMENTAL INDENTURES

SECTION 1201.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

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

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

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

          (e)  to provide collateral security for all but not part of the
     Securities; or

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

<PAGE>

                                      -59-

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

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

          (i)  to provide for the procedures required to permit the Company to
     utilize, at its option, a noncertificated system of registration for all,
     or any series or Tranche of, the Securities; or

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

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

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

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

                    (y)  if any such amendment shall permit one or more changes
               to, or the elimination of, any provisions hereof which, at the
               date of the execution and delivery hereof or at any time
               thereafter, are required by the Trust Indenture Act

<PAGE>

                                      -60-

               to be contained herein, this Indenture shall be deemed to have
               been amended to effect such changes or elimination, and the
               Company and the Trustee may, without the consent of any Holders,
               enter into an indenture supplemental hereto to evidence such
               amendment hereof.

SECTION 1202.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

               Subject to the provisions of Section 1201, with the consent of
the Holders of a majority in aggregate principal amount of the Securities of all
series then Outstanding under this Indenture, considered as one class, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or modifying in any manner the rights of the Holders of Securities of such
series under the Indenture; provided, however, that if there shall be Securities
of more than one series Outstanding hereunder and if a proposed supplemental
indenture shall directly affect the rights of the Holders of Securities of one
or more, but less than all, of such series, then the consent only of the Holders
of a majority in aggregate principal amount of the Outstanding Securities of all
series so directly affected, considered as one class, shall be required; and
provided, further, that if the Securities of any series shall have been issued
in more than one Tranche and if the proposed supplemental indenture shall
directly affect the rights of the Holders of Securities of one or more, but less
than all, of such Tranches, then the consent only of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of all Tranches so
directly affected, considered as one class, shall be required; and provided,
further, that no such supplemental indenture shall:

          (a)  change the Stated Maturity of the principal of, or any
     installment of principal of or interest on, any Security (other than
     pursuant to the terms hereof), or reduce the principal amount thereof or
     the rate of interest thereon (or the amount of any installment of interest
     thereon) or change the method of calculating such rate or reduce any
     premium payable upon the redemption thereof, or reduce the amount of the
     principal of a Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section
     802, or change the coin or currency (or other property), in which any
     Security or any premium or the interest thereon is payable, or impair the
     right to institute suit for the enforcement of any such payment on or after
     the Stated Maturity of any Security (or, in the case of redemption, on or
     after the Redemption Date), without, in any such case, the consent of the
     Holder of such Security, or

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

          (c)  modify any of the provisions of this Section, Section 607 or
     Section 813 with respect to the Securities of any series, or any Tranche
     thereof, except to increase the

<PAGE>

                                      -61-

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

               A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been included solely
for the benefit of one or more particular series of Securities, or one or more
Tranches thereof, 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 or Tranche.

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

SECTION 1203.  EXECUTION OF SUPPLEMENTAL INDENTURES.

               In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 901) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties, immunities or liabilities under this Indenture or
otherwise.

SECTION 1204.  EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 1205.  CONFORMITY WITH TRUST INDENTURE ACT.

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

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                                      -62-

SECTION 1206.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

SECTION 1207.  MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE.

               If the terms of any particular series of Securities shall have
been established in a Board Resolution or an Officer's Certificate as
contemplated by Section 301, and not in an indenture supplemental hereto,
additions to, changes in or the elimination of any of such terms may be effected
by means of a supplemental Board Resolution or Officer's Certificate, as the
case may be, delivered to, and accepted by, the Trustee; provided, however, that
such supplemental Board Resolution or Officer's Certificate shall not be
accepted by the Trustee or otherwise be effective unless all conditions set
forth in this Indenture which would be required to be satisfied if such
additions, changes or elimination were contained in a supplemental indenture
shall have been appropriately satisfied. Upon the acceptance thereof by the
Trustee, any such supplemental Board Resolution or Officer's Certificate shall
be deemed to be a "supplemental indenture" for purposes of Section 1204 and
1206.

                                ARTICLE THIRTEEN

                   MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

SECTION 1301.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

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

SECTION 1302.  CALL, NOTICE AND PLACE OF MEETINGS.

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

<PAGE>

                                      -63-

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

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

SECTION 1303.  PERSONS ENTITLED TO VOTE AT MEETINGS.

               To be entitled to vote at any meeting of Holders of Securities of
one or more, or all, series, or any Tranche or Tranches thereof, a Person shall
be (a) a Holder of one or more Outstanding Securities of such series or
Tranches, or (b) a Person appointed by an instrument in writing as proxy for a
Holder or Holders of one or more Outstanding Securities of such series or
Tranches by such Holder or Holders. The only Persons who shall be entitled to
attend any meeting of Holders of Securities of any series or Tranche shall be
the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

SECTION 1304.  QUORUM; ACTION.

               The Persons entitled to vote a majority in aggregate principal
amount of the Outstanding Securities of the series and Tranches with respect to
which a meeting shall have been called as hereinbefore provided, considered as
one class, shall constitute a quorum for a meeting of Holders of Securities of
such series and Tranches; provided, however, that if any action is to be taken
at such meeting which this Indenture expressly provides may be taken by the
Holders of a specified percentage, which is less than a majority, in principal
amount of the Outstanding Securities of such series and Tranches, considered as
one class, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series and Tranches, considered as
one class, shall constitute a quorum. In the absence of a quorum within one hour
of the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Securities of such series and Tranches, be dissolved.
In any other case the meeting may be adjourned for such period as may be
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned

<PAGE>

                                      -64-

meeting, such adjourned meeting may be further adjourned for such period as may
be determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Except as provided by Section 1305(e), notice of the
reconvening of any meeting adjourned for more than 30 days shall be given as
provided in Section 1302(a) not less than 10 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 and Tranches which
shall constitute a quorum.

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

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

SECTION 1305.  ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING RIGHTS;

CONDUCT AND ADJOURNMENT OF MEETINGS.

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

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

<PAGE>

                                      -65-

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

          (d)  At any meeting each Holder or proxy shall be entitled to one vote
     for each $1 principal amount of Securities 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
     chairman of the meeting to be not Outstanding. The chairman of the meeting
     shall have no right to vote, except as a Holder of a Security or proxy.

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

SECTION 1306.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

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

SECTION 1307.  ACTION WITHOUT MEETING.

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

<PAGE>

                                      -66-

                                ARTICLE FOURTEEN

         IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS

SECTION 1401.  LIABILITY SOLELY CORPORATE.

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

                                 ARTICLE FIFTEEN

                                 SERIES M NOTES

SECTION 1501.  DESIGNATION OF SERIES M NOTES.

               There is hereby created a series of Securities designated "Series
M Senior Notes due May 16, 2008" (herein sometimes referred to as "Series M
Notes"). The form and terms of the Series M Notes shall be established in an
Officer's Certificate pursuant to Sections 201 and 301.

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

<PAGE>

                                      -67-

               IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, all as of the day and year first above written.

                                            TXU CORP.


                                            By: /s/ Kirk R. Oliver
                                                --------------------------------
                                                    Name:  Kirk R. Oliver
                                                    Title: Treasurer


                                            THE BANK OF NEW YORK, Trustee


                                            By: /s/ Remo J. Reale
                                                --------------------------------
                                                    Name:  Remo J. Reale
                                                    Title: Vice President